Effective Date: May 24, 2021
Section 1: General
- UNLESS YOU ARE A CONSUMER LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE RESOLUTION, THESE TERMS PROVIDE THAT ALL DISPUTES BETWEEN YOU AND ACCOMPLISH WILL BE RESOLVED BY BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT, EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY, AND YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. PLEASE REVIEW SECTION 4(D) (“DISPUTE RESOLUTION AND ARBITRATION”) FOR THE DETAILS REGARDING YOUR AGREEMENT TO ARBITRATE ANY DISPUTES WITH ACCOMPLISH.
- Accomplish reserves the right to revise these Terms from time to time in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Services or updating the “Effective Date” date at the beginning of these Terms. You are responsible for periodically reviewing these Terms for applicable changes. The term “you” refers to the person visiting the Site, using the Accomplish Services. BY ACCESSING OR USING THE ACCOMPLISH SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND TO THESE TERMS, AS THEY MAY BE AMENDED FROM TIME TO TIME. If you do not agree to these Terms, including the mandatory arbitration and class action waiver in Section 4(D), you may not access or use the Accomplish Services.
- ACCOMPLISH SERVICES; LIMITATIONS. THE ACCOMPLISH SERVICES ARE INTENDED ONLY TO RECORD, DISPLAY, STORE, AND TRANSMIT CERTAIN DATA (COLLECTIVELY “CLINICAL DATA”). YOU, AS THE USER OF THE ACCOMPLISH SERVICES, ARE RESPONSIBLE FOR THE CLINICAL DATA RECORDED AND STORED BY THE ACCOMPLISH SERVICES. THE ACCOMPLISH SERVICES ARE NOT INTENDED TO DIAGNOSE ANY CONDITION OR AUTOMATICALLY ALERT ANY HEALTHCARE PROFESSIONAL OR THE PATIENT TO POTENTIALLY SERIOUS CONDITIONS OR OTHER HEALTH CONDITIONS. YOU, AS THE PATIENT OR PATIENT GUARDIAN, HAVE THE RESPONSIBILITY TO PROACTIVELY MONITOR THE CLINICAL DATA AND TO CONTACT A HEALTHCARE PROVIDER OR EMERGENCY SERVICES (E.G., CALL 911) IF YOU SUSPECT AN EMERGENCY HEALTH CONDITION. THE ACCOMPLISH SERVICES ARE NOT INTENDED FOR CONTINUOUS OR REAL-TIME MONITORING, AND WE DO NOT GUARANTEE A RESPONSE BY ANY HEALTHCARE PROFESSIONAL TO CLINICAL DATA OR ANY OTHER INFORMATION RECORDED THROUGH THE ACCOMPLISH SERVICES. ALTHOUGH ACCOMPLISH MAY ACCESS YOUR CLINICAL DATA TO PROVIDE CERTAIN SERVICES TO YOU OR YOUR HEALTHCARE PROVIDER OR ENABLE YOU TO CONNECT YOUR ACCOUNT TO YOUR HEALTHCARE PROVIDER, ACCOMPLISH DOES NOT AUTOMATICALLY REVIEW, MONITOR, EVALUATE, OR ANALYZE ANY INFORMATION GENERATED FROM THE ACCOMPLISH SERVICES. IT IS YOUR RESPONSIBILITY TO PRESENT YOUR CLINICAL DATA AND/OR OTHER MEDICAL DATA TO YOUR PHYSICIAN FOR PROPER ANALYSIS AND DIAGNOSIS.
- Accomplish Services. Accomplish offers the Site, Software and Accomplish Services to allow patients and professional medical practices (including Virtual Medical Partners MI (the “Practice”) to connect and set up consultations via telehealth with the Practice’s health care providers. [Separately, Accomplish provides certain chronic care management and remote patient monitoring services.] Accomplish provides non-clinical administrative and business support services to the Practice. The Practice, and not Accomplish, provides professional medical services. The Practice is independently owned by a licensed physician. Accomplish does not employ or otherwise supervise or control any licensed professionals providing care to you. None of the content of the Site, Software or Accomplish Services, constitutes professional medical advice, diagnosis, treatment, or recommendations of any kind by Accomplish. You should always seek the advice of a qualified health care professional with any questions or concerns you may have regarding your individual medical care or conditions.
- Practice Services. The Practice employs or independently contracts with health care providers to deliver clinical services via telehealth. Accomplish does not offer or provide professional medical or other clinical services, and as such is not responsible for the quality and appropriateness of the care or services rendered to you by the Practice or its providers. You acknowledge and agree that any patient-provider relationship created is between you and the Practice’s providers, and that any determination regarding the selection of a particular health care provider is your responsibility. Neither Accomplish nor any of its affiliates or subsidiaries shall be liable for any professional advice received from the Practice or its providers, or otherwise for any information obtained from the Site or the Software.
- Telehealth. Your use of the Accomplish Services, the Site and the Software may involve telehealth. Telehealth services often include interactive communication between a health care provider and a patient who are in physically separate locations via electronic means. Please review the Accomplish Health Consent to Telehealth , which is incorporated herein by reference, for additional details, including a description of applicable risks and benefits associated with telehealth.
- Eligibility: The Accomplish Services are currently only available to people of at least 18 years of age residing in the United States of America (USA). If you are not eligible, or do not agree to the Terms, then you do not have permission to use the Accomplish Services. Accomplish and the Practice provide services that are subject to federal, state and local laws, rules and regulations. The Accomplish Services may not be available in your jurisdiction, and are not available outside the United States. You are specifically prohibited from accessing the Accomplish Services, Site or Software from jurisdictions where any such Services or information is illegal, or where the offering of such Services is prohibited.
- User Account: To access the Accomplish Services, you must register for an account (your “Account”). When you register for an account, you may be required to provide us with some information about yourself including personal information such as your name, email address, mobile number, telephone number, mailing address, password, gender, height and birthdate. You may choose to provide additional information to us. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You must safeguard your login and other account information and must not disclose that information to anyone. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at [insert contact information]. Your account may automatically expire following any period of inactivity associated with your account in excess of twelve (12) consecutive months.
- Termination of Use; Discontinuation and Modification of the Service.
- Termination by You. You may terminate your account and/or your participation in the Accomplish Services at any time by contacting Accomplish at email@example.com .
- Termination by Accomplish. Accomplish may, in its sole discretion, terminate your participation in the Accomplish Services, your access to the Site or the Software, or your account if you violate any provision of these Terms, with or without notice. In addition, Accomplish may in its sole discretion terminate your participation in the Accomplish Services, your access to the Site or Software, or suspend or revoke your access to the Accomplish Services at any time if you violate any provision of these Terms, if we no longer provide any part of the Accomplish Services, or for any other reason, with or without notice. We also reserve the right to suspend, modify or discontinue the Accomplish Services at any time (including by limiting or discontinuing certain features of the Accomplish Services), temporarily or permanently, without notice to you. To the fullest extent permitted under applicable law, we will have no liability on account of any change to the Accomplish Services or any suspension or termination of your access to or use of the Accomplish Services.
- Return of Devices and/or Supplies Upon Termination. If your access to the Accomplish Services is terminated by any party for any reason, you agree to return all equipment. You will also be required to return any unused resupply items that are requested by Accomplish. Accomplish will send you a pre-paid postage box for requested returns.
- Prohibited Conduct. BY USING THE ACCOMPLISH SERVICES OR BY ACCESSING THE SITE AND SOFTWARE, YOU AGREE NOT TO:
- resell, redistribute, or otherwise make available to any third party for their use any supplies, products, applications, information or other tools provided to you through the Accomplish Services or as available on the Site or Software;
- purposefully or negligently damage devices or supplies provided by Accomplish;
- repeatedly and negligently lose supplies or devices provided by Accomplish;
- use or access the Accomplish Services, the Site, Software, or any other information provided thereunder (a) from a jurisdiction where such use or access is not authorized, (b) for any illegal or unauthorized purpose, or (c) in violation of any local, state, national, or international law;
- conduct activities that may be harmful to others or that could damage Accomplish’s or the Practice’s reputation;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, or disclosing personal information about another person;
- post, upload, or distribute marketing or advertising links or content, or any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
- use scrapers, robots, or other data gathering devices on or through the Accomplish Services, or frame or otherwise provide the Accomplish Services to third parties without Accomplish’s prior written consent;
- interfere with security-related features of the Accomplish Services, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Accomplish Services, including the app(s), or any product or supply provided in connection with the Accomplish Services, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
- interfere with the operation of the Accomplish Services or any user’s enjoyment of the Accomplish Services, including by: (a) uploading, posting, emailing, or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Accomplish Services; (c) uploading, posting, emailing or otherwise transmitting or disseminating any unsolicited or unauthorized promotional materials, “junk mail”, “spam”, or other form of solicitation, (d) collecting, transmitting, or attempting to collect or transmit personal information, including without limitation health information, about another user or third party without their consent; or (e) interfering with or disrupting any network, equipment, or server connected to or used to provide the Accomplish Services, or violating any regulation, policy, or procedure of any such network, equipment, or server;
- perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Accomplish Services or account without permission, or falsifying your account registration information;
- modify, translate, or create derivative works, adaptations or compilations of, or based on, the Accomplish Services or part thereof, or use, copy or reproduce the Accomplish Services or any part thereof other than as expressly permitted in these Terms;
- assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms; or
- attempt to do any of the acts described in this Section 2(H), or assist or permit any person in engaging in any of the acts described in this Section 2(H).
- Consent to Contact: When using the Site, the Software and the Accomplish Services, or when sending emails, messages or other communications from your computer or mobile device to Accomplish, you are communicating with Accomplish electronically. By providing us with a valid email address and phone number, you authorize and give consent to Accomplish, its affiliates and subsidiaries to contact you in order to collect relevant information, to coordinate or arrange delivery of medical devices and/or supplies, and to schedule patient training. You specifically consent that any contact with you pursuant to this authorization may be made by Accomplish and/or its Affiliates by telephone, text message, mail, e-mail (including unencrypted e-mail), or by other means of communications. You agree that Accomplish may also send push notifications to your mobile device for Accomplish Services-related or marketing purposes. You may turn off push notifications through your device settings. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.
- Ownership/Copyright; License. Accomplish owns and operates the Accomplish Services. The documents and other information and content available in connection with the Site and the Accomplish Services (the “Site Content“) are protected by copyright and other intellectual property laws throughout the world. All copyright and other proprietary notices on any Site Content must be retained on any copies made thereof. The Site, Software, Site Content and related information and materials may only be used for the intended purpose for which they are made available. Any unauthorized reproduction, modification, distribution, public display or public performance of any Site Content is strictly prohibited. Accomplish and its suppliers reserve all rights not granted in these Terms.
Subject to the restrictions set forth in these Terms, Accomplish grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the App in object code format on devices that you own or control, solely for use with the Accomplish Services. By downloading or using our App(s), you:
- Acknowledge that the App is licensed, not sold to you; and
- Acknowledge that third party terms and fees may apply to the use and operation of your device in connection with your use of the App, such as your carrier’s terms of services, and fees for phone service, data access, or messaging capabilities, and that you are solely responsible for payment of any and all such fees.
- Software Updates: Accomplish may from time to time, in its sole discretion (without obligation), develop and provide updates for the Accomplish Services, which may include upgrades, bug fixes, patches and other error corrections and/or new features (“Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Accomplish has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
Portions of the software may not properly operate if you do not install all Updates, so we encourage you to promptly install all Updates. To that end, based on your mobile device settings, with respect to the App, when your mobile device is connected to the Internet, either (i) the Updates will automatically download and install or (b) you may receive notice of or be prompted to download and install available Updates. For clarity, all Updates are part of the Services and subject to these Terms.
- User Representations and Warranties:
- You represent, warrant and covenant to Accomplish that (1) these Terms have been executed and delivered by you and constitute a valid and binding agreement with you, enforceable against you in accordance with their terms; (2) if you are using the Accomplish Services on behalf of another person or entity, you are a legally authorized representative of the entity or person, and have the authority and agree to bind the entity or person to these Terms; (3) you will not access or use the Accomplish Services except as expressly permitted by these Terms and any additional instructions, guidelines or policies issued by Accomplish, including those posted on the Site, the Software, or in connection with the Accomplish Services; (4) you will access and use the Accomplish Services in full compliance with applicable law; and (5) all of the information, data and other User Content provided by you are accurate and truthful in all respects and you have all rights, licenses, consents, authorizations, and permissions necessary to provide such information for use as contemplated in connection with the Accomplish Services.
- You represent, warrant and covenant to Accomplish that you are at least 18 years of age and live in the USA.
- User Content
- User Content Generally. Certain features of the Accomplish Services may permit you or other users to upload content to the Accomplish Services, including messages, images, data, text, location information, and other types of information (“User Content”) and to publish User Content. You retain the copyrights, including any moral rights, and any other proprietary rights that you may hold in the User Content that you post to the Site, Software or in connection with the Accomplish Services; provided that you understand and agree any data provided by you may become part of your health record, and that copy of such data may be owned and/or controlled by your health care provider under applicable law.
- Limited License Grant to Accomplish. By posting or publishing User Content, you grant Accomplish a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable right and license (with the right to sublicense) to use, host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute your User Content, in whole or in part, for any purpose, in any media formats and through any media channels now known or hereafter developed. We may also create data and images that are de-identified or anonymized in accordance with applicable law from your User Content, and such de-identified or anonymized data and images will no longer be your User Content. You irrevocably and forever waive any rights you may have regarding your User Content being altered or manipulated in any way that may be objectionable to you. Accomplish reserves the right to refuse to accept, post, display, or transmit any of your User Content in its sole discretion.
- Limited License Grant to Other Users. By using the Accomplish Services or sharing any User Content with your health care provider, you grant your health care provider a non-exclusive license to access and use that Clinical Data and User Content as permitted by these Terms and the functionality of the Accomplish Services.
- You represent, warrant and covenant to Accomplish that in connection with your use of the Accomplish Services, the Site and the Software, you shall not provide any User Content that: (i) contains sexually explicit content that is pornographic, obscene, harmful to minors, or constitutes violations of child pornography or child exploitation laws, (ii) denigrates any ethnic, racial, sexual or religious group, (iii) promotes violence or physical harm against any individual or group, (iv) exploits the image or likeness of any individual other than yourself (other than where you have obtained specific authority to do so from such other persons), or (v) is otherwise offensive or uses offensive images or language.
- Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Accomplish Services (“Feedback”), then you hereby grant Accomplish an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Accomplish Services and create other products and services.
- Disclaimers; No Warranties; Release; Limitation of Liability
To the fullest extent permitted by applicable law, you release Accomplish and the other Accomplish Indemnified Persons from any and all responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE § 1542 AS WELL AS ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
THE ACCOMPLISH SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH OR IN CONNECTION WITH THE ACCOMPLISH SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE ACCOMPLISH INDEMNIFIED PERSONS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE ACCOMPLISH SERVICES, ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE ACCOMPLISH SERVICES, AND ANY SOFTWARE OR HARDWARE ASSOCIATED OR USED WITH THE ACCOMPLISH SERVICES, OR THE AVAILABILITY OF ANY OF THE FOREGOING, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (c) ANY WARRANTY AS TO WHETHER THE CLINICAL DATA OR OTHER INFORMATION AVAILABLE ON, COLLECTED THROUGH, OR TRANSMITTED BY THE ACCOMPLISH SERVICES IS TRUE, COMPLETE OR ACCURATE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ACCOMPLISH IS NOT RESPONSIBLE FOR ANY HEALTHCARE OR RELATED DECISIONS MADE BY YOU OR YOUR HEALTH CARE PROVIDER BASED UPON DATA COLLECTED, TRANSMITTED OR DISPLAYED BY OR ON THE ACCOMPLISH SERVICES, WHETHER SUCH DATA IS ACCURATE OR INACCURATE. THE ACCOMPLISH INDEMNIFIED PERSONS DO NOT WARRANT THAT THE ACCOMPLISH SERVICES OR ANY PORTION OF THE ACCOMPLISH SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE ACCOMPLISH SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE ACCOMPLISH SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE ACCOMPLISH SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE ACCOMPLISH INDEMNIFIED PERSONS OR THE ACCOMPLISH SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE ACCOMPLISH SERVICES, YOUR DEALING WITH ANY OTHER ACCOMPLISH SERVICES USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE ACCOMPLISH SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE ACCOMPLISH SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE ACCOMPLISH SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE ACCOMPLISH SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE ACCOMPLISH SERVICES OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES.
IN NO EVENT WILL THE ACCOMPLISH INDEMNIFIED PERSONS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE ACCOMPLISH SERVICES OR CONTENT ON THE ACCOMPLISH SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ACCOMPLISH INDEMNIFIED PERSON BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. FOR THE AVOIDANCE OF DOUBT, THE EXCLUDED DAMAGES ALSO INCLUDE WITHOUT LIMITATION, LOSS OF SAVINGS OR REVENUE; LOSS OF PROFIT; LOSS OF USE; LOSS OF LIFE OR HEALTH, THE CLAIMS OF THIRD PARTIES; AND ANY COST OF ANY SUBSTITUTE EQUIPMENT OR SERVICES.
IF ACCOMPLISH CANNOT LAWFULLY DISCLAIM LIABILITY FOR ANY OF THE FOREGOING DAMAGES, THEN THE AGGREGATE LIABILITY OF THE ACCOMPLISH INDEMNIFIED PERSONS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE ACCOMPLISH SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF THE AMOUNTS YOU HAVE PAID TO USE THE ACCOMPLISH SERVICES IN THE PREVIOUS SIX (6) MONTHS OR $100, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN WHICH CASE SUCH LIMITATIONS SHALL APPLY TO YOU TO THE EXTENT PERMITTED IN SUCH JURISDICTION. FURTHERMORE, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW, SUCH AS LIABILITY FOR INTENTIONAL VIOLATION OF THESE TERMS. NOTHING IN THESE TERMS AFFECTS YOUR LEGAL RIGHTS AS A CONSUMER.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Section 3: SITE TERMS AND CONDITIONS
https://www.accomplish.health (the “Site”) was created and is operated under the laws of the State of Delaware. This Site is only intended for residents of the United States of at least 18 years of age.
You acknowledge and agree that:
a. Although we strive to provide on this Site the latest developments relating to Accomplish’s products and services, and other information about our company, we do not warrant the accuracy, effectiveness and suitability of any information contained in this Site. Each person assumes full responsibility and all risks arising from use of this Site. The information is presented “AS IS” and may include technical inaccuracies or typographical errors. Accomplish reserves the right to make additions, deletions, or modifications to the information at any time without any prior notification.
b. ACCOMPLISH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO THE INFORMATION OR CONTENT POSTED ON THIS SITE. ACCOMPLISH HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, CREATED BY LAW, CONTRACT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. IN NO EVENT SHALL ACCOMPLISH BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL (INCLUDING LOSS OF PROFIT) CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE EXISTENCE OR USE OF THIS SITE AND/OR THE INFORMATION OR CONTENT POSTED ON THIS SITE, REGARDLESS OF WHETHER ACCOMPLISH HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
c. Accomplish is not responsible, and provides no warranty whatsoever, for the accuracy, effectiveness, timeliness and suitability of any information or content obtained from third parties, including any hyperlinks to or from third-party sites. Except as otherwise provided on this Site, Accomplish will not edit, censor or otherwise control any content provided by third parties on any bulletin board, chat room or other similar forums posted on its Site. Such information should, therefore, be considered as suspect and is not endorsed by Accomplish
d. This Site may contain forward-looking statements that reflect Accomplish’s current expectation regarding future events and business development. The forward-looking statements involve risks and uncertainties. Actual developments or results could differ materially from those projected and depend on a number of factors including, but not limited to, the success of current research programs, results of pending or future clinical trials, ongoing commercialization of its products, regulatory approvals of pharmaceuticals, validity and enforcement of its patents, the stability of its commercial relationships, and the general economic conditions. Accomplish intends to update this site on a regular basis but assumes no obligation to update any of the content.
You understand, acknowledge, and agree to the following:
a. By using this Site, you agree not to disrupt or intercept our electronic information posted on this Site or on any of our servers. You also agree not to attempt to circumvent any security features of our Site, and to abide by all applicable, local, state, federal and international laws, rules and regulations.
The information, documents, and related graphics published in this Site (the “Information”) are the sole property of Accomplish, except for information provided by third-party providers under contract to Accomplish, its subsidiaries or affiliates. Permission to use the Information is granted, provided that (1) the above copyright notice appears on all copies; (2) use of the Information is for informational and non-commercial or personal use only; (3) the Information is not modified in any way; and (4) no graphics available from this Site are used separate from accompanying text. Accomplish is not responsible for content provided by third-party providers, and you are prohibited from distribution of such material without permission of the owner of the copyright therein. Except as permitted above, no license or right, express or implied, is granted to any person under any patent, trademark or other proprietary right of Accomplish.
No use of any Accomplish trademark, trade names, trade dress and products in this Site may be made without the prior written authorization of Accomplish, except to identify the product or services of the company.
LIMITATION OF LIABILITY
Accomplish does not assume any liability for the materials, information and opinions provided on, posted to, or otherwise available through, this Site. Reliance on these materials, information and opinions is solely at your own risk. Accomplish disclaims any liability for injury or damages resulting from the use of this Site, or the content contained thereon.
THIS SITE, THE SITE CONTENT, AND THE PRODUCTS AND SERVICES PROVIDED ON OR AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. IN NO EVENT SHALL THE ACCOMPLISH INDEMNIFIED PERSONS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THIS SITE, THE SITE CONTENT, ANY SERVICES PROVIDED ON OR THROUGH THIS SITE OR ANY LINKED SITE, INCLUDING ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS OR DAMAGES RESULTING FROM DELAY, INTERRUPTION IN SERVICE, VIRUSES, DELETION OF FILES OR ELECTRONIC COMMUNICATIONS, OR ERRORS, OMISSIONS OR OTHER INACCURACIES IN THIS SITE OR THE SITE CONTENT, WHETHER OR NOT THERE IS NEGLIGENCE BY ACCOMPLISH AND WHETHER OR NOT ACCOMPLISH HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Some states do not allow the limitation of liability, so this provision may not apply to you.
Section 4: Interpretation and Disputes
- Governing Law and Competent Courts: You agree that these Terms describe the entire agreement between us with respect to its subject matter. To the fullest extent permitted pursuant to applicable law, the laws of the State of [Delaware] will control the terms and conditions provided in these Terms, without giving effect to any principles of conflict of laws. If a lawsuit or court proceeding is permitted under these Terms, then you and Accomplish agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Wilmington, DE for the purpose of litigating any dispute. If a court of competent jurisdiction finds that any provision of these Terms is invalid or unenforceable, you agree that the other provisions of these Terms will remain in full force and effect. We operate the Accomplish Services from our offices in the United States, and we make no representation that anything contained on the Site or otherwise in the Accomplish Services is appropriate or available for use in other locations.
- These Terms are the entire and exclusive understanding and agreement between you and Accomplish regarding your use of the Accomplish Services, including the Site and the Software, unless you have another agreement with Accomplish that expressly disclaims the applicability of these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent, which may be granted or withheld at Accomplish’s sole discretion. Any attempted assignment by you without such consent shall be null and void. We may assign these Terms at any time without notice or consent, to the fullest extent permitted under applicable law. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
- Force Majeure. Accomplish will be excused from performance under these Terms for any period that it is prevented from or delayed in performing any obligations pursuant to these Terms, in whole or in part, as a result of a Force Majeure Event. To the fullest extent permitted under applicable law, for purposes of this section, “Force Majeure Event” means an event or series of events caused by or resulting from any of the following: (1) weather conditions or other elements of nature or acts of God; (2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (3) quarantines or embargoes, (4) labor strikes; (5) telecommunications, network, computer, server or Internet downtime; (6) unauthorized access to Accomplish’s information technology systems by third parties; or (7) other causes beyond the reasonable control of Accomplish.
- Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF FROM US.
- Generally. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND IN THE INTEREST OF RESOLVING DISPUTES BETWEEN YOU AND ACCOMPLISH IN THE MOST EXPEDIENT AND COST EFFECTIVE MANNER, YOU AND ACCOMPLISH AGREE THAT EVERY DISPUTE ARISING IN CONNECTION WITH THESE TERMS WILL BE RESOLVED BY BINDING ARBITRATION, UNLESS YOU ARE A CONSUMER LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE RESOLUTION.
Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ACCOMPLISH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
- Opt-Out of Agreement to Arbitrate: You can decline this agreement to arbitrate by contacting firstname.lastname@example.org within 30 days of first accepting these Terms and stating that you (include your first and last name, and email address used to register for the Accomplish Services) decline this arbitration agreement.
- Exceptions. Despite the provisions of Section 4(D), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- Arbitrator. To the fullest extent permitted under applicable law, any arbitration between you and Accomplish will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Accomplish.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Accomplish’s address for Notice is: Holistic Health Holdings, Inc. 2810 N Church Street, PMB 31143, Wilmington, DE 19802-4447. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Accomplish may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Accomplish must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Accomplish will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Accomplish in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
- Fees. If you commence arbitration in accordance with these Terms, Accomplish will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location, to be agreed upon, in New York, NY, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Accomplish for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND ACCOMPLISH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Accomplish agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, to the fullest extent permissible pursuant to applicable law.
- Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to these Terms shall be brought by you more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.
- Modifications to this Arbitration Provision. If Accomplish makes any future change to this arbitration provision, other than a change to Accomplish’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Accomplish’s address for Notice, in which case your account with Accomplish will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
- Enforceability. If any term, clause or provision of this Section 4D is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 4D will remain valid and enforceable. Further, the waivers set forth in Section 4D(g) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
- No Third Party Rights. Unless expressly set forth in these Terms, nothing contained herein is intended to confer upon any person other than you, Accomplish, the Practice or any other Accomplished Indemnified Person any rights or remedies. Nothing in these Terms is intended to relieve or discharge any obligation or liability of any third party to you, Accomplish, the Practice, or any other Accomplish Indemnified Person.
- Severability; Entire Agreement; No Waiver. If any provision of these Terms shall be deemed unlawful, void or for any other reason unenforceable, then that provision shall be deemed severed from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms. These Terms constitute the entire agreement between Accomplish and you related to the subject matter hereof. No waiver by any party of any breach or default under these Terms shall be deemed to be a waiver of any other breach or default.