Terms of Use

1. Introduction

Your use or access of the Services is subject to these Terms of Use and Privacy Policy. These establish certain rules for using Our Services and cover how we collect, use, share and store your data.

1.1. Services. The Leap Health and related websites, applications, and services (collectively “Services”) are operated by CureMD.com, Inc (“Leap,” “we”. “our” or “us”). The Services are intended to be used by physicians, patients and all other individuals that wish to use the Services (“you” or “your”). The Services that you obtain from us or our third-party contractors is for informational, communicative, scheduling and payment purposes only. Services include, without limitation, booking medical appointments, receiving appointment-related messaging, utilizing the video service, scheduling pages maintained by us on behalf of third parties and appointment scheduling technology integrated into third party services.

1.2. Terms. By registering, accessing or using our Services (as a registered or unregistered user), you are agreeing to enter into a legally binding contract with us. If you create our account or use or access 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 Terms of Use on such individual’s or entity’s behalf and bind them to this Terms of Use (in which case, the references to “you” and “your” in this Terms of Use, except for in this sentence, refer to that individual or entity).

i. Providers. If you are a “Provider” or are accessing the Services on behalf of a Provider, as defined under the Health Insurance Portability and Accountability Act of 1996 (‘HIPAA’), you may have signed the Services Agreement, Business Associate Agreement or any other document prescribing terms and conditions for the Services (‘Provider Documents’). In case of a conflict between the Terms of Use and Provider Documents, the Provider Documents shall prevail.
ii. Patients. If you are a Patient, your use of Telemedicine services will be governed by the Telemedicine Solution Services Agreement (‘Patient Documents’). In case of a conflict between the Terms of Use and Patient Documents, the Patient Documents shall prevail.

1.3. Privacy. The Privacy Policy applies to use of the Services, and its terms are hereby incorporated and made a part of this Terms of Use.

1.4. Minimum Age. The Services are not intended for individuals under 18 years of age (‘Minimum Age’). By using the Services, you represent that you are the Minimum Age. If you are using the Services on behalf of an individual under the Minimum Age, you represent that you are authorized by such individual to accept the Terms of Use and Privacy Policy on their behalf. Creating an account with false information is a violation of the Terms of Use, including accounts registered on behalf of any person or persons under the Minimum Age. We shall bear no responsibility or liability for verifying whether you are, or anyone on behalf of whom you register an account is, the Minimum Age.

Adult patients can grant account access to other adults (18+) (“Authorized Proxy User”) by completing a Proxy Access Consent Form. This access remains active until revoked by the patient through their account or by notifying us or their practice. We may revoke proxy access at any time unless otherwise required by law. An Authorized Proxy User can access and manage your health record, including reviewing and updating health information, communicating with Providers, and performing permitted transactions. You are fully responsible for verifying the identity and overseeing the usage of any Authorized Proxy User you choose. We assume no responsibility or liability for any access to or use of your account and information by any Authorized Proxy User.

If the law requires you must be older than 18 years of age in order to access or use the Services without parental consent (including use of your Personal Information), then the Minimum Age shall be such older age.

1.5. United States Only. By accessing or using the Services, you represent you are using ad accessing Services from United States of America, as a resident.

1.6. Modification. We reserve the right to modify the terms of this Terms of Use and Privacy Policy from time to time. We shall notify you about any material changes in order to provide you with an opportunity to review the amendments. Your continued use of the Services shall constitute acceptance of the changes. We advise you to periodically review the terms of this Terms of Use and, if you object to the terms, you can terminate this contract by not using or accessing the Services. Any disputes under this Agreement will be governed by the version of Agreement in effect at the time of the first event which gave rise to the dispute.

1.7. Right to Modify or Discontinue 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 or any part of the existing Services. Under no circumstances will we be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new Services will be governed by this Terms of Use.

1.8. Freedom of Choice. You acknowledge that your use of the Services is voluntary and you are aware that there are other forms of practice management solutions available for use.

2. Medical Disclaimers & Disclosures

We are not a health care provider and use of the Services does not establish a healthcare provider/patient relationship between you and us, and communications with healthcare providers through our platform are not in “real-time”.

Our Content
We use this website and other websites and branded social media sites to provide general information about healthcare topics. The content, including text, videos, graphics, images, quoted information, and other materials (“Content”), is provided for reference only. Content may not be complete, up-to-date, exhaustive, or applicable to any individual’s medical condition. It is not medical advice and should not be used for diagnosis or treatment. Always consult your doctor or healthcare provider before making any healthcare decisions. Reliance on any Content is solely at your risk. Follow your physician’s advice regardless of any information read on our platform. We assume no duty to correct or update the Content or resolve any inconsistencies. References to specific products, procedures, physicians, treatments, or diagnoses are informational only and not endorsements by us.

AI Functions
We may provide certain features or content powered by artificial intelligence (“AI Functions”) through the Services. We make no representations or warranties regarding the AI Functions, which are provided “AS IS” and should be used at your own risk. You are responsible for determining their suitability and for any reliance on their accuracy, completeness, or usefulness. Do not act or refrain from acting based on information from the AI Functions. We do not monitor interactions with the AI Functions and are not liable for any information they generate. AI Functions may provide incomplete, incorrect, or offensive information that does not represent our views. References to third-party products or services does not imply endorsement. We are not liable for any errors, omissions, or damages resulting from your use of the AI Functions.

We may earn a commission from Providers through provision of the Services.
To help you find Providers who may be suitable for your needs, and enable the maximum choice and diversity of Providers participating in the Services, we will provide you with lists and/or profiles of Providers. These results are based on information that you provide to us.

By accessing and using the Services, you agree to the following:

2.1. The Services are NOT a substitute for professional medical advice, diagnosis or treatment, and are for informational and educational purposes.

2.2. You shall NOT use the Services for emergency medical needs. If you have an EMERGENCY, YOU SHOULD IMMEDIATELY 911 AND REQUEST EMERGENCY CARE ASSISTANCE.

2.3. You shall choose a Provider for your medical needs at YOUR SOLE RISK AND DISCRETION. We (a) do not employ, refer, recommend, or endorse any Providers, (b) do not make any representations or warranties with respect to these Providers or the quality of the services they may provide, and (c) are not responsible for ensuring that information (including credentials) a Provider provides about himself or herself is accurate or up-to-date. In addition, to the extent that we serve as a platform for, or provide technical support to, the provider directory associated with your health coverage, Providers will appear in the directory based on criteria determined by your health plan or plan sponsor, as applicable.

2.4. Procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals, patients or all clinical situations. Any procedures, products, services or devices represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.

2.5. While all qualified Providers are eligible to use our Services, our lists of Providers are not exhaustive. Some Providers listed through the Services enter into contracts with us, and may pay us fees in order to be marketed through or to use the Services. If you book an appointment with a Provider through the Services, we may receive a commission.

3. Sponsored Results/Paid Advertisements

We receive additional fees for showing you sponsored content.
We may show you advertisements or sponsored results (“Sponsored Results”) through the Services, including above or interspersed within the search results. We receive additional fees from Providers for including them in Sponsored Results, and such Sponsored Results are not, and should not be considered, an endorsement, referral or recommendation by us of the healthcare provider. Sponsored Results are conspicuously labeled as “Sponsored Results” or “Paid Ads” in the Services.

4. Recording & Transcription

You have the option to record and transcribe meetings between Patients and Providers.
We provide you with the option of recording and transcribing meetings conducted through the use of the Services. When you enable the option to record the meeting, we send a notification to all parties to the communication requesting their consent to record the meeting. We require the consent of all parties to a meeting before recording the meeting. If any party refuses to provide consent, the meeting shall not be recorded or transcribed.
You may withdraw your consent during the course of the meeting to end the recording and transcription.
By using the option to record and transcribe meetings, you are giving us consent to access, store, retain, record and transcribe the meetings in accordance with the Privacy Policy.
The meetings shall be transcribed in the English Language. We do not provide translation services. We cannot guarantee the efficacy or accuracy of the transcription or recording services and do not accept liability for any loss or damage, whether direct or consequential, suffered by you as a result of the transcription or recording of meetings.

5. Third-Party Content, Sites, Apps & Services

Third-parties may offer their own content and services through our Services. We shall not be responsible for such third-party activities.
You may come across content, sites, apps and services published or provided by third-parties through our Services (‘Third-Party Services’). We do not have any control over and are not responsible for the actions or activities of Third-Party Services and we do not guarantee the accuracy, efficacy, fitness for intended purpose or merchantability of the Third-Party Services. We do not endorse any Third-Party Services. You agree that you shall use Third-Party Services at your sole risk and discretion.
your use of Third-Party Services shall be governed by our Third-Party Terms and any additional terms and conditions that the third-party service providers may establish from time to time. Your interactions with Third-Party Services on or through our platform or Services, including payment and delivery of third-party goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. We shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Services.

Application Stores. The availability of our mobile application depends on third-party stores like the Apple App Store or Google Play (“Application Provider”). Each Application Provider has its own terms, which you must comply with. Our terms prevail in case of conflict. We are responsible for the application and related claims, not the Application Provider. Use the application with devices you own or control. The Application Provider is not obliged to provide support or handle warranty claims. In case of issues, their liability is limited to a refund.

Review Sites. When using our Services, you must adhere to the Terms of Service of major review sites like Google, Facebook, and Yelp. Review gating is prohibited; all customers must have equal opportunities to provide feedback regardless of their experience. Compliance with sites prohibiting review solicitation, such as Yelp, is required. If you attempt to bypass third-party review site policies, we will notify you and allow 30 days for corrective action. Failure to comply may result in account suspension.

6. General User Obligations

You agree to use our Services in accordance with certain restrictions and obligations set forth under this Terms of Use.

6.1. Your Account Credentials. When you create our Account, you will provide an email address and create a password (collectively, “Credentials”). You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You should keep your Credentials private and immediately notify us if your password has been stolen or compromised by sending an email to support@leaphealth.ai you promise to provide us with accurate, complete, and updated registration information about yourself. You may also be able to connect to the Services maintained by a third party company, such as Facebook, Inc., Google LLC (“Google”) or Apple Inc. (“Apple”). If you connect to the Services through a Third-Party Service, you give us permission to access and use your information from such Third Party Service as permitted by such Third Party Service, and to store your log-in credentials for such Third Party Service. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on such Third Party Service.

6.2. Healthcare Expenses. While it’s free to create our account and download our app, you are still responsible for your healthcare expenses. Any charges for any medical or related services rendered by healthcare providers will apply and will be entirely your responsibility.

6.3. Healthcare Information. You are responsible for ensuring that all information that you provide to us is accurate and up-to-date, including your insurance information. Some Services may not be available through us or your Provider depending upon a number of factors, including your insurance participation.

6.4. Disputes. If there is a dispute between participants on this site or Services, or between users and any third party (including but not limited to Patients or Providers) (‘Disputes’), you agree that (i) we are under no obligation to become involved, and (ii) you shall resolve the Dispute directly with the concerned party or parties to the Dispute. In the event that you have a dispute with one or more other users or Patients/Providers, you release us, our directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such Disputes and/or our Services.

6.5. Legal Compliance. You may only use the Services for lawful, non-commercial purposes. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. You may not use the Services 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 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 Services (including, without limitation, healthcare provider content, appointment availability, price information, and Insurance Content, defined below) for any purpose whatsoever.

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

7. Responsibilities of Healthcare Providers and Others in the Healthcare or Medical Industries.

If you are a Provider, you are bound by certain responsibilities regardless of whether or not you have our Account.

7.1. If you are a Provider or other person or entity in the healthcare or medical industries, regardless of whether you maintain our Account or whether you schedule or intend to schedule appointments through the Services, you acknowledge and agree that:

a. 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 patient or prospective patient;

b. 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; and

c. You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices (including but not limited to booking fraudulent healthcare appointments), or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.

8. Prohibited Conduct

You are prohibited from certain conduct whilst accessing or using the Services. If you engage in any prohibited activity, we may suspend or terminate your access to the Services.

8.1. In addition to any conduct expressly prohibited throughout the Terms of Use, during your access and use of the Services, you agree that you will not:

a. Post or transmit sexually explicit, vulgar or unlawful content, or content that would defame, threaten, harass, abuse, slander or embarrass any individual or any user of these Services;

b. Infringe the intellectual property rights, trade secrets, right to privacy, right to publicity, or any other rights of any third party or us;

c. Violate local, state, national or international laws;

d. Engage in conduct that would harm minors in any way;

e. Attempt to harm, interrupt or destroy these Services, or any computer software or hardware; through the use of cancel bots, denial of service attacks, flood pings, forged routing or electronic mail address information, harmful code, packet or IP spoofing, phishing, Trojan horses, viruses, or similar methods or technology;

f. Use any deep-link, page-scrape, robot, spider, or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services

g. Use any device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services or any content, or in any way engage in the reproduction or alteration of the navigational structure or presentation of the Services or any content, to obtain or attempt to obtain any confidential information;

h. Violate the privacy rights of other users;

i. Imply or state that you are affiliated with or endorsed by us without our express consent

j. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;

k. Monitor the Services’ availability, performance or functionality for any competitive purpose;

l. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;

m. Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services)

n. Misrepresent your identity or impersonate any other person or entity;

o. Advertise or solicit business;

p. Engage in manipulation or forgery, that would disguise the origin of any content on the Services;

q. Violate any applicable law or regulation;

r. Collect, harvest, trace or reverse information about other users or visitors of the Services, without their express consent;

s. Assist any third party in engaging in any activity that would violate this Terms of Use; or,

t. Engage in action that would place unreasonable or disproportionate load on the infrastructure of the Services, our systems or networks, or any systems or networks connected to the Services or us;

u. Attempt to obtain unauthorized access to any website or mobile device through the Services;

v. Engage, directly or indirectly, in transmission of chain letters, junk mail, spam or any other type of unsolicited solicitation;

w. probe, scan or test the vulnerability of the Services or any network connected to the Services, or breach the security or authentication measures on the Services or any network connected to the Services;

x. attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate any of the Services, or otherwise alter, defraud, or create false results from any of the Services; or

y. create or assist any third-party in creating any product or service that competes directly or indirectly with any of the Services;

You represent and warrant that: (i) all information you provide is true, accurate, current, and complete and you agree to update your information as necessary; (ii) your use of our Services and platform will comply with all applicable laws, regulations, and guidelines, including healthcare, data protection, and privacy laws; (iii) you have obtained all necessary consents and authorizations to provide and share personal health information and personally identifiable information through the portal; (iv) you agree to use the Services solely for lawful purposes in accordance with this agreement, the privacy policy, and any applicable third-party terms; (v) you will ensure the security and confidentiality of any information accessed or transmitted; (vi) you have the necessary rights, licenses, and permissions for any content you upload and that your use will not infringe on third-party intellectual property rights; and (vii) if you are a healthcare provider, you warrant that you are a licensed professional in good standing and authorized to provide medical services in your jurisdiction, and that you will adhere to all applicable medical standards, laws, and professional guidelines.

9. Unauthorized Access & Use of Services.

You agree to notify us immediately of all unauthorized use of the Services and if the security or secrecy of the Services has been compromised due to your actions or the actions of any third-party and immediately deactivate such account. You may be held responsible for any losses incurred by us or any other user of the Services, that are in any way related to your violation of the Terms of Use. You are solely responsible for ensuring that your use of the Services is in total compliance with the Terms of Use.

10. Monitoring; Access; Verification

We reserve the right to access, monitor and record your use of the Service, including without limitation audio and video recording and collection of your information and date to (i) operate and monitor the Services properly; (ii) protect itself or others; (iii) maintain accounting records regarding the usage of the Service by you; (iv) verify the list of Customers; (v) improve and develop research and Services and (vi) retrieve usage patterns, behaviors, trends, error reports.

11. Personal Information & Protected Health Information

11.1. Personal Information. You hereby authorize us to access, use, transfer, store, retrieve and export your Personal Information (“Personal Information” means, without limitation, your name, address, social security number and contact information, insurance information, Protected Health Information, medical history and current medical needs, billing information, and other personally identifiable information) in accordance with the Privacy Policy, including without limitation from your healthcare providers and third party repository on your behalf.

11.2. Protected Health Information. You may elect to enter certain medical information or Protected Health Information into the Services, including by requesting an appointment or filling out a medical history form on behalf of yourself or a third party from whom you have authorization to provide such information. “Protected Health Information” shall have the meaning assigned under HIPAA. You can request (and in doing so, authorize) us to provide this information to your chosen Provider. You acknowledge and agree that we shall access, transfer and use this information in accordance with its Privacy Policy.

12. Insurance Content.

Insurance and insurance related Content (including, without limitation, insurance coverage and benefit Content) (“Insurance Content”) is intended for general reference purposes and for your convenience only. Insurance Content may be based on Personal Information you provide to us as well as Provider content (such as CPT codes and other encounter data). Insurance Content may also be provided either directly by the Provider you identify or via a third-party clearinghouse. Insurance Content can change frequently and may become out of date, incomplete or inaccurate. You agree that you will (a) provide accurate and complete insurance-related Personal Information, and (b) verify and maintain accurate insurance-related Personal Information (including, without limitation, verifying such Personal Information obtained by automated means from an insurance card you provide). Although we strive to provide you with accurate Insurance Content, we are not responsible for any inaccurate, incomplete or outdated Insurance Content, and you are responsible for complying with subparts (a) and (b) hereof.

13. Payment and Transaction Processing

You are responsible for certain payment obligations. We disclaim all liability for any payment obligations under these Terms of Use.

You shall pay fees in the specified currency by the date in each Order Form or Statement of Work, due within 30 days of receiving our invoice unless otherwise agreed. All fees exclude applicable taxes, which you must pay, excluding our income taxes. Failure to pay fees on time constitutes a material breach, and if payment is not made within due date, we may charge a late fee (1.5% per month or the maximum lawful rate) and/or suspend or terminate Services. Service agreements auto-renew unless you provide a non-renewal notice 90 days before renewal. An 8% Innovation Fee applies to all recurring service fees at auto renewal, covering product innovations and inflation, unless otherwise agreed before in writing.

13.1. Payment and Transaction Processing. You may use our Services to pay for healthcare services, products, and other obligations, including insurance copayments. Your payment card information is processed in accordance with our Privacy Policy. We and our payment processing partner handle your card information and collect a transaction processing fee from the applicable Provider for our billing, collection, and payment services (“Transaction Processing Services”). Payment terms presented during service use are part of these Terms of Use.

13.2. Designated Provider Services. Certain Providers offer price information for healthcare and related services (“Designated Provider Services”) at or below the price indicated at the time of scheduling (“Designated Price”), through our Services. Review the price and included services carefully before scheduling an appointment. Providers must offer services at or below the indicated price unless otherwise agreed. We are not responsible for any additional or different services not included in the Designated Provider Services.

13.3. Payment of Insurance Obligations. Providers may allow you to pay your insurance obligations through our Services (“Insurance Payment Services”). We strive to provide accurate insurance information but make no guarantees. Insurance information may change and you may receive an explanation of benefits from your insurer after receiving services, potentially resulting in additional amounts owed.

13.4. Transaction Processing. Transaction processing fees will not exceed the fair market value for the services provided. Providers may charge separately for additional services. You agree that:

a. You are responsible for paying the Designated Price and any additional charges from Providers through our platform.

b. You remain responsible for all legal and contractual payment obligations, including copayments and deductibles.

c. If You use our Transaction Processing Services, we may process your payment in collaboration with our payment processing partner.

d. We are not responsible for charges for products or services provided by the Provider.

e. We are not responsible for processing charges submitted by Providers.

f. Disputes over fees must be resolved directly with the Provider.

g. You may need to accept terms from our payment processing partner for Transaction Processing Services.

h. Review all charges promptly and notify us of any disputes within 30 days.

i. We are not responsible for errors or omissions by the payment processor.

j. We do not refund payment fees upon transaction reversals.

k. You indemnify us against claims from your customers.

l. We may terminate access to Payment services if you pose too great a risk and may modify Payment Fees with notice.

m. You must return terminals upon request and handle transaction disputes.

n. We and our payment processing partner are not liable if transactions cannot be completed due to inaccurate payment information, insufficient funds, inactive payment cards, terminated accounts, unauthorized transactions, or service suspensions.

14. Support.

Subject to your compliance with the Terms of Use, we will provide online support services during business hours, which are 9:00 a.m. to 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding holidays.

15. Proprietary Rights

Our registered trademarks may not be used without prior permission. Any third party trademark(s) that appear within the Services are the property of their respective owner(s). All information contained within the Services, including, without limitation, design, animations, text, applets, illustrations, audio, data, images, music, photographs, video graphics, the selection and arrangement thereof, and software (the “Content”), are owned and/or controlled by us and/or our affiliates, and protected by worldwide copyright, trademark and other intellectual property laws. Under no circumstances shall our name be used in any advertising or publicity without the express prior written permission of us. All images used on these Services are owned or licensed by us for use on these Services only. Unauthorized use is prohibited.

16. Communications.

By voluntarily providing your cell phone and email address number to us, you agree that we and your healthcare services provider may contact you by telephone, SMS, or email that we think may be of interest to you, which may include the use of automated dialing technology, and you hereby consent to receiving such communications for transactional, operational, or informational purposes. You can opt out of receiving text messages at any time by adjusting your notification settings in your account. Note that opting out of receiving all texts may impact your use of the Services.

If you change or deactivate the phone number or email you provided to us, you have an affirmative obligation to update your account information and the phone number(s) or email address attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) or email address you attach to your account may receive our standard SMS messages unless you also unsubscribe via the above procedures. THE COMPANY SHALL NOT BE HELD RESPONSIBLE OR LIABLE TOWARDS YOU FOR YOUR FAILURE TO EITHER UPDATE YOUR CONTACT DETAILS OR TO PROVIDE ACCURATE CONTACT DETAILS.

17. Termination

We may terminate your access to any part or all of our Services at any time, with or without cause and with or without notice. We shall incur no liability towards you or any third-party for: (i) exercising our termination rights under this Terms of Use; (ii) terminating your access; (iii) removal of any of your Data from our platform. Upon termination of your access, you shall cease all use of our Services and content.

We reserve the right to investigate and, at our discretion, take appropriate legal action against anyone who violates these Terms of Use.

18. Disclaimers, Exclusions and Limitations

As used below in this section, “we”, “our” or “us” refers to its owners, its employees, representatives, agents, attorneys, affiliates, directors, officers, members, managers, volunteers and suppliers.

THE SERVICES, ITS CONTENT AND ANY INFORMATION INCLUDED ON OR PROVIDED THROUGH THE SERVICES IS PRESENTED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, ACCURACY, TIMELY, LOCATION, RESULTS, COMPLETENESS, CORRECTNESS, AVAILABILITY, SECURITY. RELIABILITY, NONINFRINGEMENT OF THIRD PARTIES’ RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED, ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, OR THAT LOSS OF DATA.

LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL WE OR THE THIRD PARTIES MENTIONED BY THE SERVICES BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER EXCEEDING $100, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY CHARACTER WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SERVICES AND/OR ITS CONTENT, YOUR USE OR DISCLOSURE OF YOUR PERSONAL OR MEDICAL INFORMATION, PERSONAL INJURY, WRONGFUL DEATH, OUR ERRORS, OMISSIONS, LOSS OF DATA OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS OF USE, WHETHER IN AN ACTION IN BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR TORT OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

YOU HEREBY ACKNOWLEDGE AND AGREE TO IRREVOCABLY WAIVE ANY AND ALL RIGHTS THAT YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 1542, OR ANY SIMILAR LAW OF ANY OTHER JURISDICTION. CALIFORNIA CIVIL CODE SECTION 1542 STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BY AGREEING TO THIS WAIVER, YOU EXPRESSLY WAIVE ANY LEGAL PROVISION THAT WOULD OTHERWISE LIMIT THE SCOPE OF THIS RELEASE TO CLAIMS CURRENTLY KNOWN OR SUSPECTED TO EXIST IN YOUR FAVOR.

19. Indemnity

You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, licensors, and suppliers, harmless from and against any direct or indirect claims, actions or demands, liabilities, damages, costs, expenses and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your: (i) violation of this Terms of Use; (ii) actions, omissions and negligence; or (iii) your use of the Services.

20. Arbitration Agreement

20.1. Intent to Resolve Disputes Amicably: The parties agree to endeavor to resolve any disputes amicably. By accepting these terms, the parties consent to resolve any disputes exclusively through arbitration, as described herein, which shall limit other legal remedies.

20.2. Third Party Beneficiaries: Third party service providers are acknowledged as beneficiaries of these Terms of Use and may enforce these terms against you.

20.3. Negotiation and Arbitration Process: The parties shall initially attempt to resolve any disputes through direct negotiations. If a dispute remains unresolved for 60 days, it shall proceed to binding arbitration to be conducted within New York County, New York. The arbitration shall be governed by the rules of the American Arbitration Association and conducted by an arbitrator experienced in intellectual property and commercial contract disputes. The decision rendered by the arbitrator shall be final and enforceable in any court of competent jurisdiction.

20.4. Time Limit for Claims: Any claim arising out of or related to this Agreement must be brought within six months from the date the cause of action arose. Claims initiated beyond this period will be irrevocably barred.

20.5. Waiver of Trial Rights: The parties waive any constitutional and statutory rights to have disputes resolved in court before a judge or jury. All disputes concerning the enforcement or interpretation of an arbitration award shall be resolved by a judge without a jury.

20.6. Individual Dispute Resolution: All claims and disputes arising under or related to this Agreement must be arbitrated or litigated on an individual basis and not on a class or consolidated basis. Multiple claims cannot be arbitrated or litigated jointly or consolidated with those of any other party.

21. Force Majeure.

We will not be deemed to be in breach of this Terms of Use or liable for any breach of this Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism (including cyber-terrorism), war, acts of aggression, invasion, third-party actions (including but not limited to criminal actions or violations of the law by a third-party), failures of any public networks, electrical shortages, Internet outage, labor disturbance, earthquakes or floods, civil disorder, strikes, fire, pandemics, epidemics, or other disaster (including without limitation, natural, technological, or social).

22. Miscellaneous.

All sections that contemplate survival will survive any termination of this Agreement, including without limitation, Disclaimers, Exclusions and Limitations, Indemnity, Prohibited Conduct, Proprietary Rights and clauses relating to governing law and jurisdiction. This Terms of Use shall be governed, construed and applied in all respects by the laws of the State of New York, without regard to any provision governing conflicts of law, and any dispute arising out therefore shall be brought before the federal or state courts located in the State of New York. If any provision of this Terms of Use is ruled by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provision(s) shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best furthers the intent of this Terms of Use, with all remaining provisions remaining in full force and effect. Your affirmative act of using the Services and/or creating our Account constitutes your electronic signature to this Agreement, which includes our Privacy Policy, and other policies. This Agreement and any other documents to be delivered in connection with the Services may be electronically signed, and any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. 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. 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 business or any assets 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. This Terms of Use and the Privacy Policy constitute the entire agreement between you and us with regard to your access and use of the Services. No counter offers to this Terms of Use shall be accepted by us, and we reject all such counter-offers. Our failure or delay to insist on or enforce strict performance of this Terms of Use shall not be construed as a waiver of any provision or any right that we have to enforce this Terms of Use. This Terms of Use does not confer any rights or remedies on any third parties.