MedFolio Pill Box

This MedFolio Product & Services Purchase Agreement (this “Agreement”) is by and between MedFolio, LLC, a California limited liability company (“MedFolio”) and you (“You”). This Agreement governs Your purchase of any or all of the following MedFolio products and services (collectively, the “Products and Services”): MedFolio’s medication management device (the “Device”), the MedFolio medication management software (the “Software”), the MedFolio electronic messaging service (“Electronic Messaging”), and MedFolio’s website.

1.	Certain Warnings & Disclaimers. You understand and agree to the following:
	(a)	Steps & Risks. The MedFolio Products and Services are intended to serve as a back-up reminder system to help You take medications. To make appropriate use of the MedFolio Products and Services, You must: (i) accurately and completely enter Your medication information and schedule into the Software; (ii) print Your medication schedule; (iii) accurately fill in the pillboxes in the Device; (iv) accurately program the Device; (v) ensure that the Device consistently receives power through functioning power cords and/or batteries; and (vi) accurately and completely follow the warning labels and directions provided through the MedFolio Products and Services. IF YOU DO NOT TAKE ALL THESE STEPS CORRECTLY, THE MEDFOLIO PRODUCTS AND SERVICES MAY PROMPT YOU TO TAKE THE WRONG MEDICATIONS OR TO TAKE MEDICATIONS AT THE WRONG TIMES, AND YOU MAY BE INJURED AS A RESULT.
	(b)	Your Responsibility. You are solely responsible for the accuracy and completeness of the medication information you provide to the MedFolio Products and Services, and for completion of the other tasks listed above (in Subsection 1(a)(i) through 1(a)(vi)). MEDFOLIO IS NOT RESPONSIBLE OR LIABLE FOR ANY INJURY YOU RECEIVE AS A RESULT OF ANY SUCH ERROR. The MedFolio Products and Services are not intended to be Your sole reminder to take Your medications.
	(c)	No Medical Advice. MedFolio does not provide medical advice, and no information provided by or through the MedFolio Products and Services constitutes medical advice. YOU SHOULD NOT AND WILL NOT RELY ON ANY INFORMATION PROVIDED BY OR THROUGH THE MEDFOLIO PRODUCTS AND SERVICES AS ADVICE RELATED TO DIAGNOSES, TREATMENTS, OR OTHER MEDICAL ISSUES.
	(d)	Limited Liability. This Agreement limits MedFolio’s liability for injuries caused by and related to the MedFolio Products and Services, including injuries caused by MedFolio’s negligence and other faults. Those limitations on liability are set forth below, in Subsection 7(b) and Section 8.

2.	Use of MedFolio Materials. Materials provided by or through the MedFolio Products and Services, including, without limitation, design, text, editorial materials, informational text, photographs, illustrations, artwork and other graphic materials, and names, logos, trademarks and service marks (collectively, the “MedFolio Materials”), are the property of MedFolio or its licensors and are protected by copyright, trademark and other intellectual property laws. The MedFolio Materials include MedFolio’s name, logo, and other identifying marks and designs, and all such components of the MedFolio Materials are trademarks of MedFolio. You do not acquire any rights or licenses in any trademarks, copyrights, or other intellectual property rights in or to the MedFolio Materials.
3.	Your Warranties. You represent and warrant that: (a) You are at least 18 years of age; (b) You have the power and authority to accept these terms and conditions and to enter into this Agreement with MedFolio; and (c) You will not use the MedFolio Products and Services for any unlawful purpose
4.	Software License.
	(a)	Software Defined. The Software includes the MedFolio medication management software program supplied by MedFolio either on a compact disk accompanying the Device or by download from the MedFolio website, and the corresponding user's guide and other documentation, associated media, printed materials, and online or electronic documentation.
	(b)	License. MedFolio hereby grants You a non-transferable, nonexclusive license to install and use the MedFolio Software as necessary to facilitate Your use of the MedFolio Products and Services.
	(c)	Ownership & Restrictions. Copies of the Software created or transferred pursuant to this Agreement are licensed, not sold, and You receive no title to or ownership of any copy or of the Software itself. Furthermore, You receive no rights to the Software other than those specifically granted in this Section 4. Without limiting the generality of the foregoing, You will not: (i) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Software; (ii) use the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software; or (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software’s source code
	(d)	Updates. The terms of this Section 4 and of this Agreement will govern any upgrades provided by MedFolio that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate contract in which case the terms of that contract will govern.

5.	Subscriptions & Returns.
	(a)	Electronic Messaging Subscription Payments. You acknowledge that each order of the Device comes with a 60-day subscription to Electronic Messaging. If You do not cancel Your Electronic Messaging subscription during that 60-day period, You will be billed monthly at MedFolio's then standard rates, starting on the 60th day. MedFolio may bill Electronic Messaging in advance on a monthly basis and is not required to refund such fees except as specifically set forth in Section 6 below. There will be no refunds or credits for partial months of service.
	(b)	Returns and Refunds. If You are not satisfied with the MedFolio Products and Services, You may receive a refund if You: (i) notify the MedFolio customer service department by email, mail or fax within 30 days of Your purchase; and (ii) return the Device and Software in perfect condition, in the original packaging (unless damaged, in which case return as received) within 45 days of Your purchase. You are responsible for the return shipping costs. MedFolio may retain a $10 charge per return for its costs and will refund the balance of the purchase and original delivery costs. All refunds will be credited to the original credit card used for the purchase.

6.	Termination of License & Electronic Messaging. MedFolio may terminate for cause the license granted in Section 4 above and/or Your access to Electronic Messaging, without advanced notice, as a result of Your unauthorized use of the MedFolio Products and Services, Your illegal or otherwise inappropriate use of medications, or Your breach of this Agreement. Upon termination of the license, You will cease all use of the Software and destroy all copies of the Software.MedFolio may terminate Your access to Electronic Messaging on 30 days’ advanced notice for any reason or no reason; provided that within 30 days of such termination, MedFolio shall refund the pro rata portion of any fee You paid for services not received. You may terminate Electronic Messaging at any time, provided that if MedFolio does not receive notice of cancellation before the billing date for Your next 30-day subscription period, MedFolio may bill You for that period.
7.	Warranty & Disclaimer.
	(a)	Warranty. MedFolio warrants that the MedFolio Device will be free of defects in materials or workmanship for 1 year following Your purchase date. Your sole remedy for breach of the warranty in the preceding sentence is replacement or repair of the Device.
	(b)	Disclaimer. Except for the limited warranty in Subsection 7(a) above: (i) THE MEDFOLIO PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE, AND MEDFOLIO MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; and (b) if You are in any way dissatisfied with the MedFolio Products and Services, Your exclusive remedy is to discontinue using them. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEDFOLIO HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
8.	Limitation of Liability.
	(a)	Consequential Damages & Dollar Cap. MEDFOLIO WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES. MEDFOLIO'S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $500.
	(b)	Other Limits on Liability. Without limiting the generality of the provisions of Subsection 8(a) above, MedFolio is not responsible or liable for: (i) the content or practices of any third party website, including without limitation websites linked to or referenced through the MedFolio Products and Services; (ii) use or misuse of Your personally identifiable information, medication information, or other information by any third party (other than MedFolio’s agents); (iii) the accuracy, completeness, and timeliness of any information transmitted to or through Electronic Messaging, including without limitation information You or Your caretaker inputs; or (iv) any interruption in or failure of Electronic Messaging.
	(c)	Limitation Terms. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF MEDFOLIO IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE INJURY IN QUESTION AND EVEN IF SUCH INJURY WAS FORESEEABLE; AND (iv) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. MedFolio's limitations and exclusions of liability and disclaimers of warranty set forth in this Section 8 and elsewhere in this Agreement apply equally to MedFolio's officers, employees, agents, contractors, representatives, and suppliers, including Electronic Messaging providers.

9.	Miscellaneous.
	(a)	Private Information. MedFolio may notify You of leaks or exposure of Your personally identifiable information, medication information, or other information, but except to the extent required by law, MedFolio is not required to provide such notification.
	(b)	Usernames & Passwords. You are responsible for maintaining the confidentiality of Your usernames and passwords. You agree to notify MedFolio immediately if You become aware of any unauthorized use of the Products and Services or Your personally identifiable information or medication information.
	(c)	Contract Amendments. MedFolio may revise this Agreement from time to time by posting a new version on the MedFolio website and sending You notice thereof. Revised terms will become effective after 30 days. Your continued use of the MedFolio Products and Services thereafter constitutes acceptance of the revised terms. Notwithstanding the foregoing, revisions to the Privacy Policy become effective upon notice thereof and Your continued use of the MedFolio Products and Services thereafter constitutes acceptance of the revised terms. This Agreement may not be amended except as set forth in this Subsection 9(c) or in a written contract executed by both parties.
	(d)	No Waiver. No delay, failure, or waiver of either party's exercise or partial exercise of any right or remedy under this Agreement will operate to limit, impair, preclude, cancel, waive, or otherwise affect such right or remedy.
	(e)	Certain Notices. Pursuant to 47 U.S.C. Section 230(d), MedFolio hereby notifies You that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist the customer in limiting access to material that is harmful to minors, and information regarding providers of such protections may be found on the Internet by searching "parental control protection" or similar terms. In addition, MedFolio provides You with the following notice, pursuant to California Civil Code Section 1789.3: (i) to resolve any complaint regarding the Services or receive any further information regarding the Services, Customer should contact MedFolio at the contact points provided on MedFolio's website under "Contact Us"; and (ii) California consumers may be entitled to pursue complaints regarding the Services by contacting the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by phone at 800-952-5210.
	(f)	Force Majeure. To the extent caused by force majeure, no delay, failure, or default in performance of any obligation by either party will constitute a breach of this Agreement.
	(g)	Choice of Law & Venue. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. You hereby consent to the personal and exclusive jurisdiction and venue of the federal and state courts of San Francisco, California.
	(h)	Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, including without limitation as a result of unconscionability or inconsistency with public policy, such provision will be construed so as to come as close as possible to its intended meaning, and the validity, legality, or enforceability of the remaining provisions will in no way be impaired.
	(i)	Construction. This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.

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