Healthcare Provider Terms.

Pery Platform Terms of Use -Healthcare Provider Terms

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES OR OTHERWISE AGREEING TO THIS AGREEMENT, YOU UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND RECOGNIZE THAT YOU MAY BE WAIVING CERTAIN RIGHTS.

We at Pery (“we”, “us” and “our”) provide and operate an end to-end behavioral health support platform that integrates with electronic medical records (EMR) systems in order to identify, optimize and support behavioral health integration (BHI) for patients, improve patient care, boost reviews and reduce administrative burden (the “Platform”). Our Platform serves to patients (“Patients”) and healthcare providers, mental health evaluation professionals, and other affiliates and third parties (“Healthcare Providers”) with whom sharing is enabled in order to facilitate communications between Patients and Healthcare Providers related to their mental healthcare (the “Services”). These are the terms of use that apply to Healthcare Providers (together, “Users” or “you”) who utilize our Services (“Terms”). These Terms apply to you if you obtain access to the Platform through your employer or organization. We reserve the right to change these Terms from time to time. We shall post such changes within the Platform for review and agreement by Users. These Terms were last updated on 19 December 2024.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

NOT A HEALTHCARE PROVIDER: Pery is not a healthcare provider and the Platform is not a medical device. The Platform will not diagnose, treat, cure or prevent any health issues or make any recommendations concerning the Patient’s healthcare or treatment.

You as a Healthcare Provider, or your employer or organization, should ensure Patients are advised that they should not rely upon the Platform as the primary means to communicate with their Healthcare Providers about concerns relating to their health or wellbeing. See Section 13 for additional information.

YOUR CONTINUED USE OF THE SERVICES IS SUBJECT TO YOUR CONTINUED COMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.

YOU AGREE THAT YOU WILL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU SHALL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.

What’s Contained in This Agreement

Access to the Services
Orders and Entire Agreement.
What you are required to do
What you are not allowed to do
Licensing Terms
Deidentified data
External links and third parties
Third Party Connectivity
Copyright infringement notices
Termination
Arbitration Agreement
No Class Actions
Independent Professional Judgment
Disclaimer of Warranty
Limitation of Liability
Indemnity
Consent to Communications
Severability
Assignment
TERMS FOR USERS IN CERTAIN GEOGRAPHIC LOCATIONS
Contacting us

1. Access to the Services

You are able to access the Platform by virtue of your employer or organization purchasing a license for use by its staff, advisors, contractors and / or consultants (“Enterprise Subscription”). Your right to access and use the Platform is exclusively for your own purposes and the purposes of your employer or organization.

The Services are intended for use only by persons who are at least 18 years of age. By using the Services, you confirm to us that you meet this requirement and that, if you are under the age of 18, you have received permission from your parent or guardian before using the Services.

You may only access and use the Services on a device owned or controlled by you or your Company. If you access and use the Services on a device which you control but do not own (e.g. a company phone), we assume you have permission from the device owner to do so. You are responsible, under these Terms, for any access and use of the Services on the device (whether or not it is owned by you). It is your responsibility to ensure your equipment (computer, laptop, netbook, tablet or other mobile device) meets all the necessary technical specifications to enable you to access and use the Services and is compatible with the Services.

We cannot guarantee the continuous, uninterrupted or error-free operability of the Services. There may be times when certain features, parts or content of the Services, or the entire Services, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you.

2. Orders and Entire Agreement.

These Terms, any Orders, and any other references, appendices, exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all written or oral prior agreements and understandings between the parties concerning such subject matter. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment, or waiver is to be asserted.

Orders outline the terms of the Enterprise Subscription and contain additional details applicable to your use of the Services. Only the terms of each Order accepted by Pery will become part of the agreement. Any terms that you may provide to Pery, including in connection with an Order, are void and unenforceable. These Terms prevail over the terms of each Order in the event of a conflict.

3. What you are required to do

You may only use the Services in accordance with these Terms. Additional terms may also apply to certain features, parts or content of the Services and, where they apply, will be displayed on-screen or accessible via a link. While using the Services, you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. As a user designated as a Healthcare Provider, you represent and warrant to us that you are a medical practitioner or other healthcare professional, registered with the appropriate medical body, have all the requisite accreditations and indemnities to practice legally including work you will undertake on the Platform, and you accept that you are responsible and liable for the care you provide using the Platform. Further, you represent and warrant that you are responsible for ensuring that you maintain all necessary registrations, indemnities and insurance to provide care to Patients for as long as you use the Platform and that your employer or organization or the license-holder has given you permission to use the Platform under their Enterprise Subscription. Additionally, you may only use the Platform as a Healthcare Provider if you are not currently restricted from using the Platform.

You must ensure that any registration details you provide are accurate. If you choose, or you are provided with, a log-on ID (such as a username and password or other identifier) as part of our security procedures, you must treat such information as confidential and must not reveal it to anyone else. You are responsible for all activities that occur under your log-on ID and must notify us immediately of any unauthorized use or other security breach of which you become aware. We reserve the right to disable any log-on ID, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms or if any details you provide for the purposes of registering as a user prove to be false.

You agree to observe your duties of confidentiality as a Healthcare Provider (including without limitation any professional codes of conduct). You will take, at a minimum, commercially reasonable measures to prevent the unauthorized disclosure or use of such information. You may only disclose such information if it is strictly necessary to fulfil your obligations under these Terms or if it is required by law.

It is vital that you supply us with correct information about yourself (including any information supplied by you on the Platform or when creating an account). Some of the Services are based on that information and we cannot be liable for any incorrect information supplied to us by you or (if applicable) information relating to the Patient. In order to continue to provide you with a high quality of service it is important that you regularly update the health information that you give to us. If you do not do this, the tools and content which we recommend to you may become unsuitable for you.

4. What you are not allowed to do

You must only use the Services and anything available from the Services for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates. You may not use the Services for any fraudulent or unlawful purpose, and you may not take any action to interfere with the Services or any other party’s use of the Services. In addition, we expect users of the Services to respect the rights and dignity of others. For example, you may not do any of the following without our consent:

Use the services as a Healthcare Provider without having authority to do so from your employer or organization;
Use the services in any way that is inconsistent with these Terms or your professional obligations;
Post, upload, share, transmit, distribute, facilitate distribution of, or otherwise make available to or through the Services any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
Post to or transmit through the Services any sensitive financial personally identifiable information about yourself or third parties, such as social security number, credit card or bank account numbers, unless specifically requested by us;
Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services;
Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services, or express or imply that we endorse any statement you make;
Violate, or attempt to violate, the security of the Services;
Disseminate on the Services any viruses, worms, spyware, adware, or other malicious computer code, file, or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software, or equipment;
Use scripts, macros, or other automated means to impact the integrity of voting, ratings, or similar features;
Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Services;
Build a competitive product or service using the Services, our intellectual property, or other information of ours acquired or used by Healthcare Providers within the course of utilizing the Services;
Interfere in any manner with the operation or hosting of the Services or monitor the availability, performance, or functionality of the Services;
Use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods, directly or indirectly, on the Services or to collect any information from the Services or any other user of the Services; or
Assist or permit any persons in violating these Terms or other applicable laws or rules governing the use of the Services.

All rights granted to you under these Terms will terminate immediately in the event that you are in breach of any of them.

5. Licensing Terms

Subject to your compliance with these Terms, we grant you a limited license to access and use the Services as instructed per your employer or organization or the relevant contract. The Services, Platform and all intellectual property and other rights, title, and interest therein (including copyrights, trade secrets, and all rights in patents, custom reports, compilations, algorithms, inventions, improvements, modifications, extensions, enhancements, configurations, derivative works, discoveries, processes, methods, designs, and know-how (regardless of whether copyrightable or patentable) constitute Pery’s intellectual property and are protected by applicable law. Pery shall retain all right, title, and interest in and to the foregoing, inclusive of any derivatives, modifications or improvements. You acknowledge that you do not acquire any ownership rights by using the Platform or downloading content from the Services. Any rights not expressly granted herein are reserved.

All intellectual property rights in any content of the Services (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors. Such content may be protected by copyright, trademark, patent, or other proprietary rights and laws. No content from the Services may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner, except that you may download or print content for your professional and/or educational use, subject to your compliance with these Terms and retain the same solely for as long as you continue to be permitted to access the Services.

To use content under such an exception, you must (i) keep any copyright, trademark, or other proprietary notices intact; (ii) use such content pursuant to any licenses associated with such content; (iii) not copy or post such content on any networked computer or broadcast it in any media; (iv) make no modifications to any such content; and (v) make no additional representations or warranties relating to such content. Except as otherwise expressly authorized herein or in writing by us, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Services or the content.

6. Deidentified data

We use de-identified information as allowed under applicable law. De-identified information is used for research purposes and to develop machine learning algorithms. To the extent we maintain and use personal information in a deidentified form, we will not attempt to reidentify the information, except for the purpose of determining whether our deidentification processes satisfy our legal obligations.

7. External links and third parties

The Services may, solely as a convenience to users, include links to external websites, social media pages, mobile applications, or other third-party operated services, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. The fact that we include links to such external sites does not imply any endorsement of, or association with, their operators or promoters. Links do not imply that we are legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links; or that any linked website or service is authorized to use any of our trademarks, logos, or copyright symbols.

We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. Any information, statements, opinions, or other information provided by third-parties and made available on the Platform are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement, or other third-party content on the Platform.

If you click these links, you will leave the Services. If you decide to visit any external link, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements.

YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD-PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

8. Third Party Connectivity

Some of the Services may allow the User to import data into the Platform from sensors / wearable technologies that track vital signs, or integrate medical records held on third party systems that are not under Pery’s control (“Third Party Connectivity”). Pery is in no way responsible or liable for any Third Party Connectivity products, services or related data (including the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of that data) used in connection with our Platform/Services. You acknowledge that any Third Party Connectivity that the User uses in connection with the Platform and/or the Services are not part of the Pery Platform and/or Service and are not controlled by Pery and the User takes sole responsibility and assumes all risk arising from the User’s interactions with any use of or reliance on any Third Party Connectivity products, services or data. You also acknowledge that these Terms do not apply to Third Party Connectivity – you are responsible for reading and understanding any terms and conditions and privacy policy that applies to your use of any Third Party Connectivity.

9. Copyright infringement notices

It is our policy to expeditiously respond to notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”). This section describes the information that should be present in these notices and the take down procedure we follow with respect to allegedly infringing material. If we receive proper notification of claimed copyright infringement, our response to these notices may include removing or disabling access to the allegedly infringing material and/or terminating or suspending users. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the provider of the allegedly infringing content so that they may make a counter notification pursuant to the DMCA. It is our policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect their copyrighted works that we determine are reasonable under the circumstances.

If you believe that any content on the Services infringes upon any copyright which you own or control, you may send a written notification to our Designated Agent with the following information:

A description of the copyrighted work or other intellectual property that you claim has been infringed, with sufficient detail so that we can identify the alleged infringing material;
The URL or other specific location on the Services that contains the alleged infringing material described in above, with reasonably sufficient information to enable us to locate the alleged infringing material;
Your name, mailing address, telephone number and email address;
The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you that the information contained in your notice is accurate and that you attest under penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.

To notify the provider of the allegedly infringing material to which we have removed or disabled access, we may forward a copy of your infringement notice, including your name and email address to the provider of the allegedly infringing material.

Designated Agent: Pery’s COO

Email: [email protected]

Address: 3 Shaham St., Petah Tikva

We may terminate users who, in our sole discretion, are deemed to be repeat infringers. Knowingly misrepresenting in a notification that material is infringing can subject you to damages, including costs and attorneys’ fees, incurred by us or the alleged infringer. If you receive an infringement notification from us, you may file a counter notification pursuant with our Designated Agent pursuant to the DMCA. To file a counter notification, please provide our Designated Agent with the following information:

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled;
Your name, mailing address, telephone number, and email address;
The following statement: “I consent to the jurisdiction of the United States District Court for the District of New York”;
The following statement: “I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent”;
The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled”; and
Your signature, in physical or electronic form.

Upon receipt of valid counter notification, we will promptly provide the person who provided the original infringement notification with a copy of your counter notification and inform that person that we will replace the removed material or cease disabling access to it in ten (10) business days. Further, we will replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of your counter notice, unless the Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Services.

10. Termination

The Services and these Terms are in effect until terminated by you or us. We may terminate these Terms by notifying you using any contact information we have about you or by posting such termination on the Services. We may terminate the Services if the relevant Healthcare Provider terminates its license to use the Services. You may terminate these Services by deleting your account in the Platform, or providing written notice of termination, including your detailed contact information to us using the information in Section 21. In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit, or terminate all or a portion of your access to the Services or any of their features at any time with or without notice if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. We may be protected for liability from these actions under the Communications Decency Act, 47 U.S.C. § 230.

The provisions of these Terms concerning protection of intellectual property rights, authorized use, user submitted content, disclaimers, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

Upon any such termination, (i) you must destroy all content obtained from the Services and all copies thereof; (ii) you will immediately cease all use of and access to the Services; (iii) we may delete or disable access to any of your user content at any time; and (iv) we may delete your account at any time. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of the Services after termination will be a violation of this Services, which survives any termination.

Even after the termination of these Terms, access to the Services, or any user content you have posted or submitted may remain on the Services indefinitely.

11. Arbitration Agreement

ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. IF, HOWEVER, EITHER THE CLASS ACTION WAIVER OR COORDINATED CLAIMS PROVISION BELOW ARE FOUND INVALID, THEN THE SPECIFIC INVALID PROVISION WILL BE UNENFORCEABLE AND WILL BE SEVERED AND THE REMAINDER OF THE ARBITRATION PROVISIONS WILL REMAIN IN FULL FORCE.

These Terms shall be treated as though it were executed and performed in Wilmington, DE and shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of law principles). The parties hereby agree to arbitrate all claims that may arise under these Terms or related to the Services. Without limiting the foregoing, should a dispute arise between the parties: (a) the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association (“AAA”) in New York, in accordance with the then current Commercial Arbitration rules of the AAA; and (b) you agree to first commence a formal dispute proceeding by sending written notice to Pery. We may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If we provide you with a Final Settlement Offer and you do not accept it, or we cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration before the AAA by filing a separate Demand for Arbitration. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than our Final Settlement Offer, then we will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, we will reimburse any reasonable attorneys’ fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Although we may have a right to an award of attorneys’ fees and expenses if we prevail in arbitration, we will not seek such an award from you unless the arbitrator determines that your claim was frivolous.

To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Pery, its affiliates, and/or their respective employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs incurred in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first download the Platform by sending notice to the contact information in Section 21 below.

12. No Class Actions

YOU AGREE THAT ANY CLAIMS OR ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

13. Independent Professional Judgment

PERRY IS NOT A HEALTHCARE PROVIDER AND THE APP IS NOT A MEDICAL DEVICE. YOU AS A HEALTHCARE PROVIDER, OR YOUR EMPLOYER OR ORGANIZATION MUST ENSURE USERS ARE ADVISED NOT TO RELY UPON THE PLATFORM TO COMMUNICATE WITH THEIR HEALTHCARE PROVIDERS ON MATTERS OF IMPORTANCE OR URGENCY. FURTHER, YOU AGREE TO ADVISE USERS THAT THEY CALL OR OTHERWISE CONTACT YOU DIRECTLY TO NOTIFY YOU OF A DEVELOPMENT REQUIRING MEDICAL ADVICE. YOU SHOULD NOTIFY PATIENTS THAT, IN AN EMERGENCY, THEY SHOULD CONTACT 911. .

THE CONTENT CONTAINED ON SOME AREAS OF THE SITE MAY CONTAIN INFORMATION ABOUT MEDICATIONS, SUPPLEMENTS, MEDICAL PROTOCOLS, PROCESSES, AND/OR THERAPIES THAT ARE NOT EVALUATED OR REGULATED BY THE UNITED STATES FOOD AND DRUG ADMINISTRATION. THE SITE MAY ALSO CONTAIN INFORMATION ABOUT MEDICAL CONDITIONS AND MEDICAL TREATMENTS. SUCH INFORMATION IS INTENDED AS AN EDUCATIONAL AID ONLY. IT IS NOT INTENDED AS MEDICAL ADVICE FOR INDIVIDUAL CONDITIONS OR TREATMENT. IT IS NOT A SUBSTITUTE FOR YOUR PROFESSIONAL MEDICAL DIAGNOSIS, AND SHOULD NOT BE RELIED UPON BY YOU IN PROVIDING SERVICES TO THE PATIENT.

YOU AGREE TO ACCURATELY REPRESENT THE ROLE OF THE PLATFORM, WHICH IS A TOOL FOR USERS AND HEALTHCARE PROVIDERS AND AS AN EDUCATIONAL AID.

IT IS YOUR RESPONSIBILITY AS MEDICAL PROFESSIONAL TO RAISE ANY CONCERNS YOU HAVE WITH A PATIENT AND TO TAKE THE APPROPRIATE COURSE OF ACTION. YOU ARE RESPONSIBLE AND LIABLE FOR ANY ADVICE, MEDICAL OR OTHERWISE, THAT YOU PROVIDE THROUGH OR IN CONNECTION WITH THE PLATFORM.

14. Disclaimer of Warranty

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, USE, VALIDITY, ACCURACY, OR RELIABILITY OF THE CONTENT AVAILABLE ON THE SITE. YOUR USE OF THE SERVICES, INCLUDING DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT AND RELYING UPON THAT CONTENT, MADE AVAILABLE THROUGH THE SITE IS DONE AT YOUR OWN RISK. THE SITE AND CONTENT ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND AT YOUR SOLE RISK, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE MAKE NO REPRESENTATIONS REGARDING THE CONTENT, INCLUDING AS TO ITS ACCURACY, ORIGINALITY, COMPLETENESS, CURRENTNESS, CORRECTNESS, QUALITY, RELIABILITY, OR INTEGRITY.

15. Limitation of Liability

WE AND OUR AFFILIATES, SUBSIDIARIES, DIVISIONS AND RELATED COMPANIES AS WELL AS OUR AGENTS, SUPPLIERS, SERVICE PROVIDERS, AND RETAILERS (COLLECTIVELY, THE “RELEASEES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OR THE INABILITY TO USE THE SITE, CONTENT OR EXTERNAL LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, OR ANY COMPUTER VIRUS OR FAILURE.

RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY USER OR OTHER THIRD-PARTY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

REGARDLESS OF THE PREVIOUS SENTENCES, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD-PARTY IS LIMITED TO THE GREATER OF THE ACTUAL TOTAL AMOUNT RECEIVED BY US FROM YOU OR YOUR EMPLOYER OR ORGANIZATION IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR THE LOWEST LIABILITY LIMITATION ALLOWED BY APPLICABLE LAW.

16. Indemnity

You agree to indemnify, defend, and hold us and the Releasees and all of our directors, officers, employees, agents, shareholders, successors, assigns, and contractors harmless from and against any and all third-party claims, damages, suits, actions, liabilities, judgments, losses, costs (including without limitation reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (i) your breach of any provision of these Terms; (ii) your negligent, reckless, fraudulent or willful misconduct in connection with the Services; or (iii) content or other information you provide to us through the Services or through you relationship with your employer. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

17. Consent to Communications

When you use the Services or send communications to us through the Services, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Services or your role as a Healthcare Provider. We may communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us or otherwise as stated by our contract with your employer.

18. Severability

If any provision of these Terms is held to be invalid or unenforceable, it shall be replaced in interpretation by a valid and enforceable term that most closely aligns with the intent of the original provision. If that is not possible, the provision shall be removed, and the rest of the Terms will be enforceable.

19. Assignment

We may assign these Terms at any time with or without notice to you. You may not assign or sublicense these Terms or any of your rights or obligations under these Terms without our prior written consent.

20. TERMS FOR USERS IN CERTAIN GEOGRAPHIC LOCATIONS

New Jersey Residents

If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (i) Disclaimer of Warranty; (ii) Limitation of Liability; (iii) Indemnity; and (iv) the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of these Terms are found to violate an established legal right.

California Residents

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forgo and waive all protections as by California Civil Code Section 1542, which states, “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” By using this Services, you agree that these California Civil Code Section 1542 protections no longer apply to you.

21. Contacting us

If you have any questions about anything in these Terms, please contact us at [email protected].