Terms & Conditions

Last Updated on October 2, 2023

Acceptance of these Terms

These terms of use are entered into by and between You and TeleDaaS PLLC and, as applicable, our subsidiaries and affiliates, including Mirada Medical Ltd. (“Mirada Medical”), which provides management, administrative, and technology services to TeleDaaS PLLC (collectively referred to herein as “TeleDaaS,” “we,” or “us”). The following terms and conditions, and any other documents expressly incorporated by reference (these "Terms"), govern your access to and use of this Site [insert website link] (the “Site”), our customer portal (the “Portal”) and all content, functionality, and services thereto (together with the Site and the Portal, the “Services”), including, without limitation, third-party payment processors and their Services, offered on or through the Services.

Please read the Terms carefully before you start to use the Services. By using the Services, you accept and agree to be bound and abide by these Terms and our Privacy Policy incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Services.

The Services are offered and available to users who are 18 years of age or older and reside in the United States. By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

THESE TERMS SUPPLEMENT AND ARE IN ADDITION TO THE TERMS SET FORTH IN ANY WRITTEN AGREEMENT YOU HAVE ENTERED INTO WITH US (“CUSTOMER CONTRACT”) OR ANY INVOICE THAT YOU RECEIVE FROM US. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND CONDITIONS AND ANY CUSTOMER AGREEMENT OR INVOICE, THE TERMS OF THE CUSTOMER AGREEMENT OR INVOICE SHALL CONTROL.

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter.

Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

You represent and warrant that if you are accessing the Services, including any payment services described herein, on behalf of a third-party that you are fully authorized to act on its behalf and enter into these Terms. We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.

By accepting these Terms, you acknowledge and agree that Mirada Medical provides administrative services and offers a technology platform to TeleDaaS PLLC. You understand that Mirada Medical is not a healthcare provider or provider of any other professional service, and that by using the Services, you are not entering into a provider-patient relationship with Mirada Medical. Mirada Medical does not employ the clinical providers that contract with or are employed by TeleDaaS PLLC (the “Providers”), and Mirada Medical does not control or interfere with the practice of any professional medical services by TeleDaaS PLLC or the Providers, nor determines or sets the methods, standards, or conduct of the practice of medicine or healthcare provided at, by, or through TeleDaaS PLLC or the Providers. TeleDaaS PLLC and the Providers retain complete authority with regards to all medical decision-making and patient care.

You are responsible for both:

Making all arrangements necessary for you to have access to the Services.
Ensuring that all persons who access the Services through your internet connection and/or on your behalf are aware of these Terms and comply with them.

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to register with the Services or otherwise, including, but not limited to, through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is unique to you and agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by TeleDaaS, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

You may store files that are automatically cached by your Web browser for display enhancement purposes; and
You may print one copy of a reasonable number of pages of the Services for use in connection with the services provided on the Services and not for further reproduction, publication, or distribution.

You must not:

Modify copies of any materials from the Services;
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; or
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Services.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms, your right to use the Services will terminate immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by TeleDaaS and/or its applicable licensors or other providers. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

In any way that violates any applicable law or regulation;
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
To impersonate or attempt to impersonate TeleDaaS, a TeleDaaS employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm TeleDaaS or users of the Services, or expose them to liability.

Additionally, you agree not to:

Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services;
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms, without our prior written consent;
Use any device, software, or routine that interferes with the proper working of the Services;
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services;
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack; or
Otherwise attempt to interfere with the proper working of the Services.

Information About You and Your Visits to the Services

All information we collect on the Services is subject to our Privacy Policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

We are not responsible for any use, transfer or security of data or information by or for the applicable privacy practices of third parties to whom your information is provided pursuant to your use of the Services, as described above.

If you interact with third parties pursuant to your use of the Services, you are solely responsible for your decision to permit any such third parties to access or use personal information to which you have granted access. We have no responsibility or liability for such interactions or the resulting data access and use.

Links from the Services

If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party sites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such sites.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.

YOUR USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER TELEDAAS NOR ANY PERSON ASSOCIATED WITH TELEDAAS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER TELEDAAS NOR ANYONE ASSOCIATED WITH TELEDAAS REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, TELEDAAS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL TELEDAAS, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICESS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless TeleDaaS, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, any use of the Services's content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the Services. We reserve the right, in our sole discretion and at our own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by us in the defense of any claims. You may not settle any claims without our prior written consent.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois, in each case located in the County of Cook. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Before seeking legal recourse for any harm you believe you have suffered arising from or related to your use of the Services, you agree to inform us in writing and to give us thirty (30) days to cure the harm before initiating any action.

Waiver and Severability

No waiver by TeleDaaS of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of TeleDaaS to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. To be effective, any waiver by TeleDaaS must be in writing and signed by an authorized representative of TeleDaaS.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement

The Terms and our Privacy Policy constitute the sole and entire agreement between you and TeleDaaS regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

Assignment

You may not assign or otherwise transfer ownership of your rights and obligations under these Terms to anyone without our prior written approval. We may freely assign, transfer and delegate our rights and obligations under these Terms.

Force Majeure

TeleDaaS 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 cause beyond TeleDaaS’s control. Certain obligations may require the cooperation of third parties outside the control of TeleDaaS. In the event such third parties fail to cooperate in a manner that reasonably permits the performance of TeleDaaS’s obligations, such failures shall be considered as causes beyond the control of TeleDaaS and shall not be the basis for a determination that Consulting is in breach of any of its obligations under this Agreement or is otherwise liable.

If you have any questions or comments, please contact us at operations@teledaas.com.