TERMS OF USE AGREEMENT

These Terms of Use constitute an agreement (the "User Agreement") between UrgiDoctor, LLC and its current or future affiliates (collectively, "UrgiDoctor" or "Company") and each user ("User" or "You" or derivatives thereof) of the UrgiDoctor Website and/or its online services and/or the UrgiDoctor mobile application (collectively, "Services").

1. GENERAL OVERVIEW ABOUT WHAT URGIDOCTOR DOES (AND DOESN'T DO) AND SOME IMPORTANT INFORMATION ABOUT THIS AGREEMENT.

1.1 UrgiDoctor, LLC’s ("UrgiDoctor") mobile application (the "App") and Website provide an on-line platform for Users to conveniently find and interact with independent licensed physicians and other healthcare providers ("Service Providers"). Additionally, UrgiDoctor gives Users the opportunity to provide feedback about their experience with the Services. This Section 1 generally describes the services provided via the UrgiDoctor App and Website. For an expanded definition of "Services" please see the definition in Section 2 below. All medical and healthcare services are provided by independent third parties who are referred to as Service Providers. The Service Providers are not the employees or agents of UrgiDoctor and the Service Providers are solely responsible for the medical care and advice that You receive while using the UrgiDoctor App. This User Agreement contains an Arbitration provision, as well as Disclaimers and Limitations of Liability, and other provisions which limit Your rights if a dispute arises under this User Agreement. You should read and review each paragraph carefully because this User Agreement will constitute a binding contract if accepted by You.

1.2 CALL 911 FOR MEDICAL EMERGENCY! NO EMERGENCY SERVICE AVAILABLE THROUGH URGIDOCTOR.
(a) IF YOU HAVE OR THINK YOU MIGHT BE HAVING A MEDICAL EMERGENCY OR URGENT MEDICAL PROBLEM, DIAL 911 IMMEDIATELY.
(b) THE USE OF TELEMEDICINE SERVICES IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS, SITUATIONS, OR CONCERNS.

1.3 Technology Limits.
The Services are available only via the UrgiDoctor App. Service may not be available or may be interrupted due to cellular or Wi-Fi coverage limitations.

1.4 Services are Private Pay.
UrgiDoctor is a private payment system. UrgiDoctor does not accept any type of insurance. You are solely responsible for paying the fees charged by Service Providers and those fees must be paid in full before a telemedicine encounter begins.

1.5 No Insurance Claims Handled.
1.5.1 UrgiDoctor will not submit or handle any health insurance claims for You.
1.5.2 Additionally, UrgiDoctor will not submit or handle any Medicare or Medicaid claims.
1.5.3 If any User has health insurance coverage, it shall be the User’s or the Service Provider’s (if the Service Provider chooses to do so) sole responsibility to submit a claim with regard any telemedicine visit User had with any Service Provider.
1.5.4 UrgiDoctor makes no claims whatsoever that any part of the Service is reimbursable by any insurance company.
1.5.5 If User makes a claim for reimbursement for the Service, reimbursement shall be completely and solely determined by User’s health insurance provider’s policies and procedures. UrgiDoctor expressly disclaims any responsibility with regard to any health insurance coverage that any User may have or any reimbursement that any User may or may not receive from any health insurance provider and/or plan any User has or may have.

1.6 HIPAA and HITECH Compliant.
UrgiDoctor is compliant with (i) Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") codified at 45 CFR Part 160 and Subparts A and E of Part 164, with 45 CFR Parts 160, 162, and 164 setting forth the combined regulation text of all HIPAA Administrative Simplification Regulations and (ii) the Health Information Technology for Economic and Clinical Health Act, as amended ("HITECH") codified at 42 U.S.C. Chapter 156, Subchapter III, Parts A and B, Sections 17931-17953.

1.7 Some Telemedicine Practice Limitations.
1.7.1 Not all medical practice areas are represented in the UrgiDoctor Service Provider Directory.
1.7.2 You are free to select a Service Provider. Service Providers select their own patients and set their own hours. In other words, you must agree to work with each other.
1.7.3 You should take care when selecting a Service Provider. If You don’t know whether a Service Provider’s listed practice area is the right one for Your needs, or if you have questions about the qualifications of a Service Provider, You should ask the Service Provider. UrgiDoctor cannot counsel or guide You on Your selection of a Service Provider.
1.7.4 Service Providers provide the content to describe themselves, their practice areas, education and qualifications in the UrgiDoctor App and on the UrgiDoctor Website. UrgiDoctor hosts the Service Provider’s Content (see definition below) as a convenience to You. UrgiDoctor makes no representations or warranties regarding the accuracy of a Service Provider’s Content.
1.7.5 UrgiDoctor will ensure that Service Providers are licensed in at least one state when the Service Provider is added to the UrgiDoctor App or the UrgiDoctor Website. However, UrgiDoctor does not conduct a background investigation, verify employment or conduct other screening for Service Providers. UrgiDoctor does not monitor the Service Provider’s licensing or standing after the Service Provider’s initial listing.
1.7.6 Service Providers may or may not prescribe Schedules 1 and 2 medications as part of a telemedicine encounter. UrgiDoctor does not permit the prescribing of Schedules 3 or 4 medications in connection with a telemedicine encounter. UrgiDoctor is not a pharmacy and does not prescribe or provide any medications to Users.
1.7.7 Service Providers may use the services of certain pharmacies through the UrgiDoctor platform. Not all pharmacy services or providers are available through the UrgiDoctor Service.

1.8 How and When You Pay Service Providers; How UrgiDoctor gets Paid.
1.8.1 Each Service Provider sets its own fees for telemedicine visits, (the "Service Provider’s Fee"). The Service Provider’s Fees are listed and available for Your review before You schedule a telemedicine visit.
1.8.2 You must pay for your telemedicine visit before you visit the Service Provider, using the UrgiDoctor App. Fees are processed using a third-party credit card processing company. As of the date of this Agreement the credit card processing company is Stripe. The credit card processing company will take Your credit card information, process Your credit card and issue You a receipt. UrgiDoctor does not store or handle Your credit card information.
1.8.3 If your Service Provider prescribes medications for You, those pharmacy costs are in addition to any Service Provider’s Fee. You pay the online pharmacy directly using the UrgiDoctor App.
1.8.4 If You fail to show up for a telemedicine visit or You cancel an appointment too close to a scheduled telemedicine visit, You may incur a "no-show/no call" or untimely cancellation fee if cancellation or no-show fees are listed by the Service Provider’s on the UrgiDoctor App or are posted on the UrgiDoctor website.
1.8.5 Service Providers pay UrgiDoctor one-time set up fees, monthly fees (which may vary) and fees for each telemedicine encounter.

2. DEFINITIONS

2.1 "User" means each individual or entity who browses or uses the Services for themselves or on behalf of another Person. User shall sometimes be referred to herein as "You" or "you" or appropriate derivatives thereof. User becomes a patient of Service Provider when User engages any Service Provider for telemedicine Services. User is never a patient of UrgiDoctor.
2.2 "Service Provider(s)" mean(s) a doctor, psychiatrist, nurse practitioner, physician’s assistant, pharmacist or pharmacy or other healthcare professional having the requisite valid license(s) who is listed on the UrgiDoctor Website or App.
2.3 "Services" means the description of services in the first paragraph of Section 1 above and each and/or all of the following activities while using or engaging with UrgiDoctor:

2.3.1 Your accessing and Browsing UrgiDoctor’s Website or App;
2.3.2 Your registering/creating an account on the UrgiDoctor Website;
2.3.3 Your searching UrgiDoctor to find telemedicine practice areas, Service Providers and availability, and other related information;
2.3.4 Your accessing Your UrgiDoctor account to view personal information, including protected health information;
2.3.5 Your engaging in a telemedicine visit or otherwise communicating with a Service Provider You selected and contacted. This includes Your completing any paperwork required by the Service Provider—such as a new patient form;
2.3.6 Your paying for a telemedicine visit, which includes payment directly to participating pharmacies for medications prescribed by a Service Provider.
2.3.7 Your providing feedback regarding Your experience concerning the Services;
2.3.8 Your completion of on -line forms to list or select from a list of medical conditions and/or symptoms in order to inform Service Providers of Your concerns. Service Providers may write their exam notes, diagnosis, treatment plan, etc. on on-line forms. The content of the information provided on the on-line forms is selected by You and Your Service Provider.
2.3.9 Your accessing a secure portal on the UrgiDoctor Website or App in order to upload information or download a copy of Your protected health information.
2.3.10 Certain key aspects of the Services provided by UrgiDoctor are as follows:

(a) You may search for and select Service Providers of Your choice in Your general geographical area, so the Services are community based; and Youmay work with a Service Provider You selected to set up a future telemedicine appointment(s) or in-person appointment(s) with such Service Provider even while traveling out of your original geographical area;
(b) If, at any given time You are away from Your state of residence, (but still in the USA), You may connect with a Service Provider of Your choosing (provided the Service Provider is then available) located in the general geographic area in which You reside;
(c) At any given time, each Service Provider has the ability to be available via the UrgiDoctor Website or App. The current availability status of each Service Provider will be shown when You search Service Providers; and
(d) If You do not find Your primary care medical provider ("PCP") among the Service Providers listed on the UrgiDoctor Website or App, You may email info@urgidoctor.com to request that UrgiDoctor reach out to inquire as to Your PCP’s interest in becoming a Service Provider. UrgiDoctor is under no obligation to list your PCP as a Service Provider and your PCP is under no obligation to engage with UrgiDoctor as a Service Provider.

2.3 "UrgiDoctor Content" means all data, text, information, materials, photos, graphics, images, artworks, logos, videos, audios, directories, listings, databases, and other content—including without limitation, the UrgiDoctor Website and App—that UrgiDoctor provides as part of the Services. UrgiDoctor provides UrgiDoctor Content and other information relating to the Services for information purposes only. UrgiDoctor Content is not medical advice.
2.4 "Service Provider’s Content" means all data, text, information, materials, photos, graphics, images, artworks, logos, videos, audios, directories, listings, databases, and other content, including, without limitation, a Service Provider’s biographical information, pricing for telemedicine visits, cancellation and "no show/no call" policies, link to Service Provider’s website, and the telemedicine Services. UrgiDoctor makes each Service Provider’s Content available as part of the Services but does so as a convenience only and only to the extent that each Service Provider gives UrgiDoctor permission to make such Content available. If You rely on Service Provider Content or other information from the Services, You do so at Your own risk.

 

3. YOUR USE OF THE SERVICES

3.1 Your Representations and Warranties.
As a condition to using the Services, You represent, agree and warrant as follows:
3.1.1 You will use the Services in accordance with this User Agreement and all applicable laws;
3.1.2 You will not interfere with others’ use of the Services;
3.1.3 You will not reverse engineer or try to do so or otherwise tamper or try to tamper with the UrgiDoctor App or Website;
3.1.4 You will use the Services for Your personal use only or for the personal use of a Person for whom You act with proper legal authority (by way of example only Your child or a disabled adult for whom you serve as a legal guardian);
3.1.5 You will not copy language or images or the like from the Website, except for specific use with regard to Your receipt of Services;
3.1.6 You agree that before using the Services Your primary healthcare provider has discussed with You the use of telemedicine services, including the benefits and risks associated with such use, as well as the alternatives to the use of telemedicine services;
3.1.7 You have the financial ability to electronically pay for a Service Provider’s telemedicine Services at the time such Services are rendered;
3.1.8 You understand and agree that the Service Providers are not employees or agents of UrgiDoctor; and
3.1.9 You understand and agree that UrgiDoctor is not responsible for the care or advice that You receive from a Service Provider.
3.1.2 You may be permitted to submit, upload, post, or transmit messages, text, photos, and other materials on or through the Services ("Submissions") using a secure portal. Certain Submissions may concern Your telemedicine visit with a Service Provider and, thus, constitute protected health information. You understand and agree that it is Your responsibility to maintain the privacy and security of the passwords used to access the UrgiDoctor app and website. Do not share your password(s).
3.1.3 UrgiDoctor may, as a convenience, post educational information on its website. You acknowledge that the content the UrgiDoctor website is not medical advice. The content on this website is general in nature and not necessarily specific to You or Your circumstances.
3.1.4 You acknowledge that, UrgiDoctor is not a healthcare professional and does not provide healthcare services. All healthcare services and medical advice are delivered through independent Service Providers.

 

4. PRIVACY

4.1 By signing below, You acknowledge that you have read the Privacy Policy on the UrgiDoctor’s website and that You accept the terms of the UrgiDoctor Privacy Policy. You understand and agree that UrgiDoctor’s privacy policies may change in the future and if such changes are made they will be posted on the UrgiDoctor’s website. It is Your responsibility to check the UrgiDoctor website to learn of changes in the UrgiDoctor Privacy Policies in the future.
4.2 UrgiDoctor will not access a User’s protected health information except for the following specific and limited purposes:
(a) In order to comply with a Service Provider’s or User’s request for a copy of User’s protected health information by uploading User’s protected health information to a secure portal on the UrgiDoctor Website or the UrgiDoctor App so that a User or Service Provider may download the User’s protected health information;
(b) To investigate and/or resolve any technical issues preventing or impairing a User or Service Provider from accessing User’s protected health information via UrgiDoctor;
(c) For the purpose of maintaining continuity of medical care, by providing User’s protected health information to a different Service Provider, where, by way of example and without limitation, such different Service Provider is a specialist, or a subsequent medical provider because a previous Service Provider is then unavailable or no longer has access to the Service, or in the event a User desires to switch Service Providers;
(d) For the reason described below regarding the termination of a Service Provider (by the Service Provider or by UrgiDoctor);
(e ) To comply with a legal obligation, such as a court order or subpoena.
4.3 The individual(s) accessing a User’s protected health information in the above-noted circumstances will be authorized personnel of UrgiDoctor or a third-party engaged by UrgiDoctor, with such third party having entered into an agreement with UrgiDoctor that, among other matters, requires such third party to comply with state and federal privacy laws.
4.4 Certain Federal laws protect User’s health information and provide guaranteed access to such health information by Users. For more information, please see Section 17 below.

 

5. CHILDREN

5.1 The UrgiDoctor App is not intended to be used by anyone under the age of 13. Use or access of the App by anyone under the age of 13 is strictly forbidden. If You are under the age of 13 do not use this App.
5.2 UrgiDoctor will never knowingly collect or use personal information for anyone under the age of 13 except as authorized by a Parent or legal guardian.
5.3 Parents or legal guardians may use the App to obtain medical services for their children who are under the age of 18.

 

6. CHANGES TO THE SERVICE

6.1 UrgiDoctor may change, suspend, terminate, or otherwise alter (collectively, "Change") any of the terms or conditions of this User Agreement with or without notice and without liability.
6.2 Any Changes to the Services will be set forth in this "Terms of Use" part of UrgiDoctor’s Website and will be identified as Changes to Services or some similar language, with any Changes to Services being effective as of the date posted next to/near the text of the Changes to Services.

7. TERMINATION OF THE USER AGREEMENT

7.1 Termination by UrgiDoctor. UrgiDoctor may end Services and/or terminate this Agreement for any reason or for no reason and without liability.
7.2 Termination by You. You may terminate this Agreement at any time by stopping Your use of the Services. UrgiDoctor may delete Your account from the UrgiDoctor Website and the UrgiDoctor App. As explained in UrgiDoctor’s Privacy Policy, UrgiDoctor does not haveaccess to any of Your protected health information shared between You and any Service Provider, except for the express and limited purposes set forth above and also set forth in UrgiDoctor’s Privacy Policy.
7.3 Post-Termination Rights For Users. Upon termination of this User Agreement for any reason, all rights granted to You to use the Service shall end immediately except Your right to access Your protected health information (including by way of example and without limitation the HIPAA and HITECH laws referred to in Section 17 below). Any provisions of this User Agreement that are expressly deemed to survive termination or that, by their nature survive the termination, shall survive termination.
7.4 Information Retention. UrgiDoctor will maintain your protected health information in accordance with applicable law and only for so long as required by law. You may download Your information (including but not limited to protected health information) from a secure portal made available to You by UrgiDoctor. For more details, please refer to Section 17 below.

 

8. SERVICE PROVIDERS

8.1 UrgiDoctor may at any time and without notice to Users terminate a Service Provider without liability to Users.
8.2 Service Providers may elect to stop providing services through UrgiDoctor for any reason or no reason.
8.3 Users should have no expectation that a Service Provider with whom they have engaged in the past will be available in the future.
8.3 A Service Provider who elects to terminate its/his/her relationship with UrgiDoctor, or a Service Provider whose relationship with UrgiDoctor is terminated by UrgiDoctor, will not be permitted to use the UrgiDoctor Services. As set forth above, UrgiDoctor may access the Service Provider’s electronic records stored on the UrgiDoctor platform/server for limited purposes described above, including but not limited to the gathering and providing records to: [i] the Service Provider; [ii] a subsequent Service Provider selected by the User; [iii] to the User; or [iv] as otherwise required by law. UrgiDoctor is under no obligation to preserve or maintain Service Provider records except as required by applicable laws and only to the extent of applicable laws.

 

9. INTELLECTUAL PROPERTY

9.1 UrgiDoctor has and shall retain sole and complete ownership of the UrgiDoctor Website, App, and all the UrgiDoctor Content therein or related thereto. Service Provider’s Content is Service Provider’s proprietary property and some or all of it may constitute intellectual property.
9.2 You shall not, by Your use of any of the Services or by any other means whatsoever, have or acquire any ownership or other proprietary interest or rights in or to any of the Services, including, without limitation, the UrgiDoctor App; UrgiDoctor Content; or the Service Providers Content.

 

10. COMMUNICATION.

10.1 By creating an account/registering on the Website or via the UrgiDoctor App, You agree to receive certain non-protected electronic communications (e.g., email, text and App- based) which communications may be about Your account, payment matters, promotional/marketing matters, or other like matters.
10.2 You may advise UrgiDoctor of Your preferred method of communication and UrgiDoctor will make reasonable efforts to accommodate Your request.
10.3 If You use the UrgiDoctor App, You may turn off certain features, such as push notifications, but "in app" features are part of the App’s functionality and cannot be turned off.
10.4 UrgiDoctor may not be able to honor Your request to receive Protected Health Information through certain channels even if requested by You if such means of communication requested by You do not comply with federal or state laws or guidelines regarding the release or transmission of Protected Health Information.

 

11. NO WARRANTIES PROVIDED BY URGIDOCTOR; IMPORTANT DISCLAIMERS

11.1 UrgiDoctor does not provide any medical or health care advice or service whatsoever. Only a Service Provider can provide You with health care advice or service. Service Providers are independent contractors and are not employees or agents of UrgiDoctor. UrgiDoctor assumes no responsibility for the care or advice or services performed to You or for You by Service Providers.
11.2 UrgiDoctor is not a pharmacy and provides no pharmaceutical services. Only a duly authorized Service Provider may prescribe medications through a telemedicine visit with You.
11.3 UrgiDoctor does not and will not endorse or recommend any of the Service Providers.
11.4 UrgiDoctor makes no representations or warranties regarding the quality of care You will receive from any Service Provider.
11.5 UrgiDoctor makes no representations or warranties regarding the qualifications of any Service Provider to provide healthcare advice or services to You.
11.6 UrgiDoctor provides no warranties regarding the accuracy of the Service Provider Content.
11.7 UrgiDoctor makes no warranties regarding the availability or functionality of the Service. UrgiDoctor does not guarantee or warrant 24/7 access to the Services. You understand and agree that the UrgiDoctor App may not function on all mobile devices.
11.8 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, URGIDOCTOR MAKES NO AND EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, NON-INFRINGEMENT, AND TITLE, AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE. IN ADDITION TO ALL STATEMENTS MADE ABOVE IN THIS "NO WARRANTIES; IMPORTANT DISCLAIMERS" SECTION, URGDOCTOR HEREBY DISCLAIMS: (i) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (ii) THAT ANY DEFECT OR ERROR WILL BE CORRECTED; (iii) THAT THE SERVICES WILL BE SECURE AND FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (iv) THAT ANY CONTENT OR INFORMATION PROVIDED BY OR THROUGH THE SERVICES WILL BE CURRENT OR ACCURATE; (v) AGAINST ANY LOSS OR CORRUPTION OF ANY DATA OR SUBMISSIONS; OR (vi) THAT A PARTICULAR SERVICE, PRESCRIPTION MEDICATION, OR SERVICE PROVIDERS IN CONNECTION WITH THE SERVICES WILL BE AVAILABLE TO YOU. ANY CONTENT OR INFORMATION PROVIDED BY OR THROUGH THE SERVICES THAT IS NOT PROVIDED TO YOU BY ONE OR MORE SERVICE PROVIDERS IS INTENDED AS GENERAL EDUCATIONAL INFORMATION AND IS NOT A SUBSTITUTE FOR THE KNOWLEDGE, SKILL, AND JUDGMENT OF A SERVICE PROVIDER OR OTHER HEALTHCARE PROFESSIONAL OF YOUR CHOOSING. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
11.9 This "No Warranties; Important Disclaimers" provision is notwithstanding and in addition to any other disclaimers or express rejection of warranties set forth elsewhere in this User Agreement.

 

12. INDEMNIFICATION

Notwithstanding and in addition to any indemnification obligations of Yours set forth elsewhere in this User Agreement, You will indemnify UrgiDoctor (which, as defined above, includes its current and future affiliates) and UrgiDoctor’s and its affiliates’ respective officers, directors, shareholders, members, employees, agents, representatives, advisors, attorneys, contractors and consultants (collectively, "Indemnified Parties") from and against any and all claims, actions, suits, demands, liabilities, damages, losses, penalties, interest, fines, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to: (i) Your violation of these Terms of Use; or (ii) Your violation of state of federal laws in connection with Your Use of the Service.

 

13. LIMITATION OF LIABILITY.

13.1 IN NO EVENT WILL URGIDOCTOR (INCLUDING URGIDOCTOR’S CURRENT AND FUTURE AFFILIATES) OR ANY OF URGIDOCTOR’S RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ADVISORS, ATTORNEYS, CONTRACTORS, OR CONSULTANTS BE LIABLE TO YOU (WHETHER UNDER THEORIES OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY) FOR: (i) ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, THE URGIDOCTOR CONTENT, OR THE SERVICE PROVIDER’S CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES; OR (ii) DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEEDING, IN THE AGGREGATE FOR ALL CLAIMS, THE AMOUNT PAID BY YOU, IF ANY, FOR THE SERVICES IN THE NINETY (90) DAY PERIOD BEFORE THE FACTS GIVING RISE TO THE CLAIM ARE ALLEGED TO HAVE OCCURRED.

13.2 EACH PROVISION OF THIS USER AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS USER AGREEMENT. THE LIMITATIONS IN THIS USER AGREEMENT WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.13.3 EXCEPT TO EXTENT PROHIBITED BY APPLICABLE LAWS, URGIDOCTOR’S LIABILITY TO YOU IS LIMITED AS SET FORTH IN THIS SECTION. IF YOUR STATE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR OTHER DAMAGES OR TOTAL LIABILITY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

14. ARBITRATION AND CHOICE OF LAW.

14.1 The laws of the State of Georgia shall apply to disputes arising under this Agreement.
14.2 Any claim arising out of or related to this Agreement, including without limitation the question of arbitrability, and including but not limited to claims related to the parties’ negotiations and inducements to enter into this Agreement, shall be submitted to mandatory, binding arbitration under the auspices of the American Arbitration Association in Atlanta, Georgia. The dispute shall be resolved before a single arbitrator which shall be agreed to by the Parties or shall be selected by the AAA if the parties cannot agree on an arbitrator. Judgement on an arbitration award may be entered by any court of competent jurisdiction. Each party shall bear his/her/its own costs of arbitration, including but not limited to its attorneys’ fees.

 

15. WAIVER OF JURY TRIAL AND CLASS ACTION

15.1 EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT; INCLUDING BUT NOT LIMITED TO COUNTERCLAIMS REGARDING SUCH DISPUTES, CLAIMS RELATED TO THE PARTIES’ NEGOTIATIONS AND INDUCEMENTS TO ENTER INTO THIS AGREEMENT, AND OTHER CHALLENGES TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT. THE WAIVER OF THE PRECEDING SENTENCE APPLIES REGARDLESS OF THE TYPE OF DISPUTE, WHEHTER PROCEEDING UNDER CLAIMS OF CONTRACT OR TORT LIABILITY (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY.
15.2 NEITHER PARTY SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT; WHETHER PROCEEDING UNDER CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY (collectively "THIS AGREEMENT’S CLAIMS). THIS AGREEMENT’S CLAIMS INCLUDE, BUT ARE NOT LIMITED TO, COUNTERCLAIMS, CLAIMS RELATED TO THE PARTIES NEGOTIATIONS AND INDUCEMENTS TO ENTER INTO THIS AGREEMENT, AND OTHER CHALLENGES TO THE VALIDITY OR ENFOREABILITY OF THIS AGREEMENT. THEPROCEEDINGS EXCLUDED ABOVE IN THIS SECTION 15 INCLUDE WITHOUT LIMITATION CLASS-WIDE ARBITRATION AND PRIVATE ATTORNEY-GENERAL ACTIONS.

 

16. APPLE DEVICE ADDITIONAL TERMS

16.1 If You access the UrgiDoctor App via a mobile device or tablet branded by Apple, Inc. ("Apple") running Apple’s iOS (an "Apple Device"), the following terms ("Apple Device Additional Terms") are made part of this User Agreement:
(a) Conflicting Terms. If these Apple Device Additional Terms conflict with any other provision of this User Agreement, the Apple Device Additional Terms shall take precedence and control but only with respect to access and use of the Services via an Apple Device.
(b) Agreement with UrgiDoctor, Not Apple. You acknowledge that this User Agreement is an agreement between UrgiDoctor and You, and not with Apple. UrgiDoctor, not Apple, is solely responsible for the UrgiDoctor App and its content. If You access the UrgiDoctor App via an iOS Device, the UrgiDoctor App, in such case, is also an iOS App (for the sole purpose of this discussion regarding Apple, hereinafter referred to as the "UrgiDoctor App/iOS App"). If this User Agreement is less restrictive concerning the UrgiDoctor App/iOS App or otherwise conflicts with the Apple App Store Terms of Service (the "App Store Terms of Service"), the App Store Terms of Service shall take precedence and control to the extent of any such conflict.
(c) Scope of License. The license granted to use the UrgiDoctor App/iOS App is limited to a non-transferable license to use said App on an Apple Device that You own or control and as permitted by the usage rules set forth in the App Store Terms of Service.
(d) Maintenance and Support. You acknowledge that Apple has no obligation whatsoever to provide any maintenance and support services with respect to the UrgiDoctor App/iOS App. If UrgiDoctor, in its sole and absolute discretion, decides to provide support and maintenance services for the UrgiDoctor App/iOS App, UrgiDoctor is solely responsible for providing such services.
(e) No Warranty. UrgiDoctor is not obligated to provide and expressly states that UrgiDoctor does not and shall not provide any warranty whatsoever with regard to the UrgiDoctor App/ iOS App. This disclaimer of a warranty is in addition toUrgiDoctor’s other disclaimers of warranties set forth elsewhere in this User Agreement.
(f) Product Claims. You acknowledge that UrgiDoctor, not Apple, is responsible for addressing Your or any third-party claims relating to the UrgiDoctor App/iOS App or use of thereof, including: (i) product liability claims; (ii) any claim that the UrgiDoctor App/iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) any claims arising under consumer protection or similar legislation. Note that, pursuant to the limitation of liability provision set forth in this User Agreement, this User Agreement will not limit UrgiDoctor’s liability beyond what is permitted by applicable laws.
(g) Intellectual Property Rights. You acknowledge that as between UrgiDoctor and Apple, in the event of any third-party claim that the UrgiDoctor App/iOS App or Your possession and use of the UrgiDoctor App/ iOS App in accordance with this User Agreement infringes any given third-party’s intellectual property rights, UrgiDoctor, not Apple, is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
(h) Legal Compliance. You represent and warrant that: (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. These representations and warranties made by You are in addition to any other representations and warranties made by You elsewhere in this User Agreement.
(i) Third-Party Beneficiary. You acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this User Agreement with respect to the UrgiDoctor App/iOS App and that, upon Your acceptance of this User Agreement, Apple has the right (and is deemed to have accepted the right) to enforce this User Agreement against You with respect to the UrgiDoctor App/ iOS App as a third-party beneficiary of this User Agreement.
(j) Questions or Complaints. Please address your questions, complaints, or claims with respect to the UrgiDoctor App/iOS App to UrgiDoctor at legal@urgidoctor.com.

 

17. "FEDERAL LAWS" (AND CERTAIN DEFINED TERMS THEREUNDER)

17.1 The UrgiDoctor Website and the App are compliant with (i) the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") codified at 45 CFR Part 160 and Subparts A and E of Part 164, with 45 CFR Parts 160, 162, and 164 setting forth the combined regulation text of all HIPAA Administrative Simplification Regulations and (ii) the Health Information Technology for Economic and Clinical Health Act, as amended ("HITECH") codified at 42 U.S.C. Chapter 156, Subchapter III, Parts A and B, Sections 17931-17953.
17.2 Personally, Identifiable Information ("PII"). The HIPAA and HITECH laws often refer to Personally Identifiable Information or "PII" and set forth rules regarding the protection of PII. PII is defined to mean information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. See 2 CFR Section 200.79, However, 2 CFR Section 200.79 notes that certain information which is accessible via public sources, such as telephone books, public Web sites, and university listings and such information is considered "… Public PII and includes, for example, first and last name, address, work telephone number, email address, home telephone number, and general educational credentials."
17.3 HIPAA and HITECH are federal laws carried out through federal regulations that specifically address (i) PII that concerns a patient’s health matters (e.g., diagnosis, treatment, payment) and (ii) protected health information ("PHI"), which is a type of PII. PHI means any health information that identifies a patient (so it is PII); but PHI also includes information stored and transmitted electronically by HIPAA-covered entities or a business associate of a HIPAA-covered entity.
17.4 Service Providers will have access to certain PII (including PHI) of Users who become or seek to become patients of that Service Provider. Essentially, HIPAA and HITECH require, subject to certain exceptions, covered entities and business associates (defined in one or both such laws) thereof to protect the privacy of each patient’s PHI. Service Providers would be Covered Entities under federal laws.
17.5 Note that, for ease of reference herein, this Agreement uses the terms protected health information or PHI when referring to such type of information, whether or not such information is stored or transmitted electronically. Also, note that references herein to PII include PHI.17.6 When the context of provisions in this Agreement concern HIPAA matters or where the Parties’ performances under this Agreement concern confidentiality and non- disclosure matters that are specific to any PII that concerns any User’s health matters, the following terms in this Agreement shall have the same meaning as those terms in the federal HIPAA Rules: "breach," "data aggregation," "designated record set," "disclosure," "health care operations," "individual," "minimum necessary," "notices of privacy practices," "protected health information," "required by law," "secretary," "security incident," "subcontractor," "unsecured protected health information," and "use."

 

18. THIRD PARTY LINKS

18.1 The UrgiDoctor Website and/or the UrgiDoctor App and/or the Services may provide links to one or more Service Provider, other internet sites, resources and/or sponsors of the Services (collectively, "Outside Resources"), which links are provided solely for informational purposes only and in no way constitute UrgiDoctor’s endorsement or approval of any link or Outside Sources or any information provided via any Outside Resource. UrgiDoctor makes no statements or warranties about the links or the Outside Resources, including, without limitation, any statements as to the content, accuracy, completeness, current status, or effectiveness of any of the Outside Resources.
18.2 It is Your sole responsibility to read all terms of use/service, privacy policies, and other information of any and all Outside Resources.
18.3 In order to identify one or more Outside Resources, the Services may make use of third party trademarks, logos, images, branding, or like materials (collectively, "Third Party Images"). Any Third-Party Images are the property of their respective owners and are used in connection with the Services in accordance with separate agreements between UrgiDoctor and the given third party.
18.4 UrgiDoctor makes no representations or warranties regarding the privacy practices or policies of third party links or websites, including whether the third party links or websites comply with state or federal privacy laws.

 

19. SERVICES NOT AVAILABLE IN ALL STATES

19.1 Services are available to You only in the United States of America ("USA") and are not accessible or available from outside the USA. In addition, Services are currently available only in certain Qualified States. Please see the UrgiDoctor website for a current list of Qualified States.
19.2 Various state laws and licensing regulations may limit where Service Providers may practice. You must ask a Service Provider to Disclose the States in which he/she/it is licensed to practice.

 

20. MISCELLANEOUS

20.1 Severability. If any provision of this User Agreement is held by a court of competent jurisdiction or an arbiter to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Furthermore, to the extent permitted by applicable laws and to the extent it is practical to do so, the invalid, void, or unenforceable provision(s) or language shall be deemed automatically modified so that such provision(s) or language is valid and enforceable.
20.2 Captions; Headings. The captions or headings provided in this User Agreement are for convenience only and shall not be deemed to be a part of this User Agreement.
20.3 Masculine/Feminine/Inanimate Pronouns. In this User Agreement, the use of masculine, feminine, or inanimate (e.g., "its") pronouns shall be deemed to be interchangeable and fungible terms, with one such term meaning the same as the other terms.
20.4 Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this User Agreement shall not be deemed a waiver of any further right under this User Agreement.

 

21. YOUR ACCEPTANCE

By clicking on the "I Accept" icon or similar icon at the end of this User Agreement, You acknowledge and agree that (i) You have read or had read to You in a language You understand this entire User Agreement verbatim, (ii) You understand this entire Agreement, (iii) You have had adequate opportunity to consult an attorney of Your choosing at Your sole expense with regard to this User Agreement or You have chosen not to consult an attorney about this User Agreement, and (iv) You voluntarily and knowingly agree to be bound by all the terms and conditions of this User Agreement, including, without limitation, the arbitration provisions.
If You use the Services on behalf of another Person, You attest that, if the Person is a minor, You are that Person’s parent or legal guardian and that, if the Person is an adult (over 18 years old), that You have the requisite legal authority to act on behalf of such Person.
If You do NOT agree to be bound by this User Agreement in its entirety, please do NOT click the "I Accept" icon or similar icon below and please do NOT use the Services.