IMPORTANT: THESE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A WAIVER OF JURY TRIAL. PLEASE REVIEW SECTION 24. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 24.8.
These Terms and Conditions ("Terms") are a legally binding agreement between you and MED CLINICS AUTHORITY LLC, a Florida limited liability company doing business as Med Clinic Authority ("MCA," "Company," "we," "us," or "our"). These Terms govern your access to and use of medclinicauthority.com and any related pages, forms, scheduling tools, checkout pages, dashboards, communications, content, and online features that link to these Terms (collectively, the "Site"), as well as any purchase of MCA services through the Site.
By accessing or using the Site, submitting an inquiry, scheduling a call, creating an account, clicking a button that indicates acceptance, signing an order, or paying an invoice or checkout link, you agree to these Terms. If you do not agree, do not use the Site or purchase services.
A signed master services agreement, statement of work, order form, proposal, subscription order, business associate agreement, data processing addendum, or other written agreement accepted by MCA is referred to in these Terms as a "Service Agreement." If a Service Agreement conflicts with these Terms, the Service Agreement controls for the specific services it covers. A business associate agreement controls only with respect to protected health information within its scope. Website descriptions, examples, and sales materials do not expand a signed scope of work.
1. Eligibility and Business Authority
1.1 You must be at least 18 years old and legally capable of entering a binding contract. The Site and MCA's launch services are directed principally to business owners, professionals, organizations, and founders acquiring services for commercial purposes.
1.2 If you use the Site or purchase services for a company, practice, brand, or other organization, you represent that you have authority to bind that organization. In that event, "you" and "Customer" include both you and the organization.
1.3 You may not use the Site or services if doing so would violate applicable law, professional licensing restrictions, sanctions, export controls, or a contractual obligation owed to another person.
2. What Med Clinic Authority Does
2.1 MCA is a business-development, brand-development, technology, marketing, and infrastructure coordination company. Depending on the Service Agreement, MCA may assist with business strategy, brand identity, websites and storefronts, customer or patient journeys, CRM and automation, telehealth technology coordination, provider-network introductions, pharmacy workflow coordination, supplement-brand infrastructure, marketing systems, training, and operational planning.
2.2 MCA does not promise that every listed feature, vendor, product, treatment category, jurisdiction, provider, pharmacy, integration, or timeline will be available for every Customer. The final scope is the scope expressly stated in the applicable Service Agreement.
2.3 These Terms govern MCA's Site and MCA's services. They do not serve as terms of treatment for a patient, terms of sale for a consumer buying supplements from a Customer's store, a notice of privacy practices for a medical practice, or informed consent for healthcare. Each Customer is responsible for adopting the legal documents required for its own business, customers, users, and patients.
3. No Medical, Legal, Accounting, or Other Professional Advice
3.1 MCA is not the treating medical provider. The Site is not a medical service, patient portal, emergency service, or substitute for professional medical advice, diagnosis, treatment, or emergency care. MCA does not prescribe medication and does not direct licensed clinicians to prescribe or withhold any treatment. If you or another person may be experiencing a medical emergency, call 911 or the appropriate emergency service immediately.
3.2 Any medical care associated with a Customer's telehealth business must be delivered by appropriately licensed healthcare professionals who exercise independent professional judgment. A provider-patient relationship is formed, if at all, only under the applicable provider's terms, consents, and clinical process.
3.3 MCA is not a law firm, accounting firm, tax adviser, insurance broker, securities adviser, or regulatory agency. Business-model discussions, compliance checklists, advertising guidance, and coordination support are operational information, not legal, tax, accounting, investment, or regulatory advice. You must retain qualified professional advisers for advice specific to your facts.
3.4 A strategy call or inquiry does not create an attorney-client, physician-patient, fiduciary, partnership, joint venture, franchise, employment, or agency relationship.
4. Orders, Scope, Estimates, and Changes
4.1 An online payment, signed proposal, accepted order form, or other written confirmation may create an order. MCA may decline or cancel an order before acceptance, including when the requested model is outside MCA's capabilities, cannot be supported by available vendors, or presents unacceptable legal, regulatory, clinical, reputational, or operational risk.
4.2 Only the deliverables, revision rounds, integrations, jurisdictions, products, services, and support expressly included in the Service Agreement are included in the price. Additional work requires a written change order or separate purchase.
4.3 Dates and launch windows are good-faith estimates unless a Service Agreement expressly identifies a date as guaranteed. Timelines depend on Customer decisions, approvals, content, payment, vendor availability, credentialing, contracting, platform configuration, compliance review, and third-party approvals. MCA is not responsible for delay caused by these dependencies.
4.4 MCA may make reasonable substitutions in tools, vendors, workflows, hosting, integrations, or methods when necessary to deliver substantially comparable functionality, subject to the Service Agreement and applicable law.
5. Customer Responsibilities
5.1 You must provide accurate, complete, and timely information; designate an authorized decision-maker; provide requested materials and access; review deliverables; and supply approvals and feedback within the time reasonably requested. Delay or nonresponse may pause the project, change the schedule, or require a revised scope or fee.
5.2 You are responsible for the legality of your business model and operations, including entity formation, professional ownership requirements, licenses, permits, registrations, insurance, taxes, employment matters, advertising, customer service, refunds to your customers, patient care, recordkeeping, and state and federal compliance.
5.3 You represent that you own or have permission to use all names, trademarks, photographs, testimonials, data, content, formulas, claims, records, and other materials you provide. You are responsible for obtaining releases, consents, and permissions needed for MCA to use those materials as requested.
5.4 You must independently review and approve final public-facing content, labels, claims, prices, policies, clinical descriptions, and workflows before publication or launch. MCA may rely on your approval.
5.5 You may not ask MCA, a provider, pharmacy, manufacturer, or other vendor to make unsupported health or income claims, guarantee prescriptions, evade licensing or ownership rules, misrepresent regulatory status, or engage in deceptive or unlawful conduct.
6. Supplement Brand Services
6.1 Supplement-brand services may include brand development, label and storefront design, catalog access, technology configuration, and coordination with third-party manufacturers, distributors, fulfillment providers, payment providers, or platforms. Unless a Service Agreement expressly says otherwise, MCA is not the manufacturer, laboratory, warehouse, carrier, or retail seller of the finished supplement.
6.2 Catalog size, formulas, ingredients, packaging, cost, minimums, shipping terms, inventory status, manufacturing location, certifications, and product availability may change. A product shown on the Site or in a catalog is not guaranteed to remain available. MCA may recommend substitutions or remove a product when a supplier, regulator, payment provider, or other condition requires it.
6.3 Dietary supplements are not drugs and are not approved by the U.S. Food and Drug Administration for safety or effectiveness before marketing. References to FDA registration, cGMP compliance, or a quality-controlled facility do not mean that FDA has approved or endorsed a facility, product, formula, label, claim, brand, or service.
6.4 Customer is responsible for approving its brand name, label, Supplement Facts panel, directions, warnings, allergen information, claims, disclaimers, website copy, and advertising before sale. Structure and function claims must be truthful, nonmisleading, properly substantiated, and accompanied by any legally required disclaimer and notification. Customer may not state or imply that a supplement diagnoses, treats, cures, or prevents disease unless lawfully authorized.
6.5 The manufacturer, distributor, fulfillment provider, and brand owner may have separate responsibilities for testing, specifications, adverse-event reporting, complaint handling, returns, recalls, and regulatory records. Those responsibilities are governed by applicable law and the relevant vendor agreements. Customer must follow all product-specific instructions and establish appropriate procedures before selling products.
6.6 MCA does not guarantee product sales, customer reorders, margins, wholesale cost, retail pricing, profitability, consumer outcomes, or the acceptance of any claim, product, or merchant account by a regulator, marketplace, advertising platform, payment processor, insurer, or other third party.
7. Telehealth Business Services
7.1 MCA may help plan and coordinate technology, provider-network access, pharmacy workflows, marketing, patient acquisition, and operational infrastructure. Such coordination does not make MCA the medical practice, treating provider, pharmacy, laboratory, insurer, or guarantor of any third party.
7.2 Medical evaluation, diagnosis, treatment, prescribing, monitoring, and clinical documentation must be performed by appropriately licensed professionals acting within their scope and exercising independent clinical judgment. No medication, treatment, consultation result, patient eligibility, or prescription is promised or guaranteed.
7.3 Provider coverage depends on licensure, credentialing, clinical scope, capacity, contracting, treatment category, patient location, and applicable law. Pharmacy participation depends on pharmacy policies, licensure, inventory, formulary, patient eligibility, prescribing requirements, shipping rules, and independent acceptance. MCA does not control these decisions.
7.4 Customer is solely responsible for obtaining advice on the corporate practice of medicine, fee splitting, professional ownership, telehealth consent, prescribing rules, laboratory requirements, pharmacy law, privacy, record retention, marketing, professional-board rules, and other state-specific requirements. Customer must not begin treating patients until its qualified advisers and clinical partners approve launch.
7.5 MCA does not guarantee all-state coverage, launch within a particular period, regulatory approval, credentialing, contracting, merchant processing, advertising approval, medication availability, or revenue. A stated 90-to-180-day launch window is an estimate that may change based on scope, Customer responsiveness, and third-party dependencies.
7.6 Customer is responsible for patient-facing terms, informed consents, telehealth consents, notices of privacy practices, privacy policies, payment and cancellation policies, clinical escalation procedures, professional liability coverage, and other documents required for its operations.
8. Platforms, Accounts, Automation, and Artificial Intelligence
8.1 If MCA provides access to a dashboard, CRM, messaging system, website builder, automation, hosting, analytics, or other platform, the access is a limited, revocable, nonexclusive, nontransferable license for Customer's internal business use during the paid service term. No ownership of the underlying platform, source code, templates, automations, or third-party software is transferred.
8.2 Customer must protect credentials, use role-based access, promptly remove former users, maintain accurate account information, and notify MCA of suspected unauthorized use. Customer is responsible for activity under its accounts and for maintaining lawful backups or exports of business records where appropriate.
8.3 Platform features, usage limits, carriers, phone numbers, integrations, application programming interfaces, and third-party services may change. Unless a Service Agreement includes a specific service-level commitment, uninterrupted operation, message delivery, data preservation, or compatibility is not guaranteed.
8.4 Automation or artificial-intelligence-assisted features may generate incomplete, inaccurate, delayed, or inappropriate output. Customer must review material outputs and may not rely on an automated tool for medical judgment, diagnosis, prescribing, emergency triage, legal advice, compliance determinations, or any decision requiring a licensed professional.
9. Third-Party Services and Dependencies
9.1 The Site and services may link to, integrate with, or depend on third parties, including software vendors, hosting providers, domain registrars, payment processors, communications carriers, advertising platforms, providers, pharmacies, laboratories, manufacturers, fulfillment companies, and shipping carriers.
9.2 Third-party services are governed by the third party's own contracts, privacy terms, eligibility rules, pricing, availability, and compliance requirements. Customer may be required to contract directly with a third party, complete onboarding, provide deposits, obtain insurance, or accept additional terms.
9.3 MCA is not responsible for a third party's acts, omissions, denial, suspension, outage, data loss, pricing change, inventory shortage, clinical decision, fulfillment delay, shipping issue, security incident, or termination. An introduction or integration is not an endorsement or guarantee.
10. Fees, Billing, Recurring Services, and Taxes
10.1 You agree to pay all fees and approved expenses stated at checkout, on an invoice, or in the Service Agreement. Unless expressly stated otherwise, fees are in U.S. dollars and due in advance. You authorize MCA and its payment processor to charge the payment method you provide.
10.2 A one-time launch fee covers only the included launch scope. It does not include product purchases, samples, printing, shipping, domains, advertising spend, payment-processing charges, usage-based phone, email, or SMS charges, legal or regulatory fees, clinical services, provider fees, pharmacy fees, lab fees, or third-party subscriptions unless the Service Agreement expressly includes them.
10.3 RECURRING BILLING DISCLOSURE. If an order includes a monthly, annual, or other recurring platform, support, concierge, hosting, marketing, or technology service, the order will identify the recurring price and billing frequency. By purchasing that service, you authorize automatic charges at the disclosed frequency until cancellation. You may cancel before the next billing date through the method stated in the Service Agreement or by written notice to MCA. Cancellation is effective at the end of the then-current paid billing period unless the Service Agreement says otherwise. MCA will provide renewal notices and cancellation rights required by applicable law.
10.4 Fees do not include sales, use, communications, excise, value-added, or similar taxes unless expressly stated. Customer is responsible for applicable taxes, except taxes based on MCA's net income.
10.5 Past-due balances may result in suspension of work, hosting, platform access, communication services, support, or delivery. To the extent permitted by law, Customer is responsible for reasonable collection costs and chargeback fees arising from an improper payment dispute.
11. Cancellation, Refunds, and Chargebacks
11.1 Customized launch work begins promptly after payment and may include reserving production capacity, assigning personnel, strategy, research, brand development, label or website preparation, platform setup, catalog configuration, and vendor coordination. Except as required by law or expressly stated in the Service Agreement, launch fees and other customized-service fees are nonrefundable once work begins.
11.2 If Customer cancels or abandons a project after work begins, Customer remains responsible for fees already paid or incurred and for approved third-party commitments. No refund is due for completed work, reserved capacity, delivered files, issued licenses, platform access, or elapsed subscription periods.
11.3 If MCA terminates a paid project without Customer breach and cannot provide the remaining contracted work, MCA may, as Customer's sole monetary remedy, refund the portion of prepaid MCA fees reasonably allocable to the undelivered work. Amounts paid to third parties or earned for completed work are not refundable.
11.4 Before initiating a chargeback, Customer must provide written notice describing the issue and allow MCA at least ten business days to investigate and attempt resolution. This clause does not limit any nonwaivable right under applicable payment-card law.
12. Electronic Communications, Calls, Email, and Text Messages
12.1 You consent to transact electronically and to receive agreements, notices, invoices, receipts, and service communications electronically. Electronic acceptance, records, and signatures may have the same legal effect as paper records and handwritten signatures.
12.2 If you provide a phone number or email address, you authorize MCA to contact you about your inquiry, scheduled call, order, account, and services. Transactional messages may be sent even if you opt out of marketing, to the extent permitted by law.
12.3 Marketing consent must be obtained through the applicable consent language and is not a condition of purchase. Message frequency may vary. Message and data rates may apply. You may revoke marketing-text consent by replying STOP or by making another reasonable opt-out request. For help, reply HELP or call (561) 861-2121. Email recipients may use the unsubscribe link in a marketing email.
12.4 You represent that you are the subscriber or customary user of any number you provide and will notify MCA if it changes. Calls may be monitored or recorded for quality, training, and raecordkeeping where permitted by law and with any legally required notice or consent.
13. Privacy, Security, and Health Information
13.1 MCA's collection and use of personal information through the Site are described in the Privacy Policy posted at https://medclinicauthority.com/privacy-policy. These Terms incorporate that Privacy Policy by reference. If no Privacy Policy is available at that address, contact MCA before submitting personal information.
13.2 General website forms, scheduling tools, email, SMS, and sales calls are not intended for medical records or protected health information. Do not submit patient records, diagnoses, prescriptions, laboratory results, government identifiers, payment-card data outside an approved payment page, or other sensitive health information through a general inquiry channel.
13.3 If MCA will create, receive, maintain, or transmit protected health information on behalf of a covered entity or business associate, the parties must first determine their roles, use approved systems, and enter any required business associate agreement. A reference to a HIPAA-supporting or HIPAA-ready tool does not by itself make Customer compliant.
13.4 MCA uses reasonable safeguards appropriate to its role, but no Internet transmission, platform, or storage system is completely secure. Customer is responsible for its own privacy program, access controls, workforce training, device security, incident response, data retention, and compliance with applicable privacy laws.
14. Confidentiality and Unsolicited Information
14.1 MCA will handle nonpublic business information shared during an inquiry or strategy discussion in a commercially reasonable manner and in accordance with the Privacy Policy. However, no professional privilege, fiduciary duty, or obligation to accept an engagement arises from a submission or call.
14.2 Do not submit trade secrets, patient information, or highly sensitive proprietary material before the parties execute an appropriate confidentiality agreement or Service Agreement. MCA is not obligated to treat an unsolicited idea as exclusive and may already be developing, or later develop, similar concepts.
15. Intellectual Property and Deliverable Ownership
15.1 The Site and all MCA-created text, graphics, interfaces, demonstrations, videos, software, templates, workflows, methods, automations, documentation, branding, and other content are owned by MCA or its licensors and are protected by intellectual-property laws. Except for the limited right to use the Site, no rights are granted by implication.
15.2 Customer retains ownership of materials Customer supplies. Customer grants MCA and its contractors a worldwide, nonexclusive, royalty-free license to use, reproduce, modify, and distribute those materials only as reasonably necessary to perform the services, operate the Customer's approved systems, and create the contracted deliverables.
15.3 After full payment, Customer owns the final customer-specific brand name, approved logo, label artwork, website copy, and other final deliverables that the Service Agreement expressly identifies as custom Customer deliverables. Drafts, rejected concepts, working files, internal tools, stock assets, licensed fonts, third-party elements, platform components, code, templates, processes, know-how, and MCA materials that existed before or outside the project remain owned by MCA or the applicable licensor.
15.4 To the extent MCA-owned material is embedded in a paid final deliverable, MCA grants Customer a nonexclusive, perpetual license to use that embedded material as part of the deliverable for Customer's business. Platform access, subscriptions, hosted tools, and third-party licenses remain limited to their active service terms and applicable vendor rules.
15.5 Unless the Service Agreement states otherwise or Customer objects in writing before public launch, MCA may identify Customer as a client and display publicly launched, nonconfidential work, Customer's name, and Customer's logo in MCA's portfolio, case studies, proposals, and marketing. MCA will not use protected health information or disclose confidential operational data for this purpose.
15.6 If you provide suggestions, feedback, or ideas about the Site or services, you grant MCA a perpetual, worldwide, irrevocable, royalty-free right to use them without restriction or compensation, provided MCA does not identify you publicly without permission.
16. Acceptable Use
You may not, directly or through another person:
16.1 Use the Site or services for fraud, unlawful medical practice, illegal prescribing, deceptive advertising, privacy violations, infringement, harassment, or any other unlawful purpose.
16.2 Copy, scrape, republish, sell, sublicense, reverse engineer, decompile, or attempt to extract source code, templates, prompts, automations, databases, or nonpublic content except where applicable law expressly prohibits this restriction.
16.3 Interfere with security, probe vulnerabilities, bypass access controls, introduce malicious code, overload systems, impersonate another person, or use automated means to access the Site without written authorization.
16.4 Upload content that is unlawful, infringing, defamatory, deceptive, malicious, or that contains protected health information or sensitive data through an unapproved channel.
16.5 Use MCA's name, trademarks, materials, vendor relationships, provider introductions, or pharmacy relationships to imply ownership, endorsement, medical authority, exclusivity, or approval that has not been granted in writing.
17. Illustrations, Testimonials, Calculators, and Business Results
17.1 Revenue calculators, sample pricing, launch timelines, customer or patient counts, retention assumptions, case studies, demonstrations, and examples are illustrative only. They are not projections, promises, earnings claims, or guarantees of sales, income, prescriptions, patient outcomes, approvals, or business value.
17.2 Testimonials and examples reflect particular experiences that may not be typical. Results depend on capital, market conditions, offer quality, pricing, advertising, management, demand, conversion, retention, clinical availability, regulatory conditions, vendor performance, and Customer execution.
17.3 Customer is responsible for independent financial analysis, budgeting, due diligence, and professional advice before making an investment or business decision.
18. Site Availability, Changes, and Links
18.1 MCA may change, suspend, or discontinue any part of the Site, update content, correct errors, or restrict access at any time. Site content may become outdated and MCA is not obligated to update every statement immediately.
18.2 Links to third-party sites are provided for convenience. MCA does not control and is not responsible for their content, availability, security, privacy practices, products, services, or terms. Use them at your own risk.
18.3 You are responsible for the devices, Internet connection, software, and accessibility tools needed to use the Site. If you encounter an accessibility barrier, contact MCA at (561) 861-2121 so that a reasonable alternative can be considered.
19. Disclaimers of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, CONTENT, DEMONSTRATIONS, CALCULATORS, PLATFORM ACCESS, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." MCA DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY, QUIET ENJOYMENT, AND RESULTS.
MCA DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLIANT FOR CUSTOMER'S PARTICULAR BUSINESS, OR ACCEPTED BY ANY REGULATOR OR THIRD PARTY. MCA DOES NOT WARRANT SALES, INCOME, CUSTOMER REORDERS, PATIENT VOLUME, CLINICAL OUTCOMES, PRESCRIPTIONS, PRODUCT AVAILABILITY, PROVIDER OR PHARMACY COVERAGE, PAYMENT PROCESSING, ADVERTISING APPROVAL, CREDENTIALING, OR LAUNCH BY A PARTICULAR DATE.
Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, the exclusions apply only to the extent permitted by law. Nothing in these Terms waives a right that cannot lawfully be waived.
20. Limitation of Liability
20.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, MCA AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND VENDORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITIES; COSTS OF SUBSTITUTE SERVICES; OR CLAIMS ARISING FROM A THIRD PARTY, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.
20.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, MCA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PAID SERVICE WILL NOT EXCEED THE MCA FEES ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT. FOR A SITE VISITOR WHO HAS NOT PAID MCA, THE MAXIMUM AGGREGATE LIABILITY IS ONE HUNDRED U.S. DOLLARS.
20.3 The limitations apply regardless of the theory of liability and are a material basis of the bargain. They do not limit liability to the extent a limitation is prohibited by law, including where applicable for fraud, willful misconduct, or gross negligence that cannot lawfully be limited.
21. Indemnification
To the maximum extent permitted by law, you will defend, indemnify, and hold harmless MCA and its members, managers, employees, contractors, affiliates, licensors, and vendors from any third-party claim, demand, investigation, loss, liability, judgment, penalty, recall expense, settlement, cost, or reasonable attorneys' fees arising out of or relating to: (a) your business, products, services, marketing, claims, customers, patients, providers, employees, or contractors; (b) materials, data, instructions, or approvals you provide; (c) your breach of these Terms or a Service Agreement; (d) your violation of law, privacy rights, professional rules, or intellectual-property rights; or (e) your negligence, fraud, or willful misconduct. MCA may control the defense with counsel of its choice, and you may not settle a claim in a manner that admits MCA liability or imposes obligations on MCA without MCA's written consent.
22. Suspension and Termination
22.1 MCA may suspend or terminate Site or service access for nonpayment, security risk, suspected fraud, unlawful or unsafe conduct, misuse, material breach, third-party suspension, reputational risk, or conduct that may harm patients, consumers, MCA, or another person. When practical, MCA will provide notice and an opportunity to cure, but immediate action may be taken when reasonably necessary.
22.2 Upon termination, licenses and platform access end, except for rights that expressly survive. Customer must pay amounts accrued through termination. MCA may retain or delete data according to the Service Agreement, Privacy Policy, vendor rules, backup cycles, and applicable law. Customer should export records it is legally required to keep before access ends.
23.1 These Terms and any dispute are governed by the laws of the State of Florida, without regard to conflict-of-law rules, and by applicable federal law. The Federal Arbitration Act governs the arbitration provisions.
23.2 Before filing arbitration or litigation, the complaining party must send a written notice describing the facts, legal basis, requested relief, and contact information. The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt. A limitations period is tolled during that 30-day period.
23.3 Notices to MCA must be sent by a nationally recognized overnight courier or certified U.S. mail to MED CLINICS AUTHORITY LLC, Attn: Legal Notice, 7901 4th Street North, Suite 300, St. Petersburg, Florida 33702. MCA may send notice to the physical or electronic address associated with your account or order.
24. Binding Individual Arbitration, Class Waiver, and Jury Waiver
24.1 Except for the matters listed in Section 24.5 and unless you timely opt out under Section 24.8, any dispute, claim, or controversy arising out of or relating to the Site, these Terms, a purchase, the services, or the relationship between you and MCA will be resolved by final and binding arbitration, not in court.
24.2 The arbitration will be administered by the American Arbitration Association ("AAA"). The AAA Commercial Arbitration Rules will apply to a business dispute. If applicable law treats a claimant as a consumer, the AAA Consumer Arbitration Rules will apply. The rules are available at www.adr.org. One neutral arbitrator will conduct the arbitration remotely, by documents, or in Pinellas County, Florida, as the applicable rules and arbitrator determine.
24.3 The arbitrator may award the same individual relief a court could award, including authorized attorneys' fees, but may not combine claims or preside over a class, collective, coordinated, consolidated, mass, or representative proceeding. The arbitrator will issue a reasoned written decision. Judgment may be entered in any court with jurisdiction.
24.4 YOU AND MCA AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. YOU AND MCA WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR ARBITRATION.
24.5 Either party may bring an eligible individual claim in small claims court. Either party may seek temporary or preliminary injunctive relief in court to protect intellectual property, confidential information, system security, or prevent unauthorized access while arbitration is pending. A court, not the arbitrator, will decide a dispute about the enforceability of the class waiver.
24.6 Arbitration fees will be allocated under the applicable AAA rules. MCA will pay fees that applicable law or the AAA consumer rules require MCA to pay. Each party otherwise bears its own attorneys' fees unless a contract, statute, or rule authorizes an award.
24.7 IF A DISPUTE IS NOT SUBJECT TO ARBITRATION, YOU AND MCA KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW. EXCLUSIVE VENUE WILL LIE IN THE STATE COURTS LOCATED IN PINELLAS COUNTY, FLORIDA, OR THE UNITED STATES DISTRICT COURT WITH JURISDICTION OVER PINELLAS COUNTY, AND EACH PARTY CONSENTS TO PERSONAL JURISDICTION THERE.
24.8 You may opt out of this arbitration agreement by sending a signed written opt-out notice within 30 days after you first accept these Terms. The notice must state your full name, business name, postal address, email address, phone number, the date you accepted the Terms, and a clear statement that you opt out of arbitration. Send it by certified U.S. mail to MED CLINICS AUTHORITY LLC, Attn: Arbitration Opt-Out, 7901 4th Street North, Suite 300, St. Petersburg, Florida 33702. Opting out does not affect the remaining Terms or your services.
24.9 If a court finds a portion of this Section unenforceable, that portion will be severed to the minimum extent necessary, except that if the class waiver is found unenforceable for a particular claim, that claim will proceed in court and not in class arbitration.
25. Miscellaneous
25.1 These Terms, the Privacy Policy, and any applicable Service Agreement are the entire agreement concerning their subject matter and replace prior or contemporaneous discussions on that subject. They may be executed and accepted electronically.
25.2 MCA is an independent contractor. No partnership, joint venture, franchise, agency, fiduciary, employment, provider-patient, or attorney-client relationship is created.
25.3 You may not assign these Terms or a Service Agreement without MCA's written consent. MCA may assign them in connection with a merger, reorganization, financing, sale of assets, or transfer to an affiliate or successor.
25.4 MCA is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, war, labor disputes, power or Internet failures, cyberattacks, platform or carrier outages, government actions, supply shortages, shipping interruptions, or third-party delays.
25.5 If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain effective. A waiver must be in writing and applies only to the specific instance. Headings are for convenience.
25.6 MCA may update these Terms by posting a revised version and changing the Last Updated date. Material changes apply prospectively after posting or other legally required notice. A signed Service Agreement will not be amended solely by a website update unless the Service Agreement expressly allows it.
25.7 Nothing in these Terms limits any nonwaivable right or remedy available under applicable law.
