Healthcare Provider Terms of Use

Healthcare Provider Terms of Use

Effective Date: [--]

The following terms and conditions constitute an agreement between you and [--] (“MedPal,” “we,” or “us”), the operator of [--] (the “Site”) and related websites, applications, services and mobile applications provided by MedPal and in any case where these Terms of Use are posted or referenced (collectively, the “Services”). These terms of use (the “Terms of Use”), together with our PRIVACY POLICY and ACCEPTABLE USE POLICY (each of which are incorporated herein by reference, and collectively, this “Agreement”) govern your use of the Services. These Healthcare Provider Terms of Use govern the use of the Site and Services by users who are doctors, dentists or other healthcare specialists, professionals, providers, or organizations, or who may be designated as a Healthcare Provider or Patient Advocate under MedPal (“Healthcare Providers”) who have created an account on the Site in order to post information about its practice. If you are not a Healthcare Provider or have not created an account on the Site, please refer to the Terms of Use available at [--].

BY USING OR OTHERWISE ACCESSING THE SERVICES AND/OR BY CREATING AN ACCOUNT WITH US, YOU AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING THE INFORMATION DISCLOSED IN OUR PRIVACY POLICY AND THE USE RESTRICTIONS IN THE ACCEPTABLE USE POLICY. YOU ALSO AGREE TO RESOLVE ANY DISPUTE THAT YOU MAY HAVE WITH US OR THE SERVICES IN THE STATE OF NEW YORK. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, THE PRIVACY POLICY OR THE ACCEPTABLE USE POLICY, YOU ARE NOT PERMITTED TO USE OR ACCESS THE SITE OR THE SERVICES IN ANY WAY. MedPal operates subject to state regulation and may not be available in certain states. If you create an account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf.

1. NO HEALTH CARE SERVICES; LIMITATION OF SITE

The provision of the Services does not establish a medical professional/patient relationship or physician-patient relationship between us, you and the users of the Site, and the Services do not constitute a medical opinion or advice, or recommendations regarding diagnosis or treatment, and is only provided to assist health care providers in finding availability and scheduling appointments with potential customers (“Customers”). Healthcare Providers are not collecting sufficient health information to enable the delivery of health care services, and you acknowledge this limitation.

“Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found through the Services and/or Site, including, without limitation, Content provided in direct response to your questions or postings.

THE INFORMATION DISPLAYED ON OR ACCESSIBLE THROUGH THE SITE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE SERVICE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. MEDPAL MAKES NO GUARANTEE OR WARRANTY OF THE SITE’S FUTURE OR CONTINUED AVAILABILITY, COMPATIBILITY, OR EXISTENCE. WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL OR ENTITY-LISTED OR ACCESSIBLE THROUGH THE SERVICES.

1. SERVICES YOU PROVIDE; CONTENT YOU POST OR SUBMIT

You will have the opportunity to submit information about you, your qualifications, licenses, affiliated practices, credentials, ratings and reviews of your Customers and other information regarding your personal or professional practices and to participate in the other interactive or community features of the Site (collectively, “Posted Information”). All information provided must be accurate at all times. You agree not to render medical advice or provide care in violation of applicable licensing laws, telehealth laws or scope of practice laws and regulations. You agree to obtain any necessary state law telehealth consents, state telehealth registrations where required. You agree that if you provide services that constitute health care services in the state in which a Customer is located, that you provide all such health care services in compliance with your scope of practice rules and properly document all such services in your practice medical record, as required by law. You agree to comply with all applicable privacy and security requirements to which you are subject. You agree that you will not use MedPal or the Site to bill or charge for health care services. You agree to not use MedPal for payment of illegal referral charges. You understand that any prescribing must comply applicable federal and state law and also with the Ryan Haight Act requirements and determine whether in-person evaluation is necessary before prescribing any controlled substances.

It is important that you act responsibly when providing Posted Information. Your Posted Information must comply with our Acceptable Use Policy and all applicable laws. MedPal reserves the right to remove or censor any Posted Information as determined by MedPal in its sole discretion and remove any Users at any time for any reason.

By posting Posted Information through the Services, you agree to and hereby do grant, and you represent and warrant that you have all intellectual property rights necessary to grant, to MedPal and its contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, sell, re-sell, translate, prepare derivative works of, incorporate into other works, or otherwise exploit, such Posted Information. This license is non-exclusive, except you agree that MedPal shall have the exclusive right to practice this license to the extent of combining your Posted Information with the Posted Information of other MedPal users for purposes of constructing or populating a searchable database of reviews and information related to the healthcare industry.

MEDPAL RESERVES THE RIGHT TO IMMEDIATELY REMOVE ANY MATERIAL FOR ANY REASON AT ANY TIME, INCLUDING BUT NOT LIMITED TO INFORMATION THAT MAY BE INFRINGING OR VIOLATING OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR OTHER RIGHTS, OR IN VIOLATION OF LOCAL OR FOREIGN LAWS AT ANYTIME, WITHOUT PRIOR NOTICE TO YOU. YOU AGREE THAT MEDPAL MAY TERMINATE YOUR ACCESS AT ANY TIME FOR ANY REASON WITHOUT NOTICE.

1. WE DO NOT PROVIDE MEDICAL ADVICE

The Content that you obtain or receive from MedPal, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, and the Posted Information is for informational, scheduling and payment purposes only. You may not provide medical information, diagnoses or health care services, including the issuance of prescriptions through the MedPal app, the Site and within the Services. You represent and warrant that the Posted Information is complete and accurate and has not been provided in a negligent or fraudulent manner. MEDPAL RESERVES THE RIGHT TO IMMEDIATELY REMOVE ANY MATERIAL THAT MAY BE INACCURATE OR INCOMPLETE, WITHOUT PRIOR NOTICE TO YOU.

NO INFORMATION PROVIDED BY US IS INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF A CUSTOMER ATTEMPTS TO INITIATE AN ENCOUNTER FOR EMERGENCY SERVICES, YOU ACKNOWLEDGE THAT YOU SHOULD ADVISE THE CUSTOMER TO CALL 9-1-1 OR SEEK EMERGENCY MEDICAL TREATMENT IMMEDIATELY. YOUR USE OF THE CONTENT IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE. YOUR PROVISION OF THE POSTED INFORMATION IS SOLELY AT YOUR OWN RISK. NO POSTED INFORMATION MAY CONSTITUTE THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

MedPal does not engage in the practice of medicine, nursing, or any other professional service performed by practitioners of the healing arts and does not prescribe or in any way authorize or permit the offering of advice regarding the prescription of any medications.

1. NO DOCTOR PATIENT RELATIONSHIP

YOU ACKNOWLEDGE AND AGREE THAT MEDPAL IS NOT EMPLOYING OR CONTRACTING WITH YOU FOR THE PROVISION OF HEALTHCARE SERVICES THROUGH THE SITE. THE SOLE PURPOSE OF ANY CUSTOMER’S USE OF THE SITE IS TO PROVIDE CONNECTIONS TO POTENTIAL HEALTHCARE PROVIDERS.

NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WHEN ANY USER USES THE SERVICES OR CONTENT. THIS IS TRUE WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES, DIRECTLY BY YOU THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM MEDPAL INCLUDING, WITHOUT LIMITATION, EMAIL OR TEXT MESSAGE ASSOCIATED WITH OR INTEGRATED INTO MEDPAL OR LINKS TO OTHER SITES, OR ANY ASSISTANCE WE MAY PROVIDE TO HELP USERS FIND AN APPROPRIATE HEALTHCARE PROVIDER IN ANY FIELD.

MedPal requires Users to use the Services responsibly, but we have no control over and cannot guarantee the acts or omissions of a User at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom, or for any other injury resulting from or arising from, or related to, the use of the Site or Services whatsoever.

1. CONTACTING CUSTOMERS; CONSENT AND ACKNOWLEDGEMENT; IMPORTANT INFORMATION ABOUT HEALTHCARE PROVIDER RELATIONSHIPS AND HEALTHCARE PROVIDER LISTS

In order to facilitate a connection between you and a Customer, MedPal may provide a feature that allows audio-visual communications or a feature that allows audio asynchronous store and forward technology. Such features (which may include an electronic, two-way audio and visual communications feature or asynchronous store and forward technology) are not for the purpose of diagnosis or treatment of any medical, mental, or emotional condition. A Customer may reach out to you to initiate or coordinate an encounter through such feature. You have the option to decline the use of the feature for any electronic messaging, electronic questionnaire, or audio-visual communication purposes.

YOU ACKNOWLEDGE AND AGREE THAT YOUR PROVISION OF ANY HEALTHCARE SERVICES TO CUSTOMERS CREATES A LEGAL AND DIRECT RELATIONSHIP BETWEEN YOU AND THE CUSTOMER, TO WHICH MEDPAL IS NOT A PARTY. MedPal is not responsible or liable for actions or inactions of a Customer in relation to your healthcare services. You are solely responsible for any obligations or liabilities to Customer or third parties that arise from your provision of healthcare services resulting from the use of MedPal, the Site or otherwise. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate professional liability or general liability insurance) regarding any acts or omissions of a Service or any health care services that you provide to a Customer or third-party. responsible for any state board licensing actions or scope of practice proceedings against your professional license and you are solely responsible with respect to such required licenses, permits, certificates, and compliance with all applicable laws and regulations with respect to your profession.

WE ARE NOT RESPONSIBLE FOR SCHEDULING OR CONNECTING YOU TO CUSTOMERS.

To help you find Customers, we will provide you with lists and/or profiles of potential Customers. These results are based on information that you provide to us, such as geographical location, services performed and healthcare specialty. They may also be based on other criteria (including, for example, availability, past selections, and past experience of MedPal users with you). Note that MedPal (a) does not, recommend or endorse you to any Customer, (b) does not make any representations or warranties with respect to you or the quality of the healthcare services you may provide, (c) does not receive any additional fees from you for featuring your healthcare services (i.e., higher or better placement on lists) through the Services, and (d) does not verify the information or content provided by you or any Customer to MedPal.

You are solely responsible (and MedPal disclaims all liability related thereto) for providing and collecting all consent forms and authorizations necessary for the provision of healthcare services. MedPal may provide sample forms and examples to you solely for convenience and such forms and examples shall not relieve you from your responsibility to obtain the proper consents or authorizations under applicable law from Customers. You understand that it is your responsibility and obligation under state law to provide specific information to a Customer and obtain appropriate consents for treatment, telehealth or for minors in compliance with state and federal laws. In order to use the Services from MedPal, we require that you obtain all required consent forms required by law from Customers. If you do not or cannot collect such consent forms applicable to Customers, you are not permitted to use the Services.

1. CONTENT PROVIDED BY THIRD PARTIES

Content is intended for general reference purposes only and is provided with limited or no editorial oversight from MedPal. Content may be provided by a Customer and collected from multiple other data sources that may not be confirmed by the Customer. Such Content can change frequently and may become out of date, incomplete or inaccurate. Neither the Site nor MedPal provides any certification as to the accuracy of any Content.

You acknowledge and agree that you are solely responsible for obtaining information or content about Customers related to Services directly from Customers in the form of two-way audio communication or through in-person communication. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH INFORMATION OR CONTENT OBTAINED THROUGH MEDPAL OR THROUGH ANY FEATURE IT MAY PROVIDE.

1. PRIVACY POLICY

MedPal reserves the right, and you authorize MedPal, to use and assign all information regarding your use of the Site and all information provided by you in any manner consistent with the Privacy Policy and . The Privacy Policy and Acceptable Use Policy, which may change from time to time without prior notice, are a part of these Terms of Use. Please review these policies carefully, as your use of the Services constitutes your agreement to it.

1. YOUR RESPONSIBILITIES
   1. Your Account Username and Password

If you choose, or are provided with, a username, password, or any other piece of information as part of your use of the Site, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

MedPal has the right to disable any username, password, or other identifier, whether chosen by you or provided by MedPal, at any time in MedPal’s sole discretion for any or no reason, including if, in MedPal’s opinion, you have violated any provision of these Terms of Use.

• 1. Your Responsibilities Generally

The Services are free to you, and MedPal is not responsible for the payment of any expenses incurred, including health care expenses. You are responsible for ensuring that all information that you provide to MedPal is accurate and up to date. A portion of the Services may not be available through MedPal depending upon a number of factors. You must resolve any dispute between you or any Customer arising from any transaction hereunder directly with the Customer.

You are responsible for all use of the Services, including the privacy and security of any usernames and passwords assigned to or created by you. You may only use the Site and the Services for lawful, non-commercial purposes. You may not use the Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. You may not accumulate or index, directly or indirectly, any Content or portion of the Site and/or Services for any purpose whatsoever.

You must use the Services in a manner consistent with the Acceptable Use Policy. Please review the Acceptable Use Policy carefully, as your use of the Services constitutes your agreement to it.

In addition to our rights in these Terms of Use, we may take legal action and implement any technological measures to prevent violations of the restrictions hereunder and to enforce these Terms of Use or our Acceptable Use Policy.

• 1. Responsibilities of Healthcare Providers

You agree that:

• • 1. You will not to provide health care services, telehealth health care services, disease management, care coordination, first or second opinions, enter orders for care using information obtain through the Services, or provide any prescriptive care management services.
    2. You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other Content for any purpose other than your own personal use as a Healthcare Provider.
    3. You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or 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.
    4. You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.
    5. You will hold and maintain at all times when providing Services: (i) your professional license, permit, approval and authority required under your private practice; (ii) adequate knowledge, training and expertise under your designated field of practice with respect to your private healthcare services; and (iii) high standards of professionalism, service and courtesy.
    6. You may be subject to certain background checks and verification or validation efforts by MedPal from time to time.
    7. You will, at all times, provide Services in accordance with your responsibilities and obligations under state and federal law and will not violate applicable ethical and legal practice standards.

MedPal may require additional or corrected licenses, permits, approvals or authorities to be posted by you, as determined in MedPal’s sole discretion. MedPal shall not be responsible for verifying the accuracy or completeness of any licenses, permits, approvals or authorities posted by you. You shall comply with all requests by MedPal for further information related to all required licenses, permits and approvals.

1. CHANGES TO THE SERVICES; NEW SERVICES

We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Under no circumstances will MedPal be liable for any suspension or discontinuation of any of the Services or portion thereof, and the use of new services will be governed by this Agreement.

1. LINKS TO OTHER WEBSITES
   1. Linking to the Site

Hyperlinks to the Site may not state or imply any MedPal sponsorship or endorsement of another website, publication, or service. The Content may not be incorporated into another website, publication, or service without MedPal’s prior written approval. You agree to cooperate with MedPal in causing any unauthorized framing or linking to stop immediately. MedPal reserves the right to withdraw linking permission without notice.

• 1. Links to Other Sites

If the Site contains links to other sites and resources provided by third parties, these links are provided for convenience only. MedPal has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk.

1. YOUR USE OF CONTENT

All of the Content is owned by us or our licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain MedPal’s proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, re-sell or otherwise exploit any of the Content, or exploit the Site or Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither MedPal nor its licensors grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by MedPal to you are retained by MedPal.

We may incorporate third party software as part of certain of the Services, including without limitation open source third party software. Your use of such third-party software is subject to any and all applicable additional terms and conditions governing such use provided by the third-party software provider. Where applicable, additional notices relating to the third-party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third-party software.

1. DISCLAIMER

You acknowledge that we have no control over, and no duty to take any action regarding: (a) which users gain access to the Site and/or the Services, (b) what Content you access, (c) what effects the Content may have on you, (d) how you may interpret or use the Content, (e) what actions you may take as a result of having been exposed to the Content; or (f) what Posted Information you post. You release us from all liability for you having acquired or not acquired Content, your use of Content or your posting of Posted Information. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Site and/or the Services. We have no special relationship with or fiduciary duty to you. WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. MEDPAL MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. MEDPAL DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS OR THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

1. GENERAL LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WILL MEDPAL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, REVENUES, DATA OR COMPENSATION THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE OR SITE, EVEN IF MEDPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN MEDPAL AND YOU. THIS SITE AND THE CONTENT DISPLAYED ON OR ACCESSIBLE THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEDPAL THROUGH THE SITE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF USE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN NO EVENT WILL MEDPAL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICE OR SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED U.S. $100 OR THE LOWEST AMOUNT PERMITTED UNDER APPLICABLE LAW.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

1. TERMINATION

We may terminate, suspend and/or deactivate your account at any time, without notice, if there has been a violation of this Agreement or other policies and terms posted on the Site or through the Services by you or by someone using your account information. We may also terminate, suspend or deactivate your account for any other reason, including inactivity for an extended period. MedPal shall not be liable to you or any third party for any termination, suspension or deactivation of your access to the Site and/or the Services. Further, you agree not to attempt to use the Site and/or the Services after any such termination, suspension or deactivation (provided, in the case of deactivation due exclusively to your inactivity, you may be permitted to create another account). Sections 1, 2, 3, 4, 5, 7, 9, l0, 11, 12, 13, 14, 15, 16 and 17 shall survive any termination or expiration of these Terms of Use.

1. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless MedPal, its affiliates, licensors, and service providers, and its officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

(a) your violation of these Terms of Use or your use of the Site or Services, including, but not limited to, your Posted Information, any use of the Site or Services other than as expressly authorized in these Terms of Use or your use of any information obtained from the Site;

(b) the performance or omission of any healthcare services, telehealth services or other advice provided by you to any Customer or other third party, including prescriptive advice;

(c) delays due to technology issues or failure of the Site to operate properly.

1. MISCELLANEOUS
   1. Electronic Contracting

Your affirmative act of using the Services and/or creating an account constitutes your electronic signature to this Agreement, which includes our Privacy Policy and Acceptable Use Policy, and your consent to enter into such agreements with us electronically.

• 1. Changes to These Terms of Use

We may change these Terms of Use and the other documents that are part of the Agreement at any time, as we deem appropriate. Upon any such change, we will post the amended terms on the Site; we may also attempt to notify you in some other way. Your continued use of the Site and/or the Services following such posting shall constitute your affirmative acknowledgement of the Terms of Use or other applicable Agreement document, the modification, and agreement to abide and be bound by the Terms of Use or other applicable Agreement document, as amended. We encourage you to periodically review these Terms of Use and the Agreement. IF AT ANY TIME YOU CHOOSE NOT TO ACCEPT THESE TERMS OF USE OR THE AGREEMENT, INCLUDING FOLLOWING ANY SUCH MODIFICATIONS HERETO, THEN YOU MUST STOP USING THE SITE AND THE SERVICES.

• 1. Choice of Law and Arbitration Clause - Important ¬Please Review as This Affects Your Legal Rights

We hope that we can work out any disagreements you might have with MedPal. But if there is a dispute that needs to be further resolved, that process will take place according to this section. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of [--] as applied to contracts made and to be performed entirely within New York, without giving effect to the state’s conflicts of law statute. TO THE EXTENT PERMITTED UNDER LAW, YOU AGREE THAT Any controversy or claim RELATED TO THIS AGREEMENT, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use or the Agreement.

• 1. Entire Agreement

This Agreement and any supplemental terms, policies, rules and guidelines posted through the Services, each of which are incorporated herein by reference, including the Privacy Policy and the Acceptable Use Policy, constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of MedPal to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

• 1. Headings

The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.

• 1. Assignment

We may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.

• 1. Eligibility

You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to create an account with us or use the Site and the Services.

If you do not qualify under these Terms of Use or cannot comply with the Acceptable Use Policy, do not use the Site or Services. Use of the Services is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use. The Site is administered in the U.S. and intended for U.S. users; any use outside of the U.S. is at the user’s own risk. Users are responsible for compliance with any local, state or federal laws applicable to their use of the Services or the Site.

• 1. SMS/Text Communications

We may send communications to you on your mobile telephone by SMS or text message. Message and data rates from your mobile telephone service provider may apply and are subject to the terms and conditions imposed by your provider. We may share your Personal Information, including your SMS opt-in or consent status, with third parties that help us provide our messaging services, including but not limited to platform providers, phone companies, and any other vendors who assist us in the delivery of text messages.

1. PAYMENT PROCESSING
   1. Payment and Transaction Processing Generally.

You may be permitted to use the Services to receive payment for Designated Provider Services (as defined below) and/or other payments, including, for example, missed appointment fees. In connection with such payments, we process the Customer’s payment card information in accordance with our Privacy Policy. MedPal and/or its payment processing partner may collect from you a transaction processing fee for our billing, collection and payment services (the “Transaction Processing Services”) performed in connection with such payment, which transaction processing fee is paid by you, not the Customer.

MedPal may charge a cancellation or other fee if no encounter takes place after scheduling it with the applicable Customer. You will set the cancellation or other fee, if applicable, and you will be solely responsible for the reasonableness of such fee. MedPal will charge a transaction fee in connection with such cancellation or other fee at the then-applicable rates. You shall pay all such transaction fees in accordance with these Terms of Use.

You acknowledge and agree that:

(a) Customers are solely responsible for and will pay you any fees charged through MedPal, as well as other amounts you may charge through MedPal for any additional or different services rendered during or related to the applicable appointment;

(b) Customers remain responsible for paying all amounts required by law and/or contract;

(c) MedPal may process payments, and may do so in collaboration with our payment processing partner;

(d) MedPal is not responsible for any charges incurred for any products or services provided by you, including any health care services you provide;

(e) MedPal is not responsible for any charges submitted for processing by you;

(f) in the event you or a Customer disputes any fees chargeable or charged through MedPal, you will resolve such dispute directly with the applicable Customer;

(g) by using the Services, you accept the terms of use and privacy policy of our payment processing partner with respect to Services; and

(h) you will promptly review any disputes regarding any charges processed through the Services; and

You further acknowledge and agree that: neither MedPal nor our payment processing partner will be responsible if either we or our payment processing partner are unable to complete a transaction for any reason, including but not limited to:

(A) if the Customer has not provided us with accurate, current and complete payment information;

(B) if the Customer does not have sufficient available funds or available credit to complete the transaction;

(C) if the Customer does not have an active payment card, or if we are unable to confirm your payment card information or your identity;

(D) if the Customer’s or your account with us, the Customer’s or your account with our payment processing partner, the Customer’s or your access to the Services, or the Customer’s or your access to our payment processing partner’s services has been terminated or suspended for any reason;

(E) if we or our payment processing partner have reason to believe that the requested transaction is unauthorized; or

(F) if we terminate or suspend the services we provide to you or the Customer.