TERMS OF USE - USERS

March 29, 2024

Kurist (“Company”) maintains this online platform and website,https://www.kurist.com/ (collectively, the “Site”), as a source of information about Company and its products and services, and as a means of connecting licensed physicians, patients, and other individuals who are seeking medical second opinions (collectively, “Users”) with licensed physicians who are based in the United States (collectively, “Experts”) and capable of providing Users with medical second opinions, including any health care consultation, evaluation, or treatment advice or services in connection with such medical second opinions (collectively, “Second Opinions”).Through the Site, Users may request these Second Opinions from Experts, who are not employed by or affiliated with Company.

Company offers different Terms of Use for Experts and Users, as the manner in and purposes for which Experts and Users use the Site differs. This Terms of Use agreement applies to Users. If you are an Expert, please refer to the Terms of Use that applies to Experts, which is available.here.

Within the following terms and conditions (this "Agreement"), "you" or "your" may refer to any User, who uses the Site, including by requesting Second Opinions or by browsing or creating an account on the Site or participating in any other activities or accessing services through Company.

By using the Site, you agree to comply with and be bound by this Agreement, which Company may change at any time by posting notice on the Site. You should read this Agreement carefully and check it periodically for changes. If you do not accept this Agreement, do not use the Site.

Company does not provide Second Opinions or medical services of any kind. Site Content (as defined below), including any information or services provided or available through the Site (including those which use the terms "medical" or "health care"), is not intended as, and should not be considered, professional medical or health care services or advice, the practice of medicine, patient care, or telemedicine. If you think you or someone else is having a medical emergency, you should call a licensed and qualified physician or local emergency telephone number immediately.

Use of the Site or Site Content, including use of or reliance upon any information or Second Opinion provided through the Site, does not establish any clinician-patient relationship, whether between Company and any individual or entity, or between any Expert and User (including where an Expert provides a Second Opinion to a User). All Second Opinions, information, and services provided through the Site are intended for informational purposes only. Users should confer with their own treating physician regarding any Second Opinion, information, or service made available through the Site. You should not interpret or use any Second Opinion, information, or service made available through the Site as a substitute for the professional advice and opinions of your own treating physician. You should always consult your own treating physician before adopting any course of treatment or for professional advice on any questions regarding your own treatment, and should never disregard the recommendations of your own treating physician or delay in adhering to such recommendations because of any Second Opinion, information, or service made available through the Site.

Additionally, Users who are licensed physicians will be deemed to use Second Opinions, information, and services provided through the Site at their own risk in treating patients, and should never disregard their own best professional judgement because of any Second Opinion, information, or service made available through the Site.

Company makes no representation as to, and assumes no responsibility for, the content, accuracy, helpfulness, or quality of any Second Opinion which an Expert provides to a User through the Site. Company specifically disclaims all responsibility for any liability, loss, risk, decline in health, or delay in receiving treatment or care, personal or otherwise, that is incurred as a consequence, directly or indirectly, of the use of (i) any information provided or made available by Company through the Site; or (ii) any information, services, or Second Opinions exchanged between Experts and Users that does not occur through the Site. Experts are solely responsible for all Second Opinions.

No Clinical Recommendation of Experts

Company operates the Site as a platform for Users and Experts to connect for the rendering of Second Opinions. Experts who use the Site represent and warrant they possess all qualifications and licenses which are legally required to practice medicine in the jurisdiction in which they are located, and that all information and statements they post to or share on the Site (including information related to professional experience and specialty practice areas) is as complete and accurate as possible. Company does not specifically recommend any particular Expert who offers Second Opinions through the Site to become a treating provider. Company does however rank Experts based on their responsiveness and activity and prioritize those Experts on the platform. Company also does not warrant the accuracy or effectiveness of any Expert’s Second Opinion, regardless of whether it is offered or provided through the Site or otherwise.

Company specifically disclaims all responsibility for any liability, loss, or risk, personal or otherwise, that is incurred as a consequence, directly or indirectly, of the use of any Second Opinion rendered or made available by any Expert. If you receive or obtain a Second Opinion from an Expert and your use of or reliance upon it causes any liability, loss, or risk to you and/or a third-party, you agree that your and/or the third-party’s sole remedy will be against the Expert.

Use and Disclosure of Patient Information

As a User, you understand that the request of a Second Opinion from an Expert and the rendering of the Second Opinion by an Expert, generally requires you to transfer certain health and other personal information (e.g., medical records) about you through the Site to the Expert. By using the Site and requesting a Second Opinion, you consent to the transfer and processing of your health and other personal information to the Expert, and to the Expert’s use of such information to provide you with a Second Opinion and perform all other ancillary professional and administrative services that Expert is reasonably required to perform to deliver the Second Opinion (e.g., obtaining payment). You also agree that Expert may disclose such information as required by law, e.g., in response to a subpoena or court order, or to a contract or vendor who assists the Expert in preparing and delivering the Second Opinion. Depending on your location and the Expert’s location, you further specifically consent to any transfer and processing which occurs across geopolitical boundaries and borders, and acknowledge that any health and other personal information you transfer may be received, stored, used, and further disclosed in a jurisdiction where the laws relating to the security and privacy of such information are different (and may provide a lower level of protection) than the laws in the jurisdiction where you are located.

If you, as a User, are a licensed physician using the Site to request a Second Opinion on behalf of your patient, you agree that you will obtain the consents described in this section from your patient prior to transferring or processing any of your patient’s health or other personal information through the Site. The consent must be obtained from the patient in writing and in accordance with all applicable law governing the transfer of the health or other personal information the jurisdiction where the patient is located. You agree to maintain the consent in the patient’s medical records and provide a copy of it to Company upon request. You agree that you are solely responsible for obtaining this consent. If you do not obtain this consent, you will not transfer or process such information through the Site.

As a condition of using the Site, you expressly agree Company will not, under any circumstances, be held responsible for the improper or illegal use or disclosure of your health or other personal information obtained through the Site by an Expert or any employee, contractor, agent, or vendor of an Expert. If you are a licensed physician, you also agree that Company will not, under any circumstances, be held responsible for your failure or inability to obtain your patient’s express consent (as described in this Section 3) prior to transferring your patient’s health or other personal information through the Site.

If you rely on third-party applications or vendors to transfer or process health or other personal information, such as videoconferencing or email platforms, calendar and scheduling tools, or interpreter services, you acknowledge that the Company has no control over these applications or vendors. You are solely responsible for any instance where an application or vendor causes a breach, improper use, or disclosure of such information. For more details, please refer to the Privacy Policy published at https://policies.google.com/privacy?hl=en-US.

Intellectual Property Ownership; Conditions on Use.

All the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information), data, information, and other content of the Site, including any Submissions (as defined below), and any of the foregoing sent to you by e-mail, any social media platform, or other means (collectively, “Site Content”) are proprietary to Company or third-parties.

Company authorizes you to view, download, and print Site Content in limited quantities solely for your personal, non-commercial use. You may not remove any copyright, trademark, or other proprietary notices that have been placed in Site Content. Except as expressly permitted above, modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting Site Content in any manner, or any portion of Site Content, is strictly prohibited without the prior written permission of Company.

All software used on the Site is proprietary to Company or third-parties, and any use (except as may be required to undertake your activity expressly permitted in the prior paragraph above), redistribution, sale, decompilation, reverse engineering, disassembly, translation, other reduction to human-readable form, or other exploitation in any manner, of such software is prohibited.

The mark(s) [insert marks, if any], and any related marks or logos are registered or unregistered trademarks of Company, and may not be used in connection with any service or products other than those provided by Company, in any manner that is likely to cause confusion among members of the public, or in any manner that disparages or discredits Company. Any use of such marks, or any others displayed on the Site, will inure solely to the benefit of their respective owners.

You agree that you will comply with all applicable laws, rules, and regulations in your use of the Site and Site Content, and you will be solely responsible for your own violations thereof.

Registration

To obtain Second Opinions or otherwise access certain services, information, or other content on the Site, you may be required to create an account by providing current, complete, and accurate information, and making certifications as to your location and nationality, as prompted by the online enrollment form. Your submission of all such account information and certifications constitutes your representation that they are complete and accurate at the time of submission, and that you agree to provide written notice of any changes to such information or certifications to Company within fourteen (14) days of such change. We reserve the right to suspend or cancel your account in the event we learn any of your information or certifications are incorrect, and to take any legal action necessary to recoup any damages that occur to Company based on such incorrect information or certifications.

It shall be your responsibility to create a strong password and to maintain the confidentiality of this password. You will be held solely responsible for any harm caused to any entity or individual as a result of any unauthorized use of your account. You agree to notify us immediately of any actual or suspected unauthorized use of your account, or any other breach of security.

We reserve the right to override your account’s password or other security features at any time and for any reason. We also reserve the right to suspend or remove your account at any time for any reason or no reason, including if we believe you are in breach of this Agreement or if your account remains booked for an extended period.

Payment and Billing

General access to the Site will be made available to you at no cost. Upon creation of your account, you will provide Company’s designated third-party payment provider (the “Payment Provider”) with accurate and valid credit card or other payment information and update the Payment Provider if the information on file for you becomes invalid or incomplete. At the time you order a Second Opinion from an Expert through the Site, the Payment Provider will charge you in an amount equal to the fee amount that Expert charges, which is listed on that Expert’s Site profile (the “Expert Fee”). You may contact the Payment Provider if you desire to receive an invoice regarding the Expert Fee(s) that are charged to you for your internal administrative purposes. Please note that Experts have sole responsibility for establishing their own Expert Fees and reserve the right to change their Expert Fees from time to time.

We reserve the right to accept, refuse, or cancel any orders for Second Opinions placed through the Site, without liability or justification. In particular, if any Expert Fee or other fee charged to your credit card or other payment account is rejected, we may decline to place your order for a Second Opinion. If we do place your order for a Second Opinion in this scenario, you are still liable to pay the Expert Fee for the Second Opinion. Through the Payment Provider, we reserve the right to charge a monthly late charge on any overdue balance, or the maximum amount permitted by law (if lower). You will be responsible for our reasonable costs of collection, including attorney’s fees, if we deem it necessary to take any legal or administrative action to collect unpaid fees.

Once you are charged for an Expert Fee, the Payment Provider will deduct the following amounts before making payment to the Expert: (i) a Processing Fee, which will be a fixed dollar amount; and (ii) a Platform Fee, which will constitute a percentage of the Expert Fee. The Processing Fee and Platform Client Fee deducted from each Expert Fee are retained as Company’s collective charge to the Expert for the value of the services that Company offers by operating and maintaining the Site. Company will determine, and may adjust, the amount of the Processing Fee and the percentage used to calculate the Platform Fee from time to time in its sole direction. Importantly, with respect to any Expert Fee that you pay, the amounts of the Processing Fee and the Platform Client Fee are nonrefundable to you. In other words, if your Second Opinion order is canceled or the Expert fails to deliver a complete Second Opinion, you may seek a refund from the Company only in the amount of the portion of the Expert Fee paid to the Expert. The Expert Fee is refundable in the case of changing an Expert as facilitated by Company, the Expert declines your case or Expert fails to provide consultation as per Refund Policy.

By using the Site, you agree that you will not seek or accept reimbursement for the cost of any Second Opinion or other service received through the Site from any third-party health care payer.

Ideas Submitted to Company

If you submit any ideas or suggestions for the Site, Site Content, or services to Company (including submissions via the Site or any email addresses of Company personnel) (collectively, “Submissions”), the Submissions will be deemed, and will remain, the sole property of Company. No Submission will be subject to any obligation of confidence on the part of Company, and Company will not be liable for any use or disclosure of any Submissions. Without limiting the foregoing, Company will be entitled to unrestricted use and other exploitation of the Submissions for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator, or inventor of the Submissions.

Links to Third-Party Websites

The Site may contain links to third-party websites. Any such websites are not under our control, and we are not responsible for their content. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the website by Company. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these websites.

Indemnification

As a condition of using the Site, you agree that you will indemnify, defend, and hold harmless Company, including its directors, officers, managers, equityholders, and agents, from and against all losses, liabilities, demands, claims, actions or causes of action, regulatory, legislative, or judicial proceedings or investigations, assessments, levies, fines, penalties, damages, costs and expenses (including reasonable attorney, accountant, investigator, and expert fees and expenses) incurred in connection with the defense or investigation of any claim brought by a third-party (including but not limited to an Expert who provides a Second Opinion) that is sustained or incurred by Company arising from or related to your (including any of your employees’ or contractors’ or agents’) violation of any applicable law of any jurisdiction, breach of this Agreement or any other agreement or contract with any third-party individual or entity, use of or reliance upon a Second Opinion, provision of inaccurate or misleading information through the Site, medical malpractice, intentional misconduct, or negligence, or any decline in health or delay in receiving treatment or care.

Warranty Disclaimers and Limitations of Liability

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SITE OR ANY SITE CONTENT, INCLUDING ANY SECOND OPINION RENDERED BY AN EXPERT OR ANY INFORMATION OR MATERIALS PROVIDED BY A USER. THE SITE AND SITE CONTENT ARE PROVIDED “AS-IS” AND WITH ALL FAULTS, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING (I) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (II) THAT THE SITE OR ANY SITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; (III) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION OR USE OF THE SITE OR ANY SITE CONTENT, INCLUDING ANY SECOND OPINION; AND (IV) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SITE OR ANY SITE CONTENT.

Privacy Policy

Company operates the Site under the Privacy Policy published at https://www.kurist.com/privacy-policy. We urge you to read this policy now and, as the manners in which we obtain and use information may change, on a periodic basis in the future.

Relationship of Parties

Any agreement for the provision of Second Opinions, including those provided through the Site, is exclusively between you and an Expert (i.e., Company will not be considered a party to any such agreement). With respect to Company’s provision of the Site and the information and services available through the Site, and your use of the Site to obtain Second Opinions, you agree that you and Company will not be deemed joint venturers, partners, employees, or independent contractors of one another. Neither you nor Company will take any ownership or membership interest in the other as a result of your use of the Site. You agree that at all times relevant and pursuant to the terms and conditions of this Agreement, you will not be deemed or construed to be an agent, servant, employee, or independent contractor of Company.

Dispute Resolution; Applicable Law; Jurisdiction

Except as expressly stated in this Agreement, you hereby waive your right to a jury trial in connection with any suit, action, or proceeding between you and Company that arises out of or relates to the Site or this Agreement (including the validity and scope of the agreement to arbitrate). We will attempt to resolve all such disputes with you to your satisfaction. If, however, such a dispute arises that cannot be resolved promptly between you and Company, you agree that it shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Boston, Massachusetts. The arbitrator may render early or summary disposition of some or all issues, after we have had a reasonable opportunity to make submissions on these issues. At Company’s option, this provision shall not apply to claims of patent, trademark, copyright infringement, or misappropriation of trade secrets (collectively, “IP Claims”).

You and Company agree this Agreement, and all disputes between you and Company arising from or relating to the Site, Site Content, or this Agreement, will be governed by the laws of Delaware, without regard to any conflicts of laws principles that would apply another law. In the event that the above requirements relating to non-binding arbitration are waived by Company, or otherwise deemed invalid by a court of proper jurisdiction, you hereby consent to non-exclusive jurisdiction and venue in any federal or state court located within Delaware with respect to any suit, claim, or cause of action between you and Company that arise from or relate to the Site, Site Content, or this Agreement.

You further agree that any dispute between you and an Expert that relates to the provision of Second Opinions will be governed by the laws of the jurisdiction in which the Expert is located, without regard to any conflicts of laws principles that would apply another law, and you hereby agree to bring any suit, claim, or cause of action against an Expert that stems from the provision of a Second Opinion in a federal or state court located within the jurisdiction in which the Expert is located.

Modifications and Amendments.

We reserve the right to modify the Site, including any services or information available through the Site, at any time, without notice to you. We may also from time to time amend this Agreement. If we do so, we will notify you by posting an updated version of this Agreement on the site. You agree that your continued use of the Site constitutes your agreement to the amended Agreement.

Suspension and Termination

You may terminate this Agreement at any time by closing your account and ceasing to use the Site. We reserve the right to suspend your account and/or access to the Site at any time if we believe you are in breach of this Agreement. We reserve the right to terminate this Agreement or to cease to offer the Site at any time on written notice to you (including by email to Users or posting on our website or mobile applications), for any reason or no reason.

If your account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Site, (c) that any license and rights provided by us under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete any data or materials you have uploaded to the Site, and (e) that we shall not be liable to you, or any third-party, for compensation, reimbursement, or damages for termination of access to your account. You also agree that any accrued obligations and remedies under this Agreement, and any provision of this Agreement that by its nature should reasonably survive, will survive the termination of this Agreement.

Miscellaneous Provisions

Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly stated otherwise in specific cases, the use of “include,” “includes,” or “including” herein will not be limiting and “or” will not be exclusive. No waiver by Company of any breach of any provision herein will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision, and no waiver by Company will be binding unless made in an express writing signed by Company. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. This Agreement sets forth the entire agreement between you and Company regarding its subject matter, and supersedes all prior promises, agreements, discussions or representations, whether written or oral, regarding such subject matter. You may not assign or otherwise transfer this Agreement or any of your rights hereunder, or delegate any of your obligations hereunder, without the prior written consent of Company in its sole discretion. Any purported assignment or delegation without such consent will be null and void. Company may freely assign, transfer, or delegate this Agreement, in whole or in part, from time-to-time. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.

You hereby agree that you have read and agree to the terms of this Agreement and wish to proceed as a User of the Site. In particular, but not by way of limitation, you agree to the following statements (if you are transferring another individual’s health or other personal information through the Site for the purpose of obtaining a Second Opinion for such individual, you are solely responsible for ensuring that such individual agrees to the following statements).

You hereby consent to the transfer of your health or other personal information through the Site to an Expert, and understand that the Expert may use and disclose this information, as necessary, for the purpose of providing you with the Second Opinion that you have requested.

You have reviewed Company’s Privacy Policy and, to the extent that you share any of your health or other personal information with Company through the Site, you consent to Company’s use of such information for the purposes, and the disclosure of such information to the third-parties, described in the Privacy Policy. You acknowledge that, while Company has put in place appropriate, commercially reasonable physical, electronic, and managerial procedures and security precautions to protect your information, no Internet transmission is completely secure, and you are providing this consent even though Company cannot guarantee that security breaches will not occur.

In the event that an Expert improperly uses or discloses your health or other personal information, you agree that your sole recourse shall be against the Expert.

If you are located outside of the United States, you consent to transfer your health and other personal information through the Site regardless of whether the jurisdiction in which you are located has determined that United States laws and procedures adequately protect such information upon transfer to the United States. You acknowledge that any health and other personal information you transfer may be received, stored, used, and further disclosed by Company or an Expert in a jurisdiction where the laws relating to the security and privacy of such information are different (and may provide a lower level of protection) than the laws in the jurisdiction where you are located.