Subscription Agreement

Subscription Agreement

Subscription Agreement

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE PLATFORM. DO NOT USE THE PLATFORM IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. USING ANY PART OF THE PLATFORM INDICATES ACCEPTANCE AND AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

MediDrive LLC (“MediDrive”) provides a proprietary software based interactive computer service that coordinates transportation services within the healthcare industry (the “Platform”). MEDIDRIVE IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE EMERGENCY MEDICAL SERVICES. 

1. SUBSCRIPTION

1.1 Performance. Subject to your payment of MediDrive’s applicable fees and your compliance with the terms and conditions of this Subscription Agreement (the “Agreement”), MediDrive agrees to provide the Platform to the subscriber accessing the Platform (the “Subscriber”) during the Term, during which Subscriber and its Authorized User (as defined below) may access and use the Platform for the purpose of coordinating transportation for their patients. In addition to the terms of this Agreement, use of the Platform by any Authorized User is subject to MediDrive’s then current Terms of Use contained in the Platform (the “EULA”). As used herein, “Authorized Users” means Subscribers employees, contractors and consultants authorized by Subscriber to access and use the Platform for the purposes permitted herein. 

1.2 Third-Party Software; Subcontracting. To the extent that the Platform incorporates any third-party software licensed by MediDrive, then, in addition to the terms set forth herein, Subscriber must comply with any additional terms, restrictions, or limitations applicable to such third-party software that MediDrive advises you of, from time to time. Additionally, Subscriber acknowledges that MediDrive shall have the right to subcontract performance of any hosting services, in which event the service terms provided by any third-party hosting provider will be incorporated herein by reference.

1.3 Security. Subscriber shall ensure that its Authorized Users comply with all MediDrive rules and regulations and security restrictions in connection with use of the Platform. Subscriber shall be solely responsible for ensuring the security and confidentiality of its User identification name and password for access to and use of the Platform (“User ID”). Subscriber acknowledges that it will be fully responsible for all liabilities incurred through use of its User ID and that any transactions under its User ID will be deemed to have been performed by Subscriber. 

1.4 Proprietary Rights. Subscriber acknowledges that, as between Subscriber and MediDrive, MediDrive retains all proprietary rights in the Platform. If Subscriber or any Authorized User suggests any new features, functionality or performance for the Platform, Subscriber acknowledges that (i) as between MediDrive and Subscriber, MediDrive shall own, and has all rights to use, such suggestions and the Platform (or any other service) incorporating such new features, functionality, or performance shall be the sole and exclusive property of MediDrive; and (ii) all such suggestions shall be free from any confidentiality restrictions. Subscriber shall not, nor permit an Authorized User to, rent, resell, lease, or otherwise transfer or distribute the Platform, in whole or in part, without prior authorization in writing from MediDrive. 

1.5 Suspension. Notwithstanding anything to the contrary in this Agreement, MediDrive may temporarily suspend Subscriber’s and any Authorized User’s access to the Platform if: (i) MediDrive reasonably determines that (A) there is a threat or attack on the Platform or the hosting facility(ies) from which the Platform are hosted, (B) Subscriber’s use of the Platform disrupts or poses a security risk to the Platform or to any other Subscriber, (C) Subscriber is using the Platform in violation of MediDrive’s Acceptable Use Policy set forth herein, (D) Subscriber has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) MediDrive’s offering of the Platform is prohibited by applicable law; or (ii) any vendor of MediDrive has suspended or terminated MediDrive’s access to or use of any third-party services or products required to enable Subscriber to access the Platform (any such suspension described herein a “Service Suspension”). MediDrive shall use commercially reasonable efforts to provide written notice of any Service Suspension to Subscriber and to provide updates regarding resumption of access to the Platform following any Service Suspension. MediDrive will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Subscriber may incur as a result of a Service Suspension.

2. DATA RIGHTS

2.1 Subscriber Content. Subject to the terms of this Agreement, Subscriber grants (on behalf of itself and its Authorized Users) to MediDrive and its contractors and service providers a non-exclusive, limited, fee-free license to use all data, information or communications sent, or entered by Subscriber and/or Authorized Users while accessing the Platform (“Subscriber Content”) to develop, improve, modify, and provide the Platform; and to develop and perform data analysis, machine learning algorithms, or other insight generation. The foregoing license includes the right to collect, reproduce, distribute, modify, make derivative works of, perform, display, transmit, and otherwise use data that Subscriber or an Authorized User provides or makes available to MediDrive and its contractors and service providers for processing as an integral part of the activities under this Agreement, and the right to use such data, but only in anonymized and aggregated form, for analytic, statistical, security, quality control, and similar purposes, and to test, improve, and provide the Platform and other products and services. MediDrive is under no obligation, however, to review Subscriber Content for accuracy, potential liability or for any other reason.

2.2 Data Security. The Platform is designed to be connected to and to communicate information and data via a network interface. It is Subscriber’s sole responsibility to provide and continuously ensure a secure connection between the Platform and Subscriber’s or its Authorized User’s computer and IT network or any other network (as the case may be). Subscriber shall, and shall ensure that its Authorized Users, establish and maintain any appropriate network security measures (including, but not limited to, to the installation of firewalls, installation of antivirus programs, and periodic data backups) to protect the Platform and Subscriber’s systems and network from and against any security breaches, unauthorized access, interference, intrusion or theft of data or information.

2.3 Data Retention. Subscriber is solely responsible for extracting any Subscriber Content from the Platform prior to the expiration or termination of this Agreement. Subscriber agrees that MediDrive’s obligation to keep or maintain any Subscriber Content obtained through the Platform shall not extend beyond the expiration of fourteen (14) days following the termination of this Agreement. 

3. SUBSCRIBER OBLIGATIONS

3.1 Acceptable Use Policy. Subscriber agrees not to: (i) copy, decompile, reverse engineer, disassemble, attempt to derive the source code, modify or create derivative works of the Platform or any Platform related documentation; (ii) upload or distribute in any way files that contain viruses, trojans, worms, time bombs, logic bombs, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer; (iii) use the Platform for fraudulent or illegal purposes; (iv) interfere or disrupt networks connected to the Platform; (v) upload, post, promote or transmit through the Platform any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or otherwise objectionable material of any kind or nature; (vi) upload amounts of data and/or materials in excess of any limits specified by MediDrive from time to time and not to create large numbers of accounts or otherwise transmit large amounts of data so as to clog the Platform or comprise a denial of service attack or otherwise so as to have a detrimental effect on the Platform; or (vii) upload, promote, transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability. 

3.2 Compliance with Legal Requirements. Subscriber agrees to obtain all requisite written consents and authorizations necessary to provide or otherwise process any data and content through the Platform and Subscriber represents and warrants that all such required consents and authorizations have been obtained.

4. FEES AND PAYMENTS

4.1 Fees. MediDrive’s fees applicable to your use of the Platform are available on MediDrive’s pricing summary, which MediDrive may update from time to time.  MediDrive will provide you with notice of any such changes (email is sufficient) and your continued use of the Platform shall be subject to such changed fees thirty (30) days following MediDrive’s notice of any such change.  Subscriber acknowledges that MediDrive may offer different license tiers subject to different fees applicable to the varying types of subscribers and users for which the Platform is intended. Subscriber will be periodically billed for any applicable fees in accordance with MediDrive’s then current billing practices and Subscriber agrees to promptly pay all fees associated with the license tier associated with Subscriber, as identified by MediDrive. All fees are non-refundable and non-returnable. All payments due to MediDrive hereunder shall be made in United States Dollars. All payments not made when due shall be subject to late charges of the lesser of: (i) one and one-half percent (1.5%) per month of the overdue amount; or (ii) the maximum amount permitted under applicable law. Subscriber shall reimburse MediDrive for all fees and expenses, including reasonable attorneys’ fees, MediDrive incurs to collect, or attempt to collect, amounts owed by Subscriber to MediDrive. 

4.2 Taxes. Subscriber shall pay all sales, use and excise taxes relating to, or under, this Agreement, exclusive of taxes based on or measured by MediDrive’s net income, unless Subscriber is exempt from the payment of such taxes and timely provides MediDrive with evidence of such exemption.

5. WARRANTY; DISCLAIMERS

5.1 Limited Warranty. MediDrive warrants that the Platform will perform in accordance with its then current specifications and documentation, which may be updated from time to time. MediDrive shall use commercially reasonable efforts to remedy any deficiency of the Software in contravention of the foregoing. 

5.2 Disclaimers. EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN OR IN THE EULA, AND IN ADDITION TO ALL DISCLAIMERS SET FORTH IN THE EULA, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. MEDIDRIVE MAKES NO REPRESENTATION OR WARRANTY (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY MERCHANTABILITY, OR NONINFRINGEMENT. MEDIDRIVE DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE UNINTERRUPTED OR ERROR-FREE. SUBSCRIBER ACKNOWLEDGES THAT SUBSCRIBER’S USE AND DEPLOYMENT OF THE PLATFORM IS NOT GUARANTEED TO GENERATE ANY REVENUE. 

5.3 Limitation Of Liability. EXCEPT WHERE PROHIBITED BY LAW, THE MEDIDRIVE PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF THE MEDIDRIVE PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, ANY OF THE MEDIDRIVE PARTIES IS FOUND TO BE LIABLE FOR ANY DAMAGES OR LOSSES WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED TO THIS AGREEMENT OR ANY USE OF THE PLATFORM, THE TOTAL AGGREGATE LIABILITY OF THE MEDIDRIVE PARTIES FOR ANY AND ALL SUCH CLAIMS, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE GREATER OF (a) THE AGGREGATE AMOUNT PAID BY SUBSCRIBER IN THE THREE (3) MONTHS PRIOR TO A CLAIM ARISING HEREUNDER, IF ANY, TO USE THE PLATFORM OR (b) $100 IF YOU HAVE NOT PAID ANY FEES TO USE THE PLATFORM.

5.4 Catch-All. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THE FOREGOING PARAGRAPHS APPLY REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, OR ANY OTHER LEGAL THEORY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

6. INDEMNIFICATION

6.1 MediDrive Indemnification. MediDrive shall indemnify, defend, and hold Subscriber harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Subscriber resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that Subscriber’s use of the Platform in accordance with this Agreement infringes such third party’s United States intellectual property rights, provided that Subscriber promptly notifies MediDrive in writing of the claim, cooperates with MediDrive, and allows MediDrive sole authority to control the defense and settlement of such claim. This indemnity will not apply to the extent that the alleged infringement arises from (A) use of the Platform other than in accordance with the terms of this Agreement, (B) use of the Platform in combination with software, hardware, equipment, or technology not provided by MediDrive, (C) modifications to the Platform not made by MediDrive, or (D) Subscriber Content (each, an “Indemnification Exception”). 

6.2 Subscriber Indemnification. Subscriber shall indemnify, hold harmless, and, at MediDrive’s option, defend MediDrive, its affiliates, and all of their respective equityholders, officers, directors, managers, employees, agents, and representatives (collectively, the "MediDrive Parties"), from and against any Losses resulting from or in connection with Subscriber’s use of the Platform or an Indemnification Exception.

6.3 Exclusive Remedy. THIS SECTION 6 SETS FORTH SUBSCRIBER’S SOLE REMEDIES AND MEDIDRIVE’S SOLE LIABILITY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

7. TERM; TERMINATION 

7.1 Term: The term of this Agreement will commence upon Subscriber’s payment of the initial fees and continue thereafter until termination as set forth herein (the “Term”).

7.2 Termination for Convenience. Subscriber may terminate this Agreement at any time upon written notice to MediDrive. MediDrive may terminate this Agreement, for convenience, upon thirty (30) days written notice to Subscriber.

7.3 Termination for Breach. MediDrive may terminate this Agreement, and all rights and obligations hereunder, in the event that Subscriber (or an Authorized User) breaches of any provisions hereunder. 

7.4 Termination upon Insolvency. This Agreement may be terminated by a party immediately in the event the other party: (i) makes a general assignment for the benefit of creditors, (ii) institutes voluntary bankrupt proceedings, or consents to the filing of a bankruptcy petition against it, (iii) is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, (iv) seeks or consents to reorganization under any bankruptcy act, or (v) ceases to do business itself or through a successor. 

7.5 Modification or Cessation of Platform. MediDrive may terminate this Agreement, at any time, if the Platform is no longer available for commercial use.

7.6 Effect of Termination. Upon any termination of the Agreement, Subscriber’s right to use the Platform shall immediately cease. Termination of this Agreement shall not relieve either party of any obligation accrued prior to the termination date. Termination shall not affect the obligations of the parties under Sections 1.3, 1.4, 2, 4, 5, 6, 7.6, and 8 - 10.

8. CONFIDENTIAL INFORMATION

8.1 Definition. “Confidential Information” means the Platform, its associated documentation, MediDrive’s pricing for the Platform, and other information disclosed by MediDrive under this Agreement that is designated as confidential or that by its nature would reasonably be expected to be kept confidential. Notwithstanding the foregoing, Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of Subscriber; (ii) was in the lawful possession of Subscriber prior to its disclosure and had not been obtained by such party directly or indirectly from the other party; (iii) is lawfully disclosed to Subscriber by a third-party not bound by a duty of non-disclosure; or (d) is independently developed by Subscriber without access to or use of the Confidential Information. 

8.2 Nondisclosure. Subscriber agrees to hold the Confidential Information in confidence and to not make the Confidential Information available to a third-party or to use the Confidential Information for any purpose other than performing its obligations or enjoying its rights under this Agreement. Subscriber agrees to use the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable standard of care, to ensure that Confidential Information is not disclosed in violation of the provisions of this Agreement. 

8.3 Required Disclosure. Notwithstanding the foregoing, Subscriber may disclose the Confidential Information to the extent that such disclosure is required by law or court order, provided, however, that Subscriber provides MediDrive prior written notice of such disclosure and reasonable assistance in obtaining an order protecting the Confidential Information from public disclosure. 

8.4 Termination/Expiration. After termination of this Agreement, and except as stated in Section 2.3, Subscriber shall return or otherwise certify the destruction of any Confidential Information in its possession. 

9. DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES EACH USER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH MEDIDRIVE AND LIMITS THE MANNER IN WHICH IT CAN SEEK RELIEF FROM US. 

9.1 Binding Arbitration. To the fullest extent permitted by law all disputes, claims, or controversies arising out of this Agreement and the Platform (collectively, “Disputes”), shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by this Agreement. There shall be one arbitrator appointed in accordance with the AAA Rules, and Subscriber waives its rights to have Disputes resolved in a court; provided, however, that this Agreement to arbitrate does not extend to Disputes in which either party seeks injunctive relief in a U.S. court of law. The language of the arbitration shall be English. The arbitration proceedings and decision of the arbitrator(s) shall be kept confidential (and may not be disclosed) by the parties or the arbitrator(s), except to the extent necessary to compel any award made by the arbitrator(s). 

9.2 No Class Arbitrations, Class Actions or Representative Actions. Any Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. 

9.3 Location. The location of the arbitration shall be in Kings County, New York. 

9.4 Jurisdiction. To the extent that any lawsuit or court proceeding is permitted under this Agreement, Subscriber agrees to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in Kings County, New York. The parties hereto agree to waive any right to trial by jury in any action in connection with this Agreement, and, if such waiver of jury trial is unenforceable, then the parties agree to the appointment of a judicial referee as may be permitted pursuant to applicable law.

9.5 Time Limit for Claims. Any claim under this Agreement by Subscriber must be brought within one (1) year after the cause of action arises, or such claim or cause of action is otherwise barred. 

10. MISCELLANEOUS

10.1 Relationship Between the Parties. This Agreement shall not be construed as creating any agency, partnership, joint venture, or other similar legal relationship between the parties; nor will either party hold itself out as an agent, partner, or joint venture party of the other party. 

10.2. Compliance with Law. Each party shall comply with all applicable laws in its performance under this Agreement.

10.3. Notice. Whenever notice is required to be given under this Agreement, such notice shall be in writing and shall be addressed to the recipient at the Notice Address of such party, or to such other address as the addressee shall have last furnished in writing to addressor.

10.4. Waiver. No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be effective unless in a writing signed by both parties.

10.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remaining provisions shall remain in full force and effect.

10.6. Assignment. Subscriber may not assign this Agreement, whether by operation of law or otherwise, without the prior written consent of MediDrive. MediDrive may assign and delegate this Agreement to its affiliates and any successor in the event of a change in control. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. 

10.7. Governing Law. This Agreement shall be construed and governed in all respects according to the laws of the State of New York without regard to its conflict of law rules. 

10.8. Force Majeure. MediDrive shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any Act of God, or any government or any governmental body, epidemic, pandemic, war, insurrection, acts of terrorism, the elements, strikes or labor disputes, cyberattack, or other similar or dissimilar causes beyond MediDrive’s control. Subscriber acknowledges that the performance of certain MediDrive obligations may require the cooperation of third parties and outside the control of MediDrive. In the event such third parties fail to cooperate with MediDrive in a manner that reasonably permits MediDrive to perform its obligations, such failures shall be considered as causes beyond the control of MediDrive. 

10.9 Entire Agreement. This Agreement and any additional terms referenced herein shall constitute the complete agreement between the parties and supersedes all previous agreements or representations, written or oral, with respect to the subject matter hereof. MediDrive reserves the right, at its sole discretion, to change, modify, add, or remove portions of this Agreement, at any time. If MediDrive makes material changes to this Agreement, it will provide notice thereof to the email address provided by Subscriber. Subscriber’s continued use of the Platform following any such change indicates Subscriber’s agreement to and acceptance of any such changes. It is expressly agreed that any terms and conditions of any purchase order or similar instrument of Subscriber shall be superseded by the terms and conditions of this Agreement to the extent that such terms may be in conflict.

MediDrive Pricing Summary

As of August 1, 2024 MediDrive’s pricing is as follows:

  • Sedan (ambulatory) and Wheelchair Accessible Vehicle (WAV) is $2.00 per booked and completed ride.

  • Extra Large Wheelchair Accessible Vehicle, Stretcher Vehicle, Basic Life Support or Advanced Life Support, or any other specialty vehicle is $12.00 per booked and completed ride.

  • All cancellation fees will be passed on to the subscriber with no MediDrive service fee.

  • Management of a provider practice owned vehicle will be $5.00 per vehicle per day when the MediDrive platform is used to manage such vehicle. 


MEDIDRIVE LLC ~ TERMS OF SERVICE AND USE

These Terms of Service and Use in the United States, and the Privacy Policy (together “Terms”) detailed below shall be legally binding between you (“you” or “your”) and MediDrive LLC and its subsidiaries, representatives, affiliates, members, managers, and directors (“MediDrive,” “we,” “us,” or “our”) that govern your use of MediDrive’s websites, applications (desktop, mobile, and web-based) and all other services from MediDrive (collectively, the “Platform”) and any related content or services.

You should also review our Privacy Policy, the terms of which are incorporated herein by reference and made a part of these Terms.

PLEASE BE ADVISED AND CAREFULLY REVIEW THESE TERMS, WHICH CONTAIN PROVISIONS REQUIRING ANY DISPUTE BETWEEN US AND YOU TO BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION (see Section IX. 9 below) AND THAT YOU WAIVE ALL RIGHTS AND STANDING TO A CLASS ACTION LAWSUIT AGAINST US. THE TERMS ALSO DETAIL HOW ALL CLAIMS AGAINST US ARE RESOLVED. BY USING THE PLATFORM AND MEDIDRIVE’S SERVICES AND AGREEING TO THE TERMS, YOU WAIVE YOUR RIGHT TO ANY RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL CONCERNING ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS.

BY USING PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS AND THAT YOU UNEQUIVOCALLY CONSENT TO THESE TERMS.

IF YOU ARE NOT ELIGIBLE OR DO NOT AGREE WITH THE TERMS, YOU DO NOT HAVE MEDIDRIVE’S PERMISSION TO USE PLATFORM OR MEDIDRIVE’S SERVICES. IF YOU DO NOT AGREE TO ALL THE TERMS, DO NOT REGISTER, ACCESS, OR USE MEDIDRIVE’S SERVICES. THESE TERMS EXPRESSLY GOVERN YOUR ACCESS AND USE OF THE PLATFORM.

BY USING PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS.

Notwithstanding the preceding, if you are contracting with us to provide transportation services through our ride-hailing platform, these terms are in addition to the terms detailed in the MediDrive Transportation Provider Addendum (“Transportation Provider Addendum”) and do not supersede or otherwise impact the enforceability of any agreements you may have with us. If any agreement you may have with us in addition to these Terms conflicts with these Terms, to the extent that these Terms conflict with those agreements, the terms of those agreements shall prevail concerning any disputes arising out of or relating to the transportation services you provide. Except for the foregoing, any of the terms in these Terms not addressed in the Transportation Provider Addendum are relevant and binding on you and applicable to the transportation services you provide.

From time to time, MediDrive may without advance notice: (a) supplement or amend these Terms and other rules or access and use procedures, documentation, security procedures and standards for equipment related to the Platform, or (b) modify or withdraw any component of the Platform. All changes to these Terms will be posted on MediDrive’s website, emailed to you, or otherwise made available within the Platform and are effective as of the date they are posted. Your use of the Platform after a modification to these Terms constitutes your acceptance of the modification.

  1. Scope of MediDrive’s Services.

    1. We are a provider of a ride-sharing platform offering persons (“Rider” or “Riders”) seeking transportation to specific destinations. We facilitate this service by offering a web-based and mobile-based application to the Riders on which the Riders input their location and the desired destination by matching Riders with our approved independent ride-share drivers (“Independent Transportation Providers”) who are at the time of the Riders’ request are located nearest to the Riders’ location (“MediDrive’s Services”).

    2. By using the Platform, you authorize us to match you with Independent Transportation Providers.

    3. To provide timely and quality service, we must know the Rider’s location, requested pickup location, time of pick up, destination, user preferences as provided by you to us, and other factors that we establish and modify throughout the provision of MediDrive’s Services.

    4. Any action or inaction you make by using MediDrive’s Services will be deemed a decision you make at your sole discretion. You are solely responsible for all initiating and canceling requests in connection to MediDrive’s Services.

    5. MediDrive is not a taxi transportation service provider and we do not provide transportation services. We do not mandate our Independent Transportation Providers to give rides to any Rider nor do we mandate our Riders to accept rides from any Independent Transportation Provider. Whether or not an Independent Transportation Provider offers a ride to a Rider or commences a ride with any Rider is entirely at the discretion of the Independent Transportation Provider. Similarly, the decision of a Rider to request, accept, or cancel a ride with any Independent Transportation Provider is entirely at the discretion of the Rider. Accordingly, the Platform is merely a venue through which MediDrive’s Users contract between themselves and, as such, MediDrive does not have any control over the quality or timing of transportation services requested or provided by its Users. You agree to make your own decisions and assessments about whether to participate in any transportation offering. By using MediDrive’s Services, you acknowledge that you are solely responsible for your transportation, irrespective of whether such transportation was facilitated by the Platform.

  2. Minimum Requirements on and Limitations to Using The Platform.

    1. MediDrive’s Services must be used by individuals of at least 18 years old and of adequate mental capacity sufficient to enter into legally binding agreements and bind themselves to the Terms. Notwithstanding the preceding, Riders, at their own discretion and risk, may initiate ride-sharing services on behalf of someone younger than 18 years old but not younger than 13 years old, provided that MediDrive and/or Independent Transportation Providers reserve all rights to decline to provide MediDrive Services to anyone less than 18 years old.

    2. If a Rider is under 18 years old, they must have their parent or legal guardian create a User Account (as defined below) on their behalf and be subject to additional terms required to use the Platform and MediDrive’s Services. Any parent or legal guardian who creates an account on behalf of a Rider under 18 years old agrees to be bound by these Terms and must explain these Terms and the additional terms to the person for whom they are creating the User Account.

    3. Additional requirements and/or limitations to use MediDrive’s Services may be imposed upon you after you enroll and/or use MediDrive’s Services. MediDrive will provide notice of any such additional requirements and/or limitations through its Platform. You are responsible for checking the Platform from time to time to ensure you are aware of the most current requirements and/or limitations. Lack of knowledge by you of the applicable Terms shall not be permitted as a defense or challenge to any of the provisions of the Terms.

  3. User Accounts.

    1. To use the Platform, you need to register and maintain an account (“User Account”). Only one User Account will be given to you and You agree and promise to create only one User Account on Platform. No duplicate accounts are allowed. If your account is suspended or deactivated, you shall not create another User Account using the same name, an alias, different email address or contact information. MediDrive reserves the right to deactivate any additional or duplicate accounts.

    2. MediDrive may ask you to submit your full name, home and/or business address, mobile phone number, email address, username, date of birth, and at least one valid payment method (which you have the authority to use) that is acceptable to MediDrive, and a secure password. Your personal information will be handled in accordance with our Privacy Policy.

    3. You must always maintain accurate and complete information in connection with your User Account. Further, you agree to be responsible for the security of your User Account login information (user name and password) and do not provide this information to anyone else. If your information changes, you must notify MediDrive promptly to keep such information current.

    4. If your User Account on MediDrive’s Services has been suspended or deactivated, you will not be able to use MediDrive’s Services for the duration set forth in the notice you receive in connection to such suspension or deactivation.

    5. You shall not assign or otherwise transfer your User Account to another person to use your User Account. If a person other than you uses your User Account, you agree to be fully responsible and liable for all transactions and actions in connection to such unauthorized use. Notwithstanding this, if evidence of a third-party unauthorized intrusion or hacking of your User Account is known or made known to MediDrive, MediDrive, at its sole discretion, reserves the right to determine if any such unauthorized use should be waived or to otherwise hold you accountable for all such unauthorized transactions.

    6. On occasion, you may be asked to provide proof of age, identity, or another method of identity verification to access or use the Platform and/or MediDrive’s Services, and you agree that you may be denied access to or use of the Platform and/or MediDrive’s Services if you refuse or fail to provide proof of age, identity, or another method of identity verification or if the proof you provide does not precisely match the information you provided when registering for the User Account.

    7. If a Rider is using MediDrive’s Services that is initiated by or billed to another person or business, details about your ride and use of MediDrive’s Services will be shared with such other person or business, including details about the pickup and drop-off, vehicle type, Additional Ride Costs, any charges for cancellation or damages to the vehicle, feedback from Independent Transportation Provider, and any incident or crash that occurs in connection with MediDrive’s Services provided to the Rider. You agree that sharing this information is a condition to use MediDrive’s Services and waive any right to object to or demand to withhold any such sharing of information.

    8. If you create a User Account, you agree to accept and receive all communications from MediDrive via the email address you provide during registration, text message to the phone number you provide, or Platform. If you do not want to receive promotional communication from MediDrive, you may opt out by contacting MediDrive.

    9. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and any updates thereto. MediDrive does not guarantee that the Platform, or any portion thereof, will function on any hardware or devices. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. MediDrive is not responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.

    10. The Platform contains software (“Analytics Code”) to track, capture and aggregate data and its users data and use of MediDrive’s Services. MediDrive owns all rights in and to the Analytics Code and nothing in these Terms shall be deemed an assignment or transfer of MediDrive’s ownership rights in the Analytics Code to you. Through such Analytics Code, MediDrive may collect information about users in order to provide the Platform and MediDrive’s Services, prepare and analyze statistics, produce reports and improve and customize the Platform. MediDrive has the right to use the data in accordance with and subject to the terms of these Terms. You hereby grant MediDrive a worldwide, non-exclusive, perpetual, royalty-free license to: (i) collect and analyze information about your use of the Service; (ii) generate statistics and produce reports based on such information; and (iii) make recommendations for improving and customizing Service according to your preferences, statistics and usage activities.

  4. Charges Related to MediDrive’s Services.

    1. Obtaining transportation services through MediDrive’s Services will result in charges to Riders. Riders expressly acknowledge that charges will be incurred and borne solely by Riders for any and all of MediDrive’s Services. Charges include transportation fares, applicable fees, tolls, surcharges, taxes, fees for damages to the Transportation Provider’s vehicles arising out of the Rider’s reckless or willful conduct, and any tips to the Transportation Provider that you choose to include in the payment.

    2. MediDrive reserves the right and has sole authority to review each transaction and payment and make any necessary adjustments to the pricing or quote for each transaction through MediDrive’s Services.

    3. MediDrive’s Services’ pricing and fares varies based on the type and/or category of services you request and other factors, including wait time, inclement weather conditions, and other events outside MediDrive’s control. Riders are solely responsible for carefully reviewing the quoted prices on the Platform and shall be solely responsible for all charges and fees incurred as a result of the services provided by the Transportation Provider through the Platform. Lack of knowledge of the applicable pricing shall not be an excuse or defense to pay any outstanding balance to MediDrive.

    4. Riders will not directly pay for MediDrive’s Services or other costs to the Independent Transportation Providers. All payments must be made through the Platform.

    5. Riders may cancel a ride request through the Platform after submitting a request for a ride under the following conditions: (i) if Rider submits a cancellation request prior to four (4) minutes before the Transportation Provider arrives at the pickup location, the Rider will not incur any fee, (ii) if Rider submits a cancellation request when the Transportation Provider is at the pickup location or within the estimated four (4) minutes of arrival to the pickup location, the Rider will be charged a $5.00 cancellation fee.

    6. If the Rider fails to show up or otherwise uses the requested ride-sharing service, the Rider may be charged up to the full fare quoted during the ride request process.

    7. Riders are solely responsible for the tolls, airport fees, congestion fees, parking fees, event fees, and municipal surcharges (“Additional Ride Costs”) incurred during the ride. All Additional Ride Costs incurred by the Transportation Provider will be charged to the Rider on the final invoice for MediDrives’ Services. Riders should know that such tolls and/or parking fees may not be known at the time the Rider initiates their request for a ride but may result due to a change of route or other conditions leading to incurring such fees. Riders understand and acknowledge that their sole financial responsibility for all such fees incurred during the ride will be theirs. Additionally, where the law requires, MediDrive will collect all applicable taxes from Riders.

    8. Upon completion of a ride, Rider may choose to provide the Transportation Provider with gratuity in cash or through the Platform. All tips provided to the Transportation Provider will be entirely given to them.

    9. If you cause damage to the Independent Transportation Provider’s vehicle or property at any time, MediDrive may charge you a fee for such damage. MediDrive will determine the appropriate amount based on the damage and the severity. MediDrive may request proof of damages to verify and properly assess the damage before charging the fee. You agree that MediDrive may process the fee using your provided payment method associated with your User Account. Any fee charged against your payment method is non-refundable.

  5. Terms of Payment for MediDrive’s Services.

    1. MediDrive’s Services utilizes a third-party payment processor (the “Payment Processor”) to process Riders’ payments on MediDrive’s platform. Currently, Stripe, Inc. (“Stripe”) provides MediDrive with payment processing services. The Payment Processor’s terms and conditions apply to you and the Independent Transportation Providers. You may find their terms and conditions at: https://stripe.com/legal/ssa. By using MediDrive’s Services, you agree to be bound by all terms of the Payment Processor, which may be updated from time to time after you agree to the Terms. MediDrive reserves the right to change its third-party payment processor at any time and in its sole discretion without any advance notice to you.

      1. When you link your payment information to the Platform, you must provide accurate and complete details about your account number, address, name, and other relevant payment information (e.g., expiration date, bank and routing numbers, CVV number).

      2. When you add your payment method, MediDrive may verify your payment method to ensure payment will be covered and for protection against unauthorized transactions. Authorizations are not charges, while they may temporarily show as pending on your bank transaction ledger, your financial institution will ultimately reverse them. However, you must ensure you have sufficient funds in your account to avoid overdraft charges by your financial institution. MediDrive will not be responsible for any charges or penalties you may incur as a result of such authorizations and cannot assist you in recovering them from your financial institution.

  6. Platform Ratings and Reviews.

    1. Riders may rate and review MediDrive’s Services and Independent Transportation Providers on the Platform. Riders must ensure their feedback and ratings are fair, respectful, not defamatory, misleading, offensive, or in violation of any applicable laws. MediDrive does not verify reviews and ratings for accuracy or truthfulness, and Riders should solely use their own judgment and discretion when reading reviews and reviewing ratings.

    2. All charges to you by MediDrive are non-refundable, including if you do not complete a ride or are not satisfied with the services you received from the Transportation Provider and for any other reason whatsoever.

    3. MediDrive may send Riders promotion codes from time to time. Riders may use only valid promotion codes provided by MediDrive on the Platform. The promotion codes are non-transferable or redeemable for cash except as the law requires. Riders may not sell the promotion codes to any third party. Promotion codes may not be combined unless expressly allowed by MediDrive as part of any promotion. If the promotional code’s value exceeds the amount of a ride, the value will only be redeemable up to the value of one transaction to which the Rider applies the promotion code and Rider will lose any remaining value of such promotional code. Promotional codes cannot be used towards Additional Ride Costs. Additional restrictions applicable to a promotion code may apply and will be detailed by MediDrive as part of the applicable promotional program.

  7. Feedback and Reporting of Violations.

    1. Riders and Independent Transportation Providers may report to MediDrive any violation of the Terms that they believe should be reported. If, in connection with MediDrive’s Services, you report any issue to any local, state, or federal authority, MediDrive may request a copy of such report. You agree that MediDrive is not obligated to take action in response to any report you report to MediDrive, with the exception of when it is required by law to act.

    2. If your User Account has been terminated or you have been found to be in breach of the Terms, MediDrive may suspend or remove your reviews and/or ratings.

  8. Riding in Independent Transportation Provider’s Vehicle.

    1. Riders at all times during the ride (from the moment you sit in the vehicle until you reach your destination and it is safe to exit the vehicle) must properly wear the seatbelt and maintain safe and proper posture inside the vehicle (e.g., no hands or other body parts out of the window, feet kept grounded on the vehicle’s floor, sitting in upright position). A Rider not conforming to these safety requirements agrees to be solely and fully responsible for all personal injury (physical and emotional), bodily harm, and property damage that may result in violating this requirement. Riders’ personal belonging must be placed securely in the vehicle and per the Independent Transportation Provider’s direction.

    2. Riders are not permitted to use MediDrive’s Services to transport unlawful or hazardous materials, furniture, large household items, or any other item which, at the discretion of the Independent Transportation Provider, is not permitted to be transported.

    3. While using MediDrive’s Services, you agree to:

      1. be respectful to the Independent Transportation Provider;

      2. refrain from inappropriate language or behavior, whether or not you believe such language or behavior is warranted or reasonable;

      3. not violate any law or regulation, including, but not limited to, possession of a firearm, possession of narcotics, possessing of any contraband;

      4. refrain from smoking; and

      5. not engage in any activity that would cause a reasonable person to feel threatened, harassed, unsafe, or otherwise uncomfortable, whether not you subjectively believe such feeling would be warranted or reasonable.

    4. You may request a ride option with a child restraint system if one is made available by MediDrive. Neither MediDrive nor the Independent Transportation Provider is responsible for the safety of a child restraint system that may be available in Independent Transportation Provider’s vehicle. It is your sole obligation and responsibility to ensure that the child restraint system is installed correctly, and that the child is properly secured in the child restraint system. Please refer to the applicable state’s laws in which you use MediDrive’s Services regarding specific height, age, and weight requirements for using child restraint systems and MediDrive’s policies for child restraint systems, which may be set forth on Platform. MediDrive is not responsible for any injury or incident that may arise out of or relate to use of the child restraint system.

    5. You may request a ride option to bring a small dog or cat or other small, domesticated pet with you, subject to approval at MediDrive’s and/or Independent Transportation Provider’s sole discretion. For such rides, you are solely responsible for properly securing the animal with a leash, harness, crate/carrier, or through other secure and appropriate means. You are also responsible for ensuring that the animal does not cause damage or a mess in the Independent Transportation Provider’s vehicle. Any damage or mess caused by your pet may be subject to charges for repair and/or cleaning, depending on the type and extent of damage and/or mess (as determined by MediDrive at its sole discretion). MediDrive may request that the Independent Transportation Provider provide photographic evidence and/or inspect the vehicle to ascertain the damage.

    6. MediDrive permits certified service animals to accompany Riders without extra charge, regardless of whether you request it as a ride option.

    7. If a Rider or Independent Transportation Provider is involved in an incident or crash in connection with MediDrive’s Services, you must, within 24 hours of the incident, provide MediDrive with all information known to you relating to such occurrence, and you agree to cooperate with any interview, investigation, and resolution process concerning such incident or crash.

  1. General Provisions Relating to the Terms.

    1. Termination.

      1. MediDrive, in its sole discretion, may terminate these Terms for any reason and without advance notice and MediDrive’s Services provided by the Platform may be terminated with respect to you or in general. The termination may occur at any time and for any reason. MediDrive will not be liable to you for any loss of use or services as a result of the termination of the Terms or any of its services.

      2. You may terminate your User Account by sending us a written notice (“Notice”) to our contact information set forth below. Your Notice should include the date of termination, your User Account information (username and email address), your contact information (name and address), and the reason for termination. Termination by you will not relieve you of the legal obligations created by the Terms, and you will remain bound by the Terms until MediDrive processes your termination.

    2. Compliance with the Laws.

      1. You agree to comply with all applicable laws when accessing or using the Platform and MediDrive’s Services. Your use of the Platform and MediDrive’s Services must be only for lawful purposes. You must not use the Platform or MediDrive’s Services to transport unlawful or hazardous materials of any kind or to partake in criminal activity. You may not access or use the Platform or MediDrive’s Services to cause nuisance, annoyance, inconvenience, damage, or loss to MediDrive, the Independent Transportation Providers, or any other party.

    3. Restricted Conduct.

      1. By using Platform and MediDrive’s Services, you agree that at all times in connection with such use, you will not:

        1. Interfere with, or cause interference with or disruption, Platform or MediDrive’s Services;

        2. Make statements or comments that incite violence, are discriminatory (based on categories protected by law), or derogatory;

        3. Threaten, harass, abuse any person associated with MediDrive, or deprive another person of any lawful right of privilege they have;

        4. Defame MediDrive or Independent Transportation Providers;

        5. Use the Platform or MediDrive’s Services for criminal or tortious activity, committing fraud or conspiracy, harassment, threatening, or stalking;

        6. Attempt to impersonate another person;

        7. Transfer or sell your User Account;

        8. use any information contained in the Platform for purposes of constructing a competing service or otherwise diminishing the value of the Platform or MediDrive’s Services;

        9. Use fraudulent payment methods; or

        10. Modify, reverse engineer, decompile, or duplicate Platform.

      2. MediDrive reserves the right to investigate and take appropriate legal action against anyone who, in MediDrive’s sole discretion, violates this section, including without limitation, reporting such violations to law enforcement authorities.

    4. Intellectual Property.

      1. MediDrive and its licensors own all information, databases, text, reports, analyses, data, graphics, images, sound recordings, audio and visual clips, photographs, programs, applications, software, and other content contained in the Platform, as well as the collection, design, production, selection, and arrangement thereof (collectively, the “MediDrive Material”). We may incorporate third party software (including open-source software) as part of the Platform, and all such third-party software is subject to additional terms (if any) provided by the third-party licensor. The names, marks, and logos appearing in the Platform (collectively, the “Trademarks”) are owned by or licensed to MediDrive and are used with permission of the owner. The MediDrive Materials are protected by trademark, copyright, and other intellectual property laws. MediDrive requires you to respect the intellectual property rights that we have in the MediDrive Material and in the Trademarks.

      2. You acknowledge MediDrive’s proprietary rights in the Platform, Trademarks and MediDrive Material and associated documentation and shall protect the proprietary nature thereof. If you suggest any new features, functionality or performance for the Platform that MediDrive subsequently incorporates into the Platform (or any other software or service), you hereby acknowledges that (i) MediDrive shall own, and has all rights to use, such suggestions and the Platform (or any other service) incorporating such new features, functionality, or performance shall be the sole and exclusive property of MediDrive and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon MediDrive.

      3. MediDrive hereby grants you a limited, non-exclusive, revocable, non-sublicenseable, non-transferable limited license to use the Platform in accordance with these Terms solely for use of MediDrive’s Services. This license does not give you any ownership or intellectual property interest in the Platform, any MediDrive Material or the Trademarks. Other than as required to facilitate your permissible use, you may not reproduce, perform, publicly display, embed, create derivative works of, republish, upload, post, retransmit or redistribute in any way whatsoever any MediDrive Material or Trademarks. All rights not expressly granted to you under this Agreement are reserved by MediDrive.

  1. Disclaimers.

    1. MediDrive makes the following disclaimers on its, its successors and assigns behalf, and all of the offices, directors, members, employees, agents, and shareholders:

      1. MediDrive’S SERVICES ARE PROVIDED “AS IS” AND ONLY WHEN AVAILABLE. MediDrive DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, THAT ARE NOT EXPRESSED IN THE TERMS OR ON PLATFORM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

      2. MediDrive MAKES NO REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE, WHETHER EXPRESS OR IMPLIED, CONCERNING THE RELIABILITY, CONTINUITY, ACCURACY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF MediDrive’S SERVICES OR PLATFORM.

      3. MediDrive DOES NOT WARRANT OR GUARANTEE THE QUALITY, SUITABILITY, SECURITY, SAFETY, OR ABILITY OF THE INDEPENDENT TRANSPORTATION PROVIDERS. BY USING MediDrive’S SERVICES. YOU ACCEPT ALL RISK ARISING OUT OF YOUR USE OF MediDrive’S SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

      4. MEDIDRIVE DOES NOT WARRANT THAT: (I) THE QUALITY OF ANY INFORMATION OR SERVICES THAT YOU OBTAIN FROM THE PLATFORM WILL MEET YOUR EXPECTATIONS; (II) THE PLATFORM OR MediDrive SERVICES WILL OPERATE UNINTERRUPTED AND ERROR-FREE; OR (III) THE SERVICES WILL BE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.

      5. LOCATION DATA PROVIDED BY THE PLATFORM IS FOR BASIC LOCATION PURPOSES ONLY AND IS NOT INTENDED TO BE RELIED UPON IN SITUATIONS WHERE PRECISE LOCATION INFORMATION IS NEEDED OR WHERE ERRONEOUS, INACCURATE, OR INCOMPLETE LOCATION DATA MAY LEAD TO DEATH, PERSONAL INJURY, PROPERTY DAMAGE, OR ENVIRONMENTAL DAMAGE. MediDrive DOES NOT GUARANTEE THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF LOCATION DATA DISPLAYED BY THE PLATFORM. ANY OF YOUR INFORMATION, INCLUDING GEOLOCATIONAL DATA, THAT YOU UPLOAD OR OTHERWISE PROVIDE ON THE PLATFORM MAY BE ACCESSIBLE TO MediDrive AND ITS INDEPENDENT TRANSPORTATION PROVIDERS.

      6. MediDrive does not control, endorse, verify, or take responsibility for any Account User-provided reviews or ratings on Platform or any third-party source. MediDrive does not take responsibility, and shall not be liable, for any representations, promises, statements, or allegations made by any Independent Transportation Provider.

      7. MediDrive does not guarantee that each Rider or Independent Transportation provider is who they claim to be. All persons using MediDrive’s Services must use their own judgment when using the Platform, including verifying vehicle and driver information, age, and appearance.

      8. MediDrive is not responsible for Riders’ or Independent Transportation Providers’ conduct, and MediDrive does not insure, is not responsible for, and does not protect personal items left in a vehicle by Riders or Independent Transportation Providers.

      9. MediDrive does not promise or guarantee that any information, except for your payment information, will be maintained in confidence or protected from third-party access or theft.

      10. MediDrive is not responsible for any delay, failure, damage, loss, or injury resulting from your network’s data and messaging service’s non-performance or congestion. MediDrive does not guarantee that Platform will function as designed on any hardware or device.

  2. Limitations on Liability.

    1. MediDrive shall not be in breach of these Terms nor liable if it fails or delays to perform its obligations under these Terms if the failure or delay is due to any events, circumstances, or acts beyond MediDrive’s reasonable control, including, without limitation, as a result of a natural disaster or acts of God, acts of terrorism, labor disputes, unavailability of Independent Transportation Providers, stoppages, war, government action, epidemic or pandemic, chemical or biological disaster, strikes, protests, riots, quarantines, curfews, the government declared emergencies, inclement weather, unavailability of the Platform due to third-party intrusion or server outage. You acknowledge that the performance of certain of MediDrive’s obligations may require the cooperation of third parties designated by you and outside the control of MediDrive In the event such third parties fail to cooperate with MediDrive in a manner that reasonably permits MediDrive to perform its obligations, such failures shall be consider as causes beyond the control of the MediDrive and shall not be the basis for a determination that MediDrive is in breach of any of its obligations under these Terms or is otherwise liable.

    2. IN NO EVENT WILL MediDrive OR ITS AFFILIATES AND ANY OF THEIR RESPECTIVE OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS AND PARTNERS, AND EACH OF THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, BREACH OF DATA, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED ON PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF OBTAINING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE PLATFORM, MediDrive’S SERVICES, OR THE TERMS, INCLUDING ARISING OUT OF NEGLIGENCE, EVEN IF MediDrive KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    3. SHOULD ANY OF MediDrive OR ITS AFFILIATES AND ANY OF THEIR RESPECTIVE OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS AND PARTNERS, AND EACH OF THEIR RESPECTIVE HEIRS, SUCCESSORS OR ASSIGNS, BE FOUND LIABLE FOR ANY CLAIM OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE TERMS, PLATFORM OR MediDrive’S SERVICES, THE AGGREGATE LIABILITY FOR ANY CLAIM OR DISPUTE WILL BE LIMITED TO THE COST YOU PAID FOR THE SPECIFIC MediDrive’S SERVICES THAT GAVE RISE TO SUCH CLAIM OR DISPUTE. IF THE FOLLOWING DISCLAIMER FAILS ITS ESSENTIAL PURPOSE, THEN MEDIDRIVE’S LIABILITY FOR ANY CAUSE OF ACTION SHALL NOT EXCEED FIFTY DOLLARS ($50) IN THE AGGREGATE.

    4. The limitations of liability and damages shall apply in all claims and disputes unless applicable law does not allow the limitations of liability detailed in the Terms.

  3. Hold Harmless.

    1. Without limitation, you agree to defend, indemnify, and hold MediDrive and its affiliates and any of their respective owners, members, managers, officers, directors, employees, agents, advisors and partners, and each of their respective heirs, successors or assigns (collectively, “Indemnitees”), harmless from any and all claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of Platform and MediDrive’s Services. This hold harmless obligation shall be applicable without regard to the negligence of any party, including any of the Indemnitees.

    2. Independent Transportation Providers and Riders must deal directly with each other to resolve any disputes between them. MediDrive will not be held responsible for, and expressly disclaims any liability whatsoever from, any claims and/or controversies that may arise for any disputes between Users. In the event that you have a dispute with one or more Independent Transportation Providers, you agree to release MediDrive (including our Indemnitees) from claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other MediDrive users or to your use of the Services or participation in the Services. We reserve the right, but have no obligation, to monitor disputes between you and other MediDrive users.

  4. Choice of Law.

    1. The Terms, and all claims or defenses based on, arising out of, or relating to the Terms, including without limitation arising from or related to execution, performance, breach of contract, tort, or discrimination, shall be governed by and enforced in accordance with the laws of the State of Florida, without regard to the choice of conflict of law principles of any jurisdiction.

    2. Any alleged dispute, claim, or controversy arising out of or relating to MediDrive’s Services resulting in personal injury, sexual assault, or harassment claim shall be governed by and construed in accordance with the laws of the state in which the event occurred.

  5. Dispute Resolution and Arbitration.

    1. You agree that any dispute, claim, controversy, or action against MediDrive relating to or arising out of non-compliance with the Terms, the Platform or MediDrive’s Services must be resolved exclusively through arbitration. You expressly waive your right to a class, collection, coordinated, consolidated, joined, mass, and/or representative action against MediDrive and the Indemnitees.

    2. By agreeing to the Terms and using the Platform and/or MediDrive’s Services, you agree to waive your rights to resolution of disputes in a court of law of any jurisdiction or to a trial by a judge or jury and promise to resolve any dispute with MediDrive, and/or its affiliates, successors, assignees, members, officers, directors, employees, agents, or shareholders exclusively by arbitration (“Arbitration Agreement”). This Arbitration Agreement shall survive the termination of the Terms.

    3. All arbitration proceedings will occur in the State of Florida, County of Florida.

    4. You understand and agree that arbitration will be binding upon the parties.

    5. Arbitration shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is commenced. You may obtain a copy of these rules by clicking the hyperlink or on AAA’s website at www.adr.org. Notwithstanding the referenced rules, if you request and if deemed proper based on eh facts and circumstances surrounding the arbitration claim or dispute presented, the arbitration, at their discretion, may select different AAA rules, but under no circumstance would the arbitrator apply rules that conflict with the terms concerning Arbitration under the Terms. If you and MediDrive mutually agree, a different arbitration administrator may be selected.

    6. Under this Arbitration Agreement, you and MediDrive shall have the opportunity for reasonable discovery of non-privileged or protected information relevant to the dispute or claim. The arbitrator will make their decisions in accordance with the laws of the State of Florida and will honor all claims of privilege recognized by law. The arbitrator, however, will not be bound by prior arbitration decisions involving you. The arbitrator may award any individualized remedies that would be otherwise available in a court of law. The arbitrator will provide a written decision based on their findings and conclusions detailing any award given. The arbitrator’s decision and award, if any, shall be final and binding, and judgment on the award may be entered in any court having jurisdiction over the non-prevailing party. Notwithstanding the preceding, any award by an arbitrator may be challenged in a court of competent jurisdiction.

    7. The Arbitrator will award the prevailing party reasonable costs incurred in connection with the arbitration in accordance with the laws of the State of Florida.

    8. Should any dispute between you and us result in civil litigation in any court of competent jurisdiction, you agree not to bring a claim for any attorneys’ fees or legal expenses in relation to such dispute. You agree and hereby acknowledge that you will be solely responsible for any attorneys’ fees and/or legal expenses you may incur relating to civil litigation.

  6. No Waiver.

    1. Our failure to enforce any right or provision of the Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. MediDrive exercise of any of its remedies under the Terms will be without prejudice to its other remedies under the Terms or otherwise permitted under law.

  7. Entire Agreement.

    1. These Terms and any supplemented additional terms, addenda, conditions, policies, guidelines, standards, and disclosures (including those incorporated herein by reference) constitute the entire agreement between you and us and supersede all prior oral or written understandings or agreements you and us may have. These Terms do not confer any rights or remedies upon any third party. If any provision of these Terms is determined by an arbitrator or court of law to be invalid or unenforceable, such provisions will be struct and will not affect the validity or enforceability of the remaining provisions or your binding agreement with MediDrive.

  8. Assignment.

    1. Your rights and obligations under the Terms shall not be assigned, transferred, or delegated without MediDrive’s prior written consent. MediDrive may, at its sole discretion and without any restriction, assign, transfer, or delegate the terms and any rights and obligations under the terms to another party upon providing you with 30 days prior notice to you.

  9. Mobile Device Applications Terms.

    1. The Platform availability may vary based on the third-party app store from which you obtain MediDrive’s app. The third-party app store is not a party to these Terms and is not responsible for the provision of MediDrive’s Services. Notwithstanding, the third-party app store from which you obtain Platform shall have the right and is deemed to have accepted the right to enforce the Terms against you. You must abide by all terms and conditions applicable to you through the use of the app store.

      1. Some of Platform components may use Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

      2. If you access or download Platform from the Apple App Store, you agree to Apple’s Licensed Application End User License Terms.

  10. Contact and Notices.

  1. If you need to contact us or provide formal notice as may be required by the Terms, please email us at support@MediDrive.com.

Last updated: Feb 28, 2024

MEDIDRIVE LLC ~ TERMS OF SERVICE AND USE

These Terms of Service and Use in the United States, and the Privacy Policy (together “Terms”) detailed below shall be legally binding between you (“you” or “your”) and MediDrive LLC and its subsidiaries, representatives, affiliates, members, managers, and directors (“MediDrive,” “we,” “us,” or “our”) that govern your use of MediDrive’s websites, applications (desktop, mobile, and web-based) and all other services from MediDrive (collectively, the “Platform”) and any related content or services.

You should also review our Privacy Policy, the terms of which are incorporated herein by reference and made a part of these Terms.

PLEASE BE ADVISED AND CAREFULLY REVIEW THESE TERMS, WHICH CONTAIN PROVISIONS REQUIRING ANY DISPUTE BETWEEN US AND YOU TO BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION (see Section IX. 9 below) AND THAT YOU WAIVE ALL RIGHTS AND STANDING TO A CLASS ACTION LAWSUIT AGAINST US. THE TERMS ALSO DETAIL HOW ALL CLAIMS AGAINST US ARE RESOLVED. BY USING THE PLATFORM AND MEDIDRIVE’S SERVICES AND AGREEING TO THE TERMS, YOU WAIVE YOUR RIGHT TO ANY RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL CONCERNING ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS.

BY USING PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS AND THAT YOU UNEQUIVOCALLY CONSENT TO THESE TERMS.

IF YOU ARE NOT ELIGIBLE OR DO NOT AGREE WITH THE TERMS, YOU DO NOT HAVE MEDIDRIVE’S PERMISSION TO USE PLATFORM OR MEDIDRIVE’S SERVICES. IF YOU DO NOT AGREE TO ALL THE TERMS, DO NOT REGISTER, ACCESS, OR USE MEDIDRIVE’S SERVICES. THESE TERMS EXPRESSLY GOVERN YOUR ACCESS AND USE OF THE PLATFORM.

BY USING PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS.

Notwithstanding the preceding, if you are contracting with us to provide transportation services through our ride-hailing platform, these terms are in addition to the terms detailed in the MediDrive Transportation Provider Addendum (“Transportation Provider Addendum”) and do not supersede or otherwise impact the enforceability of any agreements you may have with us. If any agreement you may have with us in addition to these Terms conflicts with these Terms, to the extent that these Terms conflict with those agreements, the terms of those agreements shall prevail concerning any disputes arising out of or relating to the transportation services you provide. Except for the foregoing, any of the terms in these Terms not addressed in the Transportation Provider Addendum are relevant and binding on you and applicable to the transportation services you provide.

From time to time, MediDrive may without advance notice: (a) supplement or amend these Terms and other rules or access and use procedures, documentation, security procedures and standards for equipment related to the Platform, or (b) modify or withdraw any component of the Platform. All changes to these Terms will be posted on MediDrive’s website, emailed to you, or otherwise made available within the Platform and are effective as of the date they are posted. Your use of the Platform after a modification to these Terms constitutes your acceptance of the modification.

  1. Scope of MediDrive’s Services.

    1. We are a provider of a ride-sharing platform offering persons (“Rider” or “Riders”) seeking transportation to specific destinations. We facilitate this service by offering a web-based and mobile-based application to the Riders on which the Riders input their location and the desired destination by matching Riders with our approved independent ride-share drivers (“Independent Transportation Providers”) who are at the time of the Riders’ request are located nearest to the Riders’ location (“MediDrive’s Services”).

    2. By using the Platform, you authorize us to match you with Independent Transportation Providers.

    3. To provide timely and quality service, we must know the Rider’s location, requested pickup location, time of pick up, destination, user preferences as provided by you to us, and other factors that we establish and modify throughout the provision of MediDrive’s Services.

    4. Any action or inaction you make by using MediDrive’s Services will be deemed a decision you make at your sole discretion. You are solely responsible for all initiating and canceling requests in connection to MediDrive’s Services.

    5. MediDrive is not a taxi transportation service provider and we do not provide transportation services. We do not mandate our Independent Transportation Providers to give rides to any Rider nor do we mandate our Riders to accept rides from any Independent Transportation Provider. Whether or not an Independent Transportation Provider offers a ride to a Rider or commences a ride with any Rider is entirely at the discretion of the Independent Transportation Provider. Similarly, the decision of a Rider to request, accept, or cancel a ride with any Independent Transportation Provider is entirely at the discretion of the Rider. Accordingly, the Platform is merely a venue through which MediDrive’s Users contract between themselves and, as such, MediDrive does not have any control over the quality or timing of transportation services requested or provided by its Users. You agree to make your own decisions and assessments about whether to participate in any transportation offering. By using MediDrive’s Services, you acknowledge that you are solely responsible for your transportation, irrespective of whether such transportation was facilitated by the Platform.

  2. Minimum Requirements on and Limitations to Using The Platform.

    1. MediDrive’s Services must be used by individuals of at least 18 years old and of adequate mental capacity sufficient to enter into legally binding agreements and bind themselves to the Terms. Notwithstanding the preceding, Riders, at their own discretion and risk, may initiate ride-sharing services on behalf of someone younger than 18 years old but not younger than 13 years old, provided that MediDrive and/or Independent Transportation Providers reserve all rights to decline to provide MediDrive Services to anyone less than 18 years old.

    2. If a Rider is under 18 years old, they must have their parent or legal guardian create a User Account (as defined below) on their behalf and be subject to additional terms required to use the Platform and MediDrive’s Services. Any parent or legal guardian who creates an account on behalf of a Rider under 18 years old agrees to be bound by these Terms and must explain these Terms and the additional terms to the person for whom they are creating the User Account.

    3. Additional requirements and/or limitations to use MediDrive’s Services may be imposed upon you after you enroll and/or use MediDrive’s Services. MediDrive will provide notice of any such additional requirements and/or limitations through its Platform. You are responsible for checking the Platform from time to time to ensure you are aware of the most current requirements and/or limitations. Lack of knowledge by you of the applicable Terms shall not be permitted as a defense or challenge to any of the provisions of the Terms.

  3. User Accounts.

    1. To use the Platform, you need to register and maintain an account (“User Account”). Only one User Account will be given to you and You agree and promise to create only one User Account on Platform. No duplicate accounts are allowed. If your account is suspended or deactivated, you shall not create another User Account using the same name, an alias, different email address or contact information. MediDrive reserves the right to deactivate any additional or duplicate accounts.

    2. MediDrive may ask you to submit your full name, home and/or business address, mobile phone number, email address, username, date of birth, and at least one valid payment method (which you have the authority to use) that is acceptable to MediDrive, and a secure password. Your personal information will be handled in accordance with our Privacy Policy.

    3. You must always maintain accurate and complete information in connection with your User Account. Further, you agree to be responsible for the security of your User Account login information (user name and password) and do not provide this information to anyone else. If your information changes, you must notify MediDrive promptly to keep such information current.

    4. If your User Account on MediDrive’s Services has been suspended or deactivated, you will not be able to use MediDrive’s Services for the duration set forth in the notice you receive in connection to such suspension or deactivation.

    5. You shall not assign or otherwise transfer your User Account to another person to use your User Account. If a person other than you uses your User Account, you agree to be fully responsible and liable for all transactions and actions in connection to such unauthorized use. Notwithstanding this, if evidence of a third-party unauthorized intrusion or hacking of your User Account is known or made known to MediDrive, MediDrive, at its sole discretion, reserves the right to determine if any such unauthorized use should be waived or to otherwise hold you accountable for all such unauthorized transactions.

    6. On occasion, you may be asked to provide proof of age, identity, or another method of identity verification to access or use the Platform and/or MediDrive’s Services, and you agree that you may be denied access to or use of the Platform and/or MediDrive’s Services if you refuse or fail to provide proof of age, identity, or another method of identity verification or if the proof you provide does not precisely match the information you provided when registering for the User Account.

    7. If a Rider is using MediDrive’s Services that is initiated by or billed to another person or business, details about your ride and use of MediDrive’s Services will be shared with such other person or business, including details about the pickup and drop-off, vehicle type, Additional Ride Costs, any charges for cancellation or damages to the vehicle, feedback from Independent Transportation Provider, and any incident or crash that occurs in connection with MediDrive’s Services provided to the Rider. You agree that sharing this information is a condition to use MediDrive’s Services and waive any right to object to or demand to withhold any such sharing of information.

    8. If you create a User Account, you agree to accept and receive all communications from MediDrive via the email address you provide during registration, text message to the phone number you provide, or Platform. If you do not want to receive promotional communication from MediDrive, you may opt out by contacting MediDrive.

    9. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and any updates thereto. MediDrive does not guarantee that the Platform, or any portion thereof, will function on any hardware or devices. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. MediDrive is not responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.

    10. The Platform contains software (“Analytics Code”) to track, capture and aggregate data and its users data and use of MediDrive’s Services. MediDrive owns all rights in and to the Analytics Code and nothing in these Terms shall be deemed an assignment or transfer of MediDrive’s ownership rights in the Analytics Code to you. Through such Analytics Code, MediDrive may collect information about users in order to provide the Platform and MediDrive’s Services, prepare and analyze statistics, produce reports and improve and customize the Platform. MediDrive has the right to use the data in accordance with and subject to the terms of these Terms. You hereby grant MediDrive a worldwide, non-exclusive, perpetual, royalty-free license to: (i) collect and analyze information about your use of the Service; (ii) generate statistics and produce reports based on such information; and (iii) make recommendations for improving and customizing Service according to your preferences, statistics and usage activities.

  4. Charges Related to MediDrive’s Services.

    1. Obtaining transportation services through MediDrive’s Services will result in charges to Riders. Riders expressly acknowledge that charges will be incurred and borne solely by Riders for any and all of MediDrive’s Services. Charges include transportation fares, applicable fees, tolls, surcharges, taxes, fees for damages to the Transportation Provider’s vehicles arising out of the Rider’s reckless or willful conduct, and any tips to the Transportation Provider that you choose to include in the payment.

    2. MediDrive reserves the right and has sole authority to review each transaction and payment and make any necessary adjustments to the pricing or quote for each transaction through MediDrive’s Services.

    3. MediDrive’s Services’ pricing and fares varies based on the type and/or category of services you request and other factors, including wait time, inclement weather conditions, and other events outside MediDrive’s control. Riders are solely responsible for carefully reviewing the quoted prices on the Platform and shall be solely responsible for all charges and fees incurred as a result of the services provided by the Transportation Provider through the Platform. Lack of knowledge of the applicable pricing shall not be an excuse or defense to pay any outstanding balance to MediDrive.

    4. Riders will not directly pay for MediDrive’s Services or other costs to the Independent Transportation Providers. All payments must be made through the Platform.

    5. Riders may cancel a ride request through the Platform after submitting a request for a ride under the following conditions: (i) if Rider submits a cancellation request prior to four (4) minutes before the Transportation Provider arrives at the pickup location, the Rider will not incur any fee, (ii) if Rider submits a cancellation request when the Transportation Provider is at the pickup location or within the estimated four (4) minutes of arrival to the pickup location, the Rider will be charged a $5.00 cancellation fee.

    6. If the Rider fails to show up or otherwise uses the requested ride-sharing service, the Rider may be charged up to the full fare quoted during the ride request process.

    7. Riders are solely responsible for the tolls, airport fees, congestion fees, parking fees, event fees, and municipal surcharges (“Additional Ride Costs”) incurred during the ride. All Additional Ride Costs incurred by the Transportation Provider will be charged to the Rider on the final invoice for MediDrives’ Services. Riders should know that such tolls and/or parking fees may not be known at the time the Rider initiates their request for a ride but may result due to a change of route or other conditions leading to incurring such fees. Riders understand and acknowledge that their sole financial responsibility for all such fees incurred during the ride will be theirs. Additionally, where the law requires, MediDrive will collect all applicable taxes from Riders.

    8. Upon completion of a ride, Rider may choose to provide the Transportation Provider with gratuity in cash or through the Platform. All tips provided to the Transportation Provider will be entirely given to them.

    9. If you cause damage to the Independent Transportation Provider’s vehicle or property at any time, MediDrive may charge you a fee for such damage. MediDrive will determine the appropriate amount based on the damage and the severity. MediDrive may request proof of damages to verify and properly assess the damage before charging the fee. You agree that MediDrive may process the fee using your provided payment method associated with your User Account. Any fee charged against your payment method is non-refundable.

  5. Terms of Payment for MediDrive’s Services.

    1. MediDrive’s Services utilizes a third-party payment processor (the “Payment Processor”) to process Riders’ payments on MediDrive’s platform. Currently, Stripe, Inc. (“Stripe”) provides MediDrive with payment processing services. The Payment Processor’s terms and conditions apply to you and the Independent Transportation Providers. You may find their terms and conditions at: https://stripe.com/legal/ssa. By using MediDrive’s Services, you agree to be bound by all terms of the Payment Processor, which may be updated from time to time after you agree to the Terms. MediDrive reserves the right to change its third-party payment processor at any time and in its sole discretion without any advance notice to you.

      1. When you link your payment information to the Platform, you must provide accurate and complete details about your account number, address, name, and other relevant payment information (e.g., expiration date, bank and routing numbers, CVV number).

      2. When you add your payment method, MediDrive may verify your payment method to ensure payment will be covered and for protection against unauthorized transactions. Authorizations are not charges, while they may temporarily show as pending on your bank transaction ledger, your financial institution will ultimately reverse them. However, you must ensure you have sufficient funds in your account to avoid overdraft charges by your financial institution. MediDrive will not be responsible for any charges or penalties you may incur as a result of such authorizations and cannot assist you in recovering them from your financial institution.

  6. Platform Ratings and Reviews.

    1. Riders may rate and review MediDrive’s Services and Independent Transportation Providers on the Platform. Riders must ensure their feedback and ratings are fair, respectful, not defamatory, misleading, offensive, or in violation of any applicable laws. MediDrive does not verify reviews and ratings for accuracy or truthfulness, and Riders should solely use their own judgment and discretion when reading reviews and reviewing ratings.

    2. All charges to you by MediDrive are non-refundable, including if you do not complete a ride or are not satisfied with the services you received from the Transportation Provider and for any other reason whatsoever.

    3. MediDrive may send Riders promotion codes from time to time. Riders may use only valid promotion codes provided by MediDrive on the Platform. The promotion codes are non-transferable or redeemable for cash except as the law requires. Riders may not sell the promotion codes to any third party. Promotion codes may not be combined unless expressly allowed by MediDrive as part of any promotion. If the promotional code’s value exceeds the amount of a ride, the value will only be redeemable up to the value of one transaction to which the Rider applies the promotion code and Rider will lose any remaining value of such promotional code. Promotional codes cannot be used towards Additional Ride Costs. Additional restrictions applicable to a promotion code may apply and will be detailed by MediDrive as part of the applicable promotional program.

  7. Feedback and Reporting of Violations.

    1. Riders and Independent Transportation Providers may report to MediDrive any violation of the Terms that they believe should be reported. If, in connection with MediDrive’s Services, you report any issue to any local, state, or federal authority, MediDrive may request a copy of such report. You agree that MediDrive is not obligated to take action in response to any report you report to MediDrive, with the exception of when it is required by law to act.

    2. If your User Account has been terminated or you have been found to be in breach of the Terms, MediDrive may suspend or remove your reviews and/or ratings.

  8. Riding in Independent Transportation Provider’s Vehicle.

    1. Riders at all times during the ride (from the moment you sit in the vehicle until you reach your destination and it is safe to exit the vehicle) must properly wear the seatbelt and maintain safe and proper posture inside the vehicle (e.g., no hands or other body parts out of the window, feet kept grounded on the vehicle’s floor, sitting in upright position). A Rider not conforming to these safety requirements agrees to be solely and fully responsible for all personal injury (physical and emotional), bodily harm, and property damage that may result in violating this requirement. Riders’ personal belonging must be placed securely in the vehicle and per the Independent Transportation Provider’s direction.

    2. Riders are not permitted to use MediDrive’s Services to transport unlawful or hazardous materials, furniture, large household items, or any other item which, at the discretion of the Independent Transportation Provider, is not permitted to be transported.

    3. While using MediDrive’s Services, you agree to:

      1. be respectful to the Independent Transportation Provider;

      2. refrain from inappropriate language or behavior, whether or not you believe such language or behavior is warranted or reasonable;

      3. not violate any law or regulation, including, but not limited to, possession of a firearm, possession of narcotics, possessing of any contraband;

      4. refrain from smoking; and

      5. not engage in any activity that would cause a reasonable person to feel threatened, harassed, unsafe, or otherwise uncomfortable, whether not you subjectively believe such feeling would be warranted or reasonable.

    4. You may request a ride option with a child restraint system if one is made available by MediDrive. Neither MediDrive nor the Independent Transportation Provider is responsible for the safety of a child restraint system that may be available in Independent Transportation Provider’s vehicle. It is your sole obligation and responsibility to ensure that the child restraint system is installed correctly, and that the child is properly secured in the child restraint system. Please refer to the applicable state’s laws in which you use MediDrive’s Services regarding specific height, age, and weight requirements for using child restraint systems and MediDrive’s policies for child restraint systems, which may be set forth on Platform. MediDrive is not responsible for any injury or incident that may arise out of or relate to use of the child restraint system.

    5. You may request a ride option to bring a small dog or cat or other small, domesticated pet with you, subject to approval at MediDrive’s and/or Independent Transportation Provider’s sole discretion. For such rides, you are solely responsible for properly securing the animal with a leash, harness, crate/carrier, or through other secure and appropriate means. You are also responsible for ensuring that the animal does not cause damage or a mess in the Independent Transportation Provider’s vehicle. Any damage or mess caused by your pet may be subject to charges for repair and/or cleaning, depending on the type and extent of damage and/or mess (as determined by MediDrive at its sole discretion). MediDrive may request that the Independent Transportation Provider provide photographic evidence and/or inspect the vehicle to ascertain the damage.

    6. MediDrive permits certified service animals to accompany Riders without extra charge, regardless of whether you request it as a ride option.

    7. If a Rider or Independent Transportation Provider is involved in an incident or crash in connection with MediDrive’s Services, you must, within 24 hours of the incident, provide MediDrive with all information known to you relating to such occurrence, and you agree to cooperate with any interview, investigation, and resolution process concerning such incident or crash.

  1. General Provisions Relating to the Terms.

    1. Termination.

      1. MediDrive, in its sole discretion, may terminate these Terms for any reason and without advance notice and MediDrive’s Services provided by the Platform may be terminated with respect to you or in general. The termination may occur at any time and for any reason. MediDrive will not be liable to you for any loss of use or services as a result of the termination of the Terms or any of its services.

      2. You may terminate your User Account by sending us a written notice (“Notice”) to our contact information set forth below. Your Notice should include the date of termination, your User Account information (username and email address), your contact information (name and address), and the reason for termination. Termination by you will not relieve you of the legal obligations created by the Terms, and you will remain bound by the Terms until MediDrive processes your termination.

    2. Compliance with the Laws.

      1. You agree to comply with all applicable laws when accessing or using the Platform and MediDrive’s Services. Your use of the Platform and MediDrive’s Services must be only for lawful purposes. You must not use the Platform or MediDrive’s Services to transport unlawful or hazardous materials of any kind or to partake in criminal activity. You may not access or use the Platform or MediDrive’s Services to cause nuisance, annoyance, inconvenience, damage, or loss to MediDrive, the Independent Transportation Providers, or any other party.

    3. Restricted Conduct.

      1. By using Platform and MediDrive’s Services, you agree that at all times in connection with such use, you will not:

        1. Interfere with, or cause interference with or disruption, Platform or MediDrive’s Services;

        2. Make statements or comments that incite violence, are discriminatory (based on categories protected by law), or derogatory;

        3. Threaten, harass, abuse any person associated with MediDrive, or deprive another person of any lawful right of privilege they have;

        4. Defame MediDrive or Independent Transportation Providers;

        5. Use the Platform or MediDrive’s Services for criminal or tortious activity, committing fraud or conspiracy, harassment, threatening, or stalking;

        6. Attempt to impersonate another person;

        7. Transfer or sell your User Account;

        8. use any information contained in the Platform for purposes of constructing a competing service or otherwise diminishing the value of the Platform or MediDrive’s Services;

        9. Use fraudulent payment methods; or

        10. Modify, reverse engineer, decompile, or duplicate Platform.

      2. MediDrive reserves the right to investigate and take appropriate legal action against anyone who, in MediDrive’s sole discretion, violates this section, including without limitation, reporting such violations to law enforcement authorities.

    4. Intellectual Property.

      1. MediDrive and its licensors own all information, databases, text, reports, analyses, data, graphics, images, sound recordings, audio and visual clips, photographs, programs, applications, software, and other content contained in the Platform, as well as the collection, design, production, selection, and arrangement thereof (collectively, the “MediDrive Material”). We may incorporate third party software (including open-source software) as part of the Platform, and all such third-party software is subject to additional terms (if any) provided by the third-party licensor. The names, marks, and logos appearing in the Platform (collectively, the “Trademarks”) are owned by or licensed to MediDrive and are used with permission of the owner. The MediDrive Materials are protected by trademark, copyright, and other intellectual property laws. MediDrive requires you to respect the intellectual property rights that we have in the MediDrive Material and in the Trademarks.

      2. You acknowledge MediDrive’s proprietary rights in the Platform, Trademarks and MediDrive Material and associated documentation and shall protect the proprietary nature thereof. If you suggest any new features, functionality or performance for the Platform that MediDrive subsequently incorporates into the Platform (or any other software or service), you hereby acknowledges that (i) MediDrive shall own, and has all rights to use, such suggestions and the Platform (or any other service) incorporating such new features, functionality, or performance shall be the sole and exclusive property of MediDrive and (ii) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon MediDrive.

      3. MediDrive hereby grants you a limited, non-exclusive, revocable, non-sublicenseable, non-transferable limited license to use the Platform in accordance with these Terms solely for use of MediDrive’s Services. This license does not give you any ownership or intellectual property interest in the Platform, any MediDrive Material or the Trademarks. Other than as required to facilitate your permissible use, you may not reproduce, perform, publicly display, embed, create derivative works of, republish, upload, post, retransmit or redistribute in any way whatsoever any MediDrive Material or Trademarks. All rights not expressly granted to you under this Agreement are reserved by MediDrive.

  1. Disclaimers.

    1. MediDrive makes the following disclaimers on its, its successors and assigns behalf, and all of the offices, directors, members, employees, agents, and shareholders:

      1. MediDrive’S SERVICES ARE PROVIDED “AS IS” AND ONLY WHEN AVAILABLE. MediDrive DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, THAT ARE NOT EXPRESSED IN THE TERMS OR ON PLATFORM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

      2. MediDrive MAKES NO REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE, WHETHER EXPRESS OR IMPLIED, CONCERNING THE RELIABILITY, CONTINUITY, ACCURACY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF MediDrive’S SERVICES OR PLATFORM.

      3. MediDrive DOES NOT WARRANT OR GUARANTEE THE QUALITY, SUITABILITY, SECURITY, SAFETY, OR ABILITY OF THE INDEPENDENT TRANSPORTATION PROVIDERS. BY USING MediDrive’S SERVICES. YOU ACCEPT ALL RISK ARISING OUT OF YOUR USE OF MediDrive’S SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

      4. MEDIDRIVE DOES NOT WARRANT THAT: (I) THE QUALITY OF ANY INFORMATION OR SERVICES THAT YOU OBTAIN FROM THE PLATFORM WILL MEET YOUR EXPECTATIONS; (II) THE PLATFORM OR MediDrive SERVICES WILL OPERATE UNINTERRUPTED AND ERROR-FREE; OR (III) THE SERVICES WILL BE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.

      5. LOCATION DATA PROVIDED BY THE PLATFORM IS FOR BASIC LOCATION PURPOSES ONLY AND IS NOT INTENDED TO BE RELIED UPON IN SITUATIONS WHERE PRECISE LOCATION INFORMATION IS NEEDED OR WHERE ERRONEOUS, INACCURATE, OR INCOMPLETE LOCATION DATA MAY LEAD TO DEATH, PERSONAL INJURY, PROPERTY DAMAGE, OR ENVIRONMENTAL DAMAGE. MediDrive DOES NOT GUARANTEE THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF LOCATION DATA DISPLAYED BY THE PLATFORM. ANY OF YOUR INFORMATION, INCLUDING GEOLOCATIONAL DATA, THAT YOU UPLOAD OR OTHERWISE PROVIDE ON THE PLATFORM MAY BE ACCESSIBLE TO MediDrive AND ITS INDEPENDENT TRANSPORTATION PROVIDERS.

      6. MediDrive does not control, endorse, verify, or take responsibility for any Account User-provided reviews or ratings on Platform or any third-party source. MediDrive does not take responsibility, and shall not be liable, for any representations, promises, statements, or allegations made by any Independent Transportation Provider.

      7. MediDrive does not guarantee that each Rider or Independent Transportation provider is who they claim to be. All persons using MediDrive’s Services must use their own judgment when using the Platform, including verifying vehicle and driver information, age, and appearance.

      8. MediDrive is not responsible for Riders’ or Independent Transportation Providers’ conduct, and MediDrive does not insure, is not responsible for, and does not protect personal items left in a vehicle by Riders or Independent Transportation Providers.

      9. MediDrive does not promise or guarantee that any information, except for your payment information, will be maintained in confidence or protected from third-party access or theft.

      10. MediDrive is not responsible for any delay, failure, damage, loss, or injury resulting from your network’s data and messaging service’s non-performance or congestion. MediDrive does not guarantee that Platform will function as designed on any hardware or device.

  2. Limitations on Liability.

    1. MediDrive shall not be in breach of these Terms nor liable if it fails or delays to perform its obligations under these Terms if the failure or delay is due to any events, circumstances, or acts beyond MediDrive’s reasonable control, including, without limitation, as a result of a natural disaster or acts of God, acts of terrorism, labor disputes, unavailability of Independent Transportation Providers, stoppages, war, government action, epidemic or pandemic, chemical or biological disaster, strikes, protests, riots, quarantines, curfews, the government declared emergencies, inclement weather, unavailability of the Platform due to third-party intrusion or server outage. You acknowledge that the performance of certain of MediDrive’s obligations may require the cooperation of third parties designated by you and outside the control of MediDrive In the event such third parties fail to cooperate with MediDrive in a manner that reasonably permits MediDrive to perform its obligations, such failures shall be consider as causes beyond the control of the MediDrive and shall not be the basis for a determination that MediDrive is in breach of any of its obligations under these Terms or is otherwise liable.

    2. IN NO EVENT WILL MediDrive OR ITS AFFILIATES AND ANY OF THEIR RESPECTIVE OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS AND PARTNERS, AND EACH OF THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, BREACH OF DATA, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED ON PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF OBTAINING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE PLATFORM, MediDrive’S SERVICES, OR THE TERMS, INCLUDING ARISING OUT OF NEGLIGENCE, EVEN IF MediDrive KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    3. SHOULD ANY OF MediDrive OR ITS AFFILIATES AND ANY OF THEIR RESPECTIVE OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS AND PARTNERS, AND EACH OF THEIR RESPECTIVE HEIRS, SUCCESSORS OR ASSIGNS, BE FOUND LIABLE FOR ANY CLAIM OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THE TERMS, PLATFORM OR MediDrive’S SERVICES, THE AGGREGATE LIABILITY FOR ANY CLAIM OR DISPUTE WILL BE LIMITED TO THE COST YOU PAID FOR THE SPECIFIC MediDrive’S SERVICES THAT GAVE RISE TO SUCH CLAIM OR DISPUTE. IF THE FOLLOWING DISCLAIMER FAILS ITS ESSENTIAL PURPOSE, THEN MEDIDRIVE’S LIABILITY FOR ANY CAUSE OF ACTION SHALL NOT EXCEED FIFTY DOLLARS ($50) IN THE AGGREGATE.

    4. The limitations of liability and damages shall apply in all claims and disputes unless applicable law does not allow the limitations of liability detailed in the Terms.

  3. Hold Harmless.

    1. Without limitation, you agree to defend, indemnify, and hold MediDrive and its affiliates and any of their respective owners, members, managers, officers, directors, employees, agents, advisors and partners, and each of their respective heirs, successors or assigns (collectively, “Indemnitees”), harmless from any and all claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of Platform and MediDrive’s Services. This hold harmless obligation shall be applicable without regard to the negligence of any party, including any of the Indemnitees.

    2. Independent Transportation Providers and Riders must deal directly with each other to resolve any disputes between them. MediDrive will not be held responsible for, and expressly disclaims any liability whatsoever from, any claims and/or controversies that may arise for any disputes between Users. In the event that you have a dispute with one or more Independent Transportation Providers, you agree to release MediDrive (including our Indemnitees) from claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other MediDrive users or to your use of the Services or participation in the Services. We reserve the right, but have no obligation, to monitor disputes between you and other MediDrive users.

  4. Choice of Law.

    1. The Terms, and all claims or defenses based on, arising out of, or relating to the Terms, including without limitation arising from or related to execution, performance, breach of contract, tort, or discrimination, shall be governed by and enforced in accordance with the laws of the State of Florida, without regard to the choice of conflict of law principles of any jurisdiction.

    2. Any alleged dispute, claim, or controversy arising out of or relating to MediDrive’s Services resulting in personal injury, sexual assault, or harassment claim shall be governed by and construed in accordance with the laws of the state in which the event occurred.

  5. Dispute Resolution and Arbitration.

    1. You agree that any dispute, claim, controversy, or action against MediDrive relating to or arising out of non-compliance with the Terms, the Platform or MediDrive’s Services must be resolved exclusively through arbitration. You expressly waive your right to a class, collection, coordinated, consolidated, joined, mass, and/or representative action against MediDrive and the Indemnitees.

    2. By agreeing to the Terms and using the Platform and/or MediDrive’s Services, you agree to waive your rights to resolution of disputes in a court of law of any jurisdiction or to a trial by a judge or jury and promise to resolve any dispute with MediDrive, and/or its affiliates, successors, assignees, members, officers, directors, employees, agents, or shareholders exclusively by arbitration (“Arbitration Agreement”). This Arbitration Agreement shall survive the termination of the Terms.

    3. All arbitration proceedings will occur in the State of Florida, County of Florida.

    4. You understand and agree that arbitration will be binding upon the parties.

    5. Arbitration shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is commenced. You may obtain a copy of these rules by clicking the hyperlink or on AAA’s website at www.adr.org. Notwithstanding the referenced rules, if you request and if deemed proper based on eh facts and circumstances surrounding the arbitration claim or dispute presented, the arbitration, at their discretion, may select different AAA rules, but under no circumstance would the arbitrator apply rules that conflict with the terms concerning Arbitration under the Terms. If you and MediDrive mutually agree, a different arbitration administrator may be selected.

    6. Under this Arbitration Agreement, you and MediDrive shall have the opportunity for reasonable discovery of non-privileged or protected information relevant to the dispute or claim. The arbitrator will make their decisions in accordance with the laws of the State of Florida and will honor all claims of privilege recognized by law. The arbitrator, however, will not be bound by prior arbitration decisions involving you. The arbitrator may award any individualized remedies that would be otherwise available in a court of law. The arbitrator will provide a written decision based on their findings and conclusions detailing any award given. The arbitrator’s decision and award, if any, shall be final and binding, and judgment on the award may be entered in any court having jurisdiction over the non-prevailing party. Notwithstanding the preceding, any award by an arbitrator may be challenged in a court of competent jurisdiction.

    7. The Arbitrator will award the prevailing party reasonable costs incurred in connection with the arbitration in accordance with the laws of the State of Florida.

    8. Should any dispute between you and us result in civil litigation in any court of competent jurisdiction, you agree not to bring a claim for any attorneys’ fees or legal expenses in relation to such dispute. You agree and hereby acknowledge that you will be solely responsible for any attorneys’ fees and/or legal expenses you may incur relating to civil litigation.

  6. No Waiver.

    1. Our failure to enforce any right or provision of the Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. MediDrive exercise of any of its remedies under the Terms will be without prejudice to its other remedies under the Terms or otherwise permitted under law.

  7. Entire Agreement.

    1. These Terms and any supplemented additional terms, addenda, conditions, policies, guidelines, standards, and disclosures (including those incorporated herein by reference) constitute the entire agreement between you and us and supersede all prior oral or written understandings or agreements you and us may have. These Terms do not confer any rights or remedies upon any third party. If any provision of these Terms is determined by an arbitrator or court of law to be invalid or unenforceable, such provisions will be struct and will not affect the validity or enforceability of the remaining provisions or your binding agreement with MediDrive.

  8. Assignment.

    1. Your rights and obligations under the Terms shall not be assigned, transferred, or delegated without MediDrive’s prior written consent. MediDrive may, at its sole discretion and without any restriction, assign, transfer, or delegate the terms and any rights and obligations under the terms to another party upon providing you with 30 days prior notice to you.

  9. Mobile Device Applications Terms.

    1. The Platform availability may vary based on the third-party app store from which you obtain MediDrive’s app. The third-party app store is not a party to these Terms and is not responsible for the provision of MediDrive’s Services. Notwithstanding, the third-party app store from which you obtain Platform shall have the right and is deemed to have accepted the right to enforce the Terms against you. You must abide by all terms and conditions applicable to you through the use of the app store.

      1. Some of Platform components may use Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

      2. If you access or download Platform from the Apple App Store, you agree to Apple’s Licensed Application End User License Terms.

  10. Contact and Notices.

  1. If you need to contact us or provide formal notice as may be required by the Terms, please email us at support@MediDrive.com.

Last updated: Feb 28, 2024

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About

Contact

News

Privacy Policy
Subscription Agreement