1. Introduction

1.1. Please carefully review these Terms of Use. By utilizing the Application, you acknowledge that you have comprehensively read and understood the provisions outlined in these Terms of Use that pertain to your usage. These Terms of Use, alongside the medmesher Policies (as defined subsequently), establish a legally binding contract ("Agreement") between you and medmesher. This Agreement governs your utilization of the Application offered by medmesher. If you do not consent to these Terms of Use, kindly refrain from utilizing or continuing to utilize the Application.

1.2. medmesher reserves the right to modify the terms outlined in the Agreement at any given time. Such modifications shall become effective immediately upon being posted on http://www.medmesher.com or within the Application itself. It is your responsibility to routinely review the Terms of Use and medmesher Policies. Your continued use of the Application, subsequent to any amendments, regardless of whether you have reviewed them, signifies your acceptance of being bound by said amendments.

1.3. medmesher facilitates a platform for users to acquire or arrange Services. The provision of Services may involve engagement with a Third Party Provider, who acts as an independent contractor, or with medmesher directly. Unless explicitly specified otherwise, it is presumed that the Services are rendered by a Third Party Provider acting as an independent contractor. In instances where a Third Party Provider delivers the service, medmesher's function is solely to connect the user with said Third Party Provider. medmesher holds no responsibility for the actions or omissions of any Third Party Provider, and any liabilities associated with such Services are to be assumed by the Third Party Provider. Third-party providers are prohibited from representing themselves as agents, employees, or staff of medmesher, and the solutions offered by Third Party Providers shall not be construed as being provided by medmesher.

2. Definitions

In these Terms of Use, the following terms shall carry the meanings as described below:

2.1. "Application" refers to the pertinent mobile application(s) provided for download by medmesher (or its licensors) to users and Third Party Providers respectively

2.2. "medmesher" encompasses the policies applicable to users of the Application, comprising all forms, policies, notices, guidelines, frequently asked questions (FAQs), in-app or website product/service descriptions, information cards, or agreements provided to or entered into, which may be revised periodically by medmesher and published on the Application or medmesher website.

2.3. "Personal Data" denotes any information that can be utilized to identify you or from which you are identifiable. This includes but is not limited to, your name, nationality, telephone number, bank and credit card details, personal interests, email address, image, government-issued identification numbers, biometric data, race, date of birth, marital status, religion, health information, vehicle and insurance information.

2.4. "Privacy Policy" signifies the medmesher privacy policy, subject to amendments from time to time.

2.5. "Service" encompasses the linking of users to Third Party Providers through the Application and the subsequent services provided by such Third Party Providers, referred to as "Solution."

2.6. "Third Party Provider" refers to independent third parties who deliver the relevant Services through the Application, including nurses (of any category), doctors, and other medical professionals on the Application.

2.7. "User" pertains to any individual who utilizes the Application to search for, obtain, upload, and provide the Services.

2.8. "User Charges" indicates charges incurred by Users for the Services acquired through the use of the Application, encompassing any applicable travel fees, taxes, and any other fees or charges pertinent to a particular use of the Application.

3. Representations, Warranties, and Undertakings

By utilizing the Application and Service, you affirm and commit to the following:

3.1. You possess the legal capacity to engage in this Agreement and are of legal age, being at least eighteen (18) years old. Individuals below eighteen (18) years of age are not eligible to participate in this Agreement.

3.2. All information provided by you, including details regarding the medical institution you represent and your authorization to act on its behalf, is accurate and truthful.

3.3. The Application and Services will be used only for lawful and intended purposes.

3.4. You will maintain the confidentiality of your account password or any provided identification necessary for accessing the Application.

3.5. You agree to promptly report any unauthorized account use or security breaches.

3.6. You will refrain from attempting to disrupt or harm the Service or Application in any manner.

3.7. Commercial exploitation of any part of the Application without explicit permission, including modifying content, reproducing, displaying, distributing, or using for commercial purposes, is strictly prohibited.

3.8. You shall not interfere with or circumvent the proper operation of the Service network.

3.9. Authorization for others to use your identity or transfer your user account is strictly prohibited without permission.

3.10. Upon request, you shall provide the necessary proof of identity or documentation.

3.11. The Application will not be used for transmitting unlawful material or for fraudulent purposes.

3.12. Nuisance or disrespectful behavior towards medmesher or any third party using the Application is strictly prohibited.

3.13. Compliance with all applicable laws, including regulations issued by the Ministry of Health, is mandatory.

3.14. Copying or distributing the Application or its content without written permission from medmesher is strictly prohibited.

3.15. Providing accurate, current, and complete information as required for the Service and updating it promptly throughout the Agreement term is your responsibility.

3.16. Use of authorized access points or data accounts only is mandatory.

3.17. Acknowledgment that the Application is provided on a reasonable effort basis.

3.18. Acceptance that the use of the Application or Service is subject to medmesher Policies, subject to periodic amendments.

3.19. Cooperation with any internal or external investigations as required by medmesher to comply with prevailing laws or regulations is mandatory.

3.20. Full responsibility and liability for any loss or damage suffered by yourself, medmesher, or any other party resulting from a breach of this Agreement.

4. Compatibility

Various models or versions of routers, browsers, and devices may have firmware or settings that are incompatible with the Application. medmesher does not guarantee the compatibility of the Application with particular mobile devices or other hardware.

5. License Grant and Restrictions

5.1. medmesher and its licensors, where applicable, provide you with a revocable, non-exclusive, non-transferable, limited license to access and utilize the Application for the purpose of using or obtaining the Service, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by medmesher and its licensors.

5.2. You are prohibited from:

1. 5.2.1. Licensing, sublicensing, selling, transferring, assigning, distributing, or otherwise commercially exploiting or making available the Application to any third party in any manner.
2. 5.2.2. Modifying or creating derivative works based on the Application.
3. 5.2.3. "Mirroring" the Application on any other server or wireless or internet-based device.
4. 5.2.4. Disassembling, decompiling, reverse engineering, decrypting, or attempting to derive any code or extract software from the Application or any software or services made available through it, except to the extent such restriction is prohibited under applicable law.
5. 5.2.5. Using any manual or automated program or script, including web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses, or worms, that may unduly burden or hinder the operation and/or performance of the Application; conduct data mining or scraping activities; or reproduce or circumvent the navigational structure or presentation of the Application or its content.
6. 5.2.6. Posting, distributing, or reproducing copyrighted material, trademarks, or other proprietary information without obtaining prior consent from the owner of such proprietary rights.
7. 5.2.7. Removing any copyright, trademark, or other proprietary rights notices contained on the Application or Platform.

5.2.8. Using the Application to:

1. Send spam or other duplicative or unsolicited messages.
2. Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including materials harmful to children or violative of third-party privacy rights.
3. Send material containing software viruses, worms, trojan horses, or other harmful computer code.
4. Interfere with or disrupt the integrity or performance of the Application or the data contained therein.
5. Attempt to gain unauthorized access to the Application or its related software, systems, or networks.
6. Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.
7. Engage in conduct damaging to our reputation or amounting to being disreputable.

6. Payments

6.1 Payment Terms for Third-Party Providers
(Nurses/Doctors/Paramedics/Medical Professionals)

6.1.1 Any fees applicable for the Service, termed as the "Service Fee," are immediately due and non-refundable. This no-refund policy remains in effect irrespective of your decision to terminate access to the Application, our decision to suspend or terminate your access, any service disruptions, planned or otherwise, or any other circumstance.

6.1.2 YOU ACKNOWLEDGE AND CONFIRM THAT medmesher MAY SERVE AS YOUR COLLECTION AGENT TO DISBURSE THE TOTAL AMOUNT DUE TO YOU FOR THE SOLUTION, NET OF ANY SERVICE FEES CHARGED BY medmesher.

6.1.3 medmesher reserves the right to halt processing of any transaction if there is reasonable suspicion of fraud, illegality, criminal activity, malpractice, or violation of any terms in this Agreement by you and/or the User. In such instances, medmesher cannot be held liable for withholding, delaying, suspending, forfeiting, or canceling any payments to you.

6.1.4 medmesher may, at its discretion, offer promotional deals with varying features and rates on the Solutions to Users, which you are obliged to honor. medmesher retains the right to modify the Service Fee at any time at its discretion.

6.1.5 medmesher operates a wallet system called "medmesher’s Cash Balance" to facilitate payments to you. Your earnings will be reflected in medmesher’s Cash Balance within the Application and can be withdrawn to your designated bank account. Deductions from medmesher’s Cash Balance may be made as outlined in these Terms of Use, as per your authorization, or as notified via the Application.

6.2 Payment Terms for Users:

6.2.1 Users must make a pre-payment of a minimum amount set by medmesher for all services offered in the Application to utilize its services. This pre-payment will be utilized to compensate Third Party Providers for the Solutions. Additionally, a service fee will be payable to medmesher upon completion of a Solution. medmesher reserves the right to deduct sums from the pre-payment as outlined in these Terms of Use, as authorized by you, or as communicated through the Application.

6.2.2 In consideration of the Solutions and Applications provided by medmesher, medmesher may levy a service or administration fee, as determined periodically. Users are responsible for paying all User Charges and Fees either through deduction from the pre-payment minimum amount or via bank transfer to medmesher.

7. Cancellation

7.1 Cancellation Terms for Third-Party Providers:

7.1.1 Users rely on you for the delivery or provision of the Solutions. By accepting a booking or agreeing to provide the Solution, you commit to delivering said Solution. Failure to do so may result in medmesher deducting a sum from medmesher’s Cash Balance. Frequent tardiness, ignoring Users’ bookings, or frequent cancellations negatively impact Users’ experience and tarnish the reputation of medmesher.

7.1.2 While you have the option to cancel a booking, acceptable reasons for cancellation are outlined in the Application. medmesher reserves the right to revise these reasons periodically. A cancellation not based on acceptable reasons or ignoring a booking may lead to temporary restrictions on your access to the Service.

7.2 Cancellation Terms for Users:

7.2.1 Unless specified otherwise in medmesher’s policies, you may cancel your request without providing a reason up to 12 hours before the scheduled commencement of the Solution with the Third Party Provider matched with you by the Service.

7.2.2 If you choose to cancel a booking request after it has been accepted within 12 hours before the scheduled commencement of the Solution, you may incur a Cancellation Fee or a fee notified by medmesher. If you believe you were wrongly charged a Cancellation Fee, you can contact medmesher. medmesher reserves the right to exercise absolute discretion regarding refunds, which may be credited to your pre-payment account on the Application or to the bank account listed in your User profile, or through another reasonable method determined by medmesher.

8. Ratings

8.1 Users and Third Party Providers may rate each other based on the Solutions provided, and these ratings may be made public.

8.2 All ratings are automatically recorded in medmesher’s system, and medmesher reserves the right to analyze all received ratings. medmesher may take appropriate actions, including suspending your use of the Service, without prior notice or compensation to you.

9. Complaints

9.1 Any disputes or complaints between Third Party Providers and Users should be resolved directly between the parties. Third Party Providers and Users agree that medmesher may share relevant contact information to facilitate the resolution of any disputes or complaints.

10. Intellectual Property Ownership

10.1 medmesher retains all rights, title, and interest, including intellectual property rights, in the Application, Service, and any feedback or information provided by you. This Agreement does not transfer ownership rights to you. medmesher’s trademarks, including its name and logo, are owned by medmesher and may not be used without permission.

11. Taxes

11.1 This Agreement is subject to prevailing statutory taxes, duties, fees, and charges in Estonia or other relevant countries. You are responsible for managing your tax obligations independently and complying with applicable laws. You agree to support medmesher in claiming or verifying any tax-related credits, refunds, or rebates.

11.2 Third-Party Providers are responsible for paying any taxes and statutory contributions due in connection with sums payable under this Agreement.

12. Confidentiality

12.1 You agree to maintain confidentiality regarding all information and data concerning medmesher, including its services, products, business affairs, and associated companies, disclosed to you during or after this Agreement. You will only utilize such confidential information for the purpose of using the Application and/or Service and shall not disclose it to any third party or utilize it for any other purpose without prior written consent from medmesher.

12.2 The obligations of confidentiality do not apply if you can demonstrate that the information:

12.2.1 was already in your possession at the time of receipt;

12.2.2 becomes public knowledge through no fault of yours;

12.2.3 was received from a third party with the right to disclose it; or

12.2.4 is required to be disclosed by law.

13. Data Privacy and Personal Data Protection Policy

13.1 medmesher collects and processes your Personal Data in accordance with its Privacy Policy, which is an integral part of this Agreement.

13.2 By using the Services, you consent to medmesher collecting, using, processing, and disclosing your Personal Data as outlined in the Privacy Policy.

13.3 You agree to use any Personal Data disclosed to you by medmesher solely for the intended purpose and not for any unauthorized purposes.

14. Third-party Interactions

14.1 You may engage in transactions with third parties through the Application. Such interactions are solely between you and the third party, and medmesher assumes no liability for them. medmesher does not endorse third-party websites linked through the Application and is not responsible for their content or services. You acknowledge that additional terms of use and privacy policies may apply to third-party services.

14.2 medmesher may utilize third-party advertising to subsidize the Service and may compile anonymous customer profiles based on your usage of the Service. You are responsible for your interactions with third parties through the Service.

14.3 Hyperlinks to third-party websites are provided for convenience, and medmesher is not responsible for the content or consequences of accessing such links. Your use of linked websites is at your own risk.

15. Indemnification

15.1 By accepting the Terms of Use while using the Service, you agree to indemnify and hold harmless medmesher, its licensors, and their affiliates, officers, directors, employees, attorneys, and agents from any claims, costs, damages, losses, liabilities, and expenses (including legal fees and regulatory actions) arising from:

1. Your interactions with Third Party Providers, Users, third-party merchants, providers, partners, advertisers, or sponsors through the Service, Platform, Software, or Application.
2. Your violation of any Terms of Use or applicable law.
3. Infringement of any third-party rights, including those of Third Party Providers or Users.
4. Your use or misuse of the Service, Platform, Software, or Application.
5. Ownership, use, or operation of any Vehicle, including providing Solutions via the Service.

16. Disclaimer of Warranties

16.1 medmesher does not guarantee the reliability, timeliness, quality, suitability, availability, accuracy, or completeness of the Service, Application, or Platform. medmesher does not warrant that:

1. The Service, Application or Platform will be secure, uninterrupted, error-free, or free of harmful components.
2. They will meet your requirements or expectations.
3. Stored data will be accurate or reliable.
4. Products, services, information, or materials obtained through the Application will meet your requirements.

The Service is provided "as is," and all implied warranties, including merchantability, fitness for a particular purpose, or non-infringement, are excluded to the extent permitted by law.

16.2 medmesher does not provide any express or implied warranty regarding Solutions provided by Third Party Providers or procured through the Service. You assume all risks associated with their use and have no recourse to medmesher.

16.3 medmesher’s role as a collection agent is purely administrative, and it does not owe you a duty of care or fiduciary duties.

17. Internet Delays

The Service, Platform, Application, and/or Software may experience limitations, delays, and other issues inherent in Internet and electronic communications. medmesher is not responsible for delays, delivery failures, damages, or losses resulting from such problems, including faulty devices, connectivity issues, or device malfunctions.

18. Limitation of Liability

18.1 Unless expressly stated otherwise and to the maximum extent permitted by law, any claims against medmesher by you are limited to the total amount of all payments made by you for using the Service, excluding amounts paid to third-party providers. medmesher and its licensors are not liable for any loss, damage, or injury incurred by you or any person you’ve booked the service for, including but not limited to:

1. Issues related to the Service, Platform, Application, or Software.
2. Your ability or inability to use the Service, Platform, Application, or Software.
3. Reliance on the completeness, accuracy, or existence of any advertising.
4. Any relationship or transaction between you and any third party, including users, third-party providers, merchants, advertisers, or sponsors, even if medmesher or its licensors were previously informed of such damages.

18.2 medmesher does not warrant or monitor the suitability, legality, ability, movement, or location of any users or third-party providers, including clinical staff, merchants, advertisers, or sponsors. You release medmesher from any liability arising from users or third-party providers.

18.3 medmesher is not involved in disputes between you and users or third-party providers. You are solely responsible for decisions made regarding services and products offered via the Service, Software, or Application. You release medmesher from any liability related to such third parties.

18.4 The quality of solutions provided by third-party providers is their responsibility. By using the Service, you acknowledge the potential risks and use it at your own risk.

19. Notice

19.1 medmesher may notify you through the Application or via email to the address in their records, or by written communication sent by registered mail. Notice is considered given 48 hours after mailing or posting (if sent by mail) or 1 hour after sending (if sent by email). You may notify medmesher by courier or registered mail to the address provided in the Application.

20. Assignment

20.1 These Terms of Use may not be assigned by you without medmesher’s prior written approval but may be assigned by medmesher without your consent. Any assignment by you in violation of this section is void.

21. Dispute Resolution

21.1. This Terms of Use is governed by Estonian law, without regard to conflicts of law provisions. Any disputes arising from this Terms of Use or the Service shall be resolved by arbitration in Estonia. The arbitrator will be mutually agreed upon by you and medmesher, or if no agreement is reached within fourteen (14) days of either party’s request, a person nominated by the Director of the Estonian Chamber of Commerce and Industry.

22. Relationship

22.1. These Terms of Use do not create any agency, partnership, or joint enterprise with medmesher.

23. Severability

23.1. If any provision of the Terms of Use is found invalid or unenforceable, the remaining provisions remain valid and enforceable.

24. No Waiver

24.1. medmesher’s failure to enforce any right or provision in the Terms of Use does not constitute a waiver of such right or provision.

25. Entire Agreement

25.1. This Agreement constitutes the entire agreement between you and medmesher, superseding any prior negotiations or discussions.

26. Suspension and Termination

26.1. medmesher reserves the right, without notice, to modify, suspend, or terminate the operation of the Application, change terms, or interrupt operation for maintenance. No compensation is required for such actions.

27. Solutions provided through the Application

27.1. By registering as a Third Party Provider, you confirm you possess the required qualifications and licenses to provide Solutions and agree to provide legitimate documentation if requested.

28. Use of the Application by Users

28.1. By using the Application to access Solutions and Services, you represent your organization/hospital/clinic, etc., and agree that:

1. You are liable for all User Charges incurred.
2. User Charges may change at any time, including increases during surge periods, and other fees as outlined in the Terms of Use. medmesher is not responsible for unauthorized User Charges incurred by the organization. Additionally, you are accountable for User Charges resulting from fraudulent or prohibited activity, and you must promptly report such activity to medmesher.

28.2. Access to a User account should be limited to authorized personnel only, and you are responsible for all activities under your User account.

28.3. medmesher may suspend your account immediately for unpaid User Charges and/or Fees, insufficient funds in your pre-payment account, or rejected transactions. medmesher reserves the right to pursue legal remedies for unpaid charges, including reporting to credit agencies. Account reinstatement after payment is at medmesher’s discretion. Late payments accrue interest at 2% per month or the maximum allowed by law.

28.4.Data Security:

1. Users must maintain the confidentiality of their account credentials and ensure the security of any data accessed or transmitted through the application.
2. Compliance with relevant data protection laws and regulations is mandatory.
3. Acceptable Use:
4. Users agree to utilize the application solely for lawful purposes and refrain from engaging in any unauthorized activities.
5. Users must maintain the confidentiality of their account credentials and ensure the security of any data accessed or transmitted through the application.
6. Account Management:
7. Users are responsible for managing access permissions and ensuring that only authorized individuals have access to the application.
8. Password security measures must be implemented, including the use of strong, unique passwords and regular updates.

29. No Third-Party Rights

29.1. This Agreement does not confer rights upon any third parties not party to this Agreement, except for parties indemnified as outlined in the indemnification provisions.

29.2. This agreement establishes a legal relationship between [medmesher] ("Company") and the

individual or entity accessing or utilizing the application ("User").

29.3. Limited Third-Party Rights:

29.3.1. Except as explicitly stated, this agreement does not confer any rights or benefits upon third parties.

29.3.2. Certain provisions may be enforced by individuals or entities indemnified under the agreement.

30. Integration and Interrelation of Terms

By accepting the terms of service, you are also automatically accepting the terms of use of the medmesher application. The terms of service and terms of use are complementary and together constitute the entire agreement between you and medmesher regarding your use of the platform. In the event of any conflict or inconsistency between the terms of service and terms of use, medmesher reserves the right to invoke the provisions of either document that afford it the greatest protection, without prejudice to its rights or remedies under this agreement or applicable law.

This integration clause ensures that users understand that both the terms of service and terms of use are integral parts of their agreement with Medmesher and that they work together to govern their use of the platform. It also clarifies medmesher’s rights in case of conflicts between the two documents.