Terms and Conditions
These Terms and Conditions of Use (“Terms”) apply to your use of the services, websites, and applications offered by Periapt Corp. and/or its subsidiaries, partners, and affiliates, including but not limited to separate professional entities with whom we have management relationships (collectively, “Periapt,” “we,” or “us”). Periapt owns and operates online products and services, including, but not limited to, the websites located at Pery (the “Websites”), and may have previously, now or in the future own and/or operate a mobile application (collectively, the “Platform”). Periapt owns and operates the Platform through which medical services are provided through licensed health professionals that are affiliated with or employed by Periapt. Your access and use of the Platform, any part thereof, or anything associated therewith, including its content (the “Content”), any products or services provided through the Platform or otherwise offered by Periapt, and any affiliated website, software or application owned or operated by Periapt (collectively, including the Platform and the Content, the “Service” or “Services”) are governed by these Terms.
Please read these Terms carefully because they govern your access and use of the Services, the Platform, including the Websites, and any other affiliated website or mobile application on which we post these Terms.
In these Terms, the terms “you” and “your” means you, as the user of the Services, or the parent or legal guardian of the user of the Services, your dependents if any, any other person accessing your User Account (as defined below), and each of your heirs, assigns, and successors. The Services are, in part, intended for the benefit of individuals under the age of eighteen (18); however, individuals under the age of eighteen (18) are prohibited from using all or any part of the Services or entering into these Terms, unless a parent or legal guardian provides written consent to use of the Services or these Terms. Please contact us at [email protected] if you are a parent or legal guardian of an individual under the age of eighteen (18) who you believe has used the Services without your consent.
BY CLICKING “I AGREE,” CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE SERVICE (AS DEFINED BELOW) OR OTHERWISE AFFIRMATIVELY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CREATE AN ACCOUNT, USE THE SERVICE, OR ACCESS THE WEBSITES. YOU HEREBY GRANT AGENCY AUTHORITY TO ANY PARTY WHO CLICKS ON THE “I AGREE” BUTTON OR OTHERWISE INDICATES ACCEPTANCE TO THESE TERMS ON YOUR BEHALF.
ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US OR YOU AND SUBSIDIARIES, AFFILIATES, AND PARTNERS OF PERIAPT, INCLUDING, BUT NOT LIMITED TO, AFFILIATED MEDICAL GROUPS AND PROVIDERS PERFORMING SERVICES THROUGH THE PLATFORM, ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE SERVICE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.
THE USE OF OUR SERVICE IS NOT APPROPRIATE FOR EMERGENCIES. IF YOU HAVE A MEDICAL EMERGENCY, SEEK IN-PERSON EMERGENCY CARE IMMEDIATELY OR DIAL 911. DO NOT USE THE SERVICE FOR EMERGENCY HEALTH NEEDS. THE SERVICE IS NOT DESIGNED FOR ACUTE TREATMENT OF SEVERE BEHAVIORAL HEALTH ISSUES. IN THE EVENT YOU ARE EXPERIENCING SEVERE EMOTIONAL DISTRESS, PLEASE CONTACT THE NATIONAL SUICIDE PREVENTION HOTLINE: CRISIS TEXT LINE AT 1-800-273-8255, TEXT 988, OR TEXT “HOME” TO 741-741, TO OBTAIN IMMEDIATE ASSISTANCE.
THE SERVICE IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. THE HEALTH CARE PROVIDER SEEING YOU THROUGH THE PLATFORM MAY DETERMINE THAT THE PLATFORM IS NOT APPROPRIATE FOR YOUR NEEDS AND MAY REFER YOU TO ANOTHER PROVIDER. THESE TERMS ARE SUBJECT TO CHANGE AS PROVIDED HEREIN.
1. Description of the Services. The Services offered through the Platform include, but are not limited to:
a. Clinical services offered by Periapt and its Providers (defined below) to diagnosis, treat or mitigate attention-deficit/hyperactivity disorder (“ADHD”) and family support for caring for minors diagnosed with ADHD. Certain non-clinical support, lifestyle management, and coordination services may also be provided by Periapt.
b. We may also communicate and provide clinical services synchronously (via video, call, or other methods) or asynchronously (through text messages, messages within the Platform, or other methods) with the users. We may assign tasks, goals, and content for users to complete on a weekly basis.
c. We may provide clinical services for parents or legal guardians to children diagnosed with or suspected of having ADHD, including appointments with medical providers and licensed mental health therapists.
d. We may provide non-clinical comprehensive tools for parents or legal guardians of children diagnosed with or suspected of having ADHD, including educational materials, progress reports, customized recommendations, and community-based resources. We may also provide to parents or legal guardians of children diagnosed with or suspected of having ADHD care navigation support, including psychoeducation, appointment scheduling, and Platform navigation, through a non-licensed care navigator; and
e. Such other services as we may offer from time to time and that are determined to be medically appropriate or otherwise beneficial to you.
Some Services on the Platform may be provided by qualified and licensed doctors, and other qualified and licensed health care providers that work with Periapt or other medical groups contracted with Periapt (the “Providers”). The Platform may provide you with access to one or more affiliated medical practices (“Medical Groups”) that employ or contract with Providers and provide telehealth services through the Platform (together, the medical services offered on the Platform shall hereinafter be referred to as the “Telehealth Services”).
The Services may change from time to time, and Periapt may choose to add new Services or suspend or discontinue some or all of the Services at any time, in its sole discretion.
2. Telehealth Services. Telehealth involves the delivery of health care services remotely by means of telecommunications technologies. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. All communications sent over an Internet connection, including through use of the Platform, are inherently vulnerable to hacking, theft, unauthorized access and/or disclosure, misdirection, loss of data, corruption of data, delays or interruptions in communication, or reductions in quality due to lack of or reduction in broadband access and reliability. As a result, health care services provided to you through the Platform may not always be of the same quality as if those same services were delivered in person. Some health care services are not appropriate for remote delivery and the Provider providing Services through the Platform retain the sole discretion over whether to treat you through the Platform. You may be directed to receive medical care at an in-person visit with a medical professional. The telehealth services are not a substitute for in-person care in all cases. In order to use the Services, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Patient Consent”) that will be provided to you via the Services. The Patient Consent is hereby incorporated into these Terms by reference and constitutes a part of these Terms. You agree that Periapt is a third-party beneficiary of the Patient Consent and has the right to enforce it against you. Because the Telehealth Services are delivered remotely, you must accurately report to Periapt your physical location at the time of the Telehealth Service. This allows us to match you with a Provider who is licensed to practice in your jurisdiction. To use the Service, you must be located in one of the jurisdictions in which the Telehealth Services are available. By agreeing to these Terms, you are certifying that you have and will truthfully represent your location each time you use the Service. Where appropriate, the Medical Groups and/or your Provider(s) may also request your cooperation in obtaining records from your previous health care providers to assist in providing the best care for you (this may include signing a release and/or authorization to speak to all other health care providers that you see). By accepting these Terms, you acknowledge and agree that the Medical Group and/or Providers may send you messages, reports, and emails via the Services regarding your diagnosis, treatment, or services or resources that we think may be beneficial to you and your condition. You understand and agree that Periapt is not responsible for the security or privacy of communications services you use to receive the aforementioned messages, reports, and emails sent via the Services. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither Periapt nor the Medical Groups nor any Provider will be responsible in any way and you will not hold Periapt, the Medical Groups or any Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Medical Groups or your Provider(s).
4. Acceptance of Terms. Your access to and use of the Services is subject to these Terms, as well as all applicable laws and regulations. If you do not accept and agree to be bound by these Terms in their entirety, you are strictly prohibited from visiting, accessing, registering with and/or using the Services or any information or Content provided through the Services, except as necessary to review these Terms. The Services are continually under development, and we reserve the right to revise or remove any part of these Terms or the Service in our sole discretion at any time and without prior notice to you. Any changes to these Terms are effective upon posting to the Platform. Unless otherwise indicated, any new Content added to the Services is also subject to these Terms upon posting to the Platform. If you disagree with these Terms or any terms or conditions herein, your sole remedy is to discontinue your use of the Services. Your continued use after a change to these Terms has been posted constitutes your acceptance of these Terms as modified by such changes.
5. Your Relationship with Periapt. Periapt through its Medical Groups and Providers, provides Telehealth Services through its Platform. The Providers on the Platform use their independent professional judgment when rendering Telehealth Services. Periapt may provide administrative, payment, technological and other supportive non-clinical services for its operations, the Medical Groups, and Providers. The Medical Groups and the Providers are responsible for the quality and appropriateness of the care they render to you on the Platform. You will be matched with available Providers based on the information you submit to the Platform, and you will be provided with information about the credentials of your assigned Provider. The Telehealth Services you receive may vary depending on the Provider you interact with. Periapt does not participate in or interfere with the interaction between you and Providers and does not have control over the quality, reliability, legality, integrity, authenticity, accuracy, appropriateness, provision, or failure to provide, or responsiveness of the information provided by or to Providers. By using the Services, you may be entering into a doctor-patient or other health care provider-patient relationship with the Medical Groups and/or one or more Providers. Outside of health care advice you receive directly from a Provider, the content of the Platform provided as part of the Services, including, without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind.
Periapt’s Platform and Services, including the Telehealth Services, are not for medical emergencies or urgent situations. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on the Platform. You should seek emergency help or follow up care when recommended by a Provider or when otherwise needed. You should continue to consult with your primary care physician and other health care professionals as recommended.
Please be aware the Services will stop being provided at the termination of your Subscription (defined below) or Services.
The Services are not an insurance product.
The Services are not health insurance or a substitute for health insurance, and the amounts you pay for Services on the Platform are not insurance premiums. The Services do not meet any individual health insurance mandate under federal or state law. If you desire any type of health or other insurance coverage, you will need to acquire such insurance separately.
6. Eligibility. Only users who have accepted these Terms may access the Platform or Services. By visiting, accessing, registering with, or using the Platform, or by purchasing or using any Services through the Platform, you represent and warrant to Periapt that you are a natural person and that you, as either the user or the parent or legal guardian of the user, are eighteen (18) years of age or older.
7. Device Functionality. You are responsible for obtaining and maintaining your device, software, operating system, carrier and network access necessary to properly access and use the Services. Periapt does not guarantee that the Platform or any portions thereof will function on or in connection with any particular device, software, operating system, carrier, or network. Periapt will have no liability for errors, unreliable operation, interruptions in service, or other issues resulting from use of the Platform on or in connection with rooted or jail broken devices or use on any mobile device that is not in conformance with the manufacturer’s original specifications, including, but not limited to, use of modified versions of the operating system. All rate and data fees of your device’s carrier apply to your use of the Platform and Services and Periapt is in no way responsible for your carrier rates and data fees, where applicable. Additional Terms for Mobile Applications
8. Mobile Applications.
a. We may make available software to access the Service via a mobile device (“Mobile Applications”). To use any Mobile Applications, you must have a mobile device that is compatible with the Mobile Applications. Periapt does not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Periapt hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one user account on one mobile device owned or leased solely by you, for your personal use, or for use on our website. You may not: (i) create multiple user accounts; (ii) modify, disassemble, decompile, or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (iii) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iv) make any copies of the Mobile Applications; (v) remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (vi) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that Periapt may from time-to-time issue upgraded versions of the Mobile Applications and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof, and Periapt or its third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in this Agreement, is void. Periapt reserves all rights not expressly granted under this Agreement. If the Mobile Applications is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display, or disclosure of the Service and any Periapt documentation by the U.S. Government will be governed solely by these Terms of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Mobile Applications originates in the United States and is subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Service.
b. Mobile Applications from Apple App Store. The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple Sourced Software”): You acknowledge and agree that this Agreement is solely between you and Periapt, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple Sourced Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Periapt as provider of the software. Any inquiries or complaints relating to the use of the Apple-Sourced Software, including those pertaining to intellectual property rights, must be directed to Periapt in accordance with the Contact section below. The license you have been granted herein is limited to a non-transferable license to use the Apple-Sourced Software on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the Apple-Sourced Software may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs. In addition, you must comply with the terms of any third-party agreement applicable to you when using the Apple-Source Software, such as your wireless data service agreement. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Periapt as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Periapt, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Periapt acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
c. Mobile Applications from Google Play Store. The following applies to any Mobile Applications you acquire from the Google Play Store (“Google Sourced Software”): (i) you acknowledge that this Agreement is between you and Periapt only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Periapt, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or this Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Periapt’s Google-Sourced Software.
9 .User Account.
a. Registration; User Account. To access the Services on the Platform, you must first create a personal user account with Periapt through the Platform (“User Account”). To create a User Account, you must accept and agree to these Terms. You may be required to satisfy certain conditions precedent imposed by Periapt (including, for example, providing additional information to Periapt, and entering into additional agreements with Periapt and/or its third-party affiliates). You may only have one (1) User Account. A User Account is not transferable between individuals. You agree that all information you submit to create your User Account, including but not limited to your name, date of birth, address, phone number, and email address, shall be truthful, accurate, and complete, and you shall maintain accuracy and completeness of the information associated with your User Account. You will be required to select a password to access your User Account. Your User Account is personal to you, and you are solely responsible for maintaining the confidentiality of the credentials to access your User Account, and you are responsible for all activity that occurs under your User Account. You may not allow another individual or third party to access, use, or modify your User Account. You are responsible for changing your password promptly if you believe that your User Account has been compromised. You are responsible for maintaining the security of your User Account, including keeping your login credentials secret to only yourself. Please contact [email protected] immediately if you suspect that another individual or third party has gained access to your User Account. You are fully and solely responsible for any and all use of the Service using your User Account. We reserve the right to revoke or deactivate your User Account at any time. We reserve the right to take any and all action, as deemed necessary or reasonable, regarding the security of the Platform and your User Account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your User Account.
b. Refusal of Services; Deactivation. Periapt may, but does not assume the obligation to, request further information from you to provide the Services. If you do not timely provide this information in the manner requested, we reserve the right to suspend, discontinue, or deny your access to and use of the Platform and the Services until you provide the information to us as requested. Without limitation, Periapt may refuse to provide the Services to you, cancel your Subscription or deactivate your User Account for any reason in Periapt’s sole discretion, including where we suspect fraud or illegal activity. This includes, but is not limited to, stolen payment information or falsified medical information resulting in a prescription and subsequent supply of medication by a pharmacy. You may deactivate your User Account by contacting [email protected]. Without limiting the survival of certain provisions in these Terms, these Terms shall continue to apply to our relationship with you unless you deactivate your User Account in accordance with these Terms. For clarity, canceling a Subscription will not operate to deactivate your User Account or terminate these Terms, which will continue governing your User Account.
10. Payments and Billing. Periapt is not enrolled with, and is not a participating provider with, any federal or state healthcare programs (i.e., Medicare, Medicaid) or commercial insurance program for the provision of any health care services or supplies. By choosing to use the Service, you are specifically choosing to obtain products and services on a self-pay, cash basis outside of any federal or state healthcare program or commercial insurance. Thus, you are solely responsible for the costs of any service or product provided to you. All purchases are final and once paid, all fees, including Subscription Fees (defined below), are non-refundable regardless of whether Services are utilized, except as prohibited by applicable law.
11. Subscriptions. If you purchase a subscription to the Services (“Subscription”), with the exception of any free trial periods, Periapt will charge you a Subscription fee at the rate presented to you (“Subscription Fee”). The Subscription gives you access to the Services for one month, or a different subscription period selected on the Platform (“Subscription Period”). Unless otherwise stated when you sign up for a Subscription, your selected Services will automatically renew for a further Subscription Period with the Subscription Fee (including any applicable taxes) and will continue to do so unless we are either no longer offering that Service, in which case we will notify you, or your Subscription has been canceled in accordance with these Terms. The billing period for your Subscription Fee begins from the time of registration (i.e., when you register, enter your payment method and pay the initial Subscription Fee), and again at the start of each subsequent Subscription Period. By signing up for a Subscription, you agree to pay your Subscription Fee in full each Subscription Period and authorize your payment method on file to be billed automatically each Subscription Period by Periapt’s third-party payment processor for the entire length of your Subscription, regardless of whether or not you have used the Services during the Subscription Period, until your Subscription ends or is canceled. If any Subscription Fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your Subscription. You will be responsible for paying all past due amounts. You acknowledge that billing may not occur on the exact same date of each month. Our Subscriptions are on a month-to-month basis. If you cancel your Subscription, you will not be charged for the next month; however, your current Subscription will remain in place for the remainder of the current month. You may cancel a subscription at any time up to forty-eight (48) hours before the applicable renewal processing date of your subscription through the Service, by emailing [email protected] and requesting a cancellation. Your Subscription contains the bundle of services described on our website for the Subscription plan that you select. Please be advised that there are limits on the number of appointments, appointment times, and text responses; each such limitation is described under the Subscription options. The Subscriptions do not provide comprehensive health insurance coverage, are not intended to be health insurance products, and do not satisfy the health benefit requirements as established under the Affordable Care Act. You are only entitled to the services described under the Subscription description that you select.
12. Other Fees. You agree to pay all other fees and charges associated with your User Account and use of the Services that are not included in the Subscription Fee, including, for example, appointment no-show fees, cancellation fees or late rescheduling fees, cost of recommended or prescribed medication and refills, fees associated with any referrals to other providers that are not part of the Service, single visits with a Provider that are not part of a Subscription, and any fees for any Services that are not charged on a Subscription model, on a timely basis and according to the terms and the rates presented to you. By using the Services and incurring such other fees, you authorize us to bill and charge your payment method on file for such other fees in full.
13. Trials. Periapt may periodically offer discounts on its Services in the form of free trial periods or promotional fees. The terms of those discounts will be stated at the time you sign up or when you purchase a specific Service or product. If your Subscription includes a free trial, you will not be charged the applicable Subscription Fee during your free trial. To obtain the free trial, you may be required to provide a credit card or other payment method in order to ensure uninterrupted access and continued use after the expiration of the free trial. Upon completion of your free trial, your Subscription will automatically convert into a paid Subscription and your payment method will be charged the applicable Subscription Fee unless you have canceled your Subscription. If your Subscription includes a promotional fee, you will be charged the promotional fee for the relevant number of billing periods and upon completion of that period, your Subscription will continue to automatically renew at the full, non-promotional rate. You may cancel your Subscription during your free trial or promotional period to avoid being charged the full applicable Subscription Fee.
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.
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.
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.
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.
26. General Terms
a. Governing Law. These Terms shall be governed in all respects by the internal substantive laws of the State of Delaware, without regard to its conflict of laws principles. Except for claims that must be arbitrated pursuant to the Arbitration Terms, any claim or dispute arising in connection with the Platform or Services shall be decided exclusively by a court of competent jurisdiction located in New Castle County, Delaware, and you consent to the personal jurisdiction of and venue in such courts and waive any and all jurisdictional and venue defenses or objections otherwise available.
c. Amendment. Except as provided in the Dispute Resolution provision in Section 24, Periapt may revise these Terms from time to time without notice to you. If we determine a revision to the Terms, in our sole discretion, is material, we will notify you as required by law. These changes will be posted on this or a similar page of the Platform. By continuing to access or use our Platform or Services after those revisions become effective, you agree to be bound by the revised terms. We encourage you to read these Terms periodically.
d. Severability and Entire Agreement. In the event that any of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect. These Terms constitute the entire agreement between Periapt and you pertaining to the subject matter hereof.
e. No Waiver. No waiver of any term of the Terms shall be deemed a further or continuing waiver of such term or any other term, and Periapt’s failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision.
f. Assignment. You may not assign, transfer, or delegate these Terms or any part thereof without Periapt’s prior written consent. Periapt may freely transfer, assign, or delegate all or any part of the Terms, and any rights or duties hereunder or thereunder. The Terms will be binding upon and inure to the benefit of your and Periapt’s successors, and assignees.
g. Third Party Rights. By accepting these Terms, you acknowledge and agree that any Services you receive from the Medical Groups and the Providers through the Platform are also subject to these Terms, and that the Medical Groups and the Providers are third-party beneficiaries of these Terms. Otherwise, unless expressly stated in the Terms to the contrary, nothing herein is intended to create or establish third-party beneficiary status rights or their equivalent in any other referenced individual, subcontractor or third party, and, except as specifically set forth in these Terms, no third party shall have any right to enforce any right or enjoy any benefit that is created or established under these Terms.
h. Contact. If you have any questions or concerns about these Terms, please contact us by email at [email protected]. We will attempt to respond to your questions or concerns promptly after we receive them.
i. Changes to these Terms. From time to time, we may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms on the Platform. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use the Platform or Service, you are agreeing to the revised Terms. PLEASE CHECK THE PLATFORM FREQUENTLY FOR ANY CHANGES TO THESE TERMS.