TERMS OF SERVICE

1. GENERAL

These Terms of Service (“TOS”) are an agreement between you (hereinafter “You,” “Yours,” and/or “User”) and Urgent Mobile Management Solutions, Inc., a Delaware Corporation (“UMMS”), and its associated or affiliated healthcare providers, including but not limited to [Elemedical Healthcare}] and their engaged medical practitioners (hereinafter the “Practices,” and collectively, with UMMS, “We” or “ELEMED”).  These TOS govern your access to and use of our websites and mobile applications (collectively the “Apps”), and their related internet-based features, content, and functionality, including service appointment scheduling services.  To make these Terms easier to read, the services offered by ELEMED, including but not limited services offered on the Apps such as appointment scheduling and payment services, are referred to collectively herein as the “Services.”

These TOS also provide rules in connection with use of the Apps as an IT platform facilitating your scheduling appointments and medical services from the Practices. Please also familiarize yourself with our Privacy Policy  before using the Apps. 

You are responsible for providing and maintaining, at your own risk, option, and expense, appropriate software, and hardware capabilities (consistent with any technical, quality, or other requirements described on the Site) to enable use of the Apps, including, but not limited to, a computer or mobile device with internet access.  You are solely responsible for any fees, including internet connection or mobile fees that you incur while using the Apps.  You also have a duty to provide truthful, accurate, and complete information in any forms or other communications you submit to or through the Apps.  We reserve the right to change the access configuration, including any software, hardware, or other requirements of the Apps at any time without prior notice.

Use of the Apps and Services is available only to individuals who are at least 18 years old or who have the consent of a parent or other guardian.  Therefore, by using the Apps and the Services you represent and warrant that if you are an individual, you are at least 18 years old or have had a parent or other legal guardian review and accept these TOS.  These TOS are void wherever use of the Apps is prohibited by law.

2. ACCEPTANCE OF THESE TERMS OF SERVICE

BY CLICKING “I AGREE,” CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH OR ON THE APPS, MAKING A PURCHASE, OR OTHERWISE AFFIRMATIVELY ACCEPTING THESE TERMS OF SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF SERVICE. YOU HEREBY GRANT AGENCY AUTHORITY TO ANY PARTY WHO CLICKS ON THE “I AGREE” BUTTON OR OTHERWISE INDICATES ACCEPTANCE TO THESE TERMS OF SERVICE ON YOUR BEHALF.

IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS, INCLUDING THE DISCLAIMERS AND WAIVER OF RIGHT TO SUE IN COURT, HAVE A JURY TRIAL, OR PARTICIPATE IN A CLASS ACTION, YOU MAY NOT ACCESS OR USE THE APPS OR SERVICES OR CREATE AN ACCOUNT WITH US. IF YOU DO NOT UNDERSTAND AND AGREE TO ALL OF THESE TERMS OR ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU SHOULD CEASE ALL USE OF THE SITES AND LOGOFF IMMEDIATELY.

3. USER ACCOUNT

Certain parts of the Apps and/or the Services are available only to Users who set up an account on the Apps.  When you create an account, you may be asked to provide certain personal information.  You agree that all such information provided to us is governed by these TOS. Our information collection and use policies with respect to the privacy of such information are set forth in the Privacy Policy, which is incorporated herein by reference for all purposes.

If you choose, or are provided with, a username, password, or any other piece of information as part of the Apps’ security procedures, you must treat such information as confidential, and you must not disclose it to any other party or entity.  You acknowledge that your account on the Apps is personal to you, and you agree not to provide any other person with access to the services provided through the Apps using your username, password, or other security information.  You agree to notify us immediately of any unauthorized access to or use of your username or password.  We have the right to disable any account at any time in our sole discretion, including if We believe that you have violated these TOS.

We may rely on the authority of anyone accessing your account or using your login credentials and in no event and under no circumstances shall We be held liable to you for any liability or damages arising out of (a) any compromise of the confidentiality of your account or password or (b) any authorized access to your account or use of your password.

4. USE OF THE APPS AND SERVICES

Subject to your compliance with these TOS, We hereby grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to: (i) access and use the Apps and the Services on a device that you own or control solely in connection with your use of the Services; and (ii) access and use any Content (as defined more fully herein), information, and related materials that may be made available through the Apps and the Services to you, in each case solely for your personal use.  Any rights not expressly granted herein are served by us and our licensors and affiliates.

5. PROHIBITED USES

You may use the Apps and Services only for lawful purposes and in accordance with these TOS.  Additionally, you agree not to use the Apps and Services:

• In any way that violates any applicable federal, state, local, or international law or regulation;
• In any way that infringes or violates any intellectual property rights or any other rights of any other party;
• For the purposes of exploiting, harming, or attempting to exploit or harm minors in any manner;
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent;
• To impersonate or attempt to impersonate ELEMED, its employees, any other User of the Apps, or any other person or entity;
• To engage in conduct that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable, or that restricts or inhibits anyone’s use or enjoyment of the Apps, or which may otherwise expose us or any other individual to liability;
• In any manner that could disable, overburden, damage, or impair the Apps or interfere with any other Users’ use of the Apps;
• In an attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Apps or any computer, server, or database connected with the Apps;
• To reverse engineer or otherwise attempt to obtain the source code or underlying ideas or information related to the Apps; or
• To otherwise attempt to interfere with the proper working of the Apps.

6. DISCLAIMERS – GENERAL

The Apps and Services are designed to enable you to request and book certain medical services to be provide by licensed medical professionals only. 

The information and content on the Apps, including but not limited to text, graphics, images, videos, and other material contained in the Apps, is for informational purposes only and is not intended as a substitute for professional medical advice, help, diagnosis, or treatment. Always seek the advice of your physician or other qualified health care provider with any questions you have regarding your medical care, and never disregard professional medical advice or delay seeking it because of something you have read on the Apps.

Nothing contained in the Apps is intended to constitute a medical diagnosis or treatment. Reliance on any information appearing on the Apps, including but not limited to information provided by websites personnel or by other Users of the Apps, is solely at your own risk.

We do not warrant the accuracy, completeness, timeliness or usefulness of the opinions, advice, content, services, or other information provided through the Apps or on the Internet generally.

We and our associates attempt to be as accurate as possible. However, We do not warrant that product descriptions or other content of the Apps is accurate, complete, reliable, current, or error-free. In the event that any individual should use the information presented on the Apps without a licensed psychologist, medical doctor, psychiatrist or other appropriate professional healthcare provider’s approval, that individual will be diagnosing for him or herself. No responsibility is assumed by the author, publisher or distributors of this information should the information be used in place of a licensed psychologist, medical doctor, psychiatrist, or other appropriate professional health care provider’s services. No guarantees of any kind are made for the performance or effectiveness of the Services mentioned on the Apps.

Availability, price, and time-sensitive information appearing on the Apps is subject to change.  We are not responsible for any such changes and advises you to confirm all specific terms appearing on or through the Apps before acting in reliance on such terms.

7. DISCLAIMER OF WARRANTIES

THE SERVICES AND CONTENT PROVIDED THROUGH THE APPS ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.  TO THE FULLEST EXTENT PERMISSLBE PURSUANT TO APPLICABLE LAW, ELEMED DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED ON AND AVAILABLE THROUGH THE APPS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.  WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVCIES OR CONTENT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION) YOU MIGHT BE REQUESTED TO GIVE ANY THIRD-PARTY, AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST eleMED WITH RESPECT TO SUCH SITES AND THIRD-PARTY CONTENT.

8. CHANGES TO TERMS OF SERVICES

We reserve the right to make changes to this TOS, the Apps, policies, and to this Agreement at any time and without notice. If we make any changes, we will revise the “last modified” date at the bottom of this document. YOU SHOULD PRINT A COPY OF THIS TOS AND CHECK BACK FREQUENTLY FOR UPDATES. Your continued use of the Apps or of any purchased product or Service following any future amendment constitutes your acceptance of any modified terms. If you have any questions regarding these terms, please contact customer care at info@elemed.com

9. PRIVACY POLICY

We understand the importance of confidentiality and privacy regarding your health information. Please see our Privacy Policy  for descriptions of how we may collect, use, and disclose your personal information and protected health information, The Privacy Policy is hereby incorporated into these Terms of Use by reference and constitute a part of these Terms of Use.

10. CONTENT AND CONTENT RIGHTS

For purposes of these TOS: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services or Apps; and (ii) “User Content” means any Content that App Users (including you) provide to be made available through the Services or Apps. Content includes without limitation User Content. Any information submitted on the Apps is subject to the terms of which are incorporated herein.

We neither endorses nor are responsible for the accuracy or reliability of any opinion or statement on the Apps, nor for any offensive, defamatory or obscene posting made by any User. Under no circumstances will we be liable for any loss or damage caused by your reliance on information obtained through the content on the Apps. It is your responsibility to evaluate the accuracy, completeness and usefulness of any information, opinion or other content available through the Apps. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion or other content, including but not limited to financial, health, or lifestyle information, opinion or other content.

You are responsible for all User Content that you post, upload, store, transmit, or otherwise provide through the Apps.  We reserve the right to remove or edit User Content or any other content that we believe may be offensive.  You automatically grant us a perpetual, worldwide, royalty-free, irrevocable, and nonexclusive right and license to use, reproduce, modify, display, adapt, and publish your User Content to enable us to operate the Apps. 

11. USE OF SITE AND ACCOUNT SECURITY

You shall not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit any content produced on the Apps without the express prior written permission of eleMED other than the limited reproduction of information on the site for your personal, non-commercial use.  The modification or use of the Apps’ content for any other purpose is a violation of our copyright and other proprietary rights and may subject you to civil or criminal penalties.  If you violate any of these TOS, your permission to access and use the Apps’ content automatically terminates and you must destroy any copies you may have made of the Apps’ content.  The Apps are for personal use and may not be used in connection with any commercial activities except those authorized by us.

We may store, transmit, receive, and/or access your data arising from your use of the Apps.

12. INTELLECTUAL PROPERTY RIGHTS

Content displayed on the Apps may be owned by eleMED or provided through arrangement with other parties, including other Users of the Apps or third-party providers.  Unauthorized use of content on the Apps may violate copyright, trademark, or other intellectual property laws.  You have no right in or to content on the Apps, and you may not use such content except as permitted under these TOS. 

13. THIRD-PARTY PRODUCTS AND SERVICES

We are not responsible for examining or evaluating any products, advice, or services offered by any third parties whose icons, products, advice, services, or links appear on or through the Apps (if any). This includes links contained in advertisements, including banner advertisements and sponsored links.  We have no control over the contents of those websites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of such websites or resources.  If you decide to access any of the third-party websites linked to the Apps, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.  We make no representations, warranties, or conditions regarding the offerings of any third-party.  You accept that the purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services, or information ordered or received from a third-party is solely between you and the third-party.  You further accept that We will not be a party to or be in any way responsible for monitoring any transaction between you and a third-party. 

14. OWNERSHIP OF INFORMATION SUBMITTED VIA THE APPS

With the exception of any personal data or information you submit maintained in accordance with our Privacy Policy or as otherwise prohibited by federal or state specific privacy laws and regulations, you understand and agree that any information you provide to us on or through the Apps or Services, whether by direct entry, submission, email or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions, will be treated as non-confidential and non-proprietary and will become our property.

Such information may be used for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. We shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to us via the Services or by any other means for any legally permissible purpose whatsoever.

For any personal data or information subject to the foregoing exception, and to the extent permitted by law, you: (1) understand and agree that any such information provided by you may be used, copied or displayed by us, We may create derivative works of any such data, and We may provide such data to our affiliates, service providers, and successors and assigns; and (2) grant us, our service providers, and successors and assigns, the fully transferable and sublicensable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties any data or information you submit on or through the Apps for the purposes of providing services to you; conducting research or analyses of such data; and designing, developing, implementing, modifying and/or improving new, current or future features, products and services of us using such data.

15. LIMITED RIGHT TO USE

The viewing, printing or downloading of any Content, graphic, form, or document from the Apps grants you only a limited, non-exclusive license for use solely by you for your own personal, non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or offer for sale any information contained on, or obtained from, the Apps. Illegal and/or unauthorized uses of the Apps, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited commercial email; using any information retrieval system, whether electronic or through other means, to reproduce any of the Content of the Apps other than for your personal use; and unauthorized framing or linking to the Apps will be investigated and appropriate legal action will be taken, including civil, criminal, and injunctive redress.

16. INTERNATIONAL VISITORS

We control and operate the Apps and Services from the United States of America.  We do not represent that the materials on the Apps or the Services are appropriate for use in other locations.  People who choose to access the Apps and Services from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent that local laws are applicable.

17. PAYMENT

You agree to pay all fees due for items and/or services (including the Services) requested as is set forth more fully in the Informed Consent to Treat, Authorization & Release, the terms of which are hereby incorporated by reference into these TOS. You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have. By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due.

18. TERMINATION

We reserve the right to terminate your access to the Apps or any of its services at any time and for any reason, without notice to you. Upon termination, you must cease use of the Services and Apps and destroy all materials obtained from the Apps and all copies thereof, whether made under these Terms or otherwise. Except as otherwise provided, or as required by applicable law, We have no obligation, whether before or after the termination of your use of the Apps, to return or otherwise provide to you any information to use, or any other information that we have that relates to you.

19. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, SPECIAL OR CONSEQUENTIAL DAMAGES) THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE CONTENT OR SERVICES PROVIDED BY THE APPS, EVEN IF WE OR ONE OF OUR AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

YOU HEREBY RELEASE AND FOREVER WAIVE AND DISCHARGE ANY AND ALL CLAIMS AND LIABILITIES YOU MAY HAVE AGAINST ELEMED FROM ANY AND ALL MATTERS RELATING   USE OF THE APPS, INCLUDING BUT NOT LIMITED TO YOUR USE OF MATERIALS OR FEATURES AVAILABLE ON THE APPS, OR ANY CONTENT ON THE APPS.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR IF YOU SEEK TO ASSERT ANY CLAIM AGAINST US ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS OF YOUR USE OF THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APPS AND SERVICES.

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

20. INDEMNITY

You agree to indemnify, defend, and hold harmless ELEMED, its subsidiaries and affiliates, and its associated parties and practices, and  their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, “Indemnitees”) harmless from and against any and all third-party suits, actions of any kind, claims, proceedings, damages, settlements, judgments, injuries (including death), liabilities, rights, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from: (1) your use of the Services or the Apps (including your use of materials or features available on the Apps); (2) any Content; (3) your connection to the Services; (4) your breach or violation of these Terms of Service; (5) your violation of any rights of another; and (6) your infringement of any intellectual property or privacy right of any person.

IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS “LIMITATION OF LIABILITY” AND “INDEMNITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

21. ELECTRONIC SIGNATURE CONSENT AND AGREEMENT

You consent and agree that your use of a keypad, mouse or other device to select an item, button, icon, checkbox, to enter text, or to perform a similar act/action, while using our Sites, for the purpose of accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, including without limitation of the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) acceptance and agreement as if actually signed by you in writing. Be advised that all activity and IP address information may be monitored. The right to use any product or service you purchase from us is personal to you and is not transferable to any other person or entity.

22. GOVERNING LAW

All matters arising out of or relating to these Terms of Service, including any issue or dispute arising out of or in connection with your use of the Apps, the Services, intellectual property, or any matter concerning eleMED, will be governed as follows:

• by the laws of the State of New York for Users who obtain services (including Services) in the State of New York, without regard to conflict-of-law principles.
• by the laws of the State of California for Users who obtain services (including Services) in the State of California, without regard to conflict-of-law principles.

23. DISPUTE RESOLUTION

a. Informal Resolution Required Before Commencing Arbitration

It is our hope that most Users’ concerns are resolved quickly and to the customer’s satisfaction by emailing us at info@elemed.com. If you believe that you have a dispute or claim against us arising out of your use of the Apps or Services or under these TOS, you agree to first discuss the matter informally with us for at least 30 days.  To do that, you must give us written notice, which should be sent to info@elemed.com (“Notice Address”).  The written notice must (i) include your name, residence address, username (if applicable) and email address associated with your User account (if applicable), (ii) describe the nature and basis of the claim or dispute, and (iii) set forth the specific relief sought. 

If We are unable to resolve your concerns informally within 30 days after We receive your notice, your sole and exclusive remedy is to commence an arbitration proceeding against eleMED in accordance with the procedures set forth below.  As set forth more fully below, YOU ARE AGREEING TO WAIVE YOUR RIGHT TO SUE IN COURT, HAVE A JURY TRIAL, AND LEAD OR PARTICIPATE IN A CLASS ACTION. 

b. Binding Arbitration; Waiver of Right to Participate in Class Action or Other Representative Action

c. You agree that any and all disputes or claims that have arisen or may arise between you and eleMED that cannot be resolved via informal efforts shall be resolved exclusively through final and binding arbitration, rather than a court of law, in accordance with the terms set forth herein. 

YOU EXPRESSLY AGREE THAT YOU AND ELEMED ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION WITH RESPECT TO ANY CLAIMS OR DISPUTES WITH OR INVOLVING THE COMPANY. 

YOU EXPRESSLY AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY VIA ARBITRATION AND ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

YOU EXPRESSLY AGREE THAT THE ARBITRATOR(S) MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.  THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. 

YOU EXPRESSLY AGREE THAT THE AWARD OF THE ARBITRATOR(S) WILL BE FINAL AND BINDING. 

YOU EXPRESSLY AGREE THAT ELEMED MAY SEEK INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN NEW YORK OR CALIFORNIA AS NECESSARY TO PROTECT ITS RIGHTS OR PROPERTY PENDING THE COMPLETION OF ARBITRATION.

YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY WAIVING AND FORFEITING (1) YOUR RIGHT TO A TRIAL BY JURY; (2) YOUR RIGHT (IF ANY) TO PURSUE CLAIMS VIA CLASS OR REPRESENTATIVE ACTION; AND (3) TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.

d. Arbitration Procedures

Any arbitration will be conducted under the rules and procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”), the American Arbitration Association (“AAA”), or the American Health Lawyers Association (“AHLA”), then in effect.  You must file a demand for arbitration within one (1) year after the date your claim arose, or within the shortest time period permitted by applicable law. Otherwise, your claim is waived.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

e. Severability

If a court or arbitrator decides that any term or provision of this section is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and such terms shall be enforceable as so modified. 

24. ENTIRE AGREEMENT

This TOS is the entire agreement between you and ELEMED relating to the subject matter herein.  You and ELEMED agree there are no third-party beneficiaries intended under these TOS.

25. MISCELLANEOUS

If any provision of these TOU shall be deemed unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable from these TOs and shall not affect the validity and enforceability of any remaining provisions.  The failure of either you or We to exercise, in any way, any right herein shall be deemed a waiver of any further rights hereunder.  This TOS is the entire agreement between you and eleMED relating to the subject matter herein.  You and eleMED agree there are no third-party beneficiaries intended under these TOS.

Last modified: March 16, 2024