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QDX Terms of Service

Version 1.0 · Effective October 3, 2026

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Introduction

Welcome to QDX, a platform through which clinicians and practices order laboratory tests for their patients and receive the results. These Terms of Service ("Terms") govern your access to and use of the website at qdx.systems, the QDX web portal, the QDX application programming interface ("API"), QDX's integrations with electronic medical record systems, QDX order forms, and the other platforms and services provided by QDX Systems LLC ("QDX," "we," "us," or "our") that incorporate or link to these Terms (collectively, the "Platform").

This is a legal agreement. Please read these Terms carefully, as your use of our Platform constitutes your agreement to be bound by these Terms. If you are accepting these Terms on behalf of any third party, including a Practice, you represent and warrant that: (i) you have full legal authority to bind the applicable third party to these Terms; (ii) you have read and understand these Terms; and (iii) you agree, on behalf of the third party that you represent, to these Terms (together, "you").

Other terms also apply to your use of the Platform, and they are incorporated herein by this reference. These include the QDX Lab Ordering Terms, which govern the ordering, collection, resulting, pricing and billing of laboratory tests; the QDX Business Associate Agreement; the QDX Acceptable Use Policy; and our Privacy Policy, which applies to any data shared on the Platform. If these Terms conflict with the Business Associate Agreement with respect to Protected Health Information, the Business Associate Agreement controls.

Definitions

Throughout these Terms, we may use certain words or phrases, and it is important that you understand their meanings.

"Account" means a Practice's account on the Platform, including the Clinician and staff users linked to it.

"Clinician" means a natural person who holds a valid National Provider Identifier ("NPI") and a current license, as required by Law, to order laboratory tests, and who is registered on a Practice's Account to order tests through the Platform.

"Governmental Authority" means any national, state, local or other government, or subpart, agency, or unit thereof.

"Intellectual Property Rights" means all intellectual property rights, including intellectual property rights comprising or relating to: (a) inventions and patents; (b) trademarks, service marks, and logos; (c) internet domain names registered by any authorized private registrar or Governmental Authority, web addresses, web pages, websites, and URLs; (d) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, code, data, data files, and databases, and other specifications and documentation; (e) trade secrets; and (f) all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of these rights or forms of protection under the Laws of any jurisdiction throughout the world with respect to any of the foregoing, however arising in each case, whether registered or unregistered, and including all registrations and applications therefor, and renewals or extensions thereof.

"Lab Partner" means an independent third-party clinical laboratory, and any laboratory services provider through which QDX places orders with it, that performs tests ordered through the Platform.

"Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, policy, or other requirement or rule of law of any Governmental Authority.

"Order" means a request by a Clinician, submitted through the Platform, for one or more laboratory tests for a Patient.

"Patient" means a natural person for whom a Clinician orders tests through the Platform.

"Payment Processor" means a third-party company which processes payments initiated through the Platform.

"Practice" means the clinic, medical practice, or solo Clinician that holds an Account and is responsible for the Orders placed under it and for paying for them.

"Services" refers to the services that we provide to or on behalf of Practices and Clinicians or arrange for through our Platform, including the Platform itself; receiving and placing Orders with Lab Partners; contacting Patients and booking specimen-collection appointments on their behalf; receiving and delivering results; and billing and payment processing. Practices and Clinicians are responsible to their Patients, including for the tests ordered and for the interpretation of and follow-up on results; QDX's responsibility is limited to performing the Services on behalf of Practices and Clinicians.

"User" refers to Practices, Clinicians, staff users of an Account, and general visitors to the Platform.

Content for Information Purposes Only

The information and content contained on the Platform is provided for informational purposes only and is not meant to provide you with medical advice or for replacing your professional knowledge or judgment. Do not use the Platform for medical emergency services. The information on the Platform is not a substitute for medical care or for seeing or obtaining advice from a healthcare professional.

We work to ensure that information on the Platform is correct; however, we cannot guarantee that all information is correct, complete or current. Lab Partners may make changes to tests, specimen requirements and reference ranges from time to time, and the Lab Partner's own materials may contain more and/or different information than that shown on the Platform.

All features, specifications, tests, and prices described on the Platform are subject to change at any time without notice. We reserve the right to make changes to information about price, description or availability without notice. The inclusion of any test or Service on the Platform does not imply or warrant that it will be available at any particular time, in any particular location, or for any particular Patient.

Requirements

In order to use our Platform and any Services, you must comply with these Terms and meet a number of conditions, including but not limited to:

  • You must have reached the minimum age required to enter into a contract in the area in which you reside.
  • You must know and comply with all Laws of the jurisdictions in which you are located and in which your Patients are located, including, but not limited to, all Laws pertaining to professional licensing or conduct, the ordering of laboratory tests, or taxes.
  • You must provide us with true, accurate, and complete information, payment information and other information that we deem necessary to provide you with our Services, and you are responsible for maintaining and promptly updating such information so it remains true, accurate and complete at all times, including but not limited to each Clinician's NPI, professional licensing and credentialing.
  • If you charge your Patients for tests ordered through the Platform, you must charge Patients no more than is permitted under the Laws where you are located or operate and/or where the Patient resides.
  • You must not be in violation of any embargoes, export controls, or other Laws of the United States, or other countries having jurisdiction over these Terms, QDX, or you.

Right to Access and Rules of Use

Subject to the terms and conditions of these Terms, and so long as your Account is in good standing, as solely determined by QDX, QDX hereby grants to you a limited, personal, revocable, non-exclusive, non-transferable right to access and use the Platform solely for your internal business purposes.

In addition to meeting the user requirements above and complying with the terms and conditions of these Terms, you agree to comply with the following rules governing use of our Platform and Services:

  • You shall not make any representations, warranties, guarantees, indemnities, commitments, or other similar claims actually, apparently, or ostensibly on behalf of QDX that are inconsistent with these Terms.
  • You shall comply with all applicable Laws of any Governmental Authority with jurisdiction over your actions.
  • You shall not engage in any unlawful or illegal, unfair, fraudulent, malicious, negligent, misleading, or deceptive practices, or which promotes any criminal activity or provides information about the same.
  • You shall not post or send anything violent, indecent, obscene, threatening, pornographic, racist, hateful, libelous, or defamatory, or which discloses private or personal information concerning any person other than yourself (other than any person from whom you have the requisite authorization, as required by applicable Law) or otherwise objectionable, as determined in the exclusive discretion of QDX.
  • You shall not infringe on anyone's Intellectual Property Rights (including QDX's Intellectual Property Rights), defame anyone, or otherwise violate the rights of a third party.
  • You shall not create a false identity or duplicative Accounts for any purpose.
  • You shall not hack, crack, phish, SQL inject, or otherwise compromise the confidentiality, integrity, or availability of the Platform, Services, or users' computers, including, without limitation, viruses, worms, time bombs, Trojan horses or any other contaminating, harmful or destructive code, or use the Platform or Services in any manner that could disable, damage or overburden the Platform.
  • You shall not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, decompile, reverse engineer, create derivative works from, or otherwise exploit the Platform, in whole or in part, or any content or information from the Platform, in whole or in part, without our express written permission, including removing, deleting, altering, or obscuring any copyrights, trademarks, or other proprietary notices from any portion of the Platform, including but not limited to accessing or using any content or information from the Platform in order to directly or indirectly compete with QDX. Use of the API in accordance with QDX's published API documentation is permitted.
  • You shall not use any spider, bot, or other automatic or manual device or process for the purpose of scraping, harvesting, compiling, indexing, surveying, building artificial intelligence/machine learning models, or otherwise data mining information on the Platform, including probing, scanning, testing the vulnerability of, or breaching the authentication measures of, the Platform or any related networks or systems.
  • You shall not use the Platform or Services in connection with unsolicited communications, including but not limited to unauthorized advertising, junk, or bulk e-mail.
  • You shall not interfere with other users' use of the Platform or Services.
  • You may not post or transmit charity requests, petitions for signatures, chain letters, or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials, or any other solicitation of other users.
  • You shall not permit any other person (other than a Clinician or staff user linked to your Account, or an agent acting on your behalf and subject to your direct supervision and control) to access the Platform or Services using your Account information for any purpose.
  • You may not do anything else which, in QDX's sole discretion, may bring QDX or any of its users into disrepute, endanger the business or safety of QDX or any third party, or constitutes any use other than the business purposes for which the Platform and Services are intended, as solely determined by QDX.
  • You shall not represent yourself as acting on behalf of QDX as its agent or otherwise.
  • You will not submit claims for tests ordered through our Services for reimbursement from any federal or commercial insurance provider, as further described in the Lab Ordering Terms.

Our provision of Services to you and your access to the Platform is contingent on your agreement with this and all other sections of these Terms. We reserve the right to change or include new requirements as deemed appropriate in our sole discretion without providing prior notice to you.

You hereby expressly acknowledge that you are solely and exclusively responsible for your, your Clinicians', your employees', your agents', and your staff users' compliance with the Terms and any and all applicable Laws. QDX does not provide any advice concerning potentially applicable Laws or your compliance therewith. The reference to specific laws or regulations shall not be read or construed to imply that such laws or regulations are applicable to you, nor that other laws or regulations are not applicable to you. Further, QDX expresses no opinion with respect to the appropriateness or legality of any test ordered for any Patient. It is your responsibility to consult with the appropriate advisors as necessary to ensure that you are informed of and in compliance with all applicable Laws.

QDX may, at any time and for any reason, in its sole discretion, and without notice or liability, suspend, deactivate, or terminate your access to or use of the Services, and may terminate these Terms, including, without limitation, if you breach these Terms or any other applicable agreement or if you act in a manner inconsistent with applicable Laws.

If you wish to use our Platform and Services, including all Services provided on your behalf, QDX requires that each Clinician be authorized by any applicable Governmental Authority to order the tests that Clinician orders. By using our Platform and Services, including all Services provided on your behalf, you hereby warrant that each Clinician is so authorized. QDX verifies each Clinician's NPI against the national provider registry, but that verification does not relieve you of this responsibility. Governmental Authorities, professional organizations, or other regulating entities with jurisdiction over Clinicians may require that certain ethical standards be followed, and you may be required to make certain disclosures to your Patients. You agree to act at all times in accordance with all licensing, credentialing, scope-of-practice and ethical standards applicable to you.

Changes to the Platform and Automatic Updates

We reserve the right at any time to change: (i) the Platform, including terminating, eliminating, supplementing, modifying, adding, or discontinuing any content or feature or data or service on or available through the Platform or the hours during which they are available; (ii) the equipment, hardware, or software required to use and access the Platform; and (iii) prices for the Platform or tests made available therein. We shall not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform, or any items available on the Platform.

We may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Platform and related services or provide new features or functionalities (collectively, "Updates"). These may be automatically installed or applied without providing any additional notice or receiving any additional consent. You consent to these automatic Updates. If you do not want such Updates, your remedy is to stop using the Platform.

There may be certain Updates that relate to new and/or enhanced features that we may permit you to opt out of. We will provide further information regarding your ability to opt out of such new and/or enhanced features in the applicable Platform documentation or in another manner in which we may choose to communicate to you.

Accounts and Passwords

Certain features or Services offered on or through the Platform require you to register for an Account (including setting up login credentials or API keys). You are solely responsible for maintaining the confidentiality of your Account information, including your passwords and API keys, and for any and all activity that occurs under your Account; we will accept the instructions of any individual who presents your Account credentials, or who acts through a third-party system (such as an electronic medical record system) that you have connected to your Account. You agree to notify QDX immediately at ops@qdx.systems of any unauthorized use of your Account or credentials. You may not use the Account or credentials of any other individual or entity at any time without the express permission and consent of the holder of the Account. QDX will not be liable for any loss or damage arising from your failure to comply with this Section, including for misuse or misappropriation of your information, and you agree to indemnify QDX from any claims, damages, losses, liabilities, expenses, and/or costs resulting from a breach of your obligations with respect to your Account and Account information.

  • Practice Accounts. The Practice is responsible for its Account and for every Clinician and staff user linked to it, and for all Orders placed under it.
  • Clinicians. Each Clinician who orders tests must be registered on the Practice's Account. QDX requires certain identification, contact and professional information to register a Clinician, including the Clinician's NPI and license information, and verifies the NPI against the national provider registry. Orders may be placed only under the name of a registered Clinician.

By creating an Account, you consent to receive electronic communications (e.g., via email, SMS, fax, and telephone, where applicable), directly or indirectly by us or on our behalf to any email address, phone number, fax number, or device associated with your Account. These communications may include notices about your Account (e.g., Account changes, sign-in links, and other transactional information), about Orders and results, and invoices, and are part of your relationship with us. We may also send you promotional communications including, but not limited to, newsletters, surveys, and other news and information we think will be of interest to you. You may opt out of promotional communications by following the instructions contained in them or by contacting ops@qdx.systems; please allow up to 10 business days for your request to be processed. Please note that even if you opt out of receiving promotional communications, we may still send you transactional messages relating to your use of the Platform or messages sent as part of an existing business relationship.

Text messages are sent only to persons who opt into and consent to receiving messages, or where consent is provided to us through an intermediary. Message frequency will vary depending on how you use the Services. Message and data rates may apply. Reply STOP to any QDX text message to stop receiving text messages from that number.

Payments

QDX charges the Practice for the tests ordered under its Account and resulted, at the prices shown on the Platform, as described in the Lab Ordering Terms. Payments are processed by the Payment Processor. The Practice is responsible for all amounts owed under its Account, whether or not the Practice is reimbursed by its Patients. QDX reserves the right to change its prices and fees at any time; changes apply to Orders placed after the change takes effect.

You are responsible for any taxes applicable to your business, including but not limited to income tax, and QDX is not required to maintain records on your behalf or to report any income or other information to relevant Governmental Authorities (unless otherwise required to do so by applicable Law).

Our Intellectual Property Rights

The Platform, including the underlying software and technology, contains copyrighted material, trademarks (including but not limited to the QDX name and logo), service marks, trade dress, logos, and other registered and unregistered proprietary content, including but not limited to, text, software, technology, applications, sound, photographs, buttons, images, logos, video, and graphics (the "Content"), which is the property of QDX and its affiliates and licensors. The entire selection, structure, design, organization, coordination, arrangement and "look and feel" of the Platform and the Content are copyrighted as a collective work of QDX under copyright laws and are the exclusive property, valuable trade secrets, and confidential information of QDX, its affiliates, and/or their licensors, and title to the Platform and the Content shall at all times remain with QDX, its affiliates, and/or their licensors. Notwithstanding anything contained in these Terms to the contrary, QDX reserves the right to make available, distribute or release the Platform under different license terms or to stop distributing, making available, or releasing the Platform at any time.

You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Platform without receiving our prior written permission. You further agree not to remove, alter or obscure any proprietary notice or legend of QDX, its Lab Partners or licensors. No Content may be used as part of a URL, secondary level domain name, metatag, key word, file name, or used in any advertising.

Neither these Terms nor your use of the Platform transfer any right, title, or interest in the Platform, Content, or QDX Intellectual Property Rights to you. We and our third-party licensors retain all of our and their respective right, title, and interest to the Platform, Services, Content, and Intellectual Property Rights. Any rights not expressly granted herein are reserved. We may revoke our consent for your use of our Content, or any other permission granted to you under these Terms, at any time and in our sole discretion. You agree that if we so request, you must take immediate action to remove any usage of our Content that you may have engaged in, even if it would cause a loss to you.

You agree to notify QDX immediately of any pirating, infringement, or imitation of the Platform or the Content or other Intellectual Property Rights of QDX which comes to your attention during your use of the Platform. If you learn of a threat, demand, allegation, or indication that the Platform infringes or misappropriates any third party Intellectual Property Rights ("Intellectual Property Claim"), you will notify QDX promptly of such claim. QDX may in its sole discretion, elect to assume sole control for the defense and settlement of said Intellectual Property Claim and you will provide reasonable information and assistance to QDX for the defense of such claim.

Your Content

QDX permits you to submit content to the Platform, such as Practice details, logos, order forms, and other materials. QDX must be assured that it has the right to use the content that you submit. Whenever submitting content to the Platform, you grant us a non-exclusive, worldwide, royalty-free right to use, reproduce, display, and transmit that content as needed to provide the Services to you and to operate the Platform. You warrant to us that you have the right to grant us these rights to such content, and you agree to indemnify, defend, and hold us harmless for any losses, damages, expenses, liabilities, and costs (including, without limitation reasonable attorneys' fees and costs) resulting from our use of such content. Protected Health Information you submit is used and disclosed only as permitted by the Business Associate Agreement.

We take copyright and trademark infringement very seriously. If you believe that another user has infringed on your intellectual property rights, notify us immediately by sending full details to ops@qdx.systems. Please provide the following information when notifying us of the alleged copyright or trademark infringement:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright/trademark interest that is claimed to have been infringed;
  • Identification of the copyrighted work/trademark alleged to have been infringed;
  • A description of the material that is claimed to be infringing and information sufficient to locate the material on the Platform;
  • Information sufficient to contact the complaining party, such as a physical address, telephone number, and, if available, an electronic mail address;
  • A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright/trademark owner, its agent, or the law; and
  • A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright/trademark owner's behalf.

If we in good faith believe any material infringes a copyright or otherwise violates any Intellectual Property Rights, we will remove or disable access to such material.

Please be advised that false reports of infringement are defamatory and actionable, and a user affected by such false reports may seek an award of damages from you if such a report is made.

Libel and Slander

Defamation is prohibited by these Terms, and we request that you notify us at ops@qdx.systems if you believe any content on the Platform is defamatory. You agree to bring any action for libel in the state courts located in Palm Beach County, Florida or the United States District Court for the Southern District of Florida within one (1) year from the date the allegedly libelous act occurred or be deemed forever waived.

Third Party Applications and Resources

The Platform provides, and third parties may provide, links to third-party applications and websites, products, devices, items, services, and other materials (collectively, "resources"), including resources that are framed within the Platform. We provide links to third party-owned resources as a convenience to users. Third-party resources are not under our control, and you acknowledge and agree that we are not responsible for the availability of such resources, and that we do not endorse, sponsor, recommend, and are not responsible or liable for any third party resources or other content, products, services, or materials on or available from such resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party resources; your use of any third-party resources and any interactions with third parties are solely between you and such third parties. If you visit third-party resources, we encourage you to consult the privacy policy and the terms and conditions of each such resource that you visit.

We may offer you the ability to connect your Account with third-party resources, such as electronic medical record systems, and to receive results and notices through channels you choose, such as HL7 or FHIR interfaces, Direct secure messaging, email, fax, or text message. You understand and acknowledge that by connecting your Account or choosing a channel, we and the third party may share information between your accounts (including data syncing), and you are responsible for the accuracy of the destinations you give us, for notifying us of any restrictions on data sharing, and for instructing the third-party resources on any limitations on information provided to it by us. We accept no responsibility for information once it has been transmitted to the third-party resource or destination you have designated and is outside of our control.

You agree that your use of third-party owned resources will at all times comply with the terms and conditions applicable to such third-party resources.

You acknowledge and agree that certain items of software included with the Platform may be subject to "open source" or "free software" licenses or may be not proprietary to QDX ("Third-Party Materials"). All right, title, and interest in and to the Third-Party Materials are and will remain with the respective rights holders in the Third-Party Materials. All Third-Party Materials are provided "as is" with no representation or warranty.

Disclaimer of All Warranties

ALL SERVICES ARE PROVIDED BY QDX "AS IS," AND WE HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATION, CONDITION, OR WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QDX MAKES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, CONTENT, AND SERVICES, INCLUDING THOSE SERVICES PROVIDED BY LAB PARTNERS OR THE PAYMENT PROCESSOR, AND SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, ACCURACY, COMPLETENESS, VALIDITY, TIMELINESS, NON-INFRINGEMENT, RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE PLATFORM OR THE PROVISION OF THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED, OR THAT THE PLATFORM OR SERVICES WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING, HARMFUL, OR DESTRUCTIVE PROPERTIES.

YOU USE THE PLATFORM AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND QDX DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR COMPUTER OR MOBILE DEVICE, RESULTING FROM YOUR USE OF THE PLATFORM. QDX AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE PLATFORM: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR COMPUTER, DEVICE, OR SYSTEMS; OR (III) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QDX SHALL CREATE ANY WARRANTY.

IN NO EVENT WILL QDX OR ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PLATFORM.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO ONLY THOSE REQUIRED BY LAW, FOR THE SHORTEST DURATION PERMITTED BY LAW, AND WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

Indemnity and Limitation of Liability

You hereby agree, individually and for any third party on behalf of which you are acting, to defend, indemnify, and hold QDX, along with its affiliates, subsidiaries, successors, partners, Lab Partners, licensors and third-party providers, and the directors, officers, members, managers, agents, and employees of each of them (collectively, the "Protected Parties"), harmless from and against any and all damages, costs, claims, liabilities, losses, proceedings, judgments, settlements, fees and expenses incurred by QDX or a third party arising from or related to (i) your breach of these Terms; (ii) your or your agent's acts or omissions in connection with access to and use of the Platform; (iii) your or your agent's negligence or willful misconduct in connection with access to and use of the Platform; (iv) your violation, infringement, or misappropriation of the Intellectual Property Rights of any third party; or (v) QDX's provision of Services to you or on your behalf (or anyone acting under your Account or credentials), including but not limited to any use of our Platform or Services. You agree that this duty to defend extends to requiring you to pay for our reasonable attorneys' fees, court costs, expert witness fees and disbursements. If any claim is commenced against QDX under this paragraph, QDX will provide notice of the claim and copies of all related documentation to you, and you will assume control of the defense of such claim at your sole cost and expense. Notwithstanding the foregoing, QDX reserves, and you grant to us, the right, at your own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such matter without the prior written consent of QDX.

IN NO EVENT SHALL THE PROTECTED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST INCOME OR PROFITS OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT QDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THESE TERMS EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO QDX FOR THE SERVICES DURING THE THREE (3) MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO A CAUSE OF ACTION HEREUNDER.

NONE OF THE PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES, DAMAGE, OR DESTRUCTION OF DATA, INCLUDING, WITHOUT LIMITATION, LOSS OF ALL YOUR ACCOUNT INFORMATION OR LOSS OF YOUR ORDER INFORMATION, AND/OR DAMAGES OR LOSSES YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE SERVICES OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THE SERVICES AVAILABLE TO YOU OR COLLECTING THE DATA CONTAINED THEREIN, OR FROM ANY OTHER CAUSE RELATING TO YOUR (OR YOUR PATIENTS') ACCESS TO OR YOUR (OR YOUR PATIENTS') INABILITY TO ACCESS THE SERVICES, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT.

You agree that the Protected Parties are not responsible in any way for damages caused by third parties who may use our Services or who provide services through the Platform, including but not limited to people who commit intellectual property infringement, defamation, tortious interference with economic relations, or any other actionable conduct towards you. Further, you agree that the Protected Parties are not responsible for any failure of a third party to comply with or fulfill any contractual obligation, including but not limited to any act or omission of a Lab Partner or patient service center, any actions taken by a Payment Processor, any failure by a Payment Processor to direct payments to the correct destination, or any disruptions, scheduled or unscheduled, intentional or unintentional, of our Platform which may prevent access temporarily or permanently. We are not responsible for any fraud, malpractice, negligence, or other torts by any third party.

For jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by Law. Specifically, we do not disclaim liability which is not lawful to exclude, either now or in the future.

The provisions of this Section are for the benefit of the Protected Parties. Each of the Protected Parties shall have the right to assert and enforce those provisions directly against you on its own behalf.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. AS PART OF THESE TERMS, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THESE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

Data Privacy & Security

Our privacy and security practices are governed by these Terms, our Privacy Policy, and the Business Associate Agreement. QDX's policy is to operate in compliance with the privacy legislation within each jurisdiction in which we operate. The Platform and Services are intended for use by users in the United States, and tests are available only to Patients in the United States; if you use the Platform from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.

If you provide us with a Patient's or other third party's contact information in connection with the Services, you represent that you have permission for us to contact such person (including by email, telephone, or text message) using any of the contact information provided, for the purposes of the Services, including contacting a Patient about an Order and booking the Patient's specimen-collection appointment.

You represent and warrant that when using the Services you will comply with all applicable laws and regulations, including the Health Insurance Portability and Accountability Act and its implementing regulations (HIPAA) and other federal and state privacy and data security laws, and you will not provide any information, including protected health information, to us for which you do not have the required licenses, authorizations, or consents. You remain solely responsible for providing Patients with notices of your privacy practices as applicable. QDX acts as the Practice's business associate and enters into the QDX Business Associate Agreement with each Practice, as required by HIPAA and the Health Information Technology for Economic and Clinical Health Act (HITECH). Contact ops@qdx.systems for additional information.

QDX may, directly or indirectly through the services of others, collect and store information regarding use of the Platform and about devices on which the Platform is accessed and used, by means of (i) providing maintenance and support services; and (ii) security measures in the Platform as described herein. You agree that QDX may use such information, other than Protected Health Information, for any purpose, including but not limited to: (a) improving the performance of the Platform or developing updates or upgrades; and (b) verifying compliance with the terms of these Terms and enforcing QDX's rights, including all intellectual property rights in and to the Platform.

We may collect personal information about you and from your use of the Platform as described in our Privacy Policy, as it may be updated by QDX from time to time, which is incorporated into these Terms and describes QDX's information collection, use, and sharing practices. You, where applicable, shall obtain the necessary consents before transferring any personal information to QDX, and you shall comply with all applicable Laws relating to the collection, use, and disclosure of personal information. You agree to indemnify QDX from any claims, damages, losses, liabilities, expenses, and/or costs resulting from your failure to obtain any consents or provide any notices or disclosures as it relates to personal information you provide to QDX or your violation of any applicable Law.

The Platform may contain security features designed to prevent unauthorized use of the Platform, including features to protect against use of the Platform: (i) beyond the scope of the license granted pursuant to these Terms; or (ii) prohibited under these Terms. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such security features.

Artificial Intelligence Features

Certain features of the Platform may use artificial intelligence and machine learning (AI), for example to read an order received by fax or email and prepare a QDX order form for a Clinician to review and sign. Content generated by AI ("Output") is provided solely to assist you; it does not constitute medical advice, diagnosis, or treatment, it may contain inaccuracies or errors, and it is not a substitute for the independent professional judgment of the Clinician. Clinicians remain exclusively responsible for: (i) reviewing and validating the accuracy, completeness, and clinical appropriateness of any Output, including any order form prepared for their signature, before relying on it or signing it; (ii) exercising their own professional knowledge, skill, and judgment in all interactions; and (iii) ensuring their use of any AI features complies with applicable Law, professional standards, and these Terms.

QDX disclaims all representations and warranties, express or implied, regarding Output, including any warranties of accuracy, non-infringement, originality, or fitness for a particular purpose. To the maximum extent permitted by Law, QDX shall have no liability arising from any Clinician's or Practice's use of or reliance on any Output, and the use of AI features does not alter the Clinician's ultimate responsibility for all Orders and other communications facilitated through the Platform.

Submissions and Beta Testing

You may submit questions, comments, feedback, suggestions, ideas, improvements, plans, original or creative materials, or other information about the Platform (collectively, "Feedback"). The content you submit is voluntary, non-confidential, gratuitous, and non-committal. By submitting Feedback, you grant us and our designees a worldwide, perpetual, irrevocable, non-exclusive, fully-paid up, and royalty free license to use, reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, publish, license, or sub-license the content, and we shall be entitled to the unrestricted use and dissemination of the content for any purpose, commercial or otherwise. You acknowledge and agree that by submitting any Feedback to QDX, no confidential, fiduciary, contractually implied, or other relationship is created between you and QDX other than pursuant to these Terms. QDX shall not be responsible for the payment of any monies to any other party in connection with QDX's use of any Feedback. You also represent and warrant that any Feedback which you provide to QDX, and QDX's use of it, does not infringe the rights of any other person or entity. Feedback does not include Protected Health Information, which remains subject to the Business Associate Agreement.

We may offer certain functionality or Services as closed or open beta tests for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of beta testing. We will be the sole judge of the success of such testing and the decision, if any, to offer the Platform functionality or Services generally. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the beta testing with or without notice to you. You agree that we will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension, or discontinuance of any of the beta testing for any reason.

Minimum System Requirements

You are responsible for obtaining access to the internet and the equipment and systems necessary to use the Platform and Services, including any electronic medical record system, fax line, or interface you choose to connect. The Platform will only work on compatible devices, browsers, and systems, and certain functionality will only work if your device is connected to the internet.

Choice of Law and Forum of Dispute

You agree that all actions or proceedings arising out of, in connection with, or otherwise concerning these Terms shall be tried and litigated exclusively in the state courts located in Palm Beach County, Florida or the United States District Court for the Southern District of Florida, and shall be governed by the laws of the State of Florida. You hereby waive the right to contest exclusive venue in those courts and irrevocably consent to their jurisdiction for the purposes of these Terms.

Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal or courier disruption, internet or communication disruption, unavailability of Lab Partners, patient service centers or Payment Processors, failure or shortage of infrastructure, shortage of materials, pandemics or epidemics, or any other event beyond our control.

Severability

If any part of these Terms is ruled to be unlawful, void, or for any reason unenforceable, then such part shall be deemed severable from these Terms, and shall be eliminated or limited to the minimum extent necessary. The remainder of these Terms, including any revised portion, shall remain and be in full force and effect.

Non-Waiver

QDX reserves all rights afforded to us under these Terms as well as under the provisions of any applicable Laws. Our failure to insist upon or enforce strict performance of any particular provision of these Terms or any applicable Laws shall not be construed as a waiver of the right to enforce that same provision under the same or different circumstances at any time in the future. Neither our course of conduct nor our trade practices will act to modify these Terms.

Account Termination and Cancellation

We may terminate your Account, access to the Platform, or our Services to you at our discretion at any time and for any reason, without explanation or prior notice, though we may in our sole discretion provide notice and/or explanation. If you have paid anything to us, our liability for refunding you will be limited to the amount you paid for Services which have not yet been and will not be provided, except in cases where the termination or cancellation was due to your breach of these Terms, in which case you agree that we reserve the right to offset our reasonable assessment of potential damages attributed to your breach against any sums owed to you. Termination does not relieve the Practice of its obligation to pay for tests ordered before termination, including tests resulted after termination.

Under no circumstances, including termination or cancellation of your Account or our Services to you, will we be liable for any losses related to actions of other users. You agree that if your use of the Platform or Services is terminated, you will not attempt to use the Platform or Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold harmless the Protected Parties from any and all liability that any of them may incur with respect thereto.

California Users

Pursuant to California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Third Party Payment Service Provider

QDX uses a third party Payment Processor, Stripe, for certain payment services (e.g., card and ACH payments and related services). By making use of some or all of these payment services available through QDX, you agree to be bound by the then-current and applicable Payment Processor terms and conditions and privacy policy, available at https://stripe.com/terms.

You consent to and authorize us to delegate the authorizations and share the information you provide to us with the Payment Processor.

Assignments

You may not assign your rights and/or obligations under these Terms to any other party without our prior written consent, and any such attempt will be null and void. We may assign our rights and/or obligations under these Terms to any other party at our discretion.

Updates to These Terms

We may update these Terms from time to time. If we modify our Terms, we will post the revised version on the Platform, with an updated version number and effective date. You agree to visit these pages periodically to be aware of and review any such revisions. By continuing to use our Platform or Services after such revisions are in effect, you accept and agree to the revisions and to abide by them.

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Platform, including by signing a QDX order form online, it is intended to be an electronic signature which binds you as if you had signed on paper.

Contact

QDX Systems LLC
1645 Palm Beach Lakes Blvd, Suite 1000
West Palm Beach, FL 33401
Email: ops@qdx.systems