Accuhealth.

Terms of Use

THIS IS A CONTRACT. YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF USE (the “Terms”) BEFORE USING ACCUHEALTH. BY DOWNLOADING AND/OR USING THE APPLICATION, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE ACCUHEALTH.

Any information that Accuhealth Global Inc , a Delaware corporation, or their affiliates collects through Your use of Accuhealth “Evelyn” platform is subject to our Privacy Policy located at https://www.accuhealth.tech/privacy-policy, which is part of these Terms.

By continuing to use the Website and/or Application, You agree as follows:

1. You are at least 18 years old or have been legally emancipated;
2. You understand and intend that these Terms are a legally binding agreement and the equivalent of a signed, written contract;
3. You will use the Website and/or Application in a manner consistent with applicable laws and regulations and these Terms of Use, as they may be amended by Accuhealth from time to time; and
4. You understand, accept, and have received these Terms of Use, and acknowledge and demonstrate that You can access these Terms of Use at will.

If You do not agree with and accept the terms, please discontinue all further use of the Website and Application. Do not continue the installation process and immediately delete all installed files, if any, of the Application from Your device.

ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND ACCUHEALTH WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU CAN OPT OUT OF THE AGREEMENT TO ARBITRATE BY CONTACTING SUPPORT@ACCUHEALTH.TECH WITHIN 90 DAYS (OR SUCH LONGER PERIOD AS REQUIRED BY APPLICABLE LAW) OF ACCEPTING THESE TERMS.

Terms of Use

Effective: 8 April 2023

Last Updated:  April 2023

These Terms of Use ("Terms of Use" or “Terms”) are a legal contract between you (“You”, “Your” or "User") and Accuhealth Global Inc , a Delaware corporation (“Our”, “Us”, “We” or “Accuhealth”), creators, or whose affiliates are creators, of Accuhealth Telehealth (the “Application” or “App”) and govern Your use of the Application, the Accuhealth website (the “Website”), and all of the text, data, information, graphics, software, photographs, functionality, and more available on the Application and the Website (all of which We refer to as the “Service”). These Terms apply to individuals accessing the Service. By accepting these Terms of Use and using the Service, you acknowledge that you have read, understand, and agree to these Terms and Our Privacy Policy (https://www.accuhealth.tech/privacy-policy). You also acknowledge that nothing in these Terms of Use or in the Privacy Policy supersede any provisions in any agreement, including any liability or indemnification obligations contained therein, and including a BAA (defined below) we have, if any, with the healthcare provider that further limits or restricts Our use of Your, or if You are a healthcare provider, Your patient’s data. Any agreement with your healthcare provider or any other entity relating to the data you provide to Us controls over these Terms and the Privacy Policy with respect to our use of Your or the patient’s data. Any capitalized terms not defined in these Terms are defined in the Privacy Policy. These Terms apply to both healthcare providers’ and patients’ use of the Service.

Notice to Healthcare Providers:

All organizations authorized to access and use the Service are required to enter into a Business Associate Agreement (“BAA”) with Accuhealth in accordance with the Health Insurance Portability and Accountability Act (“HIPAA”). IF YOU ARE USING THE SERVICE ON BEHALF OF A HEALTHCARE PROVIDER, YOU MAY NOT USE THE APP UNTIL YOUR ORGANIZATION HAS ENTERED INTO A BAA WITH ACCUHEALTH. IF YOU ARE USING THE SERVICE ON BEHALF OF A HEALTHCARE PROVIDER AND YOU CHOOSE TO USE THE APP WITHOUT YOUR ORGANIZATION HAVING ENTERED INTO A BAA, YOU AGREE TO INDEMNIFY ACCUHEALTH OF ANY AND ALL HIPAA RELATED LIABILITY.

NOTICE: You understand and agree that use of the Service is not free. Unless fees for Your use of the Service are subject to a separate, written agreement between Your Healthcare Provider (with respect to certain patients) or Your employer (with respect to persons accessing the Service on behalf of a Healthcare Provider employing the person), You will be responsible for all fees due to Accuhealth for Your use of the service. Those fees are identified below. See Additional Terms for Users not Covered by Agreements with Another User section below for additional terms and information related to Your use of the Service.

What are the Service and Devices?

Section 1

The Service is intended to provide a convenient platform for (1) patients to use to track certain data in real time and communicate that information to their healthcare provider(s), and (2) healthcare providers to use to proactively track and analyze their patients’ health condition(s) through pertinent health data and outcomes. By using the Service, You acknowledge and agree that it is intended only to provide the healthcare provider with a picture over time of the tracked data.  It is not intended for use by healthcare providers or patients for continuous monitoring in such a way that would allow immediate clinical action in an emergency situation and is not, and You should not try to use it, or rely on it as, an emergency response system.

You may access and use the Service only in accordance with these Terms, and You agree to comply with all applicable laws, rules, and regulations, as well as Our Privacy Policy (https://www.accuhealth.tech/privacypolicy).

Devices

The Service is intended to be used in conjunction with certain monitoring devices that measure certain health data and transmit that to the Application, such as blood pressure monitor, glucometer, weight scale, and pulse oximeter  (the “Devices”). Healthcare providers are responsible for determining the appropriate device(s) for patients to use based on their condition. Patients are responsible for ensuring they use the Devices appropriately, including not transmitting data of anyone other than the intended patient and taking readings when and as prescribed by the provider. Accuhealth cannot be held responsible for any inaccuracy or delay in the data transmitted via a Device.

What does Accuhealth NOT provide?

Section 2

We do NOT provide medical advice

THE SERVICE CANNOT, AND IS NOT DESIGNED, INTENDED, OR APPROPRIATE TO REPLACE THE RELATIONSHIP BETWEEN HEALTH CARE PROFESSIONALS AND PATIENTS OR TO ADDRESS SERIOUS, EMERGENT, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES.

PATIENTS

If at any time You are concerned about Your care or treatment, or You believe or suspect or someone else advises You that You have a serious or life-threatening condition, call 9-1-1 in areas where that service is available, or go to the nearest emergency room.

Any medical advice provided by a provider and/or clinician using information from the Service is based on the personal health data a patient provides. If You do not provide complete and accurate personal health information, the medical advice You receive may not be accurate or appropriate. The Service and/or any data derived from the Service are in no way intended to replace the independent clinical judgment of a qualified healthcare professional.

FURTHER, A PROVIDER’S OR RESEARCHER’S USE OF OUR APPLICATION IS NOT AN ENDORSEMENT OR RECOMMENDATION OF SUCH PROVIDER OR RESEARCHER BY US. THE MEDICAL ADVICE PROVIDED TO YOU BY YOUR HEALTHCARE PROVIDER OR ANY OTHER PROFESSIONAL IS NOT UNDER OUR CONTROL, NOR DO WE PROVIDE IT TO YOU OR USE IT.

We do not confirm the credentials of any healthcare professional using the Service. We do not validate that any such persons are in good standing with their respective licensure board(s) or that they are using the Service in accordance with laws applicable to the practice of medicine. It is YOUR responsibility to separately confirm that a healthcare provider is in good standing with his or her respective licensing board(s) and to exercise whatever other due diligence You feel appropriate in selecting and maintaining Your choice of healthcare professionals.

General information available through the Service about medical conditions, symptomology, available drugs, treatment options, or other general information such as educational articles and videos is provided for general educational purposes only. Never disregard, avoid, or delay in obtaining medical advice from a physician or other qualified healthcare professional because of something contained in the Service. If You have or suspect that You have an urgent medical problem or condition, please contact a qualified healthcare professional immediately.

We are NOT an insurance billing company

While we provide a convenient platform for healthcare providers to track information that may allow them to provide certain services that may or may not be reimbursable by federal or state health insurance payors, we are not billing experts and any information provided to you with respect to billing is for informational purposes only and should not be relied upon or construed to guarantee reimbursement of any services.

Who is eligible to use the Service?

Section 3

You must register to create an account (“User Account”) and become a “Registered User” to use the Service. To register, You must create a username and provide Your name, Your email address, and other information specified in the registration form (“Registration Data”). You may change or correct information in Your account by contacting Accuhealth at support@accuhealth.tech. You agree not to register for a User Account on behalf of an individual other than Yourself unless You are legally authorized to bind such person to these Terms. By registering another person, You hereby represent that You are legally authorized to do so.

By registering for an account and using the Service, You represent and warrant:

1. That You are at least 18 years old and are otherwise legally qualified to enter into and form contracts under applicable law;

2. Your Registration Data is true, accurate, current, and complete;

3. You will update Your Registration Data as needed to maintain its accuracy;

4. You are authorized to create an account (either for Yourself or another person);

5. By using the Service, You represent and warrant that You have legal authority to share Your health data and other Personal Data (as that term is defined in the Privacy Policy https://www.accuhealth.tech/privacypolicy ) with Us. Our use of the information You provide to Us via the Service is subject to the Privacy Policy (https://www.accuhealth.tech/privacypolicy) in effect at the time we use it; and

6. You are not located in a country that is subject to a U.S. Government embargo or that is designated by the U.S. Government as a “terrorist supporting’ country, and You are not listed on any U.S. Government list of prohibited or restricted parties.

NOTE: THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW. DO NOT USE THE SERVICE WHERE PROHIBITED BY LAW. YOU UNDERSTAND THAT YOUR USE OF THE APP MAY INVOLVE OR REQUIRE THE TRANSMISSION OF SIGNIFICANT AMOUNTS OF DATA. YOU ARE RESPONSIBLE FOR ALL DATA CHARGES THAT MAY BE CHARGED BY YOUR WIRELESS CARRIER OR INTERNET SERVICE PROVIDER OR THAT MAY OTHERWISE ARISE FROM YOUR USE OF THE SERVICE.

How will Accuhealth tell me if they change these Terms?

Section 4

With the exception of the Arbitration Agreement included at the end of these Terms, Accuhealth reserves the right to change or modify these Terms at any time without prior notice to You.

If we materially change or modify these Terms, we will let You know by (1) posting a new version to the Service; and/or (2) posting a change notice on our Website and/or Application. If You continue to use the Service after we have let You know that we have made material changes, You agree to be bound by the modified Terms prospectively. If You do not accept the changes, You should immediately stop using the Service and delete all files associated with the Service on Your computer and/or mobile device.  

Who owns The Service?

Section 5

Accuhealth owns the Service and all materials You access through the Service or Website. Subject to Your compliance with these Terms, Accuhealth grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Service through the Website or by downloading and installing the Application. THE APP IS FOR YOUR PERSONAL AND NON-COMMERCIAL USE ONLY. You may not use the Service for any other purpose than what is allowed under these Terms without Accuhealth’s express written permission.

You may not use Accuhealth’s name, trademarks, service marks, or logos, or those of third parties appearing on the Service in any advertising or publicity or to otherwise indicate Accuhealth’s or such third party’s sponsorship or affiliation with any product or service without express written permission from Accuhealth or such third party.

You own Your Personal Data and any other content You post on or through the Service. If you are entering someone else’s information into the Service, you represent and warrant that You have permission to do so. For us to provide You with the Service, You grant to Accuhealth a perpetual, non-exclusive, fully paid and royalty-free, transferable, sublicensable, worldwide license to use Your content for the purpose of providing the Service, subject to the restrictions in the Privacy Policy (https://www.accuhealth.tech/privacypolicy). You also agree to allow Accuhealth to de-identify and anonymize Your content such that no person or entity  can be re-identified, including without limitation, Your personal health information in accordance with Our Privacy Policy (https://www.accuhealth.tech/privacypolicy), and to use or disclose such de-identified information for any purpose,  on an anonymous and aggregate basis only, subject to all applicable legal restrictions regarding the use and disclosure of such de-identified information.

Service Store & Google Play

If you downloaded the Application from the Apple App Store or Google Play (the “Service Provider”), by agreeing to this Agreement, you acknowledge that you understand and agree to the following:

1. this Agreement is only between You and Accuhealth, and not between You and the Service Provider, and only Accuhealth is responsible for the Application (not the Service Provider);

2. the Service Provider has no obligation to furnish any maintenance or support services with respect to the Application;

3. in the event of any failure of the Application to conform to any applicable warranty, (i) you may notify the Service Provider and the Service Provider will refund the purchase price for the Applications to you (if applicable), (ii) to the maximum extent permitted by applicable law, the Service Provider will have no other warranty obligation whatsoever with respect to the Application, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility;

4. the Service Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Application or your possession and use of the Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation;

5. in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, as between Accuhealth and the Service Provider, Accuhealth, and not the Service Provider, will be responsible for the investigation, defense, settlement or discharge of any such intellectual property infringement claim; and

6. the Service Provider, and its subsidiaries, are third party beneficiaries of this Agreement as it relates to your license of the Application. This means that, upon your acceptance of this Agreement, the Service Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the Application against you.

Apple users: If you downloaded the Application from the Apple Store, the license granted to you in this Agreement is non-transferable and is for use of the Applications on any Apple products that You own or control.

What am I NOT allowed to do with the Service?

Section 6

Accuhealth imposes certain restrictions on Your use of the Service. While using the Service, You shall not:

1. provide false, misleading or inaccurate information to Accuhealth or any other user;

2. impersonate, or otherwise misrepresent affiliation, connection or association with any person or entity;  

3. use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites;

4. access content or data not intended for You, or log onto a server or account that You are not authorized to access;

5. violate any applicable law or regulation;

6. attempt to probe, scan, or test the vulnerability of the Service, the Website, or any associated system or network, or breach security or authentication measures without proper authorization;

7. interfere or attempt to interfere with the use of the Website, the Service or the Service by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing";

8. forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Service;

9. post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam," "chain letters," "pyramid schemes" or any other form of solicitation;

10. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Accuhealth, You, or any other third party (including another user) to protect the Service;

11. attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Accuhealth in providing the Website or Service. Any violation of this section may subject You to civil and/or criminal liability;

12. connect or use the Device(s) provided for use with the Service with any application or software platform other than the Service or a healthcare provider’s software allowed to be used under the relevant agreement between Accuhealth as the healthcare provider; or

13. encourage or enable any other individual to do any of the above.

Accuhealth is not obligated to monitor Your use of the Service, but We may do so to ensure Your compliance with these Terms, and/or to respond to law enforcement or other government agencies if and when we are required to. Accuhealth reserves the right to suspend or terminate Your use of the Service without notice to You if You partake in any of the prohibited uses described above.

Who protects my login information?

Section 7

The Service is designed to require users to create a username and password to access and use the Service. Your username and password are, collectively, Your “User Credentials.” You are solely responsible for (A) maintaining the strict confidentiality of Your User Credentials, (B) not allowing another person to use Your User Credentials to access the Service, (C) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under Your User Credentials, except any such damages or losses caused by a data breach suffered by Accuhealth unless You caused such breach. You agree to immediately notify Accuhealth in writing by email of any unauthorized use of Your User Credentials or any other compromise of the security of Your User Account.

ACCUHEALTH IS NOT AND SHALL NOT BE LIABLE FOR ANY HARM ARISING FROM OR RELATING TO THE THEFT OF YOUR USER CREDENTIALS AND/OR ANY RESULTING ACCESS TO YOUR PERSONAL DATA, YOUR DISCLOSURE OF YOUR USER CREDENTIALS, OR THE USE OF YOUR USER CREDENTIALS BY ANOTHER PERSON OR ENTITY REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE EXCEPT FOR A DATA BREACH SUFFERED BY ACCUHEALTH UNLESS YOU CAUSED SUCH BREACH.

How does Accuhealth protect my privacy?

Section 8

Accuhealth respects the information You provide to us. Please see our Privacy Policy  (https://www.accuhealth.tech/privacypolicy) for an explanation of the information that we collect from You and how we use Your information. By accessing or using the Website or Service, or by downloading or uploading any content from or through the Service, You acknowledge and agree to the provisions of the Privacy Policy and affirm that the Privacy Policy is a part of these terms.

By using the Service and accepting these Terms, You acknowledge that Accuhealth may share Your Personal Data with other users, including your healthcare provider if you are a patient (if you choose to allow this), at all times in accordance with the Privacy Policy. We may share your information with third parties as described in the Privacy Policy (https://www.accuhealth.tech/privacypolicy), and will seek your consent before doing so where required by law.

We are not responsible for nor liable to You or any third party for a third party’s treatment of Personal Data, including any collection, use, disclosure, storage, loss, theft or misuse of Personal Data, whether or not such treatment violates applicable law, except where such third party obtained or otherwise accessed Personal Data from or through Us.

EU Citizens and GDPR: Please see our Privacy Policy  (https://www.accuhealth.tech/privacypolicy) for specific information regarding Your rights under GDPR and Accuhealth’s commitment to protecting those rights.

PATIENTS: Please be aware that Our Privacy Policy (https://www.accuhealth.tech/privacypolicy) does not address how healthcare providers with whom You share information collected, generated, or stored via the Service may further use and disclose Your health information. Your provider’s Notice of Privacy Practices should be publicly available and is usually located on their website. Accuhealth’s Privacy Policy does not apply to the collection, use, disclosure, or treatment of Your Personal Data directly by any provider, clinician, researcher, caregiver, or other healthcare professional and/or entity. You expressly acknowledge and agree that Accuhealth is neither responsible for nor liable to You or any third party for the treatment of Your Personal Data by any such individual or entity, including any collection, use, disclosure, storage, loss, theft, or misuse of Your Personal Data, whether or not such treatment violates applicable law or the provider’s Notice of Privacy Practices.

Computer Equipment and Internet Access

Section 9

You are responsible for obtaining, installing, maintaining and operating all software, hardware or other equipment (collectively, "Systems") necessary for You to access and use the Service. This includes, without limitation, obtaining Internet services, using up to date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are responsible for the data security of the Systems used to access the Service and for the transmission and receipt of information using such Systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or Your Systems.

THERE ARE ALWAYS CERTAIN SECURITY AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND YOU EXPRESSLY ASSUME SUCH RISKS.

How do I opt-out of receiving SMS and emails from Accuhealth?

Section 10

Accuhealth has a service SMS service called “Accuhealth SMS”, which will send you notifications and reminders about readings and alerts if you opted in to such service through our website.

Message and data rates may apply. SMS messages frequency varies; with an average 1-3 messages per week. Some SMS communications will be sent based on appointment reminders from your physician. For help, text HELP. To opt out, reply “STOP”. Carriers are not liable for delayed or undelivered messages. Message and Data Rates May apply. For our privacy policy, see here  

In using the Service, if you opt in, You may receive periodic email or SMS communications regarding the Service, new product offers and information regarding the Service, which are part of the Service and which You can opt out of receiving. You may also receive periodic promotions and other offers or materials We believe might be of interest to You.

You can opt-out of receiving these promotional messages at any time by (a) following the unsubscribe instructions contained in each newsletter; or (b) changing the Communications Preferences in Settings, or (c) text STOP to 201-464-7000

Third Parties and Third-Party Sites

Section 11

Certain areas or features of the Service may allow You to access websites or applications that are not Accuhealth websites or applications (collectively, “Third-Party Sites”). You acknowledge and agree that the Third-Party Sites may have different privacy policies, terms of use, user guides and/or business practices (collectively, “Third-Party Rules”) than Accuhealth, and that Your use of such Third-Party Sites is governed by the respective Third-Party Rules not Ours. Accuhealth provides links to Third-Party Sites to You as a convenience, and We do not verify, make any representations, or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content, application, links displayed, and/or any other activities conducted on or through such Third-Party Sites.

YOU AGREE THAT ACCUHEALTH WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, APPLICATION, INFORMATION, RESOURCES, AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference in the Service to any product, service, publication, institution, organization of any third-party entity, or individual does not constitute or imply Accuhealth’s endorsement or recommendation. 

Your Representations and Warranties

Section 12

You represent and warrant that Your use of the Service will be in accordance with these Terms and all applicable laws, regulations, rules, and Accuhealth policies and procedures. Specifically, YOU REPRESENT AND WARRANT THAT YOU ARE LEGALLY AUTHORIZED TO SHARE PERSONAL DATA WITH US. 

Providers: You represent and warrant that you have obtained any and all necessary and required consents, authorizations, and permissions from patients to allow you to share information with Accuhealth. Accuhealth cannot be held responsible for any losses incurred as a result of your failure to do so, and you will be responsible for any loss(es) Accuhealth incurs as a result of your failure to do so.

Warranty Disclaimers & Limitation of Liability

Section 13

NO WARRANTIES

THE SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ACCUHEALTH EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ACCUHEALTH MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ACCUHEALTH MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, APPLICATION, OR MATERIALS ACCESSED OR PURCHASED THROUGH THE WEBSITE OR SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ACCUHEALTH OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, PATIENTS, PROVIDERS, CLINICIANS/CAREGIVERS, OR AUTHORIZED THIRD PARTIES. YOU UNDERSTAND THAT ACCUHEALTH DOES NOT TAKE RESPONSIBILITY FOR SCREENING OR INQUIRY INTO THE BACKGROUND OF ANY USERS OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, PROVIDERS AND/OR CLINICIANS/CAREGIVERS, NOR DOES ACCUHEALTH VERIFY OR TAKE RESPONSIBILITY FOR THE STATEMENTS OF ANY SUCH USERS OF THE SERVICE. ACCUHEALTH MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, PROVIDERS AND/OR CLINICIANS/CAREGIVERS.

ACCUHEALTH CANNOT ALWAYS FORESEE OR ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES THAT MAY RESULT IN FAILURE TO OBTAIN DATA OR LOSS OF DATA, PERSONALIZATION SETTINGS, OR OTHER SERVICE INTERRUPTIONS. ACCUHEALTH CANNOT ASSUME RESPONSIBILITY FOR THE TIMELINESS, ACCURACY, DELETION, NON-DELIVERY OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS, OR PERSONALIZATION SETTINGS. IT IS YOUR RESPONSIBILITY TO BACKUP ANY INFORMATION YOU ENTER INTO ACCUHEALTH.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE REMAINS WITH YOU. NEITHER ACCUHEALTH NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATIONS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ACCUHEALTH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.

IF YOU ARE DISSATISFIED WITH THE SERVICE OR THESE TERMS, YOUR ONLY REMEDY IS TO DISCONTINUE USING THE SERVICE. YOU ACKNOWLEDGE THAT IF YOU USE THE SERVICE DURING OR IN RELATION TO AN EMERGENT, SERIOUS, OR LIFE-THREATENING CONDITION, SUCH USE IS AT YOUR SOLE RISK. ACCUHEALTH IS NOT LIABLE TO YOU OR ANY PERSON FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION INCLUDED IN THE SERVICE. ACCUHEALTH IS NOT LIABLE TO ANY USER OR PERSON FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY PROVIDERS OR CLINICIANS/CAREGIVERS, WHETHER OR NOT RELYING UPON INFORMATION COLLECTED, GENERATED, OR STORED VIA THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, ACCUHEALTH’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.00 OR SUCH LARGER AMOUNT, IF ANY, APPLICABLE PURSUANT TO A SEPARATE AGREEMENT WITH US FOR THESE SERVICES. UNLEASS A LONGER PERIOD APPLIES UNDER AN APPLICABLE AGREEMENT BETWEEN ACCUHEALTH AND YOU OR YOUR HEALTHCARE PROVIDER OR UNDER APPLICABLE LAW, ANY CLAIM ARISING FORM THE USE OF THE SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE OCCURRENCE OF THE EVENT FROM WHICH THE CLAIM AROSE AND ANY RECOVERY IS, IN ADDITION, LIMITED TO THE AMOUNT OF ANY APPLICABLE INSURANCE PROCEEDS PLUS ANY APPLICABLE DEDUCTIBLE.

Indemnification

Section 14

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ACCUHEALTH, ITS CLIENTS, AND ITS SUPPLIERS AND THEIR RESPECTIVE AFFLIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SERVANTS AND REPRESENTATIVES OF EACH FROM ANY LIABILITY, LOSS, CLAIM, SUIT, DAMAGE, AND EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF SERVICE, YOUR VIOLATION OF THESE TERMS OR ANY NEGLIGENT OR WRONGFUL CONDUCT BY YOU ANY OTHER PERSON ACCESSING THE SERVICE THROUGH YOUR ACCOUNT.

How do I provide feedback and who owns it?

Section 15

We welcome and encourage You to provide feedback, comments, and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by e-mailing Us at support@accuhealth.tech. You acknowledge and agree that if You submit any Feedback to Us, You hereby grant to Us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable license under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.

How and when can my account be terminated?

Section 16

If You breach any of these Terms, we may suspend or disable Your account or terminate Your access to the Service without prior notice to You.  There may be other instances where We may need to terminate Your access to the Service that are not related to any of Your actions or inactions.  We reserve the right to terminate Your access to and use of the Service and materials at any time, with or without cause.  

If you wish to terminate your account, you agree to attend a mandatory 45 min virtual meeting with Accuhealth to remediate any issues. This meeting must take place between Your clinic's owner (CEO, CFO, etc) or lead physician and a designated representative of Accuhealth (CEO, COO, CFO). Please contact Accuhealth at support@accuhealth.tech, immediately discontinue Your use of the Service, and delete all files associated with the Service from Your computer or mobile device. You agree to pay all undisputed invoices that are due and owing at the time of termination regardless of which party terminates this agreement, unless otherwise provided in any other applicable agreement between us.

Arbitration Agreement

Section 17

You agree that any dispute between You and Accuhealth arising out of or relating to these Terms will be governed by the dispute resolution procedure outlined below, except as expressly provided herein or by any non-waivable provision of applicable law. We want to address Your concerns without needing a formal legal case, so We have included a tiered dispute resolution process. This Arbitration Agreement section may be modified by written agreement between You and Accuhealth.

Before filing a claim against Accuhealth, You agree to try to resolve the dispute informally by contacting exec@accuhealth.tech. We will try to resolve the dispute informally by contacting You through email. If a dispute is not resolved within 60 days after submission, You may bring a formal proceeding, as outlined below.

In the event of any controversy or claim arising out of or relating to these Terms or a breach of these Terms, You must first attempt to settle the dispute with non-binding mediation through the American Health Lawyers Association (“AHLA”).

You shall, in writing, join Accuhealth in a joint demand for mediation and afterward jointly select a suitable mediator from the AHLA roster. If You and Accuhealth cannot agree upon a mediator, the AHLA shall designate one. The mediation will be conducted according to the AHLA’s Agreement to Mediate. The findings, conclusions, and recommendations of the mediator shall be non-binding, confidential, and inadmissible in arbitration or any other subsequent proceeding. Either You or Accuhealth shall have the right to bypass mediation and/or reject the Mediator’s findings, conclusions, and recommendations. In which event, all claims and disputes shall be exclusively, fully, and finally resolved using binding arbitration through the AHLA. You and Accuhealth agree to employ three (3) arbitrators (the “Panel”), where one arbitrator (1) is selected by You, one (1) is selected by Accuhealth, and the third (3rd) is selected by mutual consent of You and Accuhealth. If You and Accuhealth cannot agree upon the third arbitrator, the first two (2) arbitrators chosen shall select the third arbitrator. The selection decision shall be binding.

The arbitration shall be conducted by telephone, online, and/or be solely based on written submissions—the specific manner to be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the Panel may be entered in any court of competent jurisdiction.

You and Accuhealth shall each pay 50% of all mediator and/or arbitrator costs, expenses, and fees incurred in connection with mediating and/or arbitrating under these Terms.

Any claim or dispute arising under these Terms must be initiated for mediation and/or arbitration within one (1) year from its accrual date. Any claim or dispute initiated more than one (1) year from its accrual date shall be time-barred and dismissed.

Exceptions to Agreement to Arbitrate: Without first using any other dispute resolution process, including the dispute resolution process set forth above, Accuhealth may bring a lawsuit:

1. solely for injunctive relief to stop unauthorized use or abuse of the Service or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights; and/or
2. for any collection claim.

YOU MAY ONLY RESOLVE DISPUTES WITH ACCUHEALTH ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER THESE TERMS OF USE.

Notwithstanding the above, You can decline or “opt out” of the alternative dispute resolution process described above by contacting support@accuhealth.tech within 90 days of first accepting these Terms and stating that You (first and last name) decline this dispute resolution process.

YOU UNDERSTAND AND AGREE THAT, BY NOT OPTING-OUT OF THE ALTERNATIVE DISPUTE RESOLUTION PROCESS DESCRIBED, YOU WAIVE ANY RIGHT TO JURY TRIAL TO WHICH YOU MAY OTHERWISE BE ENTITLED IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS OF USE.

If You opt-out of the dispute resolution process described in this section, or if any matter is otherwise determined not to be subject to such dispute resolution process, You hereby submit to the exclusive jurisdiction of any state or federal court sitting in the State of Texas within twenty-five (25) miles of McAllen, Texas in any legal proceeding arising out of or relating to these Terms. You agree that any and all claims and matters arising out of these Terms, unless subject to the dispute resolution process described above, must be heard and determined exclusively in any such court, and You hereby waive any right to object to such filing on grounds of improper jurisdiction, venue, forum non-conveniens, or other jurisdiction or venue-related grounds, unless such objection asserts that the claim or matter in dispute is subject to determination through the dispute resolution process described above.

General Contract Terms

Section 18

These Terms, the Privacy Policy (https://www.accuhealth.tech/privacypolicy), and any other terms incorporated herein by reference, constitute the entire and exclusive understanding and agreement between Accuhealth and You regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Accuhealth and You regarding the Service.

GOVERNING LAW

These Terms shall be governed by the laws of the State of Texas without reference to its conflict of laws provisions. By agreeing to these Terms, with respect to collection claims, you agree to the exclusive jurisdiction of the courts in Hidalgo County, Texas.

ASSIGNMENT

You may not assign or transfer these Terms, by operation of law or otherwise, without Accuhealth’s prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and of no effect. Accuhealth may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

NOTICES

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Accuhealth via email (in each case to the address that You provide); and/or (ii) by posting to the Service. For notices made by email, the notice will be effective as of the date the notice is first transmitted.

GENERAL

The failure of Accuhealth to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Accuhealth. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If, for any reason, a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

CONTACTING ACCUHEALTH

Please feel free to contact Us if You have any questions about Accuhealth’s Terms of Use and/or any other documents referenced herein. You may contact Us at support@accuhealth.tech

Additional Terms for Users not Covered by Agreements with another User

Section 19

This section applies to Your use of the Service unless You, Your employer (if you work for a Healthcare provider) or your Healthcare Provider (if you are a patient) has a separate License and Services Agreement with Us governing your use of the Service and providing for the payment of fees to Us for your use of the Service. If you are not sure whether you are covered by such an agreement, do not use this Service unless you are willing to pay Us the fees identified below or you confirm with Us that you are covered by such an agreement. Accuhealth retains the right to require You to enter into a License and Services Agreement with us in order to receive the Service.

FEES

Unless you, your employer (if you work for a Healthcare provider) or your Healthcare Provider (if you are a patient) has a separate License and Services Agreement with Us governing your use of the Service and providing for the payment of fees to Us for your use of the Service, by using the Service you are agreeing to pay us the following fees as compensation for Your use of the Service:

We may change these fees at any time by updating this section or by written notice to you.

CARE COORDINATION AND PATIENT INTERACTIONS ARE THE RESPONSIBILITY OF THE RENDERING CLINIC, RENDERING PROVIDER, AND/OR REFERRING PROVIDER.

PAYMENT

You shall pay Us for invoiced amounts and any other amounts due hereunder via electronic transfer or check. Checks shall be sent to us at the following address:

Accuhealth

200 S. 10th Street, Suite 103, Box 130

McAllen, Texas 78501

All fees are due in U.S. dollars upon receipt of invoice.

OVERDUE PAYMENT

Any payment owed to Accuhealth hereunder and not timely paid to Accuhealth (an “Overdue Payment”) may accrue, at Accuhealth’s discretion, late charges at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid and shall be deemed an Overdue Payment.  

If any payment outstanding more than ten (10) days has not been disputed by you in good faith pursuant to the Dispute section below, Accuhealth may, in addition to any other rights and remedies available to it, upon notice to you suspend access to the Service until such amounts are paid in full. You shall continue to be obligated to pay all Fees during such suspension period.

DISPUTED PAYMENTS.

You  must dispute in writing any fee or expense to which You do not agree (“Dispute Notice”). The Dispute Notice must be sent to Accuhealth at the address set forth above within ten (10) business days of receipt of the invoice specifying such fees or expenses that You dispute.. In the event you dispute any fees or expenses owed and withhold payment, you agree to attempt to resolve such dispute through informal meetings and discussions in good faith between appropriate representatives of the Parties within forty-five (45) days of receipt of the Dispute Notice before resorting to any other dispute resolution procedure. Any fee or expense for which you have not submitted a timely Dispute Notice in accordance with this section shall be considered to be undisputed.

TAXES.  

All amounts payable by You to Accuhealth pursuant to this Agreement are exclusive of all local, state, federal and foreign taxes, levies, or duties of any nature (“Taxes”), and all payments to Accuhealth are payable in full without reduction for Taxes. You are responsible for payment of all Taxes, excluding taxes owed by Accuhealth based on Accuhealth’s net income. If Accuhealth has the legal obligation to pay or collect Taxes for which you are responsible pursuant to this provision, the appropriate amount shall be invoiced to and paid by you, unless you provide Accuhealth with a valid tax exemption certificate authorized by the appropriate taxing authority.