Terms and Conditions

14. Third Party Processors. Periapt may use [Stripe, Inc. (“Stripe”)] as its third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By using the Service, you agree to be bound by Stripe’s Privacy Policy: https://www.stripe.com/privacy, and hereby consent and authorize Periapt and Stripe to share any information and payment instructions you provide with one or more third party service provider(s) to the minimum extent required to complete your transactions. By making reservations on the Services, you also agree to be bound by Stripe’s Seller Terms: https://stripe.com/ssa.]
 

15. Intellectual Property. 
 

a. Intellectual Property Ownership. With the exception of your User Materials (as defined below), Periapt, the Medical Groups, and/or Periapt’s licensors, as applicable, retain all right, title, and interest in and to the Platform, the Services and any information, content, files, document, text, photographs, images, audio, videos, reviews, products, documentation, software, or other materials available on or through the Platform and Services, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing. For clarity, use, reproduction, copying, or redistribution of Periapt’s trademarks, service marks, and logos or those of Periapt’s third party licensors are strictly prohibited without the prior written permission of Periapt or the licensor, as applicable. The Platform may contain other proprietary notices and copyright information, the terms of which you agree to follow.  
 

b. Limited License. So long as you comply with these Terms (including timely paying all fees associated with your User Account or your use of the Service), Periapt grants you a limited, non-exclusive, personal, revocable, non-transferable and non-sub-licensable right and license to access the Platform and use any paid-for Services for the duration of your Subscription or while your User Account is active, as applicable. All rights not expressly granted to you in these Terms are reserved and retained by Periapt or its licensors, suppliers, publishers, rights holders, or other content providers. Other than User Materials (which you own), neither the Platform and Services, nor any part of the Platform and Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Periapt. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Periapt without express written consent of Periapt. You may not use any meta tags or any other “hidden text” utilizing Periapt’s name or trademarks without the express written consent of Periapt. The content of the Platform, including without limitation, the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Platform may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized or approved in writing by Periapt.
 

c. User Materials. All names, photographs, information, communications and any other content that you submit to or publish on or through the Platform, or that you submit to or publish on an online social media account (e.g., Facebook, Twitter, Instagram) that you own and link or otherwise associate with the Platform or your User Account, including any medical information you provide via Platform, if any and as applicable, is referred to in these Terms as the “User Materials.” You own and are responsible for all User Materials and grant Periapt and its related third parties involved in providing you the Services a worldwide, transferable, sub-licensable, irrevocable, perpetual license to use the User Materials, to the extent permitted by law, in order to provide the Services or as otherwise permitted in our Privacy Policy. You agree not to provide any User Materials that (i) are false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (ii) violate or infringe the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (iii) contain or transmit a virus or any other harmful component. Periapt may, but does not assume the obligation to, monitor and/or delete any User Materials that it deems in its sole discretion to be in violation of the foregoing sentence. You represent and warrant that you have the legal right and authorization to provide all User Materials to Periapt, and if relevant, its related third parties, so Periapt or those entities can provide you with the Services. 
 

d. Feedback. Any feedback, comments, questions, or suggestions (collectively, the “Feedback”) you may provide regarding the Platform or Services is entirely voluntary and we will be free to use such feedback, comments or suggestions without any compensation or other obligation to you. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against Periapt and its users any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback shall survive any termination of your User Account, these Terms, or the Platform or Services.
 

16. Communications. 
 

a. Consent to Electronic Communications. By opting in to use the Platform or Services, you affirmatively consent to conduct business electronically with Periapt and you agree that (i) all agreements and consents can be signed electronically, and (ii) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. 
 

b. Consent to Receive Calls and Text Messages. By providing your mobile number, sending Periapt a text, or otherwise opting-in to receive telephonic communications from Periapt, you are agreeing to be contacted by or on behalf of Periapt at the mobile number you have provided, including calls and text messages, regarding your User Account and use of the Platform and Services. These text messages or calls may be automated and may include information about your treatment plan, appointment reminders, order confirmations, shipping notifications, messages from your Provider, and other transactional messages. You may also sign up to receive promotional and marketing calls and text messages. You are not required to consent to promotional and marketing calls and text messages as a condition of purchase. You may update your notification preferences from Periapt at any time by going through your User Account. By consenting to receive Periapt text messages, you represent that you are the subscriber of the cellular service at the mobile number provided or that you are authorized by the subscriber to sign-up for texts. You understand and agree that: (i) you will be responsible for any message and data rates that may apply for any messages sent to you from Periapt and to Periapt from you, (ii) message frequency may vary, and (iii) neither Periapt, nor your or Periapt’s mobile carriers, are liable for delayed or undelivered messages. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. We may send you one or more welcome messages or administrative messages, such as (in some cases), a request to confirm your opt-in. After that, you will receive recurring text messages, and the specific amount may vary depending on how you use our Services. 
 

c. Opting Out. You can opt out of marketing text messages from Periapt at any time by texting the word “STOP” to a text message from Periapt. After you send the text message “STOP” to us, we will send you a text message to confirm that you have been unsubscribed. After this, you will no longer receive text messages from Periapt unless and until you re-consent to receiving text messages again. You also understand and agree that we have provided you with reasonable methods of opting out, and that any other method of opting out, including, but not limited to, texting words other than “STOP” or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out. Please be advised that if you opt out of marketing text messages, Periapt may still send you transactional text messages about your User Account or use of the Platform and Services. You can opt out of transactional text messages by updating your notification preferences in your User Account. We may send you a text message to confirm your opt out of transactional text messages. Please note that if you withdraw your consent to receive text messages, some Platform features and certain Services may no longer be available to you, and you may not receive important and helpful information and reminders about your Services. If you have revoked consent and want to re-enroll in receiving transactional text messages, you can re-enroll by updating your notification preferences in your User Account. 
 

d. Sensitive Communications. You understand that while Periapt takes your privacy and the security of your health and other sensitive information seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from Periapt outside of the Platform (including off-Platform communications with Providers) are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email outside of the Platform, you do so at your own risk. By opting into text messages, you consent to sending text messages to Periapt, and receiving text messages from or on behalf of Periapt, that are not encrypted. Likewise, by emailing Periapt or giving Periapt your email, you consent to receiving unencrypted emails messages from or on behalf of Periapt.
 

17. Rules and Prohibitions. You understand that you may lose your right to use the Services and receive treatment if you do not abide by these Terms.  In addition to other prohibitions in these Terms, the following conduct is prohibited on the Platform and Services: (a) impersonating or misrepresenting your identity or your affiliation with a person or entity; (b) creating more than one User Account, or forging or manipulating headers or identifiers to disguise the origin of any content transmitted through the Platform; (c) allowing any unauthorized person to access your User Account or to receive Services; (d) harassing, threatening, abusing, defaming, demeaning, discriminating against, intimidating or exhibiting other harmful or disrespectful behavior toward Providers or staff of Periapt and relevant third parties providing Services to you, or disrupting the care of other patients, as we determine in our sole discretion; (e) obtaining prescriptions from multiple prescribers without each prescriber’s (including your Provider(s)) knowledge of the other prescriptions; (f) accessing the Platform or using the Services, medications or other products available through the Platform and Services, in any unlawful way or for any unlawful purpose (including in violation of United States export laws concerning the transmission of technical data and regulated materials via the internet); (g) using any software, program, process, device, application or routine (e.g. robots, scripts, scrapers, spiders, viruses, spyware, and malware) to monitor, copy, disrupt, damage, injure, decrypt, interfere, tamper, hack, spoof, modify or otherwise corrupt the administration, security or proper functioning of the Platform or any servers which may host the Platform; (h) accessing data not intended for you or logging onto a server or a User Account which you are not authorized to access; (i) posting or transmitting any data, materials, content, or information (including, without limitation, advice, and recommendations) which contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programming or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Platform or the Services, personal information, software, equipment, servers, or facilitate or promote hacking or similar conduct; (j) attempting to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by this Platform; (k) running any antivirus or antispyware software that is set to override the internet browser’s cookies setting; (l) in any way infringing, misappropriating or otherwise violating any copyrights, trade secrets, or other rights of Periapt or any third party; (m) incorrectly identifying the sender of any message transmitted to Periapt or altering the attribution or origin of electronic mail, messages, or posting; (n) violating the privacy rights of any person, including harvesting or collecting personal information or personal health information about any other individual who uses the Platform or the Services; (o) transmitting, or procuring the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; (p) otherwise using the Services in any manner that exceeds the scope of use granted herein; and/or (q) attempting to indirectly undertake any of the foregoing or encouraging or enabling any other individuals to do or attempt any of the foregoing. 

Your User Account may be terminated for any of the above infractions. You agree to defend, indemnify, and hold harmless Periapt and its Related Parties (as defined below) from and against all third party claims, damages, and expenses (including, but not limited to, reasonable attorneys’ fees) against or incurred by us arising out of any User Materials you upload to or transmit through the Platform or any breach of these Terms, including this Section 17. Violations of applicable laws and system or network security may result in civil or criminal liability. Periapt may investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. 
 

18. Availability of Services and Export Compliance. Periapt operates subject to state and federal regulations, and not all Services offered through the Platform may be available in your state. You represent that you are not a person barred from enrolling for or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Platform or the Services is limited exclusively to users located in states within the United States where the Services are available as identified on the Platform. Accessing the Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited. You further acknowledge that the Services and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Periapt makes available (collectively, the “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories currently including, but not limited to, Cuba, the Crimea region of the Ukraine, Sudan, Iran, North Korea and Syria (the “Trade Restrictions”). You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List; or (iv) subject to end destination export control regulations. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Services.
 

19. Disclaimer of Warranties. 

YOU EXPRESSLY AGREE THAT ANY ACCESS AND USE OF THE PLATFORM AND SERVICES IS VOLUNTARY AND AT YOUR SOLE RISK. THE PLATFORM AND SERVICES ARE PRESENTED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, PERIAPT AND EACH OF THE THIRD PARTIES OFFERING SERVICES VIA THE PLATFORM, INCLUDING THE MEDICAL GROUPS, AND THE PROVIDERS, DISCLAIM ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE PLATFORM, THE SERVICES, AND ANY CONTENT, INFORMATION, PRODUCT, SERVICE, OR OTHER MATERIALS PROVIDED ON OR THROUGH THE PLATFORM OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE QUALITY, ACCURACY, COMPLETENESS OR TIMELINESS OF INFORMATION, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS. PERIAPT DOES NOT WARRANT THAT THE PLATFORM WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT, OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK-UP AND SECURITY.

PERIAPT DOES NOT GUARANTEE THAT THROUGH USE OF OUR SERVICES, ANY PRESCRIPTIONS WILL BE WRITTEN FOR YOU. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE USE OR MISUSE OF THE PRODUCTS OBTAINED THROUGH OUR PLATFORM OR SERVICES, MAY RESULT IN UNDESIRABLE OR UNEXPECTED CONSEQUENCES. TO THE FULLEST EXTENT OF APPLICABLE LAW, PERIAPT, THE MEDICAL GROUPS, AND ANY OF ITS AND THEIR RESPECTIVE AFFILIATES DO NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY PRODUCTS OR SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH PROVIDERS OR OTHER USERS OF THE PLATFORM. PERIAPT SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF THE MEDICAL GROUPS OR THE PROVIDERS.
 

20. Limitation of Liability. 
 

TO THE FULLEST EXTENT PERMITTED BY LAW, PERIAPT AND ANY OF THE THIRD PARTIES OFFERING SERVICES VIA THE PLATFORM, INCLUDING THE MEDICAL GROUPS, THE PROVIDERS, AND ANY OF PERIAPT’S AND SUCH THIRD PARTIES’ OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, SHAREHOLDERS, PARTNERS, AGENTS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, SUCCESSORS, ASSIGNS, TRANSFEREES, CONTRACTORS, OR LICENSEES (COLLECTIVELY, THE “RELATED PARTIES”), ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH) CAUSED BY OR ARISING FROM OR IN CONNECTION IN ANY WAY TO THE PLATFORM, PRODUCTS, SERVICES, CONTENT, OR INFORMATION CONTAINED WITHIN THE PLATFORM, INCLUDING ANY SERVICES PERFORMED OR PRODUCTS OFFERED BY THE THIRD PARTIES (AS DEFINED HEREIN), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR SERVICES IS TO STOP USING THE PLATFORM OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF PERIAPT, THE THIRD PARTIES OR PERIAPT’S AND THE THIRD PARTIES’ RELATED PARTIES TO YOU WITH RESPECT TO YOUR USE OR ACCESS OF (OR INABILITY TO USE OR ACCESS) THE PLATFORM OR SERVICES IS $500. YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH LIMITATIONS OR RELEASES. 
 

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO WHEN SUCH ACTION OCCURRED. EXCEPT AS EXPLICITLY PROVIDED HEREIN, YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM OR SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE PLATFORM OR SERVICES.
 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
 

21. Release. You hereby release and hold harmless Periapt, the Medical Group, and its and their Related Parties from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, personal injury, property damage, negligence and/or any other legal theory arising from or in connection with the Platform or Services and products offered or provided on or through the Platform or Services and/or the rights and privileges granted or conveyed by you under these Terms (including, without limitation, those rights and privileges relating to the User Materials and/or any elements, derivatives or marketing of the foregoing). 
 

If you are a California resident, you waive California Civil Code Section 1542, which provides:
 

A general release does not extend to claims that 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.
 

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
 

22. Indemnification. You agree to indemnify, defend, and hold harmless Periapt, the Medical Groups, the Providers, any other third parties providing services through the Platform or in connection with your use of the Services, and its and their Related Parties from and against any claim, actions, proceedings, demands, damages, losses, liabilities, settlements, costs and expenses, including, without limitation, reasonable legal and accounting fees and litigation expenses (the “Claims”), resulting or arising from, or alleged to result or arise from, (i) your violation of these Terms or the Privacy Policy, (ii) your use or misuse of the Platform, Services, products or features available through the Platform and Services, or any information posted on the Platform; (iii) your fraud, misrepresentations, violation of law, negligence or willful misconduct; (iv) the content or subject matter of any User Materials or other information you provide to Periapt, the Medical Groups, the Providers, and any other third parties providing services through the Platform or in connection with your use of the Services; (v) any text messages or other communications that you initiate to other users or to third parties through our Services; or (vi) your infringement of third party intellectual property rights or privacy rights.
 

23. Modification, Suspension and Termination. Periapt has the right to suspend or terminate the function or existence of all or any part of the Platform and/or your User Account at any time, and without notice as it deems advisable, including where you violate these Terms, as required by law, or due to security or welfare concerns. To the extent permitted by applicable law, Periapt shall not be liable to you or any third party(s) for any loss or damage that is caused by or arises from or in connection with any such suspensions or terminations. If Periapt has previously prohibited you from accessing or using the Platform, you are not permitted to access the Platform or its Services. The provisions of these Terms which by their nature are intended to survive termination or expiration hereof shall survive, including, without limitation, Sections 10, and 15 through 26. All information contained on the Platform, including descriptions, images, references, features, content, specifications, products, and prices of any products or Services offered by Periapt or its related third parties on or through the Platform, are subject to change at any time and without notice to you.
 

24. Dispute Resolution; Arbitration; Class Action Waiver. 
 

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
 

We will try to work in good faith to resolve any issue you have with the Platform and Services if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction. If you have a dispute with us, you agree to resolve such dispute on an individual basis in accordance with the provisions set forth below.
 

Initial Dispute Resolution.

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration. Failure to engage in this process could result in the award of fees against you in arbitration. To adequately engage in initial dispute resolution, each party must notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to (a) the user’s email address on file with Periapt, or (b) to Periapt via mail to Periapt Corp. 3245 MAIN ST STE 235 #423, Frisco, TX 75034 (“Dispute Notification”). The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond. The other party then has 15 days to reply to the response.

 

Agreement to Arbitrate.
 

If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate confidential binding arbitration as the sole means to resolve claims, subject to the terms set forth below. 
 

Except as explicitly set forth in this Section 24, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms are void or voidable; whether a claim is subject to arbitration, any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment); your relationship with Periapt and/or the Medical Groups; any disputes with Providers and/or relating to the Platform or Services or products provided through the Platform; your User Materials; the threatened or actual suspension, deactivation, or termination of your User Account; payments made by you or any payments made or allegedly owed to you; any promotions, benefits, or other offers; and any other federal and state statutory and common law claims. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator shall also be empowered to consolidate claims raised between the same parties to a single arbitration proceeding. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award shall be written and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
 

Arbitration is more informal than a lawsuit in court: there is no judge or jury in arbitration; discovery in arbitration may be more limited than discovery in litigation; and court review of an arbitration award is limited. This agreement to arbitrate (the “Arbitration Terms”) also applies to claims between you and the Medical Groups and any Providers, and such parties will be considered intended third-party beneficiaries of these Arbitration Terms. As used in these Arbitration Terms, the “Arbitral Parties” shall refer to Periapt, the Medical Groups, and any Providers.
 

Unless you, Periapt and the applicable Arbitral Parties otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class, collective, consolidated or representative proceeding.
 

The arbitration will be administered by JAMS in accordance with the provisions of its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”), excluding any rules or procedures governing or permitting class or representative actions and except that each party will be permitted at least one deposition unless forbidden by JAMS. If for any reason JAMS is unable to administer arbitration, either party may apply to a court to appoint an arbitrator. The JAMS Rules governing the arbitration may be accessed at www.jamsadr.com. If you commence arbitration in accordance with these Terms, you will be required to pay $250 to initiate the arbitration. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Periapt to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, Periapt will pay the remaining filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases. The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of these Arbitration Terms while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.
 

The Federal Arbitration Act (the “FAA”) will govern the interpretation and enforcement of these Arbitration Terms. It is your and the Arbitral Parties’ intent that the FAA and JAMS Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and JAMS Rules are found to not apply to any issue that arises under these Arbitration Terms or the enforcement thereof, then that issue will be resolved under the laws of the State of Virginia. These Arbitration Terms governs to the extent it conflicts with the JAMS Rules or FAA.
 

Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements.
 

Unless you, Periapt and the applicable Arbitral Parties otherwise agree, the arbitration will be conducted in New Castle County, Delaware. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you, Periapt and any applicable Arbitral Parties submit to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to the JAMS Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).
 

The arbitrator will render an award within the time frame specified in the JAMS Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
 

Class Action Waiver. 
 

YOU, PERIAPT, AND THE ARBITRAL PARTIES MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY CLAIM OR DISPUTE AGAINST EACH OTHER ON AN INDIVIDUAL BASIS IN ARBITRATION. This will prohibit you from bringing any class, collective, or consolidated action against Periapt or any of the Arbitral Parties and will also prohibit you from participating in or recovering relief under any current or future such actions brought against Periapt or any of the Arbitral Parties by someone else.
 

Exception – Litigation of Intellectual Property and Small Claims Court Claims.
 

Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights, which include patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights. Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement.
 

30-Day Right to Opt Out.
 

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email address: [email protected]. The notice must be sent within thirty (30) days your first use of the Platform, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. Your notice must include your name and address, the email address you used to set up your User Account (if you have one), and an unequivocal statement that you want to opt out of these Arbitration Terms. If you opt-out of these arbitration provisions, Periapt also will not be bound by them, but all other parts of these Terms will continue to apply to you.
 

Changes to this Section.
 

Periapt will provide thirty (30) days’ notice of any changes affecting the substance of this Section 24. Changes will become effective on the 30th day. If you continue to use the Platform or its Services after the 30th day, you agree that any unfiled claims of which Periapt does not have actual notice are subject to the revised clause.
 

25. Third party services. Parties other than Periapt, including but not limited to the Medical Groups and Providers, and payment processors, provide services or sell products through the Services (collectively, the “Third Parties”), and Periapt may also make available to you certain services, products, content or resources provided, manufactured, distributed, or sold by Third Parties (the “Third-Party Goods and Services”), including links to and advertisements related to Third-Party Goods and Services. Your use of any Third-Party Goods and Services and any interactions with Third Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such use or interactions, are solely between you and such Third Parties. Any use of third-party software explicitly integrated in connection with the Services, or any Third-Party Goods and Services, will be governed by the applicable Third Party’s license or terms of use, if any, and if there is no such license or terms of use, by these Terms. In addition to these Terms, your use of the Platform and Services must comply with all applicable third-party terms of agreement, if any. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction involving Third Parties or any Third-Party Goods and Services. You agree that Periapt shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of any Third-Party Goods and Services or your interactions with any Third Parties. In the event of any dispute between you and any Third Party, any other user or any other entity or individual, you understand and agree that Periapt is under no obligation to become involved in such dispute, and you hereby release and indemnify Periapt and its Related Parties, from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein.