Last Modified: March 3, 2022
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS, THE EXCLUSIVE USE OF A MANDATORY, FINAL AND BINDING ARBITRATION TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
YOU UNDERSTAND THAT THE SERVICE MAY PROVIDE YOU ACCESS TO EXCHANGE STORIES AND EXPERIENCES OF YOUR HEALTH, WELL-BEING AND/OR MEDICAL TREATMENT, AND THAT BY USING THE SERVICE ANY SUCH PROVIDED TREATMENT, MEDICAL OR PATIENT INFORMATION MAY BE ACCESSED AND VIEWED BY OTHERS. THESE TERMS ALSO LIMIT THE LIABILITY THAT WE HAVE TO YOU AND DISCLAIMS ANY AND ALL WARRANTIES AS TO THE SATISFACTION, OUTCOME OR RESULTS FROM YOUR USE OF THE SERVICE. WE DO NOT ENDORSE OR VERIFY ANY PRACTITIONERS, RESULTS, OR TREATMENTS THE SERVICE PROVIDES. THE SERVICE, RESULTS, OUR CONTENT AND MATERIALS ARE ALL PROVIDED TO YOU “AS IS,” WITHOUT ANY GUARANTEES. YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN USE OF THE SERVICE.
NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING INFORMATION PROVIDED BY OR THROUGH THE SERVICE, INCLUDING, ANY FEATURE, LINKS TO OTHER WEBSITES OR ANY ASSISTANCE WE MAY PROVIDE TO HELP YOU FIND AN APPROPRIATE TREATMENT PROVIDER.
You understand that these Terms establish a contract between you and Heal.Me. You must read and agree to these Terms before accessing or using the Service. If you are using the Service on behalf of a company or other legal entity, then "you" also means such company or legal entity and you agree to be bound by these Terms even if we have a separate agreement with you. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Heal.Me, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 (or under 16 in Europe) is strictly prohibited and in violation of these Terms. Except as set forth in these Terms, or as otherwise approved by us, the Services are for your personal, non-commercial use unless you enter into a separate agreement with us for your commercial use. The Service is not available to you if Heal.Me has previously removed, banned or terminated your Account (as defined below).
Heal.Me reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Heal.Me reserves the right to refuse any User access to the Services without notice for any reason, including but not limited to a violation of these Terms. If you violate these Terms, Heal.Me reserves the right to issue you a warning regarding the violation or immediately terminate or suspend any or all Accounts you have created using the Service. You agree that Heal.Me need not provide you notice before terminating or suspending your Account(s), but it may do so in its sole discretion.
Supplemental terms may apply to practitioners, treatment providers instructors, or studios who use the Services to list their services and/or to offer treatment (“Practitioners”), and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
Upon launching the Service, if you do not already have a registered account (“Account”), you will be prompted to create one by providing and verifying personal information (your “Account Information”). You may also be required to select a username, a password and a valid email address and other information to access or utilize certain applications or features. You are responsible for your log-in credentials and for any activity resulting from the use of your log-in credentials or other activity on your Account on the Platform. We reserve the right to reject any Account registration or to terminate your Account or prevent use of an Account in our sole discretion, and without any liability to you. You understand and agree that by providing your Account Information or creating an Account, you consent that all information and data associated with your Account (whenever provided), to be publicly displayed on your user profile. You understand and agree that your Account and profile will include personal information you provide, and that we may update your profile with information we extract from your Account Information or through your use of the Platform, and you permit us to share information with others.
You represent and warrant that the information you provide to us upon registration and at all other times will be true, accurate, current, and complete. You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials or otherwise on your Account. Heal.Me disclaims any liability for third party actions made under your Account. You agree to notify us immediately if you believe the confidentiality of your log-in credentials have been compromised or if you suspect unauthorized use of your Account. You agree that we will not be liable for any loss or damage arising from unauthorized use of your credentials.
By creating an Account, using the Services or providing information to us, you electronically agree to accept and receive communications from Practitioners, Heal.Me, Heal.Me affiliates, or third parties providing services to Heal.Me. You agree to accept and receive communications such as email, text, or mobile push notices, or notices and messages on the Platform, regarding security, privacy, and administrative issues relating to your use of the Service, and that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. For the purposes of these Terms, “affiliates” means any entity that directly or indirectly, controls, is controlled by, or is under common control of or with Heal.Me, now or in the future. “Control” for these purposes means having a majority of shares or the right and ability to direct management.
By choosing to submit ideas, suggestions, proposals and/or improvements to the Services or otherwise (in written or oral form) (collectively, “Feedback”) to Heal.Me, you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, (c) your Feedback does not contain the confidential or proprietary information of any third party or parties, and (d) that Heal.Me is entitled to use, disclose, reproduce, license and otherwise distribute, and exploit such Feedback as we see fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Heal.Me and its Users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your account or the Services. All rights in this section are granted without the need for additional compensation of any sort to you.
Subject to your compliance with these Terms, Heal.Me grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license under the intellectual property rights licensable by us to use and access the Service as permitted by the features of the Service. Heal.Me reserves all rights not expressly granted herein in the Service and the Heal.Me Content (as defined below). You agree not to (and not to attempt to) (i) use the Service for any use or purpose other than as expressly permitted by these Terms; (ii) reproduce, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, attempt to discover any source code, reverse engineer, decompile, disassemble, or otherwise exploit the Service or any portion of the Service, except as expressly permitted in these Terms; or (iii) use data mining, robots, spiders, or similar data gathering and extraction tools on the Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Heal.Me or our licensors, except for the permissions and rights expressly granted in these Terms.
RIGHTS TO YOUR CONTENT
Your Account Information, (including any and all medical or diagnostic information, and other data identified by or through your Account Information), and any other data, text, graphics, images, illustrations, logos, trademarks, service marks, copyrights, audio, videos, music, work of authorship or information, comments, opinions, postings, messages, files, e-mail, data or other materials (in whatever form) presented on your profile, or otherwise uploaded to the Service, or Communication Channels (defined below), by you is “Your Content.” You represent and warrant that Your Content is original to you and that you exclusively own the rights to such content, including the right to grant all of the rights and licenses in these Terms without Heal.Me or other Users, incurring any third-party obligations or liability arising out of its exercise of such rights and licenses. All of Your Content is your sole responsibility and Heal.Me is not responsible for any material that you upload, message, communicate, post, or otherwise make available. We do not claim ownership in Your Content that you submit, upload or authorize for its use on the Platform.
By uploading, presenting, distributing, transmitting or otherwise using Your Content with the Service, you hereby grant to us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid, and royalty-free license (with the right to sublicense through unlimited levels of sublicenses) to use, reproduce, copy, modify, publish, translate, perform, display, create derivative works of, adapt and distribute Your Content in any and all media (now known or later developed) throughout the world and display your name, images, likeness, voice, and any such other content that you post, link or otherwise make available through the Platform, throughout the world in any manner or media, on or off the Platform including for purposes of promoting the Platform or the Services. To the greatest extent permitted by applicable law, you hereby expressly waive any and all of your moral rights applicable to Heal.Me’s exercise of the foregoing license. You agree that this license includes the right for us to provide, promote, and improve the Platform and to make Your Content submitted to or through the Platform available to other Users, companies, organizations, or individuals for the syndication, broadcast, distribution, promotion, or publication of Your Content on other media and services, subject to our terms and conditions for such content use. No compensation will be paid with respect to Your Content that you post through the Platform. You should only submit Content to the Platform that you are comfortable sharing with others under the terms and conditions of these Terms.
Heal.Me does not guarantee the accuracy, quality, or integrity of Your Content or any other User’s content. By using the Service, you acknowledge and accept that you may be exposed to material you find offensive or objectionable. You agree that Heal.Me will not under any circumstances be liable for any of Your Content, including, but not limited to, errors in any of Your Content, or any loss or damage incurred by or to Your Content. Heal.Me reserves the right to remove and permanently delete Your Content from the Service with or without notice for any reason or no reason. You may notify Heal.Me of any User’s content that you believe violates these Terms, or other inappropriate User behavior, by emailing service@Heal.Me.
LINKS TO THIRD-PARTY WEBSITES
The Platform may contain links to third-party websites placed by us as a service to those interested in this information or posted by other Users. Your use of all such links to third-party websites is at your own risk. We do not monitor or have any control over, and make no claim or representation, regarding third-party websites. To the extent such links are provided by us, they are provided only as a convenience, and a link to a third-party website does not imply our endorsement, adoption, or sponsorship of, or affiliation with, such third-party website. When you leave the Platform, our terms and policies do not govern your use of third-party websites.
PAYMENTS OR FINANCIAL TRANSACTIONS
You understand and agree, unless otherwise agreed to, Heal.Me does not ant will not process any payments or transactions with you. All payments or financial transactions that you engage in will be conducted through applicable Practitioner’s platform who is providing the wellness services sought. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We do not provide refunds for any purchases that you might make on or through such Practitioner’s website or third-party payment provider. All information that you provide such third-party payment service providers in connection with a payment, purchase, or other monetary transaction interaction with or through a Practitioner’s platform must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the applicable Practitioner.
WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES AND WEBSITE IS AN ADMINISTRATIVE PLATFORM ONLY. WE DO NOT FACILITATE FINANCIAL TRANSACTIONS OR PAYMENTS BETWEEN PRACTITIONERS AND USERS. ANY TRANSACTION, PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE OUTSIDE OF THE SITE WILL BE ENTIRELY AT YOUR OWN RISK. WE DO NOT CONTROL OR ENDORSE PAYMENTS OUTSIDE OF PLATFORM. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, OUTSIDE OF OUR WEBSITE.
RULES OF CONDUCT AND USAGE
The Service provides a community-focused messaging and communication platform for Users to participate in public and private chat room forums, ("Communication Channels"), designed to enable you to communicate with other Service Users. Heal.Me has no obligation to monitor these communication channels but it may do so in connection with providing the Service. Heal.Me may also terminate or suspend your access to any Communication Channels at any time, without notice, for any reason. You acknowledge that any User content (including without limitation chats, postings, or materials posted by Users) on the Communication Channels is neither endorsed nor controlled by us. Heal.Me will not under any circumstances be liable for any activity within Communication Channels. Heal.Me is not responsible for information that you choose to share on the Communication Channels, or for the actions of other Users. As a condition of your use of the Service, and without limiting your other obligations under these Terms, you represent and warrant that you will use the Platform solely for lawful purposes in a manner consistent with these Terms and any and all applicable laws, regulations, or other legally enforceable obligations (including contractual obligations) you may have towards us and/or any third parties. You are solely responsible for any and all messages and content that is posted through your account on the Platform or Communication Channels. As an example, you agree not to use the Service or the Communication Channels in order to:
defame, libel, ridicule, mock, stalk, threaten, harass, intimidate or abuse any User;
impersonate another person or User, or use their email address or phone number, or account information
engage in conduct that is fraudulent or illegal or otherwise harmful to us, the Services or any other User;
upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs or engage in any other activity that may damage the operation of the Service or other Users' computers;
send messages in violation of the USA CAN-SPAM Act or any other applicable anti-spam law;
violate the contractual, personal, intellectual property or other rights of any party or User, including using, uploading, transmitting, distributing, or otherwise making available any information made available through the Service in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
obtain or attempt to obtain passwords or other private information from other Users;
improperly use support channels or complaint buttons to make false reports to us;
act in a manner that is harassing, trolling, threatening, abusive, racist, bigoted, or is otherwise objectionable (as determined by Heal.Me);
discriminate regarding access to communities that you create;
promote, endorse, or further illegal activities
develop, distribute, or publicly inform other members of "auto" software programs, "macro" software programs or other "cheat utility" software program or applications in violation of the applicable license agreements; or
exploit, distribute or publicly inform other members of any game error, miscue or bug which gives an unintended advantage; violate any applicable laws or regulations; or promote or encourage illegal activity including, but not limited to, hacking, cracking or distribution of counterfeit software, compromised accounts, or cheats or hacks for the Service.
These rules of use are not meant to be exhaustive, and we reserve the right to determine what conduct we consider to be a violation of the Terms, or improper use of the Service and to take action including termination of your Account and exclusion from further participation in the Service.
ENFORCEMENT BY HEAL.ME
While Heal.Me has no obligation to do so, Heal.Me reserves the right to review and delete any Content (or portion thereof) that we believe, in our sole discretion, violates these Terms or other applicable policies posted on the Platform (including our Community Guidelines), or that we deem, in our sole discretion, inappropriate. If you see any Content on the Platform that you believe violates our policies, you may report that Content by clicking on an applicable link adjacent to that Content (e.g. links titled: "Inappropriate" or "Flag" or symbols signaling the same) or by contacting us. Once notified, we will review the Content and consider whether to remove it (or a portion thereof). Please note: our interpretation of our policies and the decision whether or not to remove Content is within our sole discretion. You understand and agree that if we choose not to remove or edit Content that you find objectionable, that decision will not constitute a violation of these Terms or any agreement we have with you.
While we have no obligation to do so, we reserve the right to investigate and take appropriate action in our sole discretion against you if you violate these Terms, including without limitation: removing Content (or portions thereof) from the Platform; suspending some or all of your rights to use the Platform; terminating your membership and account; reporting you to law enforcement, regulatory authorities, or administrative bodies; and taking legal action against you.
While we have no obligation to do so, we reserve the right, to the fullest extent permitted by applicable law, to take appropriate action to protect the anonymity of our Users against the enforcement of subpoenas or other information requests that seek a User's electronic address or identifying information.
DISPUTES WITH OTHER USERS
You are solely responsible for your interaction with other Users of the Service and other parties that you come in contact with through the Service. Heal.Me hereby disclaims any and all liability to you or any third party relating to your use of the Service or interactions with other Users, or for any User’s action or inaction. Heal.Me reserves the right, but has no obligation, to monitor or manage disputes between you and other Users of the Service.
Copyright Complaints. Heal.Me respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Heal.Me of your infringement claim in accordance with the procedure set forth below. Heal.Me will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Heal.Me’s Copyright Agent at service@Heal.Me. (Subject line: “DMCA Takedown Request”). To be effective, the notification must be in writing and contain the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service; (d) your address, telephone number, and email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. If you submit a notice of infringement that knowingly materially misrepresents that any Content, information, or communication on the Services is infringing upon a copyright, you may be held liable for damages and attorneys’ fees.
FAIR CREDIT REPORTING ACT
It is strictly prohibited for anyone to use any of the data, Content, information, or any material of Users (in whatever form) on the Platform for any credit, employment, insurance and other evaluations. Fair Credit Reporting Act: Heal.Me AG is not a consumer reporting agency as defined in the Fair Credit Reporting Act (“FCRA”), and the information that you can access on the Service has not been collected in whole or in part for the purpose of furnishing consumer reports, as defined in the FCRA. YOU SHALL NOT USE THE SERVICE AS A FACTOR IN (1) ESTABLISHING AN INDIVIDUAL’S ELIGIBILITY FOR PERSONAL CREDIT OR INSURANCE OR ASSESSING RISKS ASSOCIATED WITH EXISTING CONSUMER CREDIT OBLIGATIONS, (2) EVALUATING AN INDIVIDUAL FOR EMPLOYMENT, PROMOTION, REASSIGNMENT OR RETENTION (INCLUDING BUT NOT LIMITED TO EMPLOYMENT OF HOUSEHOLD WORKERS SUCH AS BABYSITTERS, CLEANING PERSONNEL, NANNIES, CONTRACTORS, AND OTHER INDIVIDUALS), OR (3) ANY OTHER PERSONAL BUSINESS TRANSACTION WITH ANOTHER INDIVIDUAL (INCLUDING, BUT NOT LIMITED TO, LEASING AN APARTMENT).
If you believe that Your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in Your Content, you may send a written counter-notice containing the following information to the Copyright Agent: (a) your physical or electronic signature; (b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (d) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the State of Texas and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Heal.Me will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy. In accordance with the DMCA and other applicable law, Heal.Me has adopted a policy of terminating, in appropriate circumstances and at Heal.Me’s sole discretion, Users who are deemed to be repeat infringers. Heal.Me may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Unless otherwise indicated in writing by us, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, work of authorship or information advertisements, comments, opinions, postings, messages, files, e-mail, data or other materials you find on the Platform (the “Heal.Me Material”), and all Intellectual Property Rights related thereto, are the exclusive property of Heal.Me and its licensors (or other Users, as applicable). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Heal.Me Material. Use of the Heal.Me Material for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You understand that Content from other Users, advertisers, and other third parties may be made available to you through the Services. “Content” means any works of authorship or information, photos, logos, advertisements, comments, opinions, postings, messages, text, files, images, e-mail, data, audio, video, or other materials (collectively, “"Third-Party Content"), you find on the Platform. You acknowledge and agree that you shall not acquire any ownership rights whatsoever by downloading Third-Party Content. You agree that you shall not modify, copy, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, or sell in any form or by any means, in whole or in part, or otherwise exploit the Third-Party Content without express prior written permission. You acknowledge that you do not acquire any ownership rights by using the Service or by accessing any Third-Party Content posted on the Service by other Users, or any derivative works thereof. All rights not expressly granted by these Terms are reserved by Heal.Me, its Users and/or their licensors, and no license is granted hereunder by estoppel, implication or otherwise.
Because we do not control such Third-Party Content, you understand and agree that:
we are not responsible for, and do not endorse, any such Third-Party Content, including information about third-party products and services, provided by other Users, or the opinions of other Users;
we make no guarantees about the accuracy, currency, suitability, reliability or quality of the information in such Third-Party Content; and
we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Third-Party Content made available by Users, advertisers, or other third parties.
In accordance with Section 230 of the U.S. Communications Decency Act, and any equivalent or similar laws in other jurisdictions which are intended to exclude or limit the liability of online service providers who provide access to user-generated Third-Party Content, we generally cannot be held liable for claims arising from the Third-Party Content provided by third parties on the Platform.
You represent, warrant and covenant that you are not:
located in, or a resident or a national of, any country subject to a U.S. government embargo, sanctions, or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country;
on any of the U.S. government lists of restricted end Users; or
the subject of sanctions consistent with U.S. law imposed by the government of the country where you are using the Platform.
You may terminate your Account at any time and for any reason by deleting your account through the User Settings page in the application. Heal.Me may terminate your Account and your access to the Service (or, at Heal.Me's sole option, applicable portions of the Service) at any time and for any reason. Heal.Me is not required to provide you with any notice or warning prior to any such termination. You may, as the result of termination, lose your Account and all information and data associated therewith, including without limitation your Virtual Currency and Virtual Goods, as applicable, and Heal.Me is under no obligation to compensate you for any such loss.
DISCLAIMERS; NO WARRANTY
DISCLAIMER OF MEDICAL LIABILITY
THE SERVICES ARE OFFERED FOR INFORMATIONAL, EDUCATIONAL AND SCHEDULING PURPOSES ONLY, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. WE DO NOT PROVIDE THERAPY, MEDICAL ADVICE, OR MEDICAL OR DIAGNOSTIC SERVICES. WE SOLELY OFFER AN ONLINE PLATFORM FOR PRACTITIONERS AND USERS TO CONNECT ONLINE AND FOR USERS TO OBTAIN INFORMATION TREATMENTS AND MEDICAL CONDITIONS. HEAL.ME DOES NOT EMPLOY, AND IS NOT RESPONSIBLE FOR THE PRACTITIONERS. WE SHALL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROTOCONE OR USER. HEAL.ME’S RESPONSIBILITIES ARE LIMITED TO PROVIDING THE PLATFORM AND THE SERVICES.
PRACTITIONERS AND USERS ARE SOLELY RESPONSIBLE FOR THEIR INTERACTIONS WITH EACH OTHER AND ANY AND ALL CLAIMS, INJURIES, ILLNESSES, DAMAGES, LIABILITIES AND COSTS (“CLAIMS”) SUFFERED BY YOU AS A RESULT OF YOUR INTERACTION WITH OR VISIT TO ANY SUCH PRACTITIONER. YOU AGREE NOT TO IMPOSE OR ATTEMPT TO IMPOSE LIABILITY ON OR SEEK ANY LEGAL REMEDY FROM HEAL.ME WITH RESPECT TO ANY AND ALL SUCH CLAIMS. HEAL.ME CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY PROFILE. HEAL.ME IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL PRACTITIONERS SERVICES OBTAINED THROUGH THE PLATFORM AND/OR THE SERVICES. ACCORDINGLY, ANY PRACTITIONERS SERVICES OBTAINED BY A USER OR PROVIDED BY A PRACTITIONERS THROUGH THE PLATFORM WILL BE MADE AT SUCH USER’S OWN RISK. NOTHING STATED, POSTED, OR AVAILABLE THROUGH THE SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE.
The Services are not intended for diagnosis, including information regarding which drugs or treatment may be appropriate for you, and you should disregard any such drug treatment advice if delivered through the Platform. You are advised to exercise a high level of care and caution using the Platform.
You agree, confirm and acknowledge that you are aware that the Services do not substitute for a face-to-face session by a licensed qualified professional. You should never rely on or make health or well-being decisions purely based on this Platform. You should never disregard, avoid, or delay in obtaining medical advice from your doctor or other qualified healthcare professional because of information or advice you receive through the Platform.
Any information presented on the website or Platform by Practitioners, advertisers, and other Users is presented for your information and may not be appropriate for any particular individual or prediction of effectiveness, outcome or success. If you rely on any information on the Platform, you do so solely at your own risk.
Even though we take steps to verify the information provided to us by Practitioners, we cannot guarantee the authenticity of such information, including medical degrees, licenses, certification, credentials, or background. We do not recommend or endorse any Practitioners, nor do we make any representation or warranty with respect to any such information or the quality of the services they may provide.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HEAL.ME OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, HEAL.ME, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT ANY CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE, PLATFORM, CONTENT, AND ANY HEAL.ME MATERIAL IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICE.
FURTHER, HEAL.ME DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE, OR CONTENT, INCLUDING ANY MATERIAL OR CONTENT, ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND HEAL.ME WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS.
HEAL.ME WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE, PLATFORM, HEAL.ME MATERIAL, THIRD-PARTY CONTENT YOUR ACCOUNT OR YOUR INFORMATION.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEAL.ME, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. UNDER NO CIRCUMSTANCES WILL HEAL.ME BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEAL.ME ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER INFORMATION OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF HEAL.ME ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, HEAL.ME MATERIAL, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICE EXCEED $100. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HEAL.ME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You agree to indemnify and hold Heal.Me, its affiliates and subsidiaries and their respective officers, directors, board members, board advisors, employees, partners, agents successors and assigns, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with (i) your use of and access to the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right or any third party agreement; or (iv) any of Your Content or information in your Account or any other information you post or share on or through the Service. As used in this section, "you" shall include anyone accessing the Service using your Account or acting under your profile.
GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER
GOVERNING LAW. This Agreement, your access to and use of the Service and the content contained therein shall be governed by and construed and enforced in accordance with the laws of the State of Texas (without regard to conflict of law rules or principles of the State of Texas, or any other jurisdiction) that would cause the application of the laws of any other jurisdiction that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts located in the State of Texas.
DISPUTE RESOLUTION; ARBITRATION. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HEAL.ME. This section (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and Heal.Me that arises out of or relates to, directly or indirectly: (a) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Service, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Heal.Me, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.
You can reject and opt-out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing Heal.Me at service@Heal.Me with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.
For any Claim, you agree to first contact us at service@Heal.Me and attempt to resolve the dispute with us informally. In the unlikely event that Heal.Me has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live or California, unless you and Heal.Me agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and Heal.Me agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement, any provision of this Agreement, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
Nothing in this Section shall be deemed as: preventing Heal.Me from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND HEAL.ME AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER HEAL.ME USERS. YOU AND HEAL.ME FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND HEAL.ME ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
Injunctive and Other Equitable Relief. You acknowledge that the rights granted and obligations made to Heal.Me under these Terms are of a unique and irreplaceable nature, the loss of which may result in immediate and irreparable harm to Heal.Me for which remedies at law are inadequate. Heal.Me shall therefore be entitled to seek injunctive or other equitable relief (without the obligation to post any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief.
Entire Agreement. These Terms constitute the entire agreement between you and Heal.Me with respect to your use of the Service and any other subject matter hereof and cannot be changed or modified by you except as expressly posted on the Service by Heal.Me. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software.
Waiver. The failure of Heal.Me to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision, and no waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
Course of Conduct/Trade Practice. Neither the course of conduct between the parties nor trade practice will act to modify these Terms.
Assignment. These Terms may not be assigned by you without Heal.Me's prior written consent, but are freely assignable by Heal.Me. Subject to the foregoing restriction, these Terms will be binding on, inure to, and enforceable against the parties and their respective successors and assigns.
Documentation of Compliance. Upon Heal.Me's request, you will furnish Heal.Me with any documentation, substantiation or releases necessary to verify your compliance with these Terms.
International Use; Export Controls. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Interpretation. You agree that these Terms will not be construed against Heal.Me by virtue of having drafted them.
Defenses Based on Electronic Form of These Terms. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
Survival. You agree that the provisions of these Terms that by their nature should survive termination will survive any termination of these Terms.
Contact. If you have any questions about these Terms, please contact us at service@Heal.Me.
As used in this Agreement, “Office” shall mean the entity on behalf of which Practitioner has engaged Heal.Me to provide the Services, and shall include the totality of all facilities, assistants, and other such wellness providers, and staff members (each a “Office Member”) located in the same office or affiliate offices, provided such affiliates are part of a single affiliated covered entity, for whom an account is created on the Heal.Me Site by Practitioner or who otherwise use the Services and/or the Heal.Me Site for the purpose set forth in this Agreement. In those instances in which the Office does not have a separate corporate parent entering into this Agreement on the Office’s behalf as Practitioner, references to Practitioner herein shall also be construed to mean Office and references to Office herein shall be construed to mean Practitioner. This Agreement hereby incorporates by reference any Practitioner account page and/or Sign Up Page accessible by Practitioner through the Services or other order form or agreement entered into by the parties (collectively, the “Practitioner Account Page”) and any addenda entered into by the parties, as if the terms of such Practitioner Account Page or addenda, as applicable, were stated herein.
BY ACCESSING, SIGNING, OR PROVIDING CREDIT CARD INFORMATION ON A PRACTITIONER ACCOUNT PAGE THAT REFERENCES THIS AGREEMENT OR OTHERWISE AGREEING TO THESE TERMS, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ENTER INTO AND BIND PRACTITIONER AND THE OFFICE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND ACKNOWLEDGE AND AGREE THAT ALL SUCH USE BY PRACTITIONER OR THE OFFICE IS SUBJECT TO SUCH TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS OR YOU ARE NOT AUTHORIZED TO BIND PRACTITIONER OR THE OFFICE, THEN DO NOT ACCESS, SIGN, OR PROVIDE CREDIT CARD INFORMATION ON THE PRACTITIONER ACCOUNT PAGE AND YOU THE PRACTITIONER AND THE OFFICE ARE NOT LICENSED OR PERMITTED TO USE THE SERVICES AND/OR THE HEAL.ME SITE. ALL OTHER USES OF THE SERVICES AND/OR THE HEAL.ME SITE ARE STRICTLY PROHIBITED.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT IN SECTION 16.f, BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU, OFFICE AND HEAL.ME WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Services. Subject to the terms and conditions of this Agreement and payment of the fees set forth in Section 6 and any Practitioner Account Page or addendum to this Agreement (if applicable), Heal.Me may provide a variety of services via the Heal.Me Site and Partner Sites (“Services”), which may include, but are not limited to: (i) hosting Office and Office Member profile web pages, and marketing Office Members and their services on the Heal.Me Site (collectively, the “Marketing Services”); (ii) wellness appointment scheduling services, integration to Practitioner’s practice management system, and appointment reminders for Customers (defined below in Section 5) (collectively, the “Scheduling Technology Services”); (iii) account relations services; (iv) billing, collection and payment services (collectively, the “Payment Services”), and (v) photography shoots of the Practitioner Office. Nothing herein is intended nor shall be construed as creating an exclusive arrangement between you and Heal.Me. This Agreement will not restrict (a) you from advertising in other publications or media or (b) Heal.Me from selling Ad Space to any third parties.
Practitioner Access. During the Term, and subject to the terms and conditions of this Agreement, Heal.Me grants Practitioner the right to access and use the Services and/or the Heal.Me Site and to permit its Office Members, agents and subcontractors the right to access and use the Services and/or the Heal.Me Site solely on Practitioner’s behalf; provided, however, that Practitioner shall be responsible for any use of the Services and/or the Heal.Me Site by such Office Members, agents and subcontractors. During the Term and subject to the terms and conditions of this Agreement, Practitioner grants Heal.Me the right to access and use Practitioner’s practice management system and calendar system (“Practitioner’s Systems”), and to copy, extract and use all data necessary to provide the Services. Practitioner acknowledges and agrees that Heal.Me shall not be subject to any terms not set forth herein with respect to Practitioner’s Systems, including, but not limited to, any click-through agreements Heal.Me may be required to accept in connection with its use thereof. Practitioner will furnish to Heal.Me such cooperation, technical assistance, resources, and support as reasonably necessary or appropriate for Heal.Me to implement and perform the Services.
Accounts. Each Office Member shall create and maintain throughout the Term accounts and passwords (“Accounts”) to use the Services and/or the Heal.Me Site, including uploading, reviewing, and updating Practitioner Information via the Heal.Me Site. Account information shall be held in strict confidence by Practitioner and Office Members and Practitioner will be solely responsible for any disclosures of its Account information or use thereof by any unauthorized party. Practitioner shall immediately notify Heal.Me at service@Heal.Me: (i) following any unauthorized use, access or other compromise of an Account (including any password); and (ii) when a Office Member leaves, is no longer employed or otherwise ceases to be part of any Office. Heal.Me reserves the right to disable any Account upon its reasonable belief that the security with respect to that Account has been or likely will be compromised.
Practitioner Sourced Reviews. If applicable, Heal.Me may also display through the Services certain reviews of Office Members submitted by Non-Heal.Me end users or Customers (defined below in Section 5) directly to Practitioner or an agent of Practitioner (“Practitioner Sourced Reviews”). The parties agree and acknowledge that Practitioner Sourced Reviews may not conform to the standard form of reviews Heal.Me customarily obtains from Customers, and accordingly, the parties agree to work in good faith to conform Practitioner Sourced Reviews to Heal.Me’s standard form for publication through the Services. Practitioner agrees and acknowledges that Heal.Me may, in its sole discretion, remove from display through the Services any Practitioner Sourced Review to the extent it violates Heal.Me’s then-current policies or is in violation of applicable laws.
Customer Information. Customer Information is information that Customers provide directly to Heal.Me so that Heal.Me can provide services to Customers, and does not, will not and may not, include information processed by, obtained from or on behalf of Practitioner, the Office or any Office Member. Customer Information includes, without limitation, information that Customers provide directly to Heal.Me regarding: (i) creating an account, (ii) searching wellness providers, (iii) completing questionnaires, (iv) leaving reviews of Office Members, or (v) utilizing Embedded Modules (defined below). Practitioner acknowledges and agrees that Customer Information does not, will not and may not include protected health information.
Content. Heal.Me shall develop, compile, modify or otherwise maintain all content on the Heal.Me Site or as part of the Services, including, without limitation, any Office Member or Office photographs, and any content provided by Practitioner or any Customers. Practitioner acknowledges and agrees that Heal.Me may: (i) make content from the Heal.Me Site, including Practitioner Information, available on Partner Sites and through marketing initiatives; and (ii) use Office Member’s name and/or obtain certain insurance information including, without limitation, coverage and benefit information. Practitioner shall obtain any necessary permission or consent from each Office and Office Member as may be required to share the Practitioner Information with Heal.Me and for Heal.Me to further use and disclose such information as described herein.
Acceptance. You may choose to review, download or otherwise utilize certain software applications or other code and functionality from the Heal.Me Site or otherwise provided by Heal.Me (“Software”). As a condition to using the Software, you must review and agree to the terms of this Section 2 and certain other terms and conditions that may apply (collectively, the “Software Terms”). You are not required to agree to the Software Terms. However, if you reject the Software Terms, you do not have any right to use the Software. If you use the Software, you will be deemed to have accepted the Software Terms. The term “Software” includes Embedded Modules, as defined below.
“Embedded Module” means html and other code and functionality provided by Heal.Me that is displayed on a Practitioner Website (defined below) and that allows End Practitioners to access and view Heal.Me Content on the Practitioner Website. Embedded Modules include, without limitation, the “Book Online Button,” “white labels,” and other widgets and functionality that Heal.Me may provide for use on a Practitioner Website from time to time.
“End Practitioner” means a visitor to the Practitioner Website.
“Practitioner Website” means the Practitioner URL(s), domain(s) or other web properties accessing or hosting an Embedded Module.
“Heal.Me Content” means all data, information and content provided or otherwise made available by or on behalf of Heal.Me through or in connection with the Services and the Heal.Me Site. Heal.Me Content includes the Heal.Me Marks, links and search functionality leading to the Heal.Me Site, and advertising for Heal.Me or for third party products. In addition, Heal.Me Content includes any and all data and html and other code that accompanies the Embedded Module, and any upgrades, enhancements or modifications to such code.
“Heal.Me Marks” means the Heal.Me name and any trade name, trademark, service mark, or logo of Heal.Me.
Software. Subject to the terms and conditions of this Agreement and during the Term hereof, Heal.Me hereby grants Practitioner a limited, non-exclusive, non-sublicensable, non-transferable and revocable right to use the Software for its internal business purposes and solely in connection with the relevant Services. Heal.Me reserves all rights to the Software not expressly granted hereunder.
Embedded Modules. Subject to the terms and conditions of this Agreement and during the Term hereof, Heal.Me hereby grants to Practitioner a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to (i) embed the html and other code provided by Heal.Me hereunder on the Practitioner Website in order to display the Embedded Modules on the Practitioner Website; and (ii) use the Embedded Modules on the Practitioner Website solely for the intended purposes to access and display certain Heal.Me Content made available by Heal.Me via the Embedded Modules to End Practitioners. Upon Heal.Me’s request, Practitioner agrees to immediately remove any Embedded Modules from the Practitioner Website. Except as expressly described herein, Practitioner is not licensed to use the Embedded Modules for any other purpose and nothing in this Agreement shall be deemed to grant Practitioner any other right, title or interest in the Embedded Modules.
Heal.Me Marks. Subject to the terms and conditions of this Agreement, Practitioner may display Heal.Me Marks on the Practitioner Website in connection with the presentation of the Embedded Module and Heal.Me Content; provided that all goodwill related to such name and logo and all uses thereof and any accrued goodwill shall inure solely to the benefit of Heal.Me. If Heal.Me determines in its sole discretion that any use of Heal.Me Marks may be detrimental to Heal.Me or its business or otherwise objectionable (in Heal.Me’s sole discretion), then Practitioner will promptly cease such use or modify its use to be consistent with Heal.Me’s reasonable requests. Upon any termination of this Agreement, Practitioner will immediately cease all use of Heal.Me Marks, and any other similar mark, name or logo.
Proprietary Rights and Restrictions.
Feedback. Practitioner may choose to provide Heal.Me with comments concerning the Services or the Heal.Me Site and Practitioner’s use thereof, which may include bug reports, evaluations, proposed product integrations (and associated metrics and learnings) (collectively, “Feedback”). Practitioner hereby assigns to Heal.Me all rights, title, and interest to the Feedback, for any and all commercial and non-commercial purposes, with no obligation of any kind to Practitioner.
Restrictions. Except as expressly authorized under this Agreement, Practitioner may not (i) copy, rent, lease, sell, lease, license, transfer, assign, sublicense, redistribute, disassemble, aggregate, index, reverse engineer or decompile, derive source code or algorithms from, modify or alter, interfere with, defeat, avoid, disrupt, bypass, remove, disrupt or disable any part of the Heal.Me Site; (ii) circumvent or attempt to circumvent any restrictions on, access to, or use of the Heal.Me Site, or any of their constituent components; (iii) introduce any virus, worm, trap door, back door, timer, time bomb, authorization codes, or other device that would access, modify, interfere or disrupt the use of the Heal.Me Site; (iv) use the Heal.Me Site for any unlawful purpose, including to phish, spam, or distribute malware; (v) otherwise use the Heal.Me Site on behalf of any third party or on any websites other than the Practitioner Website, or to create or maintain a separate online scheduling platform, or other similar product or service; (vi) resell, disclose, publish or distribute the Heal.Me Site, including any information created, received, processed or provided through the Services or the Heal.Me Site; (vii) use the Heal.Me Site in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of publicity; (viii) cache or store any content obtained via use of the Heal.Me Site; or (ix) remove or alter any branding, identifying, or notices included with the Software (including, but not limited to, “Powered by Heal.Me” or other Heal.Me Marks).
Placement. Heal.Me prohibits the placement of the Software or Heal.Me Content on Practitioner Websites that include content that is offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, or otherwise inappropriate, as determined by Heal.Me in its sole discretion. Practitioner may not display the Embedded Modules or Heal.Me Content in a manner that does not permit successful linking or redirection to the Heal.Me Website or delivery of the applicable Services to the End Practitioner. Partner may not insert any intermediate page, splash page or other content between the Embedded Modules and the Heal.Me Website.
Telecommunication Enabling Services.
Telecommunication Encounters. Subject to the terms and conditions of this Agreement, Heal.Me may provide services that will enable Customers to access wellness encounters with Office Members via telecommunication technology (“Telecommunication Encounters”), which may be conducted through either (i) the Office’s existing telecommunication capabilities, or (ii) an interactive, two-way audio visual communications system that Heal.Me will facilitate through its Software.
Telecommunication Marketing and Scheduling and Telecommunication Facilitation Services. Heal.Me’s services shall be limited to Marketing and Scheduling Services for Telecommunication Encounters (“Telecommunication Marketing and Scheduling Services”), and under no circumstances shall Heal.Me be deemed to be the provider of Telecommunication Encounters. Heal.Me’s services may also include the technological facilitation of Telecommunication Encounters between Office Members and Customers via an interactive, two-way audiovisual communications system (the “Telecommunication Facilitation Services”). The Telecommunication Marketing and Scheduling Services, and if applicable, the Telecommunication Facilitation Services, are included in the definition of “Services” hereunder.
Telecommunication Facilitation Software. Heal.Me may, in its sole discretion, choose to provide Telecommunication Facilitation Services using its own telemedicine technology or by partnering with a third-party technology provider. In either case, the Telecommunication Facilitation Services are included in the definition of “Software” under the Agreement, and are, accordingly, subject to the same terms and conditions that apply to other Software hereunder.
Telecommunication Representations and Warranties.
Practitioner represents, warrants, and covenants that, at all times during the Term:
Each Office Member who engages in Telecommunication Encounters possesses all valid, unexpired, unrevoked and unrestricted licenses, authorizations, and certifications (collectively, the “Licenses”) as may be required to engage in Telecommunication Encounters. Such Licenses include, but are not limited to (i) a license to practice medicine in the jurisdiction where the Customer is located, unless the Office Member qualifies for an applicable exemption, and (ii) any Licenses that are required for Telecommunication Encounters within a certain sub-specialty of medicine;
Telecommunication Encounters will be provided by Office Members in a manner that complies with all applicable state and federal laws and regulations, including, but not limited to, those that relate to (i) Office Members’ scope of practice, (ii) remote prescribing, (iii) permitted modalities of telemedicine, (iii) privacy and security, and (iv) coding, billing and collection activities;
Offices shall obtain informed consent from Customers prior to engaging in Telecommunication Encounters, and such informed consent will comply with all applicable laws and regulations that may apply to wellness services delivered via telemedicine; and
Practitioner shall be responsible for establishing policies and procedures that shall be operationalized in the event that a Customer requires emergency wellness services during a Telecommunication Encounter.
Practitioner Information. Practitioner will cooperate with Heal.Me or its agents to verify the information specified in Section 8.b, Practitioner Information, and any other information that Heal.Me in its sole discretion deems necessary to confirm Office Members’ professional qualifications. Practitioner will promptly update and notify Heal.Me, in accordance with Section 8.b, of any change in Practitioner Information, including Office Member licensure status and any applicable disciplinary action involving the Office Member. Practitioner is solely responsible for any liability or expense resulting from outdated or inaccurate Practitioner Information. Practitioner agrees that Heal.Me may, in its sole discretion, modify the processes and criteria it uses to evaluate Office Members’ qualifications, including with respect to any specialty listing, and may reject a Office Member from being included in the Services for failure to meet Heal.Me’s eligibility standards, in Heal.Me’s sole discretion.
Acceptance of Customers. Practitioner’s acceptance of an appointment scheduling request from Heal.Me for a Customer constitutes, for the purposes of this Agreement, Practitioner’s acceptance of such Customer as a client. Practitioner is fully and solely responsible for all services rendered to Customer, and for collecting payment from Customer for all services rendered. Heal.Me will have no responsibility for collection (subject to Heal.Me’s obligations for Payment Services, as applicable) or any liability whatsoever for fees for services due to Practitioner that are unpaid by Customer.
Incorrect Practitioner Information. Practitioner agrees that any Customer who makes an appointment with Practitioner based on out-of-date or incorrect Practitioner Information shall not be charged for any fees disputed or not otherwise covered by the Customer’s insurance provider as a result of Practitioner’s failure to provide accurate Practitioner Information.
Scheduling Requests. Practitioner will respond to Customer scheduling requests within a reasonable amount of time, but in no event more than twenty-four (24) hours after receipt of Heal.Me’s request for an appointment on behalf of a Customer. Practitioner acknowledges and agrees that repeated rescheduling or cancelling of Customer appointments may result in Practitioner or the relevant Office Member(s) being removed from, or otherwise affected in the order of display of, appointment listings available to Customers, in Heal.Me’s sole discretion.
Contact. Practitioner agrees that Heal.Me may contact any Office Member regarding the Services, the Software, and/or the Heal.Me Site. If Practitioner has opted out of receiving any email or facsimile communications from Heal.Me then, as a condition of receiving the Services hereunder, Practitioner expressly opts back in to receiving such email and facsimile communications and hereby withdraws its opt out.
Non-Heal.Me Clients. Practitioner may elect to use certain specific Services for clients who are not Heal.Me end users, such booking appointments for, or having appointment reminders sent to, such clients. Practitioner shall be responsible for obtaining any required consents, permissions or authorizations from such clients for the use and provision of such Services, including disclosure to and use by Heal.Me of the information (which for the avoidance of doubt shall not include protected health information) of any such clients consistent with the terms of this Agreement and applicable law. Heal.Me may send information, including but not limited to information regarding Heal.Me, the Services and/or certain resources, to such clients.
Fees and Payments.
Services Fees. In consideration of the Services provided hereunder, Practitioner shall pay Heal.Me any initial set up or recurring fees specified on Practitioner’s account page on the Heal.Me Site (“Practitioner Account Page”) or elsewhere in the applicable Practitioner Account Page. Prices shown on the Practitioner Account Page do not include any taxes that may apply. Practitioner agrees to pay any sales and other taxes that may apply (excluding taxes based on Heal.Me’s income) unless Practitioner provides Heal.Me with a valid signed tax exemption certificate applicable to the Services and the Offices. Heal.Me may invoice Practitioner for the first payment in advance at the time of sign up, in advance for each subsequent license period, or as otherwise specified in the Practitioner Account Page, as applicable. All invoices provided by Heal.Me hereunder are due immediately, and Heal.Me may charge Practitioner’s credit card, bank account, or other form of payment, on a recurring basis, in advance of the period of service, or in arrears, as applicable. Practitioner agrees to these recurring charges.
Other Fees. In addition to those fees set forth in Section 6.a, Practitioner shall pay Heal.Me the fees set forth in any addendum or Practitioner Account Page entered into by the parties.
Termination. Upon termination of this Agreement for any reason, Practitioner shall pay to Heal.Me all fees due or accrued under this Agreement and any addendum or Practitioner Account Page entered into by the parties as of the date of such termination. Notwithstanding anything to the contrary in this Agreement or in any addendum, Heal.Me shall not refund to Practitioner any fees paid prior to expiration or termination of this Agreement.
Participation; Services. Heal.Me will not exclude as a participant in the Services any individual or entity who meets the qualifications for participation as set forth herein. The parties agree that any Practitioner payments for the applicable Marketing and Scheduling Technology Services are (i) consistent with fair market value in an arm’s length transaction, (ii) not based on the value or volume of any items or services provided by Practitioner to Customers, and (iii) do not constitute splitting of any professional fees paid to Practitioner. The Services impose no requirements on the manner in which Practitioner provides services to Customers, except that Practitioner agrees not to charge any Customers different rates based upon, nor to charge Customers a fee for, such Customers booking through the Heal.Me Site or otherwise using Heal.Me services.
Limitation of Liability for Use.
Disclaimer. The parties acknowledge and agree that Heal.Me is not responsible for: (i) the accuracy, reliability, timeliness, or completeness of Practitioner Information, Benefit Information (defined below), Customer Information, other data provided by Customers, or any other data or information provided or received through the Services and/or the Heal.Me Site; (ii) any results that may be obtained from the use of the Services and/or the Heal.Me Site; (iii) the provision of Practitioner’s services as a result of Practitioner’s reliance on any Customer Information or other data provided through the Services and/or the Heal.Me Site; (iv) the cancelling or rescheduling of any appointment booked through the Services and/or the Heal.Me Site; (v) use of the Software after the Term; or (vi) losses or injury arising from Practitioner’s failure to implement and maintain the safeguards set forth in Section 8.a.ii, or arising from a security incident not caused by Heal.Me.
Health Care. Practitioner acknowledges and agrees that Heal.Me is not a health care provider, licensed or otherwise. Heal.Me cannot and will not assume responsibility for the direct care of any Practitioner’s customers or clients, which shall at all times remain the responsibility of Practitioner, Office(s) and Office Members. Heal.Me will not be responsible for the assignment of staff to treat Customers, other clients, or any other activity that involves the provision of wellness services.
Benefit Information. Practitioner may receive certain insurance-related information (including without limitation coverage and benefit information) of Customers (“Benefit Information”) through the Services. Practitioner’s receipt of Benefit Information is subject to the terms and conditions in this Section 7.c. Practitioner agrees and acknowledges that: (i) Practitioner is aware that the Benefit Information is obtained via a clearing house and/or from the applicable insurance provider or Customer; (ii) Heal.Me cannot confirm the accuracy of the data it receives from such clearing house and/or insurance provider or Customer; (iii) HEAL.ME MAKES NO GUARANTEES AND DISCLAIMS ALL WARRANTIES THAT SUCH BENEFIT INFORMATION IS ACCURATE, TIMELY, COMPLETE OR ERROR-FREE; and (iv) Practitioner is ultimately responsible for verifying all Benefit Information with the applicable insurance carrier and Customer.
Representations, Warranties and Covenants of Practitioner.
Confidentiality. Practitioner represents, warrants and covenants that: (i) it will maintain the confidentiality of Customer Information and shall only use Customer Information or the information of other clients as permitted in this Agreement and consistent with state and federal laws, including applicable privacy and data security laws; and (ii) it will implement and maintain reasonable and appropriate administrative, organizational, physical, and technical safeguards to protect the confidentiality, integrity and availability of Customer Information, Account information, and Heal.Me Confidential Information, and to prevent such information from improper use and disclosure.
Office Member Information. Practitioner represents, warrants and covenants that at all times during the Term: (i) Practitioner will provide Heal.Me with complete and accurate information about Office Members’ specialties (in accordance with and subject to Heal.Me’s then-current guidelines on specialty listings), practice affiliations, association memberships, board certifications, insurance participation, and contact information (including Office Members’ professional address and phone and fax numbers); (ii) Practitioner will provide Heal.Me accurate and up-to-date information regarding each Office Member’s appointment availability; (iii) each Office Member possesses valid, unexpired, unrevoked and unrestricted licenses, authorizations and certifications: (A) for all jurisdictions in which he or she practices (free of any disciplinary actions by state medical boards or other applicable regulatory bodies), (B) necessary to provide all services or treatment provided by Practitioner or a Office Member to a Customer resulting from Practitioner’s or a Office Member’s use of the Services and/or the Heal.Me Site (and Practitioner shall confirm the same to Heal.Me on at least an annual basis), and (C) necessary for Heal.Me to display Practitioner’s and Office Members’ specialties; (iv) each Office Member has entered into a valid and unexpired collaborative practice or other agreements to the extent required for such Office Member to practice at the applicable Offices (including such agreements to the extent the same is a condition of such Office Member’s license); (v) each Office Member is a member in good standing in any occupation in which he or she practices with appropriate clinical privileges (if applicable), and is employed by or affiliated with Practitioner; (vi) each Office Member possesses valid and unrestricted state and federal narcotic and controlled substances registrations, as applicable; (vii) Practitioner will obtain and maintain, and ensure that each Office Member obtains and maintains, professional liability insurance coverage and other insurance of the types and in the amounts that are at a minimum consistent with industry standards and applicable law, with respect to each Office Member’s practice; (vii) each Office Member provide all clients presenting themselves for wellness services without regard to such clients’ race, religion, gender, sexual orientation, disability, payer source or other unlawful considerations; (ix) the wellness provider primarily providing services for an appointment shall be the Office Member with whom such appointment is booked; (x) Practitioner will use, and ensure that each Office Member uses, the Services and the Heal.Me Site in compliance with all applicable laws and regulations; (xi) Practitioner has the right to enter into and subject the Office and each Office Member to the terms and conditions of this Agreement; (xii) Practitioner has obtained from each Office Member all right, title and interest necessary for Heal.Me to provide the Services to Practitioner on behalf of such Office Member; and (xii) each Office Member shall comply with the then-current Heal.Me Community Standards available at https://www.Heal.Me.com/about/communitystandards/ or any successor location (“Community Standards”). Practitioner represents, warrants and covenants that it will notify Heal.Me within five (5) days of any additional information applicable to Practitioner’s or a Office Member’s practice, any changes with respect to any information provided to Heal.Me, or if at any point Practitioner or a Office Member is no longer in compliance with any of the warranties, representations, or covenants in this Section 8.b, except that: (A) Practitioner will have fifteen (15) days to notify Heal.Me with respect to any additional information applicable to Practitioner’s or a Office Member’s practice or changes of the information provided by Practitioner pursuant to Section 8.b.i, and (B) Practitioner will notify Heal.Me within a reasonable amount of time, but in no event more than one (1) hour after any changes with respect to the information provided by Practitioner pursuant to Section 8.b.ii. Practitioner shall be liable for any failure by Office Members to meet the foregoing requirements of this Section 8.b.
Competition. Practitioner acknowledges, represents, warrants and covenants that it will not, and will ensure that each Office Member will not engage or participate in any act or omission involving the use of the Services: (i) to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of (A) the prices charged for any product or service; (B) the kinds, frequencies or amounts of any product or service offered; or (C) the customer or customer categories for any product or service; or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; or (ii) to engage in any anti-competitive, deceptive or unfair act, omission or practice, or to otherwise violate applicable antitrust, competition or consumer protection laws or regulations. For the avoidance of doubt, the foregoing shall apply to Practitioner, including each Office Member, notwithstanding that such Practitioner or any such Office Member has not elected to use the Payment Services.
Discount Reporting. Practitioner acknowledges, represents, warrants and covenants that it shall disclose to each applicable payor, to the extent required by applicable law or contract, the net amount Practitioner paid for the applicable Marketing and Scheduling Technology Services hereunder (i.e., net of any applicable discounts, rebates, or other price concessions).
Ownership Rights. Practitioner represents, warrants and covenants that it has all necessary right, title and interest in and to the content submitted by Practitioner to Heal.Me in order for Heal.Me to perform the Services, including any and all rights and interests in or to Practitioner Information and any copyright, trademark, other intellectual property, publicity, and privacy (including necessary consents, authorizations and/or other legal permissions).
Practitioner Sourced Reviews. Practitioner represents and warrants that (a) it has obtained all rights, titles, interests, consents and authorizations necessary in accordance with applicable law for Heal.Me to publish Practitioner Sourced Reviews through the Services, (b) each Practitioner Sourced Review is unbiased and no remuneration has been or will be provided to the applicable client for his or her review, and (c) each Practitioner Sourced Review has been provided to Practitioner or its agent by a client of Practitioner in connection with services actually provided (or that ought to have been provided, as the case may be) by the Office Member associated with the applicable Practitioner Sourced Review.
Practitioner will defend, indemnify and hold harmless Heal.Me and its affiliates, directors, officers, employees, consultants and agents from any and all claims, actions, proceedings, losses, damages, liabilities and expenses, including reasonable attorneys’ fees and amounts awarded by a court or paid in settlement, arising from or related to: (i) any services or treatment provided by Practitioner or a Office Member to a Customer or other client resulting from Practitioner’s or a Office Member’s use of the Services and/or the Heal.Me Site; (ii) any fees, costs or expenses in connection with any services or treatment provided by Practitioner or a Office Member to a Customer or other client resulting from Practitioner’s or a Office Member’s use of the Services and/or the Heal.Me Site; (iii) use of the Services by, or provision of the Services to; (iv) gross negligence, willful or intentional misconduct, or fraud by a Practitioner, Office, or Office Member; (v) any breach of Sections 2.e, 3.d, 4.e, 8 or 10.a.ii; (vi) Practitioner Sourced Reviews; or (vii) Practitioner Information.
Other Representations and Warranties; Disclaimer of Warranties.
Mutual Warranties. Each party represents and warrants to the other party that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized; (ii) it has the full power to enter into this Agreement and to perform its obligations hereunder; (iii) the execution and delivery of this Agreement will not result in any breach of any terms and conditions of, or constitute a default under, any other agreement to which such party is bound; and (iv) it is not currently the subject of a voluntary or involuntary petition in bankruptcy, does not currently contemplate filing any such voluntary petition, and is not aware of any basis for the filing of an involuntary petition.
No Other Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES, SOFTWARE AND THE HEAL.ME SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEAL.ME HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE, AND ALL WARRANTIES OF THE SERVICES, SOFTWARE OR THE HEAL.ME SITE BEING BUG-FREE, ERROR-FREE OR FREE FROM DEFECTS.
Limitation of Liability.
Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL HEAL.ME OR ITS PARTNERS, SUPPLIERS, VENDORS OR LICENSORS BE LIABLE TO PRACTITIONER, THE PRACTICE OR A PRACTICE MEMBER FOR ANY (i) LOSS OF PROFITS, LOST REVENUE, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF DATA, (iii) LOSS OR INTERRUPTION OF USE OF THE SERVICES, SOFTWARE, HEAL.ME SITE, OR PARTNER SITES, (iv) PROVISION OF SERVICES, HEALTH CARE OR OTHERWISE, TO CUSTOMERS, OR (v) PRACTITIONER SOURCED REVIEWS, WHETHER IN AN ACTION IN CONTRACT, TORT OR BASED ON A WARRANTY, EVEN IF HEAL.ME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF HEAL.ME OR ITS PARTNERS, VENDORS, SUPPLIERS OR LICENSORS FOR ANY LOSS OR DAMAGES (WHETHER BASED IN CONTRACT, TORT OR ANY OTHER FORM OF ACTION) (A) RELATING TO OR ARISING OUT OF THIS AGREEMENT, OR (B) RELATING TO OR ARISING OUT OF ANY OTHER AGREEMENT BETWEEN, ON THE ONE HAND, PRACTITIONER, THE PRACTICE OR A PRACTICE MEMBER, AND, ON THE OTHER HAND, HEAL.ME OR ANY THIRD-PARTY THAT IS A PARTNER, VENDOR, SUPPLIER, LICENSOR OR LICENSEE OF HEAL.ME, EXCEED THE GREATER OF: (Y) THE AGGREGATE OF THE AMOUNT OF FEES ACTUALLY PAID BY PRACTITIONER TO HEAL.ME HEREUNDER DURING THE PREVIOUS TWELVE (12)-MONTH PERIOD, OR (Z) ONE HUNDRED DOLLARS ($100).
Heal.Me Marks. Any use of a Heal.Me Mark by Practitioner that is not expressly permitted hereunder will, in each case, be subject to the prior written approval of Heal.Me. In addition, any such use of a Heal.Me Mark will be subject to Heal.Me’s then-current trademark usage guidelines. Heal.Me reserves the right to terminate Practitioner’s right to use any Heal.Me Mark immediately upon the issuance of written notice if Heal.Me determines Practitioner to be in violation of such guidelines in its sole discretion. Practitioner acknowledges and agrees that it shall not (i) make any comparative references to Heal.Me, its pricing, or the Services or Heal.Me Site; or (ii) disparage or otherwise denigrate Heal.Me or the Services or Heal.Me Site.
Practitioner Logos. Practitioner hereby grants Heal.Me a non-exclusive, royalty-free license to use Practitioner Logos in connection with the Services during the Term.
Intellectual Property. All right, title and interest, including without limitation all intellectual property rights, in and to the Services, Software and the Heal.Me Site, including all content submitted by Customers or Practitioner thereto (other than Practitioner Logos), as well as all URLs and domains registered by Heal.Me (even if such URLs and domains incorporate Practitioner Logos), shall remain the valuable and exclusive property of Heal.Me. Heal.Me retains all proprietary rights, title, and interest, including, without limitation, all patents, copyrights, trademarks, service marks, trade dress, rights to the look and feel of the Heal.Me Site, and trade secrets in and to any inventions, data, information, know-how, logos, ideas, concepts, technology, software and documentation related to or resulting from the utilization of the Services and/or the Heal.Me Site.
Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that: (i) if disclosed orally is designated as confidential at the time of disclosure; (ii) if disclosed in writing is marked as “Confidential” and/or “Proprietary”; or (iii) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the terms and conditions of this Agreement (including pricing and other terms reflected in all Practitioner Account Page hereunder), the provision of the Services and/or the Heal.Me Site, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include protected health information or any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (4) is received from a third party without breach of any obligation owed to the Disclosing Party.
Non-Disclosure. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees and contractors who need to know such information for purposes of performing the Receiving Party’s obligations under this Agreement, provided that the Receiving Party certifies that such employees and contractors have agreed, either as a condition of employment or in order to obtain such Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement. The Receiving Party shall use the same degree of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own information of a confidential and proprietary nature, but in no event less than a reasonable degree of care.
Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s request and cost, if the Disclosing Party wishes to contest the disclosure.
Injunctive Relief. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality obligations hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
Term. This Agreement will commence as of the date of Practitioner’s acceptance of the terms and conditions herein, whether by clicking on the “Accept” button or by downloading, accessing or otherwise using the Services and/or the Heal.Me Site, and shall continue in effect for a period set forth in the Practitioner Account Page or, if no period is set forth in the Practitioner Account Page, for a period of one (1) year (as applicable, the “Initial Term”). This Agreement will automatically renew for successive periods of the same length as the Initial Term unless either party notifies the other party in writing at least thirty (30) days prior to the end of the Initial Term, or any renewal period, of its election not to renew this Agreement. The Initial Term and all renewal periods are collectively referred to herein as the “Term.”
Termination. Practitioner or Heal.Me may terminate this Agreement if the other party breaches a material term of this Agreement and fails to cure such breach within ten (10) days of receiving notice.
Suspension. Heal.Me may immediately suspend or terminate this Agreement, with regard to Practitioner and/or any Office Member, in the event that Heal.Me believes in its sole good faith determination that a Office Member has engaged in inappropriate or unprofessional conduct, failed to fulfill the requirements set forth in Section 8.b, or otherwise breached any provision of this Agreement. Heal.Me further reserves the right, at its sole discretion, to terminate this Agreement immediately, with regard to Practitioner and/or any Office Member, for Practitioner’s or a Office Member’s repeated rescheduling or cancelling of appointments.
Survival. The following shall survive expiration or termination of this Agreement: Sections 2.e.i, 2.e.ii, 6, 7, 9 – 16, and all other terms which by their nature are reasonably intended to survive.
Assignment. Neither party may assign this Agreement, and/or any of its rights and obligations hereunder, without the prior written consent of the other party, except that Heal.Me has the unrestricted right to assign this Agreement to an affiliate or in the event of a sale, merger or acquisition of any portion of its business to which this Agreement relates. Any attempted transfer in violation of this Section 16.a will be void and of no effect. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties.
No Inducement. Nothing contained in this Agreement, including any compensation paid or payable, is intended or shall be construed: (i) to require, influence, or otherwise induce or solicit a party or any of its affiliates for referrals or arranging for the referrals of persons for items or services, or recommending the ordering of any items or services, of any kind whatsoever, to any of the other parties or their affiliates, or to any other person; (ii) as splitting of any professional fees paid to Practitioner; (iii) to interfere with a client’s right to choose his or her own wellness provider, or with a provider’s judgment regarding the ordering of any items or wellness services; or (iv) as remuneration in exchange for a disclosure of any information from a Customer or otherwise.
Non-Competition. Practitioner acknowledges and agrees that the use and disclosure of Heal.Me’s Confidential Information would inevitably occur if Practitioner utilizes any services by any competitor of Heal.Me during the Term.
Notices. All notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing (unless otherwise specifically provided herein) and shall be sufficiently given if sent to Practitioner via email at service@Heal.Me. Practitioner expressly consents to the provision of notices via email. Either party may update its preferred notice address at any time upon notice to the other party. Any such notice or other communication shall be deemed to be given as of the date it is delivered to the recipient or, if delivered on a non-business day, on the next business day.
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without reference to the conflict of laws provisions thereof.
Arbitration Agreement. Practitioner and Heal.Me acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of this Agreement, Heal.Me’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of this Agreement, and that upon Practitioner’s acceptance of this Agreement, Personnel will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Practitioner as the third-party beneficiary hereof.
Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in the State of Texas. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
Costs of Arbitration. The Rules will govern payment of all arbitration fees. Heal.Me will pay all arbitration fees (not including Practitioner’s attorneys’ fees) for claims less than seventy-five thousand dollars ($75,000). Heal.Me will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that Practitioner’s claim is frivolous.
Small Claims Court; Infringement. Either Practitioner or Heal.Me may assert claims, if they qualify, in small claims court in the State of Texas or any United States county where Practitioner lives or works. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Waiver of Jury Trial. PRACTITIONER AND HEAL.ME WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. Practitioner and Heal.Me are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between Practitioner and Heal.Me over whether to vacate or enforce an arbitration award, PRACTITIONER AND HEAL.ME WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE PRACTITIONER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER PRACTITIONER.
Arbitration Severability. If the prohibition against class actions and other claims brought on behalf of third parties, or any other part of this Section 16.f is found to be unenforceable, then all of the other language in this Agreement and this Section 16.f will remain enforceable. To the extent that Practitioner or Heal.Me are permitted to bring a claim relating to this Agreement in state or federal court, then such claim shall only be brought in courts located in the State of Texas.
Force Majeure. Except for a party’s payment obligations, the performance of either party under this Agreement may be suspended to the extent and for the period of time that such party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including, without limitation, acts of God, acts of civil or military authority, new legislation or regulatory requirements, strikes or other labor disturbances, fires, floods, epidemics or pandemics, wars or riots). After thirty (30) cumulative days of suspension on the part of one party, the other party may, at its sole discretion and with written notice to the affected party, terminate its obligations without further liability.
Modifications. No modification, amendment or waiver of this Agreement or any of its provisions shall be binding upon Heal.Me unless made in writing and agreed to by Heal.Me. Heal.Me may amend the terms and conditions of this Agreement by posting a notice on the Practitioner Account Page or otherwise reasonably notifying Practitioner at least thirty (30) days prior to such change taking effect, provided that if Practitioner does not agree to such changes, Practitioner may terminate this Agreement without penalty by providing Heal.Me with written notice of such election prior to such modification taking effect. Practitioner’s continued use of the Services and/or the Heal.Me Site following such period shall be deemed to be Practitioner’s acceptance of such change. A failure or delay of either party to: (i) insist upon the performance of any terms, conditions, rights or privileges of this Agreement; or (ii) exercise any rights or privileges conferred in this Agreement, shall not be construed as waiving any such terms, conditions, rights or privileges and the same shall continue and remain in full force and effect.
Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.
Entire Agreement. This Agreement, any exhibits or addenda hereto, the policies referred to herein, and any Practitioner Account Page, constitute the entire agreement between the parties and supersede all previous or contemporaneous agreements, promises, representations, whether written or oral, between the parties with respect to the subject matter hereof.
Headings. The headings of the sections of this Agreement are for convenience only, and do not form a part hereof or in any way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.
Independent Contractors. The relationship of the parties shall be that of independent contractors. Any employee, servant, subcontractor or agent of Heal.Me who is assigned to provide services under this Agreement shall remain at all times under the exclusive direction and control of Heal.Me and shall not be deemed to be an employee, servant, subcontractor or agent of Practitioner. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity, except as specifically provided herein.
Third Party Beneficiaries. This Agreement is entered into solely between, and made for the sole benefit of, Heal.Me and Practitioner, and, subject to indemnification obligations and the limitations of liability herein, this Agreement will not be deemed to create any obligations, remedies or liabilities of a party to any third parties (including without limitation any Office Member) unless explicitly stated herein. Except as otherwise stated in this Agreement, no third party shall have the right to make any claim or assert any right under this Agreement, and no third party shall be deemed a beneficiary of this Agreement.
Remedies Cumulative. Unless expressly stated, no remedy afforded to a party under this Agreement shall preclude other remedies available under equity or law.