Terms and Conditions of Medpaid LLC

Medpaid Marketplace Terms and Conditions

Welcome to the Medpaid Marketplace (the “Marketplace”). These Terms of Service (“Terms”) govern your access to and use of the Marketplace operated by Medpaid, LLC, a Utah limited liability company (“Medpaid,” “we,” “our,” or “us”). By using the Marketplace, you (“you,” “Company,” or “User”) agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Marketplace.

• Eligibility

To use the Marketplace, you must:

1. Be an individual or a legally registered business entity;
2. Have a valid account with Medpaid;
3. Comply with all applicable laws and regulations of the state of Utah and the United States;
4. Agree to these Terms and our Privacy Policy.

• Account Registration and Security

You are responsible for:

• Providing accurate and complete information during registration.
• Keeping your information with the Medpaid up-to-date and accurate.
• Maintaining the security of your account credentials.
• Promptly notifying Medpaid of any unauthorized use or security breaches to your account.
• Marketplace Services

Medpaid provides the following services through the Marketplace:

1. Listing Facilitation: We facilitate the listing of your products on our platform.
2. Subscription Model: We offer buyers a subscription option for your products via the Marketplace.
3. Transaction Processing: We enable transactions between you and buyers.
4. Compliance Support: We assist in identifying product eligibility for HSA/FSA use.  Notwithstanding, final compliance with said eligibility requirements is your responsibility.
5. Marketing and Promotion: We may promote your products through various channels.
6. Payment. Medpaid will pay you any amounts every 2 weeks throughout the term of your association with Medpaid.

• Company Responsibilities

You agree to:

1. Ensure that all listed products comply with applicable laws and regulations of the state of Utah and the United States.
2. Provide Medpaid with accurate and up-to-date product information.
3. Fulfill orders in a commercially reasonable amount of time.
4. Respond to customer inquiries and complaints in a commercially reasonable amount of time.
5. Assume responsibility and liability for any claims, liabilities, damages, or disputes arising from your products or services.
6. Fulfill all RMA requests in a in a commercially reasonable amount of time.

• Prohibited Activities

You may not:

1. List illegal, counterfeit, fraudulent, or prohibited items.
2. Use the Marketplace for illegal, immoral or unethical purposes.
3. Interfere with the operation of the Marketplace or other users’ experiences.
4. Misrepresent your identity, products, or services.

• Fees and Payments

1. Medpaid charges fees for the use of the Marketplace, as outlined in the subscription page (available upon request).
2. Fees are non-refundable unless otherwise stated.
3. Payment terms may be subject to separate written agreements.

• Content and Intellectual Property

1. You grant Medpaid a non-exclusive, royalty-free license to use your product listings, company and product names, company and product marks and logos, and related company and product content for the operation and promotion of the Marketplace created by you (“Content”).
2. You retain all ownership rights to your Content and acknowledge that Medpaid will maintain ownership of any content created by us. 
3. You agree not to infringe on Medpaid’s intellectual property or its intellectual property rights or the intellectual property rights of other users via the Marketplace.

• Termination

1. Medpaid reserves the right to suspend or terminate your access to the Marketplace for any violation of these Terms or other applicable policies.
2. You may terminate your account at any time by providing written notice to Medpaid.
3. Upon termination, all outstanding obligations and fees must be settled within thirty (30) business days of your termination of your account.
4. Upon termination, your access to the Marketplace will terminate immediately.

• Limitation of Liability

IN NO EVENT WILL MEDPAID OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SITES OR SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (e) COST OF REPLACEMENT GOODS OR SERVICES; (f) LOSS OF GOODWILL OR REPUTATION; (g) ANY DIRECT DAMAGES IN EXCESS OF $100.00, OR (h) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

• Indemnification

User shall indemnify, defend, and hold harmless Medpaid and its subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee”) from and against any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers),  incurred by any Indemnitee arising out of or resulting from, or are alleged to arise out of or result from: (a) User’s Content and User data, including any processing of User’s Content  or User data by or on behalf of Medpaid in accordance with these Terms; (b) User’s use or misuse of, or access to, the Marketplace, or otherwise from User’s violation of these Terms, or infringement by User, or any third party using User’s account or identity in the Marketplace, of any intellectual property or other right of any person or entity; (c) allegation of facts that, if true, would constitute User’s breach of any of its representations, warranties, covenants, or obligations under these Terms; and (d) any interpretation by, or effects on, User relating to or arising from the Maketplace.

• Privacy and Data Protection

1. Medpaid will handle your data in accordance with our Privacy Policy.
2. You are responsible for complying with all applicable data protection laws including but not limited to those state laws outlined in the Privacy Policy.

• Amendments

Medpaid reserves the right to modify these Terms at any time. Notice of changes will be provided via email or through the Marketplace. Continued use of the Marketplace constitutes acceptance of the updated Terms.

• Assignment.

User may not assign all or any part of its rights or obligations hereunder, whether by operation of law, change of control, or in any other manner, without the prior written consent of Medpaid. Any such assignment in violation of this Section will be deemed void. Medpaid may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation and without providing notice to User.

• Governing Law and Dispute Resolution

1. Any disputes between Medpaid and you will be resolved through binding arbitration in St. George, Utah, unless prohibited by law.
2. Governing Law. These Terms of Use are governed by and construed in accordance with the laws of the State of Utah without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Utah. ANY LEGAL SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE RIGHTS OR LICENSES GRANTED HEREUNDER WILL BE INSTITUTED EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF UTAH IN EACH CASE LOCATED IN THE CITY OF ST. GEORGE AND COUNTY OF WASHINGTON, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION, OR PROCEEDING. Service of process, summons, notice, or other document by mail to User’s address set forth on the Marketplace shall be effective service of process for any suit, action, or other proceeding brought in any such court.
3. WAIVER OF JURY TRIAL. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR ANY TRANSACTION CONTEMPLATED BY THESE TERMS.

• Miscellaneous

1. These Terms constitute the entire agreement between you and Medpaid regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein.
2. If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.
3. Headings shall be used herein for reference purposes only and shall not be construed or interpreted to be part hereof.
4. Nothing in this Agreement shall be deemed to create a relationship of partnership or joint venture between the parties hereto.
5. If any of the provisions contained herein are found to be illegal or unenforceable by reason of any statute or rule of law, the remaining portions of this Agreement shall not be effected thereby and shall remain in full force and effect, it being the intention of the parties that this Agreement shall be in force insofar as it is consistent with law.

Contact Information If you have any questions about these Terms, please contact us at:

Info@Medpaid.com or 435-772-4183. Monday-Friday between 9:00 am – 5:00 pm MST.