Terms of Service

Effective Date: January 1, 2023

Welcome to Medlyze Technologies LLC ("Medlyze," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website www.medlyze.com (the "Website") and the services we provide. By accessing or using the Website, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Website.

1. Acceptance of Terms

By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. We reserve the right to modify these Terms at any time, and any changes will be effective immediately upon posting. Your continued use of the Website after such changes constitutes your acceptance of the revised Terms.

2. Use of the Website

2.1. Permitted Use

You may use the Website for lawful purposes only and in accordance with these Terms. You agree not to use the Website in any way that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the Website.

2.2. Prohibited Activities

You agree not to:

• Use the Website for any illegal or unauthorized purpose
• Attempt to gain unauthorized access to any part of the Website or any systems or networks connected to the Website
• Use any automated means to access the Website or collect information from the Website
• Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature
• Violate any applicable laws or regulations

3. Intellectual Property Rights

All content on the Website, including but not limited to text, graphics, logos, images, software, and data compilations, is the property of Medlyze or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, or exploit any content from the Website without our express written permission.

4. User-Generated Content

If you submit or post any content to the Website, including comments, feedback, or other materials ("User Content"), you grant Medlyze a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content throughout the world in any media.

5. Services

Medlyze provides healthcare price transparency and benchmarking analysis services. The specific terms and conditions for our services, including pricing, deliverables, and payment terms, will be set forth in separate agreements between Medlyze and our clients.

6. Disclaimer of Warranties

THE WEBSITE AND ALL CONTENT AND SERVICES PROVIDED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MEDLYZE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Medlyze does not warrant that the Website will be uninterrupted, error-free, or free of viruses or other harmful components. You assume all responsibility and risk for your use of the Website.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MEDLYZE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Website
• Any conduct or content of any third party on the Website
• Any unauthorized access, use, or alteration of your transmissions or content

8. Indemnification

You agree to indemnify, defend, and hold harmless Medlyze and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your access to or use of the Website or your violation of these Terms.

9. Links to Third-Party Websites

The Website may contain links to third-party websites that are not owned or controlled by Medlyze. We are not responsible for the content, privacy policies, or practices of any third-party websites. You acknowledge and agree that Medlyze shall not be liable for any damage or loss caused by your use of any third-party website.

10. Termination

We reserve the right to terminate or suspend your access to the Website at any time, with or without cause, and with or without notice. Upon termination, your right to use the Website will immediately cease.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to these Terms or the Website shall be brought exclusively in the federal or state courts located in New York County, New York.

12. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Medlyze regarding your use of the Website and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

13. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. Contact Information

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

By using the Website, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.