Effective Date: September 2, 2026
This End User License Agreement (“EULA” or “Agreement”) governs your access to and use of software, applications, portals, platforms, tools, and related technology made available by Virtual MeDx, LLC (“VMeDx,” “we,” “us,” or “our”).
This EULA applies to authorized users who access or use VMeDx technology, including client portals, online platforms, applications, dashboards, communication tools, and other software or technology made available by VMeDx (collectively, the “Platform”).
By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this EULA.
If you do not agree to this EULA, you may not access or use the Platform.
If you are accessing the Platform on behalf of a healthcare practice, company, or other organization (“Client”), you represent that you have authority to accept this EULA on behalf of that organization.
Subject to your compliance with this EULA and any applicable service agreement, VMeDx grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for authorized business purposes.
The license granted under this EULA does not transfer ownership of the Platform or any VMeDx intellectual property to you.
Your right to use the Platform is limited to the term of your applicable VMeDx service relationship or the period for which VMeDx has authorized your access.
Access to the Platform is limited to individuals authorized by VMeDx or the applicable Client.
Each user is responsible for:
Maintaining the confidentiality of their login credentials
Using only their assigned account
Protecting passwords and authentication information
Preventing unauthorized access
Using the Platform only for authorized purposes
Immediately reporting suspected unauthorized access or security incidents
You may not share your account credentials with another individual unless VMeDx expressly permits such sharing. Clients are responsible for ensuring that individuals they authorize to use the Platform comply with this EULA.
You are responsible for maintaining the security of your account.
You agree not to:
Share passwords
Allow unauthorized individuals to access your account
Attempt to access another user’s account
Circumvent authentication mechanisms
Disable or bypass security controls
Use another person’s credentials
Store credentials in an insecure manner
Attempt to gain unauthorized access to VMeDx systems
You must notify VMeDx promptly if you believe that your account, password, device, or credentials have been compromised. VMeDx may temporarily suspend access when reasonably necessary to protect the Platform, users, Client information, or security of its systems.
The Platform may be used by healthcare organizations and may support activities involving Protected Health Information (“PHI”).
Where applicable, the handling of PHI will be governed by the applicable Business Associate Agreement (“BAA”), service agreement, and applicable privacy and security laws.
Nothing in this EULA is intended to replace or supersede an applicable BAA.
Users must not use the Platform to access, transmit, modify, disclose, download, or otherwise handle PHI except as authorized and necessary for legitimate business purposes.
Users must comply with applicable HIPAA privacy and security requirements and all Client policies governing the use of PHI.
Users must immediately report suspected unauthorized access, disclosure, loss, or security incidents involving PHI through the appropriate VMeDx or Client reporting process.
You may use the Platform only for legitimate purposes authorized by VMeDx and/or the applicable Client.
Permitted activities may include:
Managing authorized client information
Supporting healthcare administrative workflows
Managing appointments
Supporting patient communication
Managing administrative tasks
Accessing authorized documents
Communicating with authorized users
Performing duties assigned by the Client
Using features provided by VMeDx for legitimate business purposes
Your use of the Platform must comply with all applicable laws, regulations, policies, and contractual obligations.
You may not, directly or indirectly:
Copy, reproduce, or duplicate the Platform
Modify or create derivative works of the Platform
Reverse engineer, decompile, disassemble, or attempt to discover source code
Circumvent technical limitations or security controls
Rent, lease, sell, sublicense, or distribute the Platform
Provide unauthorized access to third parties
Use the Platform to develop a competing product or service
Scrape or systematically collect data from the Platform
Introduce viruses, malware, ransomware, or other harmful code
Interfere with Platform functionality
Attempt to disrupt VMeDx systems
Conduct unauthorized security testing
Perform penetration testing without written authorization
Attempt to gain unauthorized access to systems or data
Use automated tools in a manner that places unreasonable load on the Platform
Access information that you are not authorized to access
Use the Platform for fraudulent, unlawful, abusive, or malicious purposes
Remove copyright, trademark, or proprietary notices
Circumvent usage limits or access restrictions
VMeDx may suspend or terminate access for violations of this section.
For purposes of this EULA, “Client Data” means information, documents, records, content, or other data submitted to or processed through the Platform by or on behalf of a Client.
As between VMeDx and the Client, the Client retains its rights in Client Data.
VMeDx may process Client Data only as reasonably necessary to:
Provide the Platform and services
Maintain and secure the Platform
Provide technical support
Prevent fraud or abuse
Comply with applicable law
Perform obligations under applicable agreements
Where Client Data includes PHI, the applicable BAA will govern VMeDx’s obligations regarding such information.
You may be permitted to submit information, documents, messages, or other content through the Platform.
You represent that you have the appropriate authority and rights to submit such content.
You are responsible for ensuring that information you submit is accurate, lawful, and appropriate for the intended use.
You must not upload or transmit content that:
Violates applicable law
Infringes intellectual property rights
Contains malicious software
Is intended to compromise Platform security
You are not authorized to disclose
Violates applicable Client policies
The Platform and all associated technology are owned by or licensed to VMeDx and are protected by applicable intellectual property laws.
VMeDx retains all rights, title, and interest in:
Software
Applications
Platforms
Interfaces
Dashboards
Designs
Databases
Documentation
Source code
Object code
Algorithms
Features
Workflows
Technology
VMeDx trademarks and branding
Except for the limited license expressly granted in this EULA, no rights are transferred to you.
If you provide VMeDx with suggestions, ideas, recommendations, or feedback regarding the Platform, you grant VMeDx the right to use that feedback without restriction or compensation, provided that such use does not disclose your confidential information or PHI.
The Platform may integrate with or rely upon third-party software, applications, APIs, hosting providers, communication services, cloud platforms, electronic health record systems, payment processors, or other third-party services.
Third-party services may be subject to separate terms and privacy policies.
VMeDx does not control and is not responsible for third-party services outside its reasonable control.
If a third-party service becomes unavailable, changes its functionality, or terminates access to its services, certain Platform features may become unavailable or require modification.
VMeDx may update, modify, improve, or discontinue features of the Platform from time to time.
Updates may include:
Security updates
Bug fixes
Feature improvements
Interface changes
Performance improvements
Compatibility updates
Changes required by law or security requirements
VMeDx may make changes without prior notice when reasonably necessary for security, legal compliance, or operational reasons.
VMeDx will make reasonable efforts to maintain availability of the Platform.
However, VMeDx does not guarantee that the Platform will:
Always be available
Be uninterrupted
Be error-free
Be completely secure
Be compatible with every device or system
Remain unchanged
Meet every user’s particular requirements
The Platform may occasionally be unavailable because of maintenance, updates, technical issues, security incidents, third-party services, or circumstances beyond VMeDx’s reasonable control.
VMeDx uses reasonable administrative, technical, and organizational safeguards designed to protect the Platform and information processed through it.
Security measures may include:
Authentication controls
Access controls
Encryption
Monitoring
Security policies
Employee and contractor training
System safeguards
Incident-response procedures
No technology system can be guaranteed to be completely secure.
Users are responsible for following security procedures and reporting suspected security incidents promptly.
If you become aware of suspected:
Unauthorized access
Account compromise
Credential theft
Data loss
PHI disclosure
Malware
Phishing
Ransomware
Security vulnerabilities
Other security incidents
you must promptly report the incident through the designated VMeDx or Client reporting channel.
You must not attempt to investigate, exploit, or test a suspected vulnerability unless expressly authorized by VMeDx.
VMeDx’s collection and use of personal information is governed by its Privacy Policy.
Your use of the Platform may also be subject to privacy policies, security policies, and agreements established by the applicable Client.
Where PHI is involved, the applicable BAA and HIPAA requirements will apply.
The Platform is a technology and administrative support tool.
VMeDx does not provide medical diagnosis, treatment, or medical advice through the Platform.
Users must not rely on the Platform as a substitute for professional medical judgment.
Healthcare providers remain responsible for clinical decisions and patient care.
Where the Platform supports healthcare-related workflows, all clinical decisions remain the responsibility of appropriately licensed healthcare professionals.
VMeDx and the Platform do not replace professional medical judgment.
Users must verify information and follow applicable Client procedures before taking action affecting patient care.
If access to the Platform is provided as part of a paid VMeDx service, fees and payment obligations will be governed by the applicable service agreement, order form, proposal, or other written agreement.
The license granted under this EULA may automatically terminate or be suspended if the underlying service agreement terminates or access is otherwise revoked.
VMeDx may suspend or terminate your access to the Platform if:
You violate this EULA
You engage in unauthorized use
Your account creates a security risk
You attempt to compromise the Platform
You misuse confidential information
You access information without authorization
Your underlying client relationship ends
Your applicable service agreement ends
Suspension is required by law
Suspension is reasonably necessary to protect users, data, or VMeDx systems
Upon termination, you must stop using the Platform and any VMeDx software or technology.
Upon termination of your access:
Your license to use the Platform ends.
You must stop accessing VMeDx systems.
You must not retain or use VMeDx proprietary materials except where legally required.
Confidentiality obligations remain in effect.
Intellectual property provisions remain in effect.
Liability limitations and other provisions intended to survive termination remain in effect.
Client Data will be handled in accordance with the applicable service agreement, BAA, VMeDx policies, and applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
VMeDx DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF:
MERCHANTABILITY;
FITNESS FOR A PARTICULAR PURPOSE;
NON-INFRINGEMENT;
ACCURACY;
AVAILABILITY;
RELIABILITY; AND
UNINTERRUPTED OPERATION.
VMeDx does not warrant that the Platform will be completely secure, error-free, uninterrupted, or free of harmful components.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VMeDx AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM.
THIS MAY INCLUDE LOSS OF:
PROFITS;
REVENUE;
BUSINESS OPPORTUNITIES;
DATA;
GOODWILL;
BUSINESS INTERRUPTION; OR
OTHER ECONOMIC LOSS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VMeDx’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM WILL NOT EXCEED THE AMOUNT PAID BY THE APPLICABLE CLIENT TO VMeDx FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE APPLICABLE PERIOD SET FORTH IN THE GOVERNING SERVICE AGREEMENT.
NOTHING IN THIS EULA EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
Where a separate written agreement contains a different limitation of liability, that agreement will control.
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless VMeDx and its owners, officers, employees, contractors, affiliates, agents, and service providers from claims, damages, losses, liabilities, costs, and expenses arising from or related to:
Your violation of this EULA
Your unauthorized use of the Platform
Your violation of applicable law
Your misuse of the Platform
Your violation of another person’s rights
Your unauthorized disclosure of information
Your User Content
Your acts or omissions in connection with the Platform
This provision does not require indemnification to the extent caused by VMeDx’s own conduct where prohibited by applicable law.
You may receive or have access to confidential information through the Platform.
You agree to maintain the confidentiality of information that is reasonably understood to be confidential.
You must not:
Access confidential information without authorization
Copy confidential information unnecessarily
Disclose confidential information to unauthorized individuals
Use confidential information for an unauthorized purpose
Confidentiality obligations concerning PHI may be governed by HIPAA, the applicable BAA, Client agreements, and VMeDx policies.
You agree to use the Platform in compliance with all applicable laws and regulations.
Depending on your role and use of the Platform, these may include applicable:
Healthcare privacy laws
HIPAA requirements
Data protection laws
Intellectual property laws
Employment laws
Consumer protection laws
Cybersecurity requirements
Federal and state regulations
You are responsible for determining which laws and regulations apply to your use of the Platform.
You may not use or access the Platform in violation of applicable U.S. export-control, sanctions, or trade laws.
You represent that you are not prohibited from using the Platform under applicable U.S. laws or regulations.
This EULA will be governed by the laws of the State of Tennessee, without regard to conflict-of-law principles, except where applicable law requires otherwise.
Any dispute will be handled in the courts or dispute-resolution forum specified in the applicable service agreement.
If no separate agreement specifies a dispute-resolution procedure, applicable disputes will be subject to the jurisdiction of the appropriate state or federal courts located in Tennessee, unless applicable law requires otherwise.
VMeDx may update this EULA periodically.
When changes are made, the revised EULA will be posted with an updated Last Updated date.
Your continued use of the Platform after the revised EULA becomes effective constitutes acceptance of the updated terms to the extent permitted by law.
For material changes affecting an existing contractual relationship, VMeDx may provide notice through the applicable account, email, service agreement, or other reasonable method.
If any provision of this EULA is determined to be invalid, illegal, or unenforceable, that provision will be modified or removed only to the extent necessary.
The remaining provisions will remain in full force and effect.
Failure by VMeDx to enforce any provision of this EULA does not constitute a waiver of VMeDx’s right to enforce that provision in the future.
This EULA, together with the applicable VMeDx Privacy Policy, Terms and Conditions, service agreement, order form, statement of work, Business Associate Agreement, and other applicable agreements, constitutes the agreement governing your use of the Platform.
If there is a conflict between this EULA and a separately executed agreement, the separately executed agreement will control to the extent of the conflict.
If you have questions regarding this EULA, please contact VMeDx:
Virtual MeDx, LLC
101 Bear Track Drive
Nashville, TN 37221
United States
Email: info@vmedx.com
Phone: (615) 866-1649
Website: www.vmedx.com
Virtual MeDx follows HIPAA-compliant processes.
We prioritize patient privacy, secure workflows, and protected healthcare information handling.
