Healsbridge is a suite of Services, including the marketplace at healsbridge.com where healthcare providers and health and wellness services vendors can sell direct-pay subscriptions, single appointments and one-time use services, and mail-order and digital products directly to consumers. We want to make sure that our diverse community of Sellers, Buyers, Vendors, and Customers are treated with respect and dignity and have a positive experience with Healsbridge—one that they would repeat and recommend.
This policy was published on June 30, 2023.
1. Accepting These Terms
The following terms and conditions (the “Terms” or the “Agreement”) are a legally binding contract between you—defined here as a Seller, Buyer, visitor, user, or other person who accesses our Services whether or not such person registered for a Healsbridge account—and Healsbridge, LLC (“Healsbridge”, “we”, or “us”), the operator of healsbridge.com and related websites, applications, services, and mobile applications, and all associated services (collectively, the “Services”) provided by Healsbridge and in/on which these Terms are posted or referenced.
This Agreement constitutes a contract between you and Healsbridge that governs your access and use of the Services. By accessing and/or using our Services, you agree to all the terms and conditions of this Agreement. If you do not agree, then you may not use the Services.
If you create a Healsbridge Account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that individual or entity).
If your use of the Services is terminated for any reason, then: (a) this Agreement will continue to apply and be binding upon you with regard to your prior use of the Services (as well as any subsequent and unauthorized use of the Services), including your indemnification obligations as described herein; and (b) any rights or licenses granted to Healsbridge under this Agreement will survive such termination.
NOTICE OF REQUIREMENT TO ARBITRATE AND CLASS ACTION WAIVER: PLEASE REVIEW THE ARBITRATION NOTICE AND CLASS ACTION WAIVER CAREFULLY. YOU ARE REQUIRED TO RESOLVE DISPUTES BETWEEN YOU AND WELLBEINGTON BY BINDING, INDIVIDUAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU AND WELLBEINGTON ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING AGAINST HEALSBRIDGE. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
2. About Healsbridge Services
Healsbridge provides a variety of services via the Healsbridge Site and partner sites (“Services”), which include, but are not limited to: (i) hosting, developing, and curating Content; (ii) hosting Practice and Practice Member, Company and Employee Profile Pages as part of the marketplace on Healsbridge Site; (iii) marketing Practice Members and their services on the Healsbridge Site (collectively, the “Marketing Services”); (iv) health care appointment scheduling services, integration into Practice websites or scheduling systems, appointment reminders for Practice patients and Buyers who book appointments on the Healsbridge Site, (collectively, “Appointment Booking Services”); (v) account management services; and (vi) billing, payment, and collection services (collectively, “Payment Services”).
2.3 Changes to Services. Healsbridge may from time to time add new services, modify, substitute, discontinue, or suspend existing features or functionality of its Services. Under no circumstances will Healsbridge be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new features or services will be governed by this Agreement, even if such changes in Services results in discontinuation of their availability to your customers or users.
2.4 Healsbridge Content. Many of Healsbridge’s Services include or make available content related to health care, health, and wellness. This content may include, but not be limited to, text, photographs, images, guides, data, and recommendations from licensed health care professionals. The provision of such content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment, but is provided to assist you in selecting a health care professional, or a product or service, that meets your needs or matches your interests.
HEALSBRIDGE MAKES REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT. WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY CONTENT (INCLUDING BUT NOT LIMITED TO, DESCRIPTIONS OF PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, OR OTHER INFORMATION LISTED ON PROFILE PAGES OR PRODUCT LISTINGS). IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE, REFER OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED IN THE HEALSBRIDGE.COM MARKETPLACE OR ON THE HEALSBRIDGE SITE, AND/OR ACCESSIBLE THROUGH THE SERVICES.
3. Healsbridge Is NOT a Healthcare Provider
Healsbridge is not a medical provider or medical group. Healsbridge Services are informational and educational. While we will take reasonable care to ensure Content is accurate, timely, and complete, we do not guarantee it, and will not be liable for any errors or omissions, or for the results obtained from the user of, such Content.
If you have questions about your health or about any treatments, regimens, or medication you are considering, please contact a licensed healthcare professional. Nothing on Healsbridge Sites, no content you read or access on the Site, and no information you receive or obtain as part of using our Services, constitutes medical advice. All healthcare or medically related information shared by Healsbridge via any channel are for informational and communicative purposes only.
4. Healsbridge Does Not Endorse or Refer
If you rely on any content from Healsbridge to select a Healthcare Provider, service or product, you do so solely at your own risk. We encourage you to independently confirm any content relevant to you with other sources, including the Healthcare Provider’s office, medical associations relevant to the applicable specialty, your state medical boards, and the appropriate licensing or certification authorities to verify listed credentials and education.
5. ACKNOWLEDGEMENT: Provider Relationships and Provider Listings
You are solely and ultimately responsible for choosing your own Healthcare Provider, service, or product, and for verifying any information about the Healthcare Provider’s experience, qualifications, and licenses and certifications that may impact your care.
5.1 Provider Relationships. All healthcare providers with active medical licenses in good standing are eligible for Healsbridge Services. Healthcare providers choose which Services in which to participate, which products or services to list and at what price, what availability to display, if any, and the number of customers/patients to whom they will sell subscriptions to their practice. Healsbridge is not party to any communications, negotiations, or transactions between Providers and Customers. Healsbridge provides the Services to facilitate discovery, marketing, communications, booking, and payment. Healsbridge receives a percentage of all product and service sales transaction as payment for use of the Healsbridge Services.
Some Healthcare Providers and Sellers of healthcare products listed through the Services enter into contracts with us, and may pay us fees in order to be marketed through or to use the Services.
We may show you advertisements or sponsored results (“Sponsored Results”) through the Services, including above or interspersed within the search results. Healsbridge receives additional fees from Healthcare Providers for including them in Sponsored Results, and such Sponsored Results are not, and should not be considered, an endorsement, referral or recommendation by Healsbridge of the Healthcare Provider. Sponsored Results are conspicuously labeled as “Sponsored” or “Paid Ad” in the Services.
5.2 Provider Listings. Healsbridge is committed to providing you with maximum choice and diversity of Providers and Vendors. To help you find Healthcare Providers and Vendors who meet your needs, Healsbridge will provide you with lists and/or profiles that will be included in search results based on information you enter or provide, including geographical location, healthcare specialty, language, provider availability, and service type.
6. No Provider-Patient Relationship
Healthcare professionals, including but not limited to, physicians, nurses, dentists, therapists, and other professionals (collectively, “Sellers”), use the Healsbridge Sites and Services to share content and to offer their professional services and products for sale.
No licensed professional healthcare provider-patient relationship is created between you and Healsbridge when you access this content via our Site or Services, or any other channel. If you make a purchase or receive advice from a licensed professional on the Site or using our Services, you are creating a relationship with the Sellers, the terms of which you and the Seller will agree upon.
Healthcare Providers must use our Site and Services responsibly, but we have no control over, and but Healsbridge does not guarantee any content, availability, or advice provided by any Healthcare Provider via our Site or Services. Further, we will not be liable for product defects, unfulfilled orders, cancelled or otherwise unfulfilled appointments, or any injury or loss resulting therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Services whatsoever.
7. Accuracy of Provider and Seller Information
Healsbridge or its designee takes certain limited steps to (a) verify that Healthcare Providers and Vendors participating in the Services hold certain active licenses, certifications or registrations required by law to practice the specialties of the services offered by them through the Services, and (b) verify that Healthcare Providers are not listed in the U.S. Department of Health and Human Services Office of the Inspector General Exclusion database (https://exclusions.oig.hhs.gov/). Healsbridge may also exclude Healthcare Providers from our Services who, in Healsbridge’s discretion, have engaged in inappropriate or unprofessional conduct (including, but not limited to, conduct in violation of our Community Policy). If you want to verify the status of Healthcare Provider’s license or a Seller’s business license, or to check to see if she/he/they are in good standing, Healsbridge recommends that you contact your state’s medical and business license verification service (see Resources).
7.1 Subscriptions, Products, Services & Procedures. Subscriptions, Products, Services and Procedures marketed through the Services are not applicable to all individuals or all clinical situations. Any procedures, products, services or devices represented through the Services by advertisers, sponsors, and other users of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success. Speak to a Healthcare Provider to ensure a procedure, product, or service is appropriate for you.
8. Medical Information
9. Your Responsibilities
You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You may only use the Services for lawful, non-commercial purposes. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. You may not accumulate or index, directly or indirectly, any Content or portion of the Services (including, without limitation, Healthcare Provider Content, appointment availability, price information, and Healsbridge Content) for any purpose whatsoever.
You are also responsible for reviewing and complying with the terms set forth in our Acceptable Use Policy and our Community Standards.
9.1 Healsbridge Credentials. When you create a Healsbridge Account, you will provide an email address and create a password (collectively, “Credentials”). You should keep your Credentials private and not share your Credentials with anyone else. Sellers may set up Practice or shop Manager Credentials, which may be shared with the person(s) you designate to manage your Profile on Healsbridge. You must immediately notify us if your password has been stolen or compromised by sending an email to email@example.com. You promise to provide us with accurate, complete, and updated registration information about yourself. You may also be able to connect to the Services maintained by a third party company, such as Facebook, Inc., Google LLC (“Google”) or Apple Inc. (“Apple”). If you connect to the Services through a third party service, you give us permission to access and use your information from such third party service as permitted by such third party service, and to store your log-in credentials for such third party service. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on such third party service. Healsbridge has no control over, and assumes no responsibility for, the services, content, accuracy, privacy policies, or practices of or opinions expressed by any such third party.
9.1.1 Responsibilities of Healthcare Providers and Others in the Healthcare or Medical Industries
If you are a Healthcare Provider or other person or entity in the healthcare or medical industries, regardless of whether you maintain a Healsbridge Account or whether you schedule or intend to schedule appointments through the Services, you acknowledge and agree that:
- You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other Content for any purpose other than your own personal use as a patient or prospective patient;
- You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; and
- You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices (including but not limited to booking fraudulent healthcare appointments), or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.
9.2 Disputes Between Users. Healsbridge is not a party to your transactions with Healthcare Providers and other Sellers; Healsbridge provides a site and Services to facilitate interactions and sales between you and the Provider or Seller. If there is a dispute between participants on this site or Services, or between users and any third party (including but not limited to Healthcare Providers), you agree that you will attempt to resolve the dispute directly with the other user. You may make Healsbridge aware of the dispute via our Dispute Resolution Center. We will attempt to review, mediate, and support resolution of the dispute. Users found in violation of Healsbridge policies or of the law will be deleted from the Service. However, in the event that you have a dispute with one or more other users, Sellers, or Healthcare Providers that is not resolved to your satisfaction, you release Healsbridge, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
10. Third Party Links and Services
10.1 Links to Other Websites. While using the Services, you may encounter links to other websites. These links are provided for your convenience only and we do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other websites. Although we attempt to link to trustworthy websites, it is possible that they will contain materials that are objectionable, unlawful, or inaccurate and we will not be responsible or liable for the legality or decency of material contained in or accessed through such other websites. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealing, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Healsbridge will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
10.2 Third Party Software. We may incorporate third party software as part of certain of the Services, including without limitation open source third party software. Your use of such third party software is subject to any and all applicable additional terms and conditions governing such use provided by the third party software provider. Where applicable, additional notices relating to the third party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third party software.
11. Payment and Transaction Processing
11.2 Provider Services. Healthcare Providers and other Sellers will use Healsbridge Services to list subscriptions, products, and services for sale. Those listings will include price information, and you will be permitted to use the Services to pay for such subscriptions, products, and services.
Prior to purchasing a healthcare subscription, product, or service, or scheduling an appointment for services, please carefully review (a) the price information, and (b) all of the products and services that are included and excluded in each service. Healthcare Providers and Sellers are required to provide the applicable product or service at or below the price indicated at the time of purchase or scheduling (“Designated Price”), unless you separately agree otherwise.
Services in addition to or different from Provider or Seller services may be available, offered or rendered by Healthcare Providers. You and your Healthcare Providers and Sellers are responsible for agreeing to pricing for any additional or different services offered after the transaction on Healsbridge or outside of the site. HEALSBRIDGE IS NOT RESPONSIBLE FOR YOUR OR ANY HEALTHCARE PROVIDER’S OR SELLER’S FAILURE TO AGREE TO PRICING FOR ANY ADDITIONAL OR DIFFERENT SERVICES.
11.3 Transaction Processing. The transaction processing fee will not exceed the fair market value for the Payment Services provided by Healsbridge and its payment processing partner.
You acknowledge and agree that:
- you are responsible for and you will pay the Designated Price for Provider and Seller services charged through Healsbridge by the applicable Healthcare Provider, as well as other amounts the applicable Healthcare Provider or Seller may charge through Healsbridge for any additional or different services rendered during or related to the applicable appointment;
- you remain responsible for paying all amounts required by law and/or contract (e.g., direct health care subscription);
- when you utilize our Payment Services, Healsbridge may process your payment, and may do so in collaboration with our payment processing partners;
- Healsbridge is not responsible for any charges incurred for any products or services provided by Healthcare Provider or Seller;
- Healsbridge is not responsible for any charges submitted for processing by Healthcare Providers or Sellers;
- in the event you dispute any fees chargeable or charged through Healsbridge by a Healthcare Provider or Seller, you will resolve such dispute directly with the applicable Healthcare Provider or Seller;
- you will promptly review all charges processed through the Payment Services, and immediately notify Healsbridge to the extent you have any questions, concerns or disputes; in no event may you raise any questions, concerns or disputes after twelve (12) months from the date of the applicable transaction; and
We are not responsible for any error by, or other acts or omissions of, the payment processor. You further acknowledge and agree that neither Healsbridge nor our payment processing partner will be responsible if either we or our payment processing partner are unable to complete a transaction for any reason, including but not limited to:
- if you have not provided us with accurate, current and complete payment information;
- if you do not have sufficient available funds or available credit to complete the transaction;
- if you do not have an active payment card, or if we are unable to confirm your payment card information or your identity;
- if your account with us, your account with our payment processing partner, your access to the Services, or your access to our payment processing partner’s services has been terminated or suspended for any reason;
- if we or our payment processing partner have reason to believe that the requested transaction is unauthorized; or
- if we terminate or suspend the services we provide to the applicable Healthcare Provider or Seller.
12. Reviews and Other Content You Post or Submit
You will have the opportunity to submit feedback regarding your experiences with Healthcare Providers and Sellers you find through the Services, to submit inquiries concerning possible medical needs, and to participate in the other interactive or community features of the Services (collectively, “Posted Information”). It is important that you act responsibly when providing Posted Information. Your Posted Information must comply with our Acceptable Use Policy, and your Healthcare Provider or Seller reviews must comply with our posted guidelines, as well as any internal policies we may develop and implement from time to time. Please note that while Healsbridge may moderate Posted Information (including but not limited to Healthcare Provider and Seller reviews) for compliance with the requirements in this paragraph, Healsbridge does not endorse or confirm the accuracy of any statements made in such Posted Information;
Posted Information reflects solely the views or opinions of the author, and not of Healsbridge.
By posting Posted Information through the Services, you agree to and hereby grant, and you represent and warrant that you have the right to grant, to Healsbridge and its affiliates, agents, and contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare derivative works of, incorporate into other works, and otherwise fully exploit such Posted Information. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. You may not post Posted Information which is false or fraudulent, or which otherwise does not accurately represent your opinions and experiences.
You understand and agree that Healsbridge, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your Posted Information to conform and adapt that Posted Information to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Posted Information is the sole responsibility of the person from whom such Posted Information originated and does not reflect the opinion of Healsbridge. Healsbridge does not assume liability for Posted Information or for any claims, liabilities, or losses resulting from any Posted Information.
We also welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback“). You may submit Feedback by emailing us, reaching out to our social networking accounts, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish such Feedback for any purpose, without compensation to you.
13. Your Use of Healsbridge Content
All of the Content is owned by us or our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain Healsbridge’s proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Services for your own convenience, but you may not copy, distribute, republish (except as expressly permitted herein), sell, or exploit any of the Content, or exploit the Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither Healsbridge nor its suppliers grant you any express or implied rights, and all rights in the Services not expressly granted by Healsbridge to you are retained by Healsbridge.
We created Healsbridge to make the healthcare system more affordable, transparent, equitable, and centered on the relationship between the healthcare provider and the patient. We want your experience with Healsbridge to be exceptional. While we work hard to make that happen, you acknowledge that we have no control over, and no duty to take any action regarding: (a) which users gain access to the Services, (b) what Content you access, (c) what effect the Content may have on you, (d) how you may interpret or use the Content, or (e) what actions you may take as a result of having been exposed to the Content. You release us from all liability for your use or inability to use any Content. We and our licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns (Healsbridge and all such parties together, the “Healsbridge Parties”) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services, and the Healsbridge Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We have no special relationship with or fiduciary duty to you.
WE (AND OUR LICENSORS AND SUPPLIERS) PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE CONTENT OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, HEALSBRIDGE MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. HEALSBRIDGE DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.
15. GENERAL LIMITATION OF LIABILITY
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR HEALSBRIDGE ACCOUNT. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO CREATE OR MAINTAIN A HEALSBRIDGE ACCOUNT FOR USE OF THE SERVICES, OR (b) $100; EXCEPT THAT, FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE TRANSACTION PROCESSING SERVICES, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY THEREOF REGARDLESS OF THE FORM OF ACTION EXCEED THE TOTAL AMOUNT OF TRANSACTION PROCESSING FEES, IF ANY, REMITTED TO AND RETAINED BY HEALSBRIDGE FOR PROVIDING TRANSACTION PROCESSING SERVICES FOR APPOINTMENTS MADE BY YOU IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE HEALSBRIDGE PARTIES BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ANY SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE SERVICES, OR ANY MATTER BEYOND OUR REASONABLE CONTROL, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU SHALL AND HEREBY WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542 OR ANY SIMILAR LAW OF ANY JURISDICTION, WHICH SAYS IN SUBSTANCE THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
We hope that we can work out any disagreements you might have with Healsbridge. But if there is a dispute that needs to be further resolved, that process will take place according to this section. Please read the following ARBITRATION AGREEMENT carefully, because it requires you to arbitrate certain disputes and claims with Healsbridge and limits the manner in which you can seek relief from Healsbridge.
18.1 Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
18.2 Cost of Arbitration. The Rules will govern payment of all arbitration fees. Healsbridge will pay all arbitration fees for claims less than fifty thousand ($50,000) dollars. Healsbridge will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
18.3 Small Claims Court; Infringement. Either you or Healsbridge may assert claims, if they qualify, in small claims court in Delaware or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
18.4 Waiver of Jury Trial. YOU AND HEALSBRIDGE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Healsbridge are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Healsbridge over whether to vacate or enforce an arbitration award, YOU AND HEALSBRIDGE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
16.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Healsbridge is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
16.6 Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: Healsbridge, Attn: Legal, 4409 Shattuck Avenue, #3344, Oakland, CA 94609 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
16.7 Exclusive Venue. If you send the opt-out notice in Section 17.6, and/or in any circumstances where the foregoing arbitration agreement permits either you or Healsbridge to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Healsbridge agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Delaware, or the federal district in which that county falls.
16.8 Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Healsbridge.
Please visit our Acceptable Use Policy to review our copyright dispute policy.
17.2 SMS/Text Communications. By voluntarily providing your cell phone number to Healsbridge, you agree that Healsbridge may contact you by telephone, SMS, or MMS messages to send you information that we think may be of interest to you at that phone number.
You hereby consent to receiving such communications for transactional, operational, or informational purposes, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Healsbridge. You agree to indemnify and hold Healsbridge harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Message and data rates from your mobile telephone service provider may apply and are subject to the terms and conditions imposed by your provider. You can opt out of receiving text messages at any time by adjusting your notification settings in your account or otherwise following the given instructions for doing so. Note that opting out of receiving all texts may impact your use of the Services.
If you change or deactivate the phone number you provided to Healsbridge, you have an affirmative obligation to update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive Healsbridge’s standard SMS messages unless you also unsubscribe via the above procedures.
17.3 Limitation of Claims. No action arising under or in connection with this Agreement, regardless of the form, may be brought by you more than one (1) year after the cause of action arose; actions brought thereafter are forever barred.
17.4 Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired. Further, the invalid, illegal or unenforceable provision shall be replaced by a provision that comes closest to the intention of the parties that underlie the invalid, illegal or unenforceable provision, except to the extent no such provision is valid, legal and enforceable, in which case such invalid, illegal or unenforceable provision shall be limited or eliminated to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effect and enforceable.
17.5 Governing Law; Language. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware as applied to contracts made and to be performed entirely within Delaware, without giving effect to the state’s conflicts of law statute. This Agreement and all documents referenced herein were drafted in the English language and any translations thereof shall not be binding on either party to the extent they conflict with the English versions.
17.6 Entire Agreement; Waiver
17.7 Headings. The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.
17.8 Assignment. We may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our business or any assets to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.