JetPatient, Inc., Terms & Conditions Statement:
No Medical Advice
We do not provide medical advice, provide medical or diagnostic services, or prescribe medication, through the Site or otherwise. Always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you read on the Site.
NOTHING STATED, POSTED, OR AVAILABLE THROUGH THE SITE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, PHARMACY, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE. YOUR USE OF THE SITE OR CONTENT THEREON IS NOT A SUBSTITUTE OR REPLACEMENT FOR THE PROFESSIONAL JUDGMENT OF HEALTH CARE PROVIDERS IN PROVIDING MEDICAL ADVICE, DIAGNOSES, OR TREATMENT. NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SITE OR CONTENT. THIS IS TRUE WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SITE OR THROUGH ANY OTHER COMMUNICATIONS FROM JetPatient INCLUDING, WITHOUT LIMITATION, JetPatient SOCIAL CHANNELS, EMAILS OR TEXT MESSAGE LINKS TO OTHER SITES, OR ANY ASSISTANCE WE MAY PROVIDE TO HELP YOU FIND AN APPROPRIATE HEALTHCARE PROVIDER IN ANY FIELD. RELIANCE ON ANY INFORMATION PROVIDED ON THE SITE, WHETHER BY JetPatient OR ANY OTHER PARTY, IS SOLELY AT YOUR OWN RISK. IF YOU THINK YOU MAY HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL A HEALTHCARE PROFESSIONAL OR 911 IMMEDIATELY.
a. Informational Purposes Only
The information that you obtain or receive from JetPatient, our employees, contractors, partners, advertisers, licensors, or otherwise through the Site, is for informational and scheduling purposes only. JetPatient does not recommend or endorse any specific procedures, products, tests, opinions, or other information that may be mentioned on the Site. All medically related information, including, without limitation, information shared via JetPatient social channels, emails, text messages, and advertising, is for informational and communicative purposes only.
We may, but have no obligation to, publish content through the Site that is reviewed by our editorial personnel. No party (including JetPatient) involved in the preparation or publication of such works guarantees that the content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such content.
b. Information Provided on the Consumer Marketplace
Practice Information. Our Consumer Marketplace contains information related to healthcare providers and their practices (“Practice Information”). Practice Information is intended for general reference purposes only. Practice Information may be provided by the healthcare provider and/or office staff of the practice and may be collected from multiple other data sources that may not be confirmed by the healthcare provider. While we make efforts to confirm Practice Information and keep it up to date, it can change frequently and may become out of date, incomplete or inaccurate at any time. JetPatient does not provide any advice or certification regarding the qualifications of any particular healthcare provider. We have no control over, and cannot guarantee the availability of, any healthcare provider at any particular time. We will not be liable for canceled or otherwise unfulfilled appointments, or any injury or loss resulting therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Site whatsoever.
Insurance Information. Based on information you enter when using the search function in our Consumer Marketplace, your search results may contain information related to insurance, including insurance carrier, plan, coverage and benefit information. Such insurance information is intended for general reference purposes and for your convenience only. Insurance information may be provided based on information you provide to us, such as your insurance carrier and plan. Insurance information can change frequently and may become out of date, incomplete or inaccurate and we are not responsible for any inaccurate, incomplete, or outdated insurance information.
Healthcare Services. Our Site may contain content related to healthcare or medical services, procedures, or products, including third-party advertisements. Such services, procedures, or products are not applicable to all individuals, patients, or clinical situations. Any services, procedures, or products represented through the Site by advertisers, sponsors, and other participants of the Site, 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.
c. Medical Information
When using the Site, you may choose to provide certain medical information, including when requesting an appointment and providing a reason for your visit on behalf of yourself or a third party from whom you have authorization to provide such information. By entering this information, you authorize JetPatient to provide such information to your chosen healthcare provider.
Additional Terms for the Consumer Marketplace
In connection with using the Consumer Marketplace to search for and schedule appointments with healthcare providers, you understand that:
YOU ARE RESPONSIBLE FOR CHOOSING YOUR OWN HEALTHCARE PROVIDER, INCLUDING WITHOUT LIMITATION, DETERMINING WHETHER THE APPLICABLE HEALTHCARE PROVIDER IS SUITABLE FOR YOUR HEALTHCARE NEEDS BASED ON SPECIALTY, EXPERIENCE, QUALIFICATION, LICENSES AND OTHER IMPORTANT FACTS AND CIRCUMSTANCES THAT COULD IMPACT YOUR CARE.
JetPatient’s lists of healthcare providers are not exhaustive and there may be other healthcare providers who meet your search criteria but are not available through JetPatient. All healthcare providers listed on the Consumer Marketplace have entered into contracts with us and have JetPatient accounts in good standing (“JetPatient Customers”). JetPatient Customers choose whether to participate in the Customer Marketplace and what appointment availability, if any, to advertise on their JetPatient profiles. This means that regardless of whether they participate in scheduling services, JetPatient Customers may have additional availability beyond what is listed in the Consumer Marketplace if you contact them directly.
By making the Consumer Marketplace available, JetPatient does not refer, recommend, or endorse any JetPatient Customers or make any representations or warranties with respect to these JetPatient Customers or the quality of the services they may provide. JetPatient is not responsible for ensuring that information a JetPatient Customer provides in the Consumer Marketplace is accurate or up-to-date or for ensuring JetPatient Customers’ services are actually provided or are up to a certain standard of quality. We do not receive any additional fees from JetPatient Customers for featuring them (i.e., higher or better placement on lists) through the Consumer Marketplace. JetPatient Customers are not our employees and we do not control the actions of any JetPatient Customers.
COMPLIANCE
No Medical Advice Provided by JetPatient
JetPatient does not provide medical advice, provide medical or diagnostic services, or prescribe medication.
Use of the Service is not a substitute for the professional judgment of health care providers in diagnosing and treating patients.
Customer agrees that it is solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining all applicable patients’ medical and medication history and allergies), obtaining patient’s consent to use the Service (including, without limitation, the Patient Portal), and for all of its decisions or actions with respect to the medical care, treatment, and well-being of its patients, including without limitation, all of Customer’s acts or omissions.
Any use or reliance by Customer upon the Service will not diminish that responsibility.
Customer assumes all risks associated with Customer’s clinical use of the Service for the treatment of patients.
NEITHER JetPatient NOR ITS LICENSORS ASSUME ANY LIABILITY OR RESPONSIBILITY FOR DAMAGE OR INJURY (INCLUDING DEATH) TO CUSTOMER, A PATIENT, OTHER PERSONS, OR TANGIBLE PROPERTY ARISING FROM ANY USE OF THE SERVICE.
Customer’s Compliance with Medical Retention Laws and Patient Records Access
Customer is responsible for understanding and complying with all state and federal laws related to retention of medical records, patient access to information, and patient authorization to release data.
Customer must obtain any necessary patient consent prior to using the Service (including, without limitation, the Patient Portal) and will apply settings to exclude information from availability in the Patient Portal as necessary to comply with state or federal law.
HIPAA
As part of the Service, JetPatient may perform or assist in performing a function or activity on Customer’s behalf that involves the use and disclosure of Protected Health Information (as defined in 45 C.F.R. 164.501; PHI).
The parties may use or disclose such PHI as required by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Standards for Privacy of Individually Identifiable Health Information (Privacy Rule) and the Standards for Security of Electronic Protected Health Information (Security Rule) promulgated thereunder, and the Health Information Technology for Economic and Clinical Health Act (Division A, Title XIII and Division B, Title IV, of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) (HITECH Act).
Capitalized terms used but not otherwise defined have the same meaning given to such terms in HIPAA, the HITECH Act, or any implementing regulations promulgated thereunder, including but not limited to the Privacy Rule and the Security Rule.
In connection with and by agreeing to the Customer Agreement, you and JetPatient agree to be bound by the terms of a Business Associate Agreement which is incorporated herein by reference. You (the “Covered Entity,” as referred to in the Business Associate Agreement) hereby agree that you have read and agree to be bound by the terms of the Business Associate Agreement.
CCPA
CCPA means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199.95), the CCPA Regulations (Cal. Code Regs. tit. 11, §§ 7000 to 7102), and any related regulations or guidance provided by the California Attorney General. For the purposes of this Section, terms defined in the CCPA, including personal information and business purposes, carry the same meaning.
This Section applies solely to the extent that:
JetPatient’s provision of the Service is not exempt from the CCPA (defined below) under California Civil Code sections 1798.145(c)(1)(A) and (c)(1)(B) pertaining to medical information, PHI, providers of health care, and covered entities;
Customer is a “business” within the meaning of the CCPA; and
JetPatient is processing the personal information of California residents.
JetPatient is a service provider.
JetPatient will not collect, retain, use, disclose or otherwise process Customer Personal Information for any purpose other than for performing the Service, or as otherwise permitted by the CCPA.
JetPatient will limit Customer Personal Information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Service or to achieve another compatible operational purpose.
JetPatient will not collect, use, retain, disclose, sell, or otherwise make Customer Personal Information available for JetPatient’s own commercial purposes or in a way that does not comply with the CCPA. JetPatient may, however, create and derive from its provision of the Service anonymized and/or aggregated data that does not identify Customer or any consumer or household, and use, publicize, or share with third parties such data to improve JetPatient’s products and services and for JetPatient’s other lawful business purposes.
Notwithstanding the foregoing, with Customer’s consent, JetPatient may share Customer contact information with certain partners we may work with.
JetPatient must promptly comply with any Customer request or instruction requiring JetPatient to provide, amend, transfer, or delete Customer Personal Information, or to stop, mitigate, or remedy any unauthorized processing unless otherwise permitted by the CCPA.
Notwithstanding anything in the agreement entered, Customer and JetPatient acknowledge and agree that JetPatient’s access to Customer Personal Information is not part of the consideration exchanged by the parties in respect of the Agreement.
JetPatient certifies that it understands its obligations under this paragraph and must comply with them.
If a law requires JetPatient to disclose Customer Personal Information for a purpose unrelated to the Service, JetPatient must first inform Customer of the legal requirement and give Customer an opportunity to object or challenge the requirement, unless the law prohibits such notice.
JetPatient may use a subcontractor to provide or support the provision of the Service. Any subcontractor used must qualify as a service provider under the CCPA and JetPatient will not make any disclosures to the subcontractor that the CCPA would treat as a sale.
Customer is solely responsible for:
identifying whether the CCPA applies to Customer;
providing any notices of your privacy practices that may be required by CCPA; and
identifying and responding to verifiable consumer requests to exercise CCPA rights to access, delete, or opt out of the sale of personal information (CCPA Requests), including for verifying the identity of consumers submitting CCPA Requests and for evaluating the scope and legality of CCPA Requests.
JetPatient will provide reasonable assistance to Customer in responding to such CCPA Requests, which may include assistance by way of providing self-service functionality.
JetPatient will treat any CCPA Requests that Customer submits to JetPatient as presumptively valid under the CCPA.
With respect to CCPA Requests for which Customer requires JetPatient to provide assistance, Customer must:
notify JetPatient within five (5) days of its receipt of the CCPA Request by emailing privacy@JetPatient.com; and provide JetPatient with the consumer’s email address or such other information that would permit JetPatient to honor the request.
Customer is solely responsible and liable for responding to the individual’s CCPA Request, including without limitation the content and timing of the response, in compliance with the CCPA.
In response to a CCPA Request for access to Customer Personal Information that Customer submits to JetPatient, within ten (10) business days of JetPatient’s receipt of such request from Customer, JetPatient will provide Customer with a file that contains the Customer Personal Information that JetPatient maintains about the individual via a secure method of transfer.
JetPatient may withhold from such file any Customer Personal Information that the CCPA does not require to be provided in response to a CCPA Request.
In response to a CCPA Request for the deletion of Customer Personal Information that Customer submits to JetPatient, except as otherwise required by applicable law or permitted by the CCPA, within ten (10) business days of JetPatient’s receipt of such request from Customer, JetPatient will delete the Customer Personal Information, to the extent JetPatient maintains such Customer Personal Information about the individual.
JetPatient may delete such Customer Personal Information by anonymizing and/or aggregating the information such that the information does not identify, and is not reasonably capable of identifying, the individual.
Customer may not direct or otherwise cause JetPatient to share any Customer Personal Information with any third party in a manner that may constitute a “sale” as such term is defined in the CCPA.
For purposes of this Section, “Customer Personal Information” means any “personal information” contained within the data that JetPatient “processes” (as defined in the CCPA) in connection with performing the Service.
TCPA
This Section concerns compliance with the Telephone Consumer Protection Act of 1991, located at 47 U.S.C. §§ 227 et seq., including the implementing regulations therefor located at 47 C.F.R. 64.1200 et seq. (TCPA) and the Telemarketing Sales Rule authorized by the Telemarketing and Consumer Fraud and Abuse Prevention Act, located at 15 U.S.C. §§ 6101-6108 (TSR) and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, located at 15 U.S.C §§ 7701-7713 (CAN SPAM Act).
As between Customer and JetPatient, Customer must comply and be solely responsible for complying with all laws governing any messages sent or received in connection with its access or use the Service, including without limitation, the TCPA, TSR, and CAN SPAM Act.
Customer is responsible for, without limitation, obtaining any legally required consents from all third parties (including its patients or customers) to send and receive any text message and/or emails using the Service and honoring any requests revoking such consent or otherwise “opting-out” of receiving any such messages and/or emails.
Customer is solely liable for, and must indemnify, defend and hold harmless JetPatient from and against any and all damages, liabilities, judgments, fees, fines, costs and expenses (including reasonable attorneys’ fees) incurred by JetPatient arising from any claims, demands or legal actions made against JetPatient resulting from Customer’s failure to comply with this Section.
Anti-Discrimination Policy
At JetPatient, we strive to create an environment where people are equally valued and where we and our Customers work together to do our part to help end discrimination.
As a result, JetPatient has adopted an anti-discrimination policy that includes our Customers.
JetPatient will not tolerate Customers who engage in extreme examples of blatant discrimination or verbal aggression in their interactions with JetPatient employees or publicly on social channels.
This includes discrimination against or verbal aggression towards any race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any person.
Customer agrees and understands that violation of this policy by Customer qualifies as a Material Breach of the Customer Agreement pursuant to Section 8 (TERM, TERMINATION, AND RETURN OF DATA).
Definition of Confidential Information
Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information).
JetPatient’s Confidential Information includes, without limitation, the non-public portions of the Service and Customer’s Confidential Information includes, without limitation, Customer Information.
Protection of Confidential Information
Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of the Customer Agreement.
Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees, contractors, and clients (as the case may be) who need such access for purposes consistent with the Customer Agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of the Customer Agreement.
Recipient may disclose Confidential Information (i) to the extent required by law or legal process; (ii) to its legal or financial advisors, provided that such advisors are bound by a duty of confidentiality that includes use and disclosure restrictions; and (iii) as required under applicable securities regulations.
Each party may disclose the terms and conditions of the Customer Agreement on a confidential basis to current and prospective investors, acquirers, lenders, and their respective legal and financial advisors in connection with due diligence activities.
Exclusions
Confidential Information excludes information that (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information.
6) PROPRIETARY RIGHTS
Reservation of Rights by JetPatient
The software, workflow processes, user interface, designs, know-how, and other technologies provided by JetPatient as part of the Service, and all updates and enhancements, are the proprietary property of JetPatient and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with JetPatient.
JetPatient reserves all rights unless expressly granted in the Customer Agreement.
AMA Content
Any content of the American Medical Association (AMA) is subject to the terms in the AMA End User License Agreement.
Aggregation Services and De-identified Data
JetPatient may use PHI to provide Customer with data aggregation services (as that term is defined by HIPAA) and to create de-identified data in accordance with 45 CFR 164.514(a)-(c).
JetPatient solely owns all right, title, and interest, in any de-identified data it creates from PHI.
JetPatient and its affiliates may use and disclose, during and after the Customer Agreement, all aggregate, anonymized information and de-identified data for purposes of enhancing the Service, technical support and other business purposes, all in compliance with the HIPAA Privacy Standards, including without limitation the limited data set and de-identification of information regulations.
7) LIMITS ON LIABILITY
NO INDIRECT DAMAGE
JetPatient WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS, COST OF COVER, LOSS OF DATA, INTERRUPTION OF BUSINESS OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
LIMIT
JetPatient’S TOTAL LIABILITY FOR ALL DAMAGES ARISING UNDER OR RELATED TO THE CUSTOMER AGREEMENT (IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER WITHIN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
ANY CLAIM BY CUSTOMER AGAINST JetPatient MUST BE BROUGHT WITHIN SIX (6) MONTHS OF THE EVENT WHICH GAVE RISE TO THE CLAIM, AND IF IT IS NOT BROUGHT WITHIN SUCH TIME PERIOD THEN SUCH CLAIM IS EXPRESSLY WAIVED BY CUSTOMER.
8) TERM, TERMINATION, AND RETURN OF DATA
Term
The applicable Services will continue for the duration specified in the applicable Customer Agreement (Initial Term). Following the end date of the Initial Term, the Customer Agreement will be automatically extended for additional consecutive terms of equal duration to the Initial Term (Renewal Term) unless either party provides notice of non-renewal in accordance with the Section entitled “Notice of Non-Renewal” below. The Initial Term and any subsequent Renewal Term(s) may be collectively referred to as the “Term”.
These Terms of Service continue in effect until all order forms and/or subscription agreements and all Services are terminated.
Notice of Non-Renewal
To prevent renewal of a Customer Agreement, either party must give written notice of non-renewal and this written notice must be received no more than ninety (90) days but no less than sixty (60) days in advance of the end of the Customer Agreement then in effect. If Customer decides not to renew, Customer must send the notice of non-renewal by contacting the assigned Account Manager directly or via the communications methods in JetPatient’s Support Policy. Any notice received with less than sixty (60) days’ notice will result in auto-renewal of the Customer Agreement for an additional Renewal Term.
Downgrades
Customers with additional clinic management services or product solutions must provide notice in writing at least thirty (30) days prior to removing a license or canceling a module. Notice should be made to the assigned Account Manager directly or via the communications methods in JetPatient’s Support Policy.
Termination for Material Breach
Either party may terminate the Customer Agreement if the other party material breaches any term of the Customer Agreement and does not cure the breach within thirty (30) days of receipt of written or electronic notice of breach.
Additional terms are in the Term, Termination and Return of Data Policy FAQ page.
No Early Termination; No Refunds
Absent termination pursuant to the Sections entitled “Notice of Non-Renewal” and “Termination for Material Breach”, Customer cannot cancel the Customer Agreement during the Term in effect. JetPatient does not provide refunds if Customer decides to stop using the Service before the end of the Term.
Return of Data
As Customer has access to the Customer Information during the term of an order, JetPatient has no obligation to provide Customer Information to Customer upon termination of the Customer Agreement.
Notwithstanding the foregoing, JetPatient retains Customer Information for sixty (60) days from such termination and JetPatient may provide Customer access to such information upon Customer’s request.
Additional information is located at Term, Termination and Return of Data Policy FAQ page.
If Customer’s account is suspended for any reason, JetPatient will provide offline access to Customer Information via the communications methods detailed in the Support Policy.
Customer Actions upon Termination
Upon termination, Customer must pay any unpaid fees and destroy all JetPatient property in Customer’s possession.
Customer, upon JetPatient’s request, will confirm in writing or electronically that it has complied with this requirement.
Suspension or Termination of Service for Violation of Law or the Agreement
JetPatient may immediately suspend or terminate the Service and remove applicable Customer Information if it in good faith believes that, as part of using the Service, Customer may have violated any applicable law or any term of the Customer Agreement.
JetPatient may use reasonable efforts to try to contact Customer in advance, but it is not required to do so.
9) INDEMNITY
Customer Indemnity
To the maximum extent allowed by law, Customer must indemnify, defend (at JetPatient’s option), and hold harmless JetPatient, including its officers, directors, employees, agents, successors, and assigns against all third-party claims (including, without limitation, by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:
the use of the Service by Customer;
Customer’s breach of any term in the Customer Agreement;
Customer Information;
any unauthorized use, access, or distribution of the Service by Customer; or
violation of any individual’s privacy rights related to information submitted under Customer’s account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted under Customer’s account or by Customer.
JetPatient Indemnity
JetPatient shall indemnify, defend, and hold harmless Customer from and against any and all losses incurred by Customer resulting from any action by a third party (other than an a person or entity that directly or indirectly controls, is controlled by, or is under common control with Customer) against Customer alleging use of the Service in accordance with this Customer Agreement infringes or misappropriates such third party’s US Intellectual Property Rights.
The foregoing obligation does not apply to the extent that the alleged infringement arises from:
Customer Information or Customer provided Content;
access to or use of the Service in combination with any hardware, system, software, network, or other materials or service not provided by JetPatient or specified for Customer’s use, unless otherwise expressly permitted by JetPatient in writing;
modification of the Service other than:
by or on behalf of JetPatient; or
with JetPatient’s written approval in accordance with JetPatient’s written specification;
failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of JetPatient.
10) DISPUTE RESOLUTION
Governing Law
The Customer Agreement and any Dispute (as defined below) will be governed exclusively by the laws of the State of California, without regard to its conflicts of laws principles. The Federal District Court for the Central District of California or Orange County Superior court will be the exclusive venue for any resolution of any Dispute. The parties hereby submit to and consent irrevocably to the jurisdiction of such courts for these purposes.
The parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of any Dispute.
General Mediation Process
The parties shall submit any and all disputes, claims, or controversies arising out of or relating to the Customer Agreement including any conduct related to or arising out of the Customer Agreement following termination hereof (each a “Dispute”) as follows:
the parties will submit the dispute to non-binding mediation in Orange County under the mediation rules of the American Arbitration Association (AAA); and
if no settlement is reached within sixty (60) days of the start of mediation, either party may seek legal redress in a forum of competent jurisdiction.
Either party may commence mediation by providing to AAA and the other party a written request for mediation, which must set forth the subject of the Dispute, the relief requested, and the factual and legal bases for such relief. The parties shall cooperate with AAA and with one another in selecting a mediator from the AAA panel of neutrals and in scheduling the mediation proceedings. The parties shall participate in the mediation in good faith and equally share the costs of the mediation.
If the Dispute is not resolved through mediation, the party seeking relief may pursue all remedies available at law, subject to the terms of this Agreement.
Notwithstanding this Section, either party may (i) terminate this Agreement according to its terms, or (ii) seek injunctive or equitable relief.
PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS
EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
THE MEDIATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING.
11) OTHER TERMS
Consent to Electronic Notice, Communications and Transactions
By using the Service, Customer agrees to conduct business electronically and acknowledges that Customer has read the Consumer Disclosure Regarding Electronic Business Transactions, Receiving Electronic Notices and Disclosures, and Signing Documents Electronically, located at https://www.JetPatient.com/consumer-disclosure/.
For purposes of messages and notices about the Service (including, without limitation, collections and payments issues), JetPatient may send email notices to the email address associated with Customer’s account or provide in service notifications.
For certain notices (e.g., notices regarding termination or material breaches), JetPatient may send notices to the postal address provided by Customer.
Customer is solely responsible for keeping an updated email address within its account for notice purposes.
JetPatient HAS NO LIABILITY ASSOCIATED WITH CUSTOMER’S FAILURE TO MAINTAIN ACCURATE CONTACT INFORMATION WITHIN THE SERVICE OR ITS FAILURE TO REVIEW ANY EMAILS OR IN-SERVICE NOTICES.
Customer has the ability to enter into agreements, authorizations, consents, and applications; make referrals; order lab tests; prescribe medications; or engage in other transactions electronically.
ELECTRONIC SUBMISSIONS THROUGH THE SERVICE IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE CUSTOMER’S CONSENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS AND APPLIES TO ALL RECORDS RELATING TO SUCH TRANSACTIONS.
Customer represents and warrants that it has the authority to take such actions.
Customer agrees that by registering for the Service (including without limitation, any request forms or use of communications features), constitutes a request for JetPatient to send email, fax, phone call, or SMS communications related to the Service, (including, but not limited to, upcoming appointments, special offers, billing, and upcoming events).
JetPatient is not responsible for any text messaging or data transmission fees.
If Customer provides a cellular phone number and agrees to receive communications from JetPatient, Customer specifically authorizes JetPatient to send text messages or calls to such number.
Customer represents and warrants it has the authority to grant such authorization.
Customer is not required to consent to receive text messages or calls as a condition of using the Service and may opt out of such messages through the Services.
Entire Agreement
The Customer Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter.
Customer is not relying on any representation concerning this subject matter, oral or written, not included in the Customer Agreement.
No representation, promise, or inducement not included in the Customer Agreement is binding.
No modification or waiver of any term of the Customer Agreement is effective unless signed by both parties.
Notwithstanding the foregoing, JetPatient may modify or replace the Customer Agreement as detailed in the paragraph entitled “Changes”, below.
The Convention on Contracts for the International Sale of Goods does not apply.
If there is a conflict between the Terms of Service and the order form or subscription agreement, the order form or subscription agreement prevails.
Changes
Notwithstanding anything to the contrary herein, these Terms of Service are subject to change by JetPatient on a going-forward basis in its sole discretion at any time. When changes are made to these Terms of Service, JetPatient will make a new copy of the modified Terms available on the Services and will also update the “Last Updated” date at the bottom of the Terms of Service. Any changes to the Terms of Service will be effective immediately for new Customers and will be effective for continuing Customers upon the earlier of: (i) thirty (30) days after posting notice of such changes on the Services for existing Customers; (ii) thirty (30) days after dispatch of an e-mail notice of such changes to you; or (iii) you providing consent to the updated Terms in a specified manner, as applicable. Unless otherwise stated, your continued use of the Services constitutes your acceptance of such change(s). If you do not agree to any change(s) after receiving a notice of such change(s), then, notwithstanding anything to the contrary herein, your sole recourse is to terminate the Agreement, effective as of the end of the then current Initial Term or Renewal Term, by providing JetPatient written notice of termination prior to your continued use of the Services. Please regularly check the Services to view the then-current Terms.
Feedback
If Customer provides feedback or suggestions about the Service, then JetPatient (and those it allows to use its technology) may use such information without obligation to Customer.
Beta Features
If Customer is invited to access any beta features of the Service or a Customer accesses any beta features of the Service, Customer agrees that:
such features have not been made commercially available by JetPatient;
such features may not operate properly, be in final form, or be fully functional;
such features may contain errors, design flaws, or other problems;
it may not be possible to make such features fully functional; use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss;
such features may change and may not become generally available; and
JetPatient is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Service.
These beta features are provided AS IS, with all faults. Customer assumes all risk arising from use of such features, including, without limitation, the risk of damage to Customer’s computer system or the corruption or loss of data.
No Assignment
JetPatient may assign or transfer the Customer Agreement (or its rights and/or obligations) to any third party without Customer’s consent.
Customer may not assign or transfer the Customer Agreement to a third party without the prior written consent of JetPatient, except that the Customer Agreement may be assigned (without JetPatient’s consent but with notice) as part of a merger, or sale of all or substantially all of the business or assets, of Customer.
The Customer Agreement will bind and inure to the benefit of each party’s successors and permitted assigns
Independent Contractors and Enforceability
The parties are independent contractors with respect to each other.
If any term of the Customer Agreement is invalid or unenforceable, the other terms remain in effect.
Survival of Terms
All terms survive termination of the Customer Agreement that by their nature survive for a party to assert its rights and receive the protections of the Customer Agreement.
Customer Name
JetPatient may use Customer’s name and logo in customer lists and related promotional materials describing Customer as a customer of JetPatient, which use must be in accordance with Customer’s trademark guidelines and policies, if any, provided to JetPatient. Customer may opt out of this provision by sending written notice to legal@JetPatient.com.
Force Majeure
Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under the Customer Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party:
gives the other party prompt notice of such cause, and
uses its reasonable commercial efforts to correct promptly such failure or delay in performance.
Notice
Except as otherwise provided herein, any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid to the address for the applicable party as furnished in writing by either party hereto to the other. JetPatient’s address for notice is: 2888 E Walnut Street, Pasadena, CA 91107, Attn: General Counsel, and by email to: legal@JetPatient.com.
Such notice will be deemed to have been given as of the date it is delivered, mailed or sent, whichever is earlier.