TERMS OF USE - Business Accounts
Last updated January 27, 2025
Kurist ("Company", "we" or "us") 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 ("Agreement"). If you are an Expert, please refer to the Terms of Use that applies to Experts, which is available :https://www.kurist.com/terms-expert
This Agreement applies to website visitors who access or utilize the services on the Company's Site, including Authorized Users (as defined below) ("Users", "you" or "your" interchangeably).
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.By accepting this Agreement, you certify that you are of the legal age of majority in the jurisdiction in which you reside and you represent that you are legally permitted to use and access this Site. This Agreement is void where prohibited by law. Unless otherwise agreed or permitted by the Company in writing, you cannot share, transfer, or exploit any Site Content (as defined below) or other materials you receive from the Company commercially in connection herewith, forward it as a mass distribution, or post it on another website.
Changes to Agreement
The Company reserves the right to modify this Agreement from time to time at its sole discretion. All modifications are effective immediately when the Company posts them. However, for significant changes, such as updates affecting user rights or obligations (e.g., changes to dispute resolution, privacy policies, or fees), we will notify you via email or in-site notification and require acknowledgment of the updated the Agreement before further use of the Site. You are responsible for ensuring that we have your up-to-date email address to receive such notices. Minor updates may be communicated solely through updates on the Site. By continuing to use the Site after modifications are posted, you agree to the revised Agreement. If you do not agree to the modified Agreement, you must discontinue using the Site. Each use of the Site constitutes your acceptance to be bound by the terms set forth in this Agreement as modified at the time of such use. You are expected to check this page for each use and access the Website so you are aware of any changes, as they are binding upon you.
No Provision of Medical Second Services
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 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 or healthcare entity 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 in 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 upon third-party applications or vendors to transfer or process health or other personal information, e.g., videoconferencing or email platforms, calendar and scheduling tools, or interpreter services, you acknowledge that Company has no control over such applications or vendors and you are solely responsible for any instance in which an application or vendor causes a breach or improper use or disclosure of such information. Please see the Privacy Policy published at https://www.kurist.com/privacy-policy for further details.
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), 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 is 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 inactive for an extended period.
Accounts
Individual/Personal Accounts
Individual/Personal Accounts are individual accounts created for personal use and are subject to separate terms and conditions. This Agreement does not apply to Individual/Personal Accounts.
Business Accounts
Business Accounts are accounts established by an organization, company, or entity (collectively referred to as the 'Business') to access tiered subscription packages and exclusive features offered by the Company. Business Accounts are for professional or commercial use only. These accounts are governed by this Agreement as well as a separate subscription agreement between the Company and the Business (the 'Subscription Agreement'). The Subscription Agreement outlines specific terms, including pricing, payment obligations, consultation limits, discounts, and benefits. Business Accounts offer tailored subscription packages designed to meet the unique needs of businesses, providing varying levels of consultations, discounts, and additional benefits. Higher-tier subscription packages may include access to a dedicated account manager to assist with account management, address business needs, and provide priority support. In the event of any conflict between this Agreement and the Subscription Agreement, the terms of the Subscription Agreement shall prevail.
Authorized Users
Authorized User. Each Business Account can have multiple Authorized Users (as defined herein) account under a Subscription Agreement. Each Business Account will be assigned a unique subscription code (or discount coupon) to manage usage and access for its Authorized Users. An "Authorized User" is any individual designated by a Business holding a Business Account to access services under the Business's subscription. Each Authorized User is required to use a unique subscription code assigned to the Business for accessing and utilizing services. By using the subscription code, each Authorized User agrees to be bound by the terms of this Agreement, the Subscription Agreement and any applicable policies. Businesses are responsible for ensuring that their Authorized Users comply with the terms of this Agreement and the Subscription Agreement. The Company will track usage and access linked to the subscription code to ensure proper application and compliance with the terms of the Business Account.
Unauthorized Use. If an email or user not authorized by the Business uses the subscription code, the services accessed under that unauthorized use will be charged at the standard rate. The Company reserves the right to suspend or terminate access for any unauthorized users or take additional measures to prevent misuse of the subscription code. The Business is responsible for managing the list of Authorized Users and ensuring that the subscription code is only shared with authorized individuals. The Business is also responsible for any fees, charges, or damages incurred due to unauthorized use of the subscription code.
Payment and Billing
General access to the Site will be made available to you at no cost. However, access to specific services, such as Second Opinions, require payment as outlined below. This Agreement is subject to any Subscription Agreement applicable to the Business Accounts. In the event of any conflict between this Payment and Billing section and the terms of a Subscription Agreement, the terms of the Subscription Agreement will control.
Billing for Personal and Business Accounts.
Individual/Personal Accounts. Upon creation of your account, you must provide the Company's designated third-party payment provider (the "Payment Provider") with accurate and valid credit card or other payment information. You are solely responsible for updating the Payment Provider if the information on file becomes invalid or incomplete. The terms in this Agreement govern payment and billing for Individual/Personal Accounts.
For Business Accounts, billing and payment terms are governed by the Subscription Agreement between the Company and the Business. In the event of any conflict between this section and the Subscription Agreement, the terms of the Subscription Agreement shall control.
Charges for Services
At the time you order a Second Opinion from an Expert through the Site, the Payment Provider will charge you the following applicable fee: Individual/Personal Accounts: Fee for Second Opinions are based on the amount set by the Expert, as listed on that Expert's Site profile (the "Expert Fee"). 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. You may contact the Payment Provider if you desire to receive an invoice regarding the Expert Fee(s) that are charged to your account for your internal administrative purposes. Business Accounts: The applicable fees for the services under a Business account will follow the terms established in the Subscription Agreement, including any applicable discounts, consultation limits, or other payment structures specific to the subscription package
Deductions for Expert Service Fees
Once you are charged for an Expert Service Fee, the Payment Provider will deduct the following amounts before making payment to the Expert: Processing Fee: A fixed dollar amount retained by the Company; and Platform Fee: A percentage of the Expert Fee retained by the Company as compensation for operating and maintaining the Site. The 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 at its sole direction. These amounts are non-refundable to you. If your order for a Second Opinion is canceled or the Expert fails to deliver, refunds will be limited to the portion of the Expert Service Fee paid to the Expert, as outlined in the Refund Policy.
Order Acceptance and Payment Issues
We reserve the right to accept, refuse, or cancel any orders for Second Opinions or other services 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 refuse to place your order for a Second Opinion. If we proceed with your order for a Second Opinion despite the payment issues, you remain liable to pay for the applicable fees, including but not limited to, the Expert Fee for the Second Opinion. Late payments may incur a monthly late charge outlined in your subscription agreement or the maximum amount as permitted by applicable law, whichever is lower. The Company reserves the right to collect reasonable costs of collection, including attorney's fees, if any legal or administrative action is necessary to collect overdue balance on your account.
Refunds Policy
This Refund Policy applies only to Individual/Personal Accounts or general Users. Refunds are limited to specific situations outlined below. To request a refund, you must contact the Company within 30 days of the charge.
Refunds of the Expert Fees are limited to the following cases:
The Expert declines your case/ order for Second Opinion; The Expert fails to provide the consultation as agreed between you and the Expert; You change to a different Expert as facilitated by the Company. Certain fees are non-refundable, including the Processing Fee and the Platform Fee
Refund Process
Submit refund requests via email or through the Site's refund form. Include your name, account details, transaction ID, and reason for the request. Approved refunds will be processed within 14 business days and returned to the original payment method.Business Accounts: Refunds for Business Accounts are governed by the terms in the Subscription Agreement.
Non Refunds
Refunds will not be issued for: Dissatisfaction with the Expert's opinion, Delays caused by the User not providing required information and Unauthorized use of the Site.
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, equity holders, 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.
Copyright Policy
The Company respects the intellectual property rights of others and complies with applicable copyright laws, including the U.S. Digital Millennium Copyright Act (DMCA) and the EU Copyright Directive. If you believe any materials accessible on or from this Ste infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following: Your physical or electronic signature. Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works. Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material. Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address). A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law. A statement that the information in the written notice is accurate. A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent to receive DMCA Notices and Counter-Notices is:
Designated Copyright Agent
- Email: info@kurist.com
- Phone:+1 (317) 800-9266
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. It is our policy in appropriate circumstances to disable and/or terminate the accounts of Users who are repeat infringers.
Service Availability and Limitations
The Company strives to provide uninterrupted access to the Site and its services. However, the availability of services may be affected by factors beyond the Company's control, such as maintenance, technical issues, or third-party disruptions. The Company makes no guarantees regarding the continuous availability, reliability, or performance of the Site or its services.The Company may perform routine maintenance or updates to the Site, which may temporarily affect service availability. Whenever possible, the Company will provide advance notice of scheduled maintenance that may result in service interruptions. The Company is not responsible for interruptions caused by: Internet or network outages.Issues with third-party providers (e.g., payment processors or hosting services).Events of force majeure, such as natural disasters, government actions, or other unforeseen circumstances. The Company does not guarantee the availability of specific Experts or the timeliness of responses for Second Opinions. Expert response times may vary based on factors such as case complexity, workload, or the Expert's availability. The Company shall not be held liable for any damages or losses arising from service interruptions, delays, or the unavailability of specific Experts. Users are encouraged to plan accordingly and maintain alternative options for critical needs. Users are responsible for ensuring they have the necessary technology and internet connectivity to access the Site. The Company is not liable for any issues arising from a User's inability to meet these requirements.
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. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM COMPANY ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHER DAMAGES (INCLUDING DAMAGES RELATED TO LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF USE, DECLINE IN HEALTH, DELAY IN RECEIVING TREATMENT OR CARE, FAILURE TO OBTAIN SUFFICIENT CONSENT FOR THE USE OR DISCLOSURE OF PERSONAL OR HEALTH INFORMATION AS DESCRIBED UNDER SECTION 3, TRANSFER OF PERSONAL OR HEALTH INFORMATION THROUGH THE SITE, OR THE USE OR DISCLOSURE OF ANY PERSONAL OR HEALTH INFORMATION BY AN EXPERT OR ANY THIRD-PARTY), WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SITE OR ANY SITE CONTENT, EVEN IF COMPANY HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, THE TOTAL AGGREGATE LIABILITY OF COMPANY TO YOU FOR ANY DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF PAYMENTS THAT YOU HAVE MADE FOR SECOND OPINION SERVICES, AS DESCRIBED IN SECTION 6, DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE EVENT(S) THAT ALLEGEDLY CAUSED SUCH DIRECT DAMAGES.
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"). For Business Accounts, disputes related to the Subscription Agreement, including payment terms, subscription packages, or other Business-specific provisions, will be resolved as outlined in the Subscription Agreement. Disputes unrelated to the Subscription Agreement or involving Individual/Personal Accounts are governed by this section. Each of the Parties irrevocably submits to the exclusive jurisdiction of any State or Federal court sitting in Boston, Massachusetts (collectively, the "Designated Courts"), for the purposes of any suit, legal action, dispute or other proceeding arising out of or relating to this Agreement and the transactions contemplated hereby, and to the non-exclusive jurisdiction of the Courts for the enforcement of any judgment obtained thereunder. Each of the Parties further agrees that service of any process, summons, notice or other document by U.S. registered mail to such Party's respective address set forth above shall be effective service of process for any action, suit or proceeding in the Courts with respect to any matters to which the Parties have submitted to jurisdiction as set forth above. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any dispute, action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Designated Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such Designated Court that any such dispute, action, suit or proceeding brought in any such Court has been brought in an inconvenient forum or venue. 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.
Limitation of Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. CLASS ACTION WAIVER. YOU AGREE TO RESOLVE ANY DISPUTE ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS OR COLLECTIVE ACTION BASIS ("CLASS ACTION WAIVER"). NOTWITHSTANDING ANY OTHER PROVISION HEREOF, DISPUTES REGARDING THE ENFORCEABILITY, REVOCABILITY, OR VALIDITY OF THIS CLASS ACTION WAIVER MAY BE RESOLVED ONLY BY A CIVIL COURT OF COMPETENT JURISDICTION. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, IN ANY CASE IN WHICH: (1) THE DISPUTE IS FILED AS A CLASS OR COLLECTIVE ACTION; AND (2) THERE IS A FINAL JUDICIAL DETERMINATION THAT ALL OR PART OF THE CLASS ACTION WAIVER IS UNLimitation of Time to File ClaimsENFORCEABLE, THE CLASS AND/OR COLLECTIVE ACTION TO THAT EXTENT MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION, BUT THE PORTION OF THE CLASS ACTION WAIVER THAT IS ENFORCEABLE SHALL REMAIN IN EFFECT.
WAIVER OF JURY TRIAL. EACH PARTY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE WEBSITE, OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY OR ANY AFFILIATE OF SUCH OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS THESE TERMS OF USE OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THESE TERMS OF USE OR THE WEBSITE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.
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.
Termination of Business Accounts is subject to the terms outlined in the Subscription Agreement, including any notice requirements, refund policies, or early termination fees. The Termination and Suspension provisions in this Agreement apply to all other Users. 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, our Privacy Policy and the Subscription Agreement (as applicable) 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. To the extent this Agreement and the Privacy Policy conflict, the Privacy Policy controls. To the extent there is a conflict between this Agreement and the Subscription Agreement, the Subscription Agreement shall control. 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 thereof 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 an 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.