This Terms of Use Agreement (the “Terms of Use”, the “Terms,” or the “Agreement”) apply to this website, www.ucmdigitalhealth.com, and other related websites and mobile applications with links to these Terms of Use (collectively, the “Site”), provided by UCM Digital Health, Inc. (“UCM Management”) and United Concierge Medicine of Colorado, PLLC (“UCM Medical”), along with the subsidiaries and affiliate entities of each, and, with respect to UCM Medical including UCM of Alaska, PC, United Concierge Medicine of Kansas, PA, Upstate Concierge Medicine, PLLC and their physicians, physician assistants, nurse practitioners, and other health care professionals, employees, and contractors (collectively, “UCM”, “we”, “us”, “our” and “ourselves”). Users of the Site may be referred to in these Terms of Use as “users”, “you” or “your.”

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

 

YOUR CONTINUED USE OF THIS SITE IS SUBJECT TO YOUR CONTINUED COMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THIS SITE. CONTINUED ACCESS AND USE OF THIS SITE AFTER CHANGES HAVE BEEN MADE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE REVISED AGREEMENT THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU WILL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.

 

We are committed to making Site accessible for all users and will continue to take steps necessary to ensure compliance with applicable laws. Please read our Accessibility Policy for more information. If you have difficulty accessing any content, feature, or functionality of the Site, please contact us.

Table of Contents

• Acceptance of these Terms of Use
  • Our Services
• Use by Covered Entities Strictly Prohibited
  • Important Information about Using our Health Services
• Important Information about Wellness Content; Disclaimer of Medical Advice
• Intellectual Property Rights
• Sponsorships & Advertising
• Descriptions & Opinions
• User Content
• Copyright Infringement Notices
• Accounts
• Your Use of the Site; Code of Conduct
• Downloads
• Our App
• Text Messaging
• Third Party Terms and Links
• Termination
• Disclaimer of Warranty
• Limitation of Liability
• Indemnity
• Disputes, Arbitration and Class Action Waiver
• Terms for Users in Specific Jurisdictions
• Consent to Communication
• Severability
• Additional Policies
• Updates to these Terms of Use
• Contact Us
• Acceptance of these Terms of Use

These Terms of Use form a binding agreement between you and UCM, whether you register and become a Member (as defined below) or Health Care Provider (as defined below) (each, a “Registered User”) or simply browse the Site as a “Visitor”. Registered Users and Visitors may be referred to collectively as “users.” By visiting, registering for, posting content on, submitting information or materials to, accessing, reviewing and/or otherwise using the Site, its information and content, and various interactive features (e.g., live chat, bulletin boards, forums, et cetera) you accept, without limitation or qualification, the following Terms of Use, which constitutes an agreement between you and UCM. If you use the Site on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” in these Terms of Use will refer to that entity, its directors, officers, employees, and agents. 

 

• Our Services 

UCM offers online services (the “Services”), which, in part, enable our members (“Members”) to report their health history and engage health care providers (“Health Care Providers”), to obtain non-emergency general medical advice and prescriptions for non-controlled substances (if necessary, as determined by the Health Care Provider and where consistent with applicable law and standards of care) and other general medicine and acute care advice (“Health Services”). You can access Health Services and Wellness Content through our Site, including through your web browser or our mobile applications (our “App”), web via your smartphone, desktop, or tablet computer. 

The Roles of UCM Medicine and UCM Management: Our Health Care Providers are members of a group of professional medical practices, which include UCM Medicine, as well as other independently-owned practices or individual licensed professionals that UCM Medicine partners or contracts with to provide Health Services. UCM Management is not a Health Care Provider. UCM Management merely provides a technology platform (the Site) which enables limited communications between our Members and Health Care Providers in order to permit such Health Care Providers to diagnose and treat Members if appropriate utilizing that limited communication modality. UCM Management does not provide medical advice and does not dictate, advise, control or direct any Health Care Provider, including UCM Medicine, using this Site with respect to any medical advice provided by Health Care Providers to Members. The Site is not intended by UCM Management to replace your relationship with any physician or health care professional. Neither the Site nor the Services are intended to constitute an insurance product or prescription fulfillment warehouse.

• Use by Covered Entities Strictly Prohibited

BY AGREEING TO THESE TERMS OF USE AND USING THE SITE, ANY AND ALL INDIVIDUALS OR ENTITIES WHO OR WHICH ARE SUBJECT TO HEALTH PRIVACY STATUTES, REGULATIONS OR OTHER PRIVACY LAWS (E.G., “COVERED ENTITIES” UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), SET FORTH IN 45 C.F.R. PARTS 160 THROUGH 164), HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT, UNLESS OTHERWISE AGREED TO OR DIRECTED BY UCM IN WRITING, UCM STRICTLY PROHIBITS THEIR ENTRY OF “PROTECTED HEALTH INFORMATION” (PHI) INTO THE SITE, WHETHER OR NOT ON BEHALF OF ANY COMPANY USERS OR REGISTERED USERS. INDIVIDUALS OR ENTITIES SUBJECT TO SUCH HEALTH PRIVACY LAWS, AND ALL USERS OR REGISTERED USERS FURTHER ACKNOWLEDGE, UNDERSTAND AND AGREE THAT UCM IS NOT A “BUSINESS ASSOCIATE” OF ANY SUCH PARTIES UNDER HIPAA, UNLESS SUCH RELATIONSHIP IS DOCUMENTED PURSUANT TO A SEPARATE WRITTEN BUSINESS AGREEMENT. 

• Important Information about Using our Health Services 

If you believe you are experiencing a medical emergency, you should dial 9-1-1 and/or go to the nearest urgent care center or emergency room. We do not address medical emergencies through the Site or the Health Services. You should seek emergency help or follow-up care when recommended by a Health Care Provider. UCM will not be liable for your failure to adhere to this section.

 

Voluntary Use of Health Services: Your use of our Health Services is entirely voluntary. You acknowledge that you have the right to withhold or withdraw your consent and cease use of our Health Services at any time. You understand that you may suspend or terminate use of our Health Services at any time for any reason or for no reason without risking your ability to re-engage our Services in the future or losing a program benefit to which you are entitled. You also understand that no results can be guaranteed or assured through the use of our Services. 

Providing Accurate Information: To help our Health Care Providers provide you with safe and effective care, all information that you provide through the Site must be true, accurate, current and complete, and you agree to maintain and promptly update the information you provide to us to keep it true, accurate, current and complete. You acknowledge that any misrepresentations about your condition may result in serious harm to you or others.

 

Denial of Care: Your Healthcare Professional reserves the right to deny care for potential misuse of the Services or for any other reason if, in the professional judgment of your Health Care Provider, the provision of the Services is not medically or ethically appropriate. Under no circumstances will DEA controlled substances, non-therapeutic drugs and/or certain other drugs that present potential for abuse (as determined by us) be prescribed by Health Care Providers by way of a Health Services consult. You understand that there is no guarantee that a prescription shall be written secondary to a telemedicine consult. If you repeatedly miss scheduled appointments, we are unable to contact you for a period of time, or you fail to pay for appointments with us, you understand that you may be terminated from our practice and no longer have access to our Health Care Providers. 

Acknowledged Risks: Among the benefits of our Health Services are improved access to healthcare and convenience. However, as with any health service, there are potential risks associated with the use of technology. These risks include, but are not limited to:

• In rare cases, information transmitted may be insufficient for healthcare decision making.

• Disruptions can occur due to failures of the electronic equipment or internet connection, which could delay care. If this happens, you may be contacted by phone or other means of communication in order to reschedule your appointment or direct you to in person care. 

• In rare cases a lack of access to all of your health records may result in adverse drug interactions or other errors.

• Although we incorporate strong security protocols to protect the confidentiality of your health information, in rare instances security protocols can fail, causing a breach of confidentiality and privacy of personal medical records.

Connectivity: You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use this site, and we reserve the right to change the access configuration of this site at any time without prior notice. UCM is not responsible for the internet or data bandwidth and signal of your computer or mobile device.

• Important Information about Wellness Content; Disclaimer of Medical Advice

The Wellness Content that we provide on and through the Site includes a variety of information, including articles, data, references, interactive community tools, general information relating to medical and/or healthcare conditions, their treatment, and healthcare services and/or supplies. The Site and/or the Wellness Content may contain content contributions from physicians and other healthcare professionals who may or may not be associated with UCM. Any information, statements, opinions or other information provided by third parties and made available on our Site are those of the respective author(s) and not us. Certain Wellness Content may contain statements related to supplements or similar products, including information about recommended uses or effectiveness. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement or other Wellness Content on the Site, whether or not offered by a third party. Similarly, our Site may include information on events, charitable causes, and the like. This is presented for informational purposes only and should not be considered our endorsement of same. 

ALL WELLNESS CONTENT ON THE SITE IS PROVIDED FOR GENERAL INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IS NOT MEANT TO BE AND IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE PROVIDED BY A PHYSICIAN OR OTHER QUALIFIED AND LICENSED HEALTHCARE, CLINICAL OR MEDICAL PROFESSIONAL PURSUANT TO PERSONAL IN-PERSON EXAMINATION AND PROFESSIONAL CONSULTATIONS. UCM DOES NOT ENDORSE NOR IS IT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS OR TIMELINESS OF ANY OPINION, ADVICE OR STATEMENT ON THE SITE. THE PROVISION OF OPINIONS, ADVICE OR STATEMENTS ON OR THROUGH THE SITE AND ITS FEATURES CONTRIBUTED OR OTHERWISE COMMUNICATED BY A PHYSICIAN OR ANY HEALTHCARE PROFESSIONAL IS FOR GENERAL INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IS NOT INTENDED TO AND DOES NOT CREATE OR OTHERWISE CONSTITUTE A PHYSICIAN-PATIENT OR CLINICIAN – PATIENT RELATIONSHIP.

 

While we hope you find it helpful, you should not use Wellness Content for diagnosing a health problem, disease or condition or for selecting a specific course or method of treatment. Healthcare professionals using this website should remember that this information is not meant to serve as a substitute for your medical or clinical judgment as a healthcare professional. If you are a healthcare professional, you should exercise your professional judgment in evaluating any information, and we strongly encourage you to confirm the information contained on our website with other sources before undertaking any course of action based on it. 

 

WE DO NOT MAKE ANY REPRESENTATIONS, ASSURANCES, WARRANTIES OR GUARANTEES RELATED TO WELLNESS CONTENT, INCLUDING THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THAT INFORMATION. WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

 

Healthcare consumers should not rely on the information on this website as professional medical advice or use it to replace any relationship with your physician or other qualified healthcare professional. For medical concerns and/or decision making, including decisions about medications, surgery and other treatments, individuals should always consult their physician or, in serious cases, seek immediate assistance from emergency personnel. 

 

HEALTHCARE CONSUMERS WHO USE OR RELY ON WELLNESS CONTENT DO SO AT THEIR OWN RISK. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN, PHARMACIST OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR TREATMENT OR A CHANGE IN YOUR PERSONAL CARE OR HEALTH CARE REGIME. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE. WE ARE NOT RESPONSIBLE FOR THE RESULTS OF YOUR USE OF THE WELLNESS CONTENT, INCLUDING, BUT NOT LIMITED TO, YOU CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL MEDICAL CARE, OR YOU CHOOSING OR NOT CHOOSING SPECIFIC TREATMENT BASED ON THE WELLNESS CONTENT.

 

For more information about Wellness Content and other content on our Site, see the Intellectual Property Rights section, the Sponsorships & Advertising Section, and the Descriptions, Testimonials and Opinions section below. 

• Intellectual Property Rights 

All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs and other content appearing in or on the Sites, including the Wellness Content, (collectively the “Content”) are protected intellectual property of, or used with permission or under license by, UCM. Such Content may be protected by copyright, trademark, patent or other proprietary rights and laws. This includes the entire Content of each Site, copyrighted and protected as a collective work. All intellectual property rights associated with the Site, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title or interest in any Content by accessing or using the Site. Any rights not expressly granted herein are reserved. Except as set forth in these Terms of Use, the use of any Content available on the Site is strictly prohibited.

Subject to your compliance with this Agreement, we grant you a limited license to access and use the Site and their Content for personal, informational purposes. No Content from the Site may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner, except that you may download or print one copy of specific Content or software made available for your downloading or printing for your personal, non-commercial home use, subject to your compliance with this Agreement and retain the same solely for as long as you continue to be permitted to access the Site. To use Content under such an exception, you must (1) keep any copyright, trademark, or other proprietary notices intact, (2) use such Content pursuant to any licenses associated with such Content, (3) not copy or post such Content on any networked computer or broadcast it in any media, (4) make no modifications to any such Content, and (5) make no additional representations or warranties relating to such Content. Except as otherwise expressly authorized herein or in writing by us, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of the Site or the Content.

 

• Sponsorships & Advertising

You understand that paid sponsorships and advertising may be used to supplement the information, content and materials available on the Site. UCM is not responsible for the information, content, advertising, products, services or other materials made available by any third party that are advertised or otherwise distributed through the Site and statements within such advertisements should not be attributed to UCM. 

In all cases involving materials available on or otherwise distributed through the Site, the disclaimers, limitations of liability and other provisions of these Terms of Use shall apply. With respect to any other content, products, goods or services available on any third-party website, under no circumstances will UCM be held responsible or liable, directly or indirectly, for any loss, injury or damage of any kind that is caused in connection with the use by you of, or reliance on, any such material. 

• Descriptions & Opinions

Descriptions and graphic representations of our Services or product on the Site are for informational purposes only and may not completely reflect our current offerings. We reserve the right to change Service or product descriptions at any time, and we are not responsible for variations between a description and the actual service or product. Technological issues, such as your device settings, may alter how our Services are rendered to you or how a product appears on our Site.

The Site may allow you to leave reviews, opinions, or testimonials, all of which is User Content (as defined below). If you leave a review on another website, including a third party site, we may (but are not required to) reach out with a separate agreement to further define our rights in the User Content. 

 

Please view the Important Information about Wellness Content for more information.

 

• User Content

You are responsible for any information, text, reviews, posts, images, videos or other materials or content that you post on the Site, upload to us, or transmit through the Site (“User Content”). You agree, represent and warrant that any User Content you post on the Site or transmit through the Site is truthful, accurate, not misleading and offered in good faith, and that you have the right to transmit such User Content. You shall not upload, post or otherwise make available on or through the Site any User Content protected by copyright, trademark or other proprietary right of any third party without the express written permission of the owner of such right(s). You shall be solely liable for any damages resulting from any infringement of copyright, trademark, proprietary rights, or any other harm resulting from such User Content.

PLEASE DO NOT POST OR SEND US ANY USER CONTENT, IDEAS, SUGGESTIONS, OR OTHER USER CONTENT THAT YOU WISH TO KEEP PRIVATE OR PROPRIETARY OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION. By sending any ideas, concepts, know-how, proposals, techniques, suggestions or other User Content to us, you agree that: (i) we are free to use such User Content for any purpose, (ii) such User Content will be deemed not to be confidential or proprietary (iii) we may have something similar already under consideration or in development, and (iv) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. Be aware that we have no obligation to keep User Content confidential unless explicitly stated. 

User Content License: By submitting User Content to us directly or indirectly (including through any use of third party social media platforms directed at us), you grant to us (or warrant that the owner of such information and material has expressly granted to us) a royalty-free, perpetual, sublicensable, irrevocable, and unrestricted right and license: (a) to use, reproduce, display, modify, adapt, publish, perform, translate, transmit and distribute or otherwise make available to others such User Content (in whole or in part and for any purpose) worldwide; (b) to incorporate such User Content in other works in any form, media, product, service or technology now known or hereafter developed for any purpose, including sale, manufacture or advertising (and to exercise all intellectual property rights associated with such products or other works); and (c) to use your name, screen name, location, photograph, avatar, image, voice, likeness and biographical information provided in connection with the User Content in any and all media and for advertising or promotional purposes. You also hereby grant each user of the Sites a non-exclusive license to access your User Content through the Site, and to tag, rate, review, comment on, use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Agreement. Additionally, you irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of your User Content that you may have under any applicable law or legal theory. Notwithstanding the foregoing, please note that any personally identifiable information you submit to us through the Health Services, our “contact us” forms, job application portals or other forms that are intended to be confidential will be handled in accordance with our Privacy Policy and will not be publicly disclosed, except as described in our Privacy Policy or otherwise approved by you.

• Copyright Infringement Notices

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

If you believe that any Content on the Site infringes upon any copyright which you own or control, you may send a written notification to our designated copyright agent (the “Designated Agent”), identified below, with the following information:

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

Designated Agent: UCM Digital Health, Inc. 

Email: registrations@ucmdigitalhealth.com 

Subject Line: Copyright (or Other) Infringement 

Address: 216 River St 3rd Floor Troy, NY 12180

Phone: 844-484-7362

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

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

• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled;
• Your name, mailing address, telephone number and email address;
• The following statement: “I consent to the jurisdiction of [insert one of the following: (1) “the Federal District Court in which my mailing address is located”, or (2) if you reside outside of the United States, “the United States District Court for the Northern District of New York”];”;
• The following statement: “I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent”;
• The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled”; and
• Your signature, in physical or electronic form.

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

• Accounts 

Some portions of our Site allow you to register for an account (“Account”). In general, you are not obligated to register for an Account in order to access the Site as a Visitor. However, Register Users are required to set up an account prior to accessing Health Services and other portions of the Site. When you set up an Account, you are required to enter your name, email address, password (“Password”) and certain other information requested by UCM depending on whether you are a Member or Health Care Provider. We may reject, and you may not use an email address or Password (collectively, “Account Information”) for any reason in our sole discretion. For example, we may reject an email address that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; or that is offensive. 

You must be 18 years or older to become a Registered User. If you are under 18 (a “Child”), you must have the permission of your parent or legal guardian to use the Site and the Services. Children may only use the Site and Services through a Child Account (see section below).  

Account Information & Security: You may not transfer or share your Password or Account (collectively, the “Account Information”) with anyone. You are responsible for maintaining the confidentiality of your Account Information. You agree to notify us immediately upon becoming aware of any unauthorized use of your Account Information or any other breach of security. You are responsible for any and all use of your Account. Notwithstanding the above, UCM may rely on the authority of anyone accessing your Account or using your Password and in no event and under no circumstances shall we be held liable to you for any liabilities or damages resulting from or arising out your use of the site, your use of Account Information or your release of the Account information to a third party. You may not use anyone else’s Account at any time, and may only maintain one Account at time.

Children’s Accounts:  If you are a Member with an Account, you have the ability to create, register and approve an account to permit a Child for whom you are a legal parent or guardian to access the Services (a “Child Account”). From your Account, you have the ability to monitor and manage each Child Account associated with your User Account. You shall be liable for the acts, omissions and defaults arising from the use of such Child Accounts as if they were your Account’s own acts, omissions or defaults. You acknowledge that we may choose, but are not obligated, to make any inquiries, either directly or through third parties, that we deem necessary to validate your registration information, including without limitation engaging third parties to provide identity verification services. We reserve all rights to take legal actions against anyone who misrepresents personal information or is otherwise untruthful about their identity with respect to an Account or a Child Account.

If you register, approve or consent to the registration of, or otherwise assume responsibility for any Child Account, you represent and warrant that you are such Child’s legal parent or guardian, and you agree to be bound by these Terms of Use on behalf of such child, including without limitation being liable for all use of the Child Account and the Services by the Child. 

If you are or become aware of a User under the age of 18 who is not using the Site or the Services in accordance with this Section, or if you have concerns about other users on the Site, please contact our team immediately (844-484-7362). You acknowledge that we cannot guarantee the accuracy of any information submitted by any user and we are not obligated to verify the identity of any user, including any user’s claim to be a parent, or to verify that a parent identified by a child or other party during registration is such child’s actual parent or guardian. If we discover that you have created an account that violates this Agreement, we reserve the right to terminate your User Account or Child Account, as applicable. 

Parental Controls:  Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at OnGuard Online. Please note that we do not endorse any of the products or services listed at such sites. 

• Your Use of the Site; Code of Conduct 

While using our Site, you are required to comply with all applicable statutes, orders, regulations, rules and other laws, and UCM’s policies. You may not use the Site for any fraudulent or unlawful purpose, and you may not take any action to interfere with the Site or any other party’s use of the Site. In addition, we expect users of the Site to respect the rights and dignity of others. For example, you may not do any of the following when using the Site:

• Post, upload, share, transmit, distribute, facilitate distribution of or otherwise make available to or through the Site any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
• Post to or transmit through the Site any sensitive personally identifiable information about yourself or third parties, such as social security, credit card or bank account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us;
• Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site;
• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site, or express or imply that we endorse any statement you make;
• Violate, or attempt to violate, the security of the Site;
• Disseminate on the Site any viruses, worms, spyware, adware, or other malicious computer code, file or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software or equipment;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Site;
• Build a competitive product or service using the Site, build a product or service using similar ideas, features, functions, or graphics as the Site or determine whether the Site are within the scope of any patent;
• Interfere in any manner with the operation or hosting of the Site or monitor the availability, performance, or functionality of the Site;
• Use any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Site or to collect any information from the Site or any other user of the Site; or
• Assist or permit any persons in violating this Agreement or other applicable laws or rules governing the use of the Site.

YOU ALONE ARE SOLELY RESPONSIBLE FOR THE CONTENT OF YOUR MESSAGES, POSTINGS AND MATERIALS, AND FOR ANY AND ALL CONSEQUENCES OF OR RELATING TO THE POSTING, TRANSMITTAL OR SUBMISSION OF SUCH MESSAGES AND MATERIALS. UCM RESERVES THE ABSOLUTE RIGHT TO DETERMINE WHAT CONSTITUTES INAPPROPRIATE ACTIVITY AND ABUSE OF SITE PRIVILEGES, IN OUR SOLE DISCRETION. WE RESERVE THE RIGHT TO DELETE FROM THE SITE ANY INAPPROPRIATE MATERIAL POSTED BY YOU AT ANY TIME. A SINGLE VIOLATION OR REPEAT INFRINGEMENT WILL RESULT IN THE SUSPENSION OR TERMINATION OF YOUR REGISTRATION AND/OR SITE PRIVILEGES.

Linking: You are granted a limited, non-exclusive right to create text hyperlinks to the Site for informational purposes, provided such links do not portray us in a false, misleading, derogatory or otherwise defamatory manner and provided that the linking Site does not contain any material that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising. Additionally, notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, we grant to the operators of public search engines permission to use spiders to copy Content from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such Content, but not caches or archives of such Content. We may revoke these permissions at any time. 

• Downloads 

The Site may allow you to download certain Content, applications, software, and other information or materials. UCM makes no representation that such download will be error or malware free or fit for a particular purpose. Certain downloads may be subject to a separate agreement either with UCM or a third party, for example an agreement with a mobile application store. 

• Our App

You can download or App via a third-party service such as an application store. Your use of the third-party service may be subject to additional terms related to that service from the service provider (“App Store Provider”). WE ARE NOT LIABLE IN ANY WAY FOR, AND MAKE NO REPRESENTATIONS OR WARRANTIES RELATING TO, ANY SUCH THIRD PARTY SERVICE OR ANY CLAIM OR DAMAGE RESULTING FROM YOUR USE OF SUCH THIRD PARTY SERVICE.

You acknowledge that this Agreement and your use of an App is between you and us only, and not with any App Store Provider or its affiliates or subsidiaries. As between us and an App Store Provider, we are solely responsible for the App and its Content. If anything in this Agreement conflicts with any usage rules for the App from an App Store Provider, such terms from the App Store Provider control (only so far as those terms conflict with this Agreement, and then exclusively for your use of the App). All rights you have to use the App are for use only on appropriate products (which may require branding from the App Store Provider or other entities) and are non-transferable, except that the App may be accessed and used by other accounts associated with the you via features like Apple’s Family Sharing (or similar features from other App Store Providers) or volume purchasing. We are solely responsible for providing any maintenance and support services for the App, as specified in this Agreement or as required under applicable law. No App Store Provider has any obligation whatsoever to furnish any maintenance and support services for the App, nor any warranties for the same. 

WE DISCLAIM ALL WARRANTIES RELATED TO ANY APP. However, in the event that the App fails to conform to any applicable warranty that we cannot disclaim according to applicable law, you may have the right to notify the App Store Provider, and the App Store Provider may refund the purchase price for the App. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO APP STORE PROVIDER WILL HAVE ANY OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APP, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY IS OUR RESPONSIBILITY.

We, not the App Store Provider, are responsible for addressing any claims relating to the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, (iv) claims that the App infringes a third party’s intellectual property rights as well as the investigation, defense, settlement and discharge of any such intellectual property infringement claim. By using the App, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.  You acknowledge and agree that the App Store Provider, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement and your use of the App, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

• Text Messaging 

UCM and/or our Health Care Providers may contact you by short message service (“SMS”) text message from time to time regarding your Account or the Services to provide appointment reminders, check-ins regarding care, administrative messages and other communications about the Services (“SMS Communications”). These SMS Communications are considered part of the Services and your Account.

By agreeing to these Terms and providing your telephone number to us or our affiliates, you consent to receive SMS Communications from or on behalf of UCM and our Health Care Providers at the telephone number you provided. BY GIVING THIS CONSENT, YOU ARE AGREEING TO THE DISPUTES, ARBITRATION, AND CLASS ACTION WAIVER OF THIS AGREEMENT AS WELL AS THE REST OF THE TERMS HEREIN, INCLUDING THE LIMITATION OF LIABILITY.

You can stop receiving SMS Communications at any time by texting “STOP” to the number from which you receive the SMS Communications. You agree that if you request to opt out from future SMS Communications, we or our Health Care Providers may send you a one-time opt-out confirmation SMS text message. After this, you will no longer receive SMS Communications from UCM or its Health Care Providers. You may also reply “HELP” on to any SMS Communication to receive more information, including a customer contact number. Message and data rates may apply to any SMS Communications, and consent to a program is not required for use of our Services. Our SMS Communication programs may send automated reoccurring texts. Neither UCM nor mobile carriers are liable for delayed or undelivered messages. You must notify us if you give up a telephone number that is subscribed to a text message marketing program or if the number is otherwise reassigned. To do so, or find out more information on our text message marketing programs, contact us. Our Privacy Policy applies to text message marketing programs. 

• Third Party Terms and Links

Third Party Terms: You acknowledge that portions of the Services that we provide to Registered Users include content and services that are provided by third parties (“Third Party Services”), including Wolters Kluwer. By agreeing to these Terms of Use, you also accept the third party terms and conditions governing the provision of Third Party Services:

https://www.wolterskluwer.com/en/solutions/lexicomp/about/eula

Third Party Links: We may provide on the Site, solely as a convenience to users, links to websites, social media pages, mobile applications or other services operated by other entities. If you click these links, you will leave our Site. If you decide to visit any external link, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked Sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links; or that any linked Site is authorized to use any of our trademarks, logos or copyright symbols. In the event that any external website relates to the provision of medical, healthcare or related services and/or items – or any other product or service – a link to such third-party website on the Site does not constitute a referral or recommendation by UCM of the healthcare provider or supplier or an endorsement of or representation about the quality of their products, services, qualifications, credentials or experience. 

We may maintain a presence on and link to social media websites, including Facebook, LinkedIn, Google Plus, Twitter, YouTube, TikTok, Pinterest and Instagram, and others (collectively, “Social Media Pages”), to provide a place for people to learn more about us and our services and to share experiences with our products. When you visit these Social Media Pages, you are no longer on our Site, but rather a website operated by a third party. All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values or ideas. All visitors to our Social Media Pages must comply with the respective social media platform’s terms of use.

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

• Termination 

Termination: These Terms of Use are in effect until terminated by you or UCM. We may terminate this Agreement by notifying you using any contact information we have about you or by posting such termination on the Site, including in your Account. You may terminate this Agreement by providing written notice of termination, including your detailed contact information and any Account information or other Site credentials, to us using the information in the , Contact Us section. In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit, or terminate all or a portion of your access to the Site or any of its features at any time with or without notice and with or without cause, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. We may be protected for liability from these actions under the Communications Decency Act, 47 U.S.C. § 230. The provisions of this Agreement concerning protection of intellectual property rights, authorized use, user submitted content, disclaimers, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

Upon any such termination, (i) you must destroy all Content obtained from the Site and all copies thereof, provided that this requirement shall not apply to any of your medical records obtained through the use of the Services; (ii) you will immediately cease all use of and access to the Sites; (iii) we may delete or disable access to any of your User Content at any time, subject to applicable law; (iv) and we may delete your Registered User Account at any time. You agree that if your use of the Site is terminated pursuant to this Agreement, you will not attempt to use the Site under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of the Site after termination will be a violation of this Section, which survives any termination. 

Even after the termination of this Agreement or of your Account or access to the Site, any User Content you have posted or submitted may remain on the Site indefinitely.

• Disclaimer of Warranty

IN ADDITION TO ALL OTHER DISCLAIMERS DESCRIBED HEREIN, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY OR RELIABILITY OF THE CONTENT AVAILABLE ON A SITE OR ANY OTHER SITES LINKED TO OR FROM A SITE. DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH A SITE IS DONE AT YOUR OWN RISK. THE CONTENT OF THE SITE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. 

• Limitation of Liability

IN ADDITION TO ALL OTHER LIMITATIONS OF LIABILITY DESCRIBED HEREIN, UCM, AS WELL AS OUR AGENTS, SUPPLIERS, SERVICE PROVIDERS AND RETAILERS (COLLECTIVELY, THE “RELEASEES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR THE INABILITY TO USE THE SITE, THE SITE CONTENT (INCLUDING BUT NOT LIMITED TO WELLNESS CONTENT) OR EXTERNAL LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, OR ANY COMPUTER VIRUS OR FAILURE.

RELEASEES WILL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA OR PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. REGARDLESS OF THE PREVIOUS SENTENCES, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF THE ACTUAL TOTAL AMOUNT RECEIVED BY US FROM YOU OR THE LOWEST LIABILITY LIMITATION ALLOWED BY APPLICABLE LAW.

• Indemnity 

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

• Disputes, Arbitration and Class Action Waiver

This section does not apply to you if you are a Health Care Provider (as defined above). 

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Except as may be otherwise described herein, any dispute, claim or controversy arising out of or relating to this Agreement, other agreements on the Site, or the Privacy Policy, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be either determined by binding arbitration in Rensselaer County, New York before one arbitrator or submitted to small claims court in Rensselaer County, New York. If the arbitrator finds this location to be unreasonably burdensome to you, a new location may be selected or arbitration may be conducted over the phone, using video conferencing, or similar. You may be entitled to an in-person hearing near your place of residence. Judgment on the award may be entered in any court having appropriate jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration arising out of or related to this Agreement shall be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement, including Rules 16.1 and 16.2. Reasonable discovery will be allowed during arbitration in accordance with these rules. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267 (within the USA).

No Class Actions: EXCEPT FOR COORDINATED CLAIMS (AS DEFINED BELOW), YOU AGREE THAT ANY CLAIMS OR ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND WE ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. Further, except for Coordinated Claims (defined below), unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with your or our claims respectively and may not otherwise preside over any form of a representative or class proceeding.

If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void and shall be severed from the remainder of this Agreement.

The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. 

Seeking Arbitration: If you believe you have a dispute with us, prior to initiating arbitration or filing a claim in small claims court, you must first call our customer service representatives and present your claim or dispute to allow us the opportunity to resolve the claim or dispute. Similarly, if we believe we have a dispute with you, our customer service representatives will first contact you in an attempt to resolve the dispute. If the dispute cannot be resolved by customer service and either you or we intend to seek arbitration, the party wishing to initiate arbitration must send to the other party, a written notice of the claim (“Notice”). Your Notice to us must be delivered by certified mail and addressed to: UCM Digital Health, Inc. 216 River Street 3rd Floor, Troy, NY 12180. If we initiate arbitration, we will send a written Notice to an email address or other contact information you have previously provided to us, if available. We may also use any other means to contact you, including a message in your Account. A Notice, whether sent by you or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or we may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. Except in the event of a Coordinated Claim (as defined below), if you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, we will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000 or the arbitrator determines the claims are frivolous, in which event you will be responsible for filing fees.

Hearing: If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules.

Award: In the event arbitration awards you damages of an amount at least US$100 greater than our last documented settlement offer, we will pay your awarded damages or US$2,500, whichever is greater.

Coordinated Proceedings: If twenty-five (25) or more individuals initiate Notices of dispute with us raising similar claims, and counsel for the individuals bringing the claims are the same or are coordinated for these individuals (“Coordinated Claims“), the claims shall proceed in arbitration in a coordinated proceeding. Counsel for the individuals and counsel for UCM shall each select five (5) cases to proceed first in arbitration in a bellwether proceeding (“Test Cases“). The remaining cases shall not be filed in arbitration until the first ten (10) have been resolved. If the parties are unable to resolve the remaining cases after the conclusion of the Test Cases, each side may select another five (5) cases to proceed to arbitration for a second bellwether proceeding. This process may continue until the parties have determined an objective methodology to make an offer to resolve each and every outstanding claim. A court will have authority to enforce this clause and, if necessary, to enjoin the mass filing of arbitration demands against UCM. Individuals bringing Coordinated Claims shall be responsible for up to US$250 of their filing fees or the maximum permissible under the applicable arbitration rules. All applicable statutes of limitations and defenses based upon the passage of time will be tolled while the Coordinated Proceedings specified in this Section are pending. We will take such action, if any, required to effectuate such tolling.

Injunctive Relief: Notwithstanding the foregoing, you and we both agree that you or we may sue in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of this Agreement unenforceable, that portion shall not be effective and the remainder of the Agreement shall remain effective. No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

Confidentiality: The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

Governing Law and Rules: This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, exclusive of conflict or choice of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.

• Terms for Users in Specific Jurisdictions 

The following terms apply to users that are residents and users of certain jurisdictions: 

New Jersey Users: If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) Disclaimer of Warranty; (b) Limitation of Liability; (c) Indemnity; and (d) under Disputes, Arbitration and Class Action Waiver, the Arbitration terms, the Class Action Waiver and the governing law terms (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.

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

Users Outside the United States: WE MAKE NO REPRESENTATION THAT THE INFORMATION AND MATERIALS ON THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OTHER THAN THE LOCATION(S) FOR WHICH THE SITE IS DIRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE SITE OR ANY PART THEREOF IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with all local statutes, orders, regulations, rules, and other laws. You are also subject to United States export controls and are responsible for any violations of such controls, including without limitation any United States embargoes or other federal rules and regulations restricting exports.

• Consent to Communication 

When you use the Site or send communications to us through the Site, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Site. We may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting User Content, creating a Registered User Account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.

• Severability

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

• Additional Policies 

This Agreement applies exclusively to your access to, and use of, the Site and does not alter in any way the terms or conditions of any other agreement you may have with us for services, programs or otherwise. Additional policies and terms may apply to use of specific portions of the Site and to the purchase of certain services and are included as part of this Agreement whether they reference this Agreement or not.

Other types of agreements and policies that you may be subject to include, but are not limited to:

• Consents for telehealth services; 
• Payment Agreements;
• HIPAA Release Forms; 
• Agreements governing our relationship with you if you are a Health Care Provider; 

Other policies and agreements are typically found by navigating the Site, typically by checking Site headers, footers and menus.

We have also adopted a Privacy Policy and a HIPAA Notice of Privacy Practices that you should refer to in order to fully understand how we use and collect information. To learn about our privacy practices, Privacy Policy and Notice of Medical Information Privacy Practices.

Should we employ you, none of the materials provided on the Site constitute or should be considered part or of an employment contract or an offer for employment. 

• Updates to these Terms of Use

We may revise or otherwise change or update these Terms of Use from time to time. We will use reasonable efforts to notify you of such changes. However, please check the “Last Updated” legend at the top of this page to see when these Terms of Use were last revised. When changes are made to these Terms of Use they will become immediately effective when published on this page unless otherwise noted. We encourage you to periodically review these Terms of Use―there may have been changes to our policies that may affect you. If you do not agree to the Agreement as modified, then you must discontinue your use of our Site. Your continued use of the Site will signify your continued agreement to this Agreement as revised. We will make reasonable efforts to notify you of material changes to this Agreement. Such efforts might include posting notice on the Site, an email to the address we have on file, or a message in your Account.

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

• Contact Us

If you have any questions or concerns about these Terms of Use or need to deliver to us updated information regarding your Account, please email us at customersupport@unitedconciergemedicine.com, call us at (1-844) 4-VIP-DOC ((844) 484-7362), or write to us at 5 South Side Dr., Ste. 11-164, Clifton Park, NY 12065. We will attempt to respond to your questions or concerns promptly after we receive them.