TERMS OF USE

Effective: January 19th, 2023

PLEASE READ THESE TERMS AND CONDITIONS (“TERMS OF USE”) CAREFULLY. THESE TERMS OF USE BETWEEN YOU AND OUTCOMEMD ARE A CONTRACT BETWEEN YOU AND US AND GOVERN YOUR ‎USE OR ACCESS TO OUR SITE AND OUR SERVICES.

OutcomeMD, Inc. and its affiliates‎ (collectively, “OutcomeMD”, “we,” “us” or “our”) provides patient outcome tracking and management to help patients and clinicians follow and understand treatment results to improve care and enhance their business. Utilizing OutcomeMD’s owned and operated website, currently located at www.outcomemd.com (the “Site”); cloud-based patient outcome tracking, management and marketing platform, located at www.portal.outcomemd.com (the “Platform”); and web-enabled emails and texts sent as part of, in connection with, or relating to such software and information services (“Patient Surveys”); OutcomeMD provides the following services (together with our related content, features, applications and other services, including, without limitation, any new features and applications, “Services”):

Subscription Services:

  • tracking, scoring, reporting, and visualization of PROs resulting from such Patient Surveys, administration, and related functionality (collectively, “OutcomeMD Tracking Services”);
  • access rights to all data captured by, and all records and PROs created in connection with, the OutcomeMD Tracking Services provided to HCPs within a customer’s Network ( “OutcomeMD Access Services”);
  • access rights to De-Identified Data provided to HCPs within a customer’s Network (“Outcome Reporting Services”); and
  • outcome empowered lead generation, reputation management and search engine optimization services (“OutcomeMD Marketing Services”, and collectively with the OutcomeMD Tracking Services, OutcomeMD Access Services, OutcomeMD Reporting Services and our related content, features, and applications, including, without limitation, any new features and applications, the “Subscription Services”).

Professional Services:

  • integration of the Platform with third-party software (“Integration Services”);
  • onboarding and training of Customer Representatives (“Training Services”); and
  • custom development services, as mutually agreed upon by the Parties (“Development Services”, and collectively with the Integration Services and Training Services, “Professional Services”).

IMPORTANT: PLEASE REVIEW THESE TERMS OF USE CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE ARBITRATION AGREEMENT IN SECTION 19 AS IT REQUIRES THE PARTIES (UNLESS YOU VALIDLY OPT OUT OF ARBITRATION, AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THESE TERMS OF USE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION 19, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

“You” or “Your” refers to all individuals and other persons who access or use the Services, including, without limitation, any patient or, in the case of individual health care professionals and medical groups or related company (an “HCP”), the company that registers an Account (defined below) and its employees and consultants authorized to access or use the Services via an Account.

1. ACCEPTANCE

You can browse the Site pursuant to these Terms of Use. If you do not agree to these Terms of Use, you may not use the Services. HCPs that wish to access our Platform will need to enter into a Services Agreement, end user license agreement or similar agreement and complete the registration process to create an account for the HCP and each of the HCPs employees and consultants that will have access to the Platform or will otherwise use the Services (each, an “Account”).

By accessing or using any Services, including, without limitation, our Site or Platform, or by clicking a button or checking a box marked “I agree” (or something similar), you accept (whether on behalf of yourself or a minor or legal entity you represent) these Terms of Use as a binding contract and confirm:

  • you have read, understand, and agree to be bound by these Terms of Use;
  • you (or the parent or legal guardian signing on your behalf) are of legal age in the jurisdiction in which you reside to form a binding contract with us; and
  • you have the authority to enter into these Terms of Use personally and, if applicable, on behalf of any child or organization on whose behalf you have created an Account and to bind such child or organization to these Terms of Use.

If you are a minor where you reside (in many jurisdictions, this age is 18) but are at least 13 years of age, you can still use our Services, but you must have your parent’s or legal guardian’s permission (and supervision) to use the Services; and you must get your parent or legal guardian to read these Terms of Use and agree to them for you. If you are a parent or legal guardian and you provide your consent to your child's use of our Services, then you agree to be bound by these Terms of Use with respect to your child’s use of the Services.

Notwithstanding anything stated to the contrary herein, in the event any agreement you may have with OutcomeMD regarding the Services (e.g., your Services Agreement, a Subscription Agreement, or similar) conflicts with these Terms of Use, that agreement (and not these Terms of Use) will prevail only to the extent specifically stated so in such agreement; otherwise, these Terms of Use will prevail.

2. ADDITIONAL TERMS AND POLICIES

Your use of our Services is subject to our Patient Privacy Policy available here  (“Patient Privacy Policy”), and our Platform Privacy Policy available here (“Platform Privacy Policy”), and collectively with our Patient Privacy Policy, our “Privacy Policies”), as applicable. By accessing or using our Services, you consent to our Privacy Policies, to the extent applicable to you.

3. MODIFICATIONS

We reserve the right to modify the terms and conditions of these Terms of Use or our Privacy Policies at any time, effective upon posting of an updated version. You should review these Terms of Use and our Privacy Policies regularly. Your continued use of the Services after the date any such changes become effective constitutes your agreement to such changes.

We also reserve the right, in our sole discretion, to modify the Services from time to time and without notice, including, without limitation, by removing, adding, or modifying portions of our Site or our Platform.

We will not have any liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse is to stop using the Services, including, without limitation, our Site and Platform. Continued use of the Services following any such changes indicates your agreement to such changes and satisfaction with all the Services.

4. SERVICES AVAILABILITY; TERMINATION

At our sole discretion, we may modify or discontinue all or part of the Services, for any reason, with or without notice to you and without liability to you or any third party. Furthermore, if you violate these Terms of Use, OutcomeMD, at our sole discretion, may respond based on a number of factors, including, without limitation, the egregiousness of your actions and whether a pattern of harmful behavior exists, by modifying, suspending or terminating your access to the Services. In addition, we reserve the right to take appropriate legal action, including, without limitation, pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, these Terms of Use will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of these Terms of Use.

YOU MAY NOT ACCESS OR USE THE SERVICE FOR ANY PURPOSE NOT IDENTIFIED BY US AS PERMISSIBLE. YOU MAY USE THE SERVICE, INCLUDING ANY DATA PRESENTED TO YOU ON OR BY THE SERVICES, OR OTHERWISE HOSTED OR STORED BY OUTCOMEMD, ONLY FOR LAWFUL AND APPROPRIATE PURPOSES, AND SUBJECT TO YOUR FULL COMPLIANCE WITH THESE TERMS OF USE AND ANY OTHER GUIDELINES AND POLICIES APPLICABLE TO THE SERVICES THAT OUTCOMEMD MAY POST FROM TIME TO TIME.

5. CERTAIN HCP ONLY TERMS

Your Account. When registering for an Account, you must provide true, accurate, current, and complete data about yourself (“Registration Data”). You must also promptly update your Registration Data to keep it true, accurate, current, and complete. You are the sole authorized user of your Account, and you may not assign or otherwise transfer your Account, or the use of your Account, to any other person or entity.

You are solely responsible for maintaining the confidentiality of your Account and the information in your Account, and, except as otherwise required by applicable law, you are solely responsible for all use of your Account, whether or not authorized by you. You agree to immediately notify OutcomeMD of any unauthorized use (or suspicion of unauthorized use) of your password or Account or any other breach of security related to your use of the Services. Neither OutcomeMD nor any of its respective shareholders, directors, officers, employees, consultants, or other agents (collectively, the “Released Parties”) will be liable, and you may be liable, for losses, damages, liability, expenses, and fees incurred by us or a third party arising from someone else using your Account, regardless of whether you have notified us of such unauthorized use. If you provide any information that is, or we have reasonable grounds to suspect is, untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You may not create an Account or use the Services if your Account has been previously disabled or you have been previously banned from use of the Services by us.

6. CERTAIN PATIENT ONLY TERMS

a. Patient Data

The Services are intended only to solicit, record, report, store, and transmit information that you, as a patient, submit and information related to the quality and outcome of healthcare services provided to you or your dependents (“Response Data”). THE SERVICES ARE NOT INTENDED TO DIAGNOSE OR TREAT ANY MEDICAL CONDITION OR AUTOMATICALLY ALERT YOU OR YOUR HEALTHCARE CLINICIANS TO ANY MEDICAL CONDITIONS. ALTHOUGH OUTCOMEMD MAY ENABLE YOU TO TRANSMIT RESPONSE DATA TO YOUR HEALTHCARE CLINICIAN, THE SERVICE IS NOT INTENDED FOR COUNTINUOUS MONITORING, AND WE DO NOT GUARANTEE A RESPONSE BY ANY HCP TO RESPONSE DATA REPORTED THROUGH THE SERVICE OR THAT A CLINICIAN WILL SEE THE RESPONSE DATA. You, as the user of the Services, are solely responsible for the use of the Response Data in connection with your medical care.

b. Analysis and Recommendations

NOTHING ON OUR SITE OR PLATFORM, INCLUDING, WITHOUT LIMITATION YOUR RESPONSE DATA, CONSTITUTES, OR IS MEANT TO CONSTITUTE, MEDICAL ADVICE OR ADVICE OF ANY KIND. Under some circumstances, OutcomeMD may present you with notifications, emails, text messages, or suggested actions based on OutcomeMD’s analysis of Response Data and other information you or your healthcare clinicians have provided to OutcomeMD. Those notifications or suggested actions, or lack thereof, are not an indication of your health, nor are those notifications or suggested actions intended to replace the opinion of your clinician. It is your responsibility to present your symptoms to your clinician, and to discuss with your clinician what the proper course of action is based on your medical history. OutcomeMD makes no representations about accuracy, reliability, completeness, or timeliness of any push notifications, as parts of the process for providing such notifications are outside of OutcomeMD’s control. You accept that any reliance on these notifications will be at your own risk, and OutcomeMD disclaims all liability arising from your use of them. You agree that OutcomeMD may send push notifications to your mobile device for Service-related or marketing purposes, if they are enabled and in accordance with our Privacy Policies. You may be able to turn off push notifications through your account settings.

c. Your Communication

  1. Your Postings. OutcomeMD may provide you with interactive opportunities through the Services, including, without limitation, bulletin board services, chat areas, news groups, forums, social media, and other communications facilities designed to allow you to submit, post or otherwise transmit ratings and reviews, comments, suggestions, feedback, material or information (“Your Postings”). We do not generally monitor and filter Your Postings; however, if Your Postings violate these Terms of Use, or any other community or content guidelines we may publish, or we consider Your Postings to be objectionable for any reason, we reserve the right, in our sole discretion, to (x) remove or disable access to any of Your Postings; (y) suspend or terminate your Account, your access to any interactive areas of our Platform, or your access to all or part of the Services at any time; and (z) pursue any other remedy or relief available under equity or law; in each case, with or without notice. OutcomeMD will cooperate with local, state, and federal authorities to the extent required by applicable law in connection with Your Postings. OutcomeMD may also access, read, preserve, and disclose any information as OutcomeMD reasonably believes is necessary to (a) satisfy any applicable law, rule, regulation, legal process, or governmental request; (b) enforce these Terms of Use, including, without limitation, investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security, or technical issues; (d) respond to support requests; or (e) protect the rights, property or safety of OutcomeMD, our customers, providers, patients, and the public.

    You hereby grant OutcomeMD a perpetual, royalty-free, irrevocable, transferable, fully paid, non-exclusive, worldwide, fully sublicensable right and license to use, copy, reproduce, republish, post, transmit, display, publish, publicly perform, translate, distribute, modify, remove, and create derivative works from and otherwise use Your Postings in connection with our business and in all forms now known or hereafter invented (“Uses”), without notification to or approval by you. You further grant OutcomeMD the same license to use your username, first name and last initial, and other Account profile information, including, without limitation, your ratings history, to attribute Your Postings to you in connection with such Uses, without notification or approval by you. You agree that this license includes the right for other users of our Services to access and use Your Postings as permitted through the functionality of the Services. You waive in favor of us and our successors and assigns all moral rights you may have in Your Postings. In the interest of clarity, the license granted herein to OutcomeMD shall survive termination (for any reason) of these Terms of Use, the Services or your Account, subject to certain rights you may have under applicable law to the extent Your Postings include personal information.

    You hereby represent and warrant that you are the owner of, or otherwise have all necessary rights in and to each of Your Postings and that Your Postings, when displayed on the Site or Platform or otherwise used by us, (a) will not infringe any proprietary, copyright, trademark, trade secret, privacy right, right of publicity, or other rights of any third party; (b) does not contain material that is false, intentionally misleading, or defamatory; (c) does not contain any material that is unlawful or does not otherwise violate any law or regulation; and (d) does not violate these Terms of Use or our Privacy Policies.

    You further understand and agree that you may be exposed to third-party content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose. OutcomeMD will not be responsible for, and you hereby expressly release OutcomeMD and the Release Parties from any and all liability for, the action of any and all third parties with respect to Your Postings and for any damages you allege to incur as a result of or relating to any third-party content.
  2. Ratings and Reviews. To the extent that you are asked to rate and post reviews of providers (“Ratings and Reviews”), such Ratings and Reviews are considered Your Postings and are governed by these Terms of Use. Ratings and Reviews are not endorsed by OutcomeMD and do not represent the views of OutcomeMD. Neither OutcomeMD nor the Released Parties will have any liability for Ratings and Reviews or for any claims for economic loss or lack of Services resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you agree that: (a) you will base any Rating or Review on recent first-hand experience; (b) you will not provide a Rating or Review for any individual or entity for which you have an ownership interest, employment relationship or other affiliation or for any of that individual or entity’s competitors; (c) you will not submit a Rating or Review in exchange for perks, including, without limitation, payment or other benefits; (d) any Rating or Review you submit will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; and (e) your Rating or Review will comply with these Terms of Use, including, without limitation, any community standards posted from time to time. If we determine, at our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates these Terms of Use, we may remove Your Posting without explanation or notice.
  3. Feedback. You agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Your Submissions”) provided by you are considered non-confidential. You hereby grant OutcomeMD a perpetual, royalty-free, irrevocable, transferable, fully paid, non-exclusive, worldwide, fully sublicensable right and license to use, copy, reproduce, republish, post, transmit, display, publish, publicly perform, translate, distribute, modify, remove, and create derivative works from and otherwise use Your Submissions for any purpose, commercial or otherwise, without notice to you or acknowledgment or compensation to you.

7. LICENSE.

Subject to your compliance with these Terms of Use, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (a) access and use the Site and Platform solely in connection with your use of the Services; and (b) access and use information, data, images, artwork, text, videos, audio, pictures and other materials contained on the Site or Platform, and the website design, content and arrangement (collectively, the “Materials”) that may be made available through the Services, in each case solely for, in the case of patients, your≈ personal, noncommercial use, and, in the case of HCPs, for your internal, non-commercial business purposes. Any rights not expressly granted herein are reserved by OutcomeMD and OutcomeMD’s licensors. OutcomeMD alone (and its licensors, where applicable) shall own all right, title and interest, including, without limitation, all related intellectual property rights, in and to the Services, including, without limitation, the Site and Platform.

8. ACCEPTABLE USE POLICY

By using the Services, including, without limitation, the Site and the Platform, you agree that you must not, and you must not authorize or encourage any third party: ‎

  • to use the Services or Materials in violation of any applicable laws, including copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights;
  • to use the Services or Materials to send or store any unlawful material, for deceptive or fraudulent purposes, to cause nuisance, annoyance or inconvenience, or to engage in conduct that harms other customers, providers, or patients, our employees or our community or that could damage OutcomeMD’s reputation;
  • to use the Services or Materials to engage in unlawful, defamatory, libelous, inaccurate, racist, sexist, harassing, profane, indecent, pornographic, threatening, embarrassing, hateful, or any other behavior we deem inappropriate;
  • use another individual’s Account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services;
  • use the Services or any Materials for any commercial purpose, including, without limitation, contacting, advertising to, soliciting or selling to, any other customer, provider, or patient, unless we have given you prior permission to do so in writing;
  • copy or distribute the Site, Platform or any Materials, including, without limitation, any content or provider reviews, for re-publication in any format or media, except with our express prior written permission;
  • delete or modify any copyright or other intellectual property notices from any portion of the Services; ‎
  • reverse engineer, de-compile, hack, disable, disrupt, interfere with, disassemble, copy, decrypt, ‎reassemble, supplement, translate, adapt or enhance any portion of the Services except as may be permitted by applicable law;
  • cause or launch any programs or scripts for the purpose of damaging, disabling, unduly burdening or hindering the operation or functionality of any aspect of the Services, our server or any network connected to our server;
  • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures we may use to prevent or restrict access or use of the Services or Materials;
  • link to, mirror or frame any portion of the Services;
  • scrape or otherwise conduct any systematic retrieval of data or other content from the Services;
  • reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, except with our express prior written permission; or
  • attempt to gain unauthorized access to, or impair any aspect of, the Services or our systems or any network connected to our server.

In the event we determine that (or reasonably believe that), you have breached any of the aforementioned, we reserve the right to suspend or permanently deactivate your Account at our sole discretion.  Further, you agree that the consequences of commercial use or re-publication of the Materials or other violations of the foregoing proscriptions may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy; accordingly, OutcomeMD will be entitled to seek temporary and permanent injunctive relief to prohibit such use or activity without the need to prove damages.

9. COMMUNICATIONS FROM OUTCOMEMD.

By using the Platform, creating an Account or responding to Patient Surveys, you agree that we may communicate with you via our Services or electronic messages, including, without limitation, email, text message/SMS, or push notifications in accordance with our Privacy Policies. You understand and agree that you may receive communications generated by automatic telephone dialing systems or which will deliver prerecorded messages sent by, or on behalf of, OutcomeMD. For clarity purposes, communications related to Patient Surveys are considered transactional messages, not promotional messages. submit a request to support@outcomemd.com, adjust the text and notification preferences in your device’s settings, or follow the opt-out instructions in the promotional emails or texts we send.

10. Third-Party Sites

Links from the Site. The Site and Platform may contain links to third-party websites, applications and advertisements (collectively, “Third-Party Sites”). When you click on a link to a Third-Party Site, we may not warn you that you have left our Site or Platform. Third-Party Sites are not under our control, and we are not responsible for and do not endorse such Third-Party Sites. You further acknowledge and agree that OutcomeMD will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such Third-Party Site. You may be charged ‎fees to access or use the Third-Party Sites that are not covered by any fees you pay to ‎us. You use all such links at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Sites and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. We reserve the right to discontinue links to any Third-Party Sites at any time and for any reason, without notice.

Links to the Site. You must not link to the Site or any content on the Site except as explicitly permitted ‎by this section or our Privacy Policies. Your permission to link to the Site is expressly conditioned upon ‎your compliance with the following restrictions:

  • the link must resolve to the homepage, "OutcomeMD.com"; ‎
  • the link must comply with the Site’s other policies regarding content; ‎
  • the link and surrounding materials must not deliver any the Site content in a framed ‎environment, or alter the layout, content, look, or feel of the Site content; ‎
  • the link and surrounding materials must not imply affiliation or falsely represent any relationship ‎between the linking site and the Site; and ‎
  • the link and surrounding materials must not portray the Site or its services in a false, ‎misleading, derogatory, defamatory or otherwise offensive manner. ‎

11. DISCLAIMER

THE SERVICES, INCLUDING WITHOUT LIMITATION, THE SITE, PLATFORM, MATERIALS AND OTHER CONTENT ON THE SITE OR PLATFORM, ARE PROVIDED "AS IS" AND “AS AVAILABLE”.

OUTCOMEMD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, INCLUDING WITHOUT LIMITATION, THE SITE, PLATFORM, MATERIALS AND OTHER CONTENT ON THE SITE OR PLATFORM, UNLESS OTHERWISE SPECIFIED IN WRITING. EASONABLE EFFORTS HAVE BEEN MADE TO ENSURE THE MATERIALS ARE ACCURATE AND RELIABLE WHEN POSTED ON THE SITE OR PLATFORM, THE MATERIALS MIGHT NOT BE ACCURATE, COMPLETE OR CURRENT.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, OUTCOMEMD DISCLAIMS ALL TERMS, CONDITIONS, GUARANTEES, REPRESENTATIONS AND WARRANTIES ‎(EXPRESS, IMPLIED, STATUTORY AND OTHERWISE), IN RESPECT OF THE SERVICES, INCLUDING WITHOUT LIMITATION, THE SITE, PLATFORM, MATERIALS AND OTHER CONTENT ON THE SITE OR PLATFORM, ‎INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY ‎AND FITNESS FOR A PARTICULAR PURPOSE. OUTCOMEMD DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, INCLUDING WITHOUT LIMITATION, THE SITE, PLATFORM, MATERIALS AND OTHER CONTENT ON THE SITE OR PLATFORM, WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT SERVICES, INCLUDING WITHOUT LIMITATION, THE SITE, PLATFORM, MATERIALS AND OTHER CONTENT ON THE SITE OR PLATFORM, ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. OUTCOMEMD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF SERVICES, INCLUDING WITHOUT LIMITATION, THE SITE, PLATFORM, MATERIALS AND OTHER CONTENT ON THE SITE OR PLATFORM, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE.

OUTCOMEMD SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUTCOMEMD’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. OUTCOMEMD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

OUTCOMEMD DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE THROUGH THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK.

12. LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. EXCEPT AS REQUIRED BY LAW, NEITHER OUTCOMEMD NOR THE RELEASED PARTIES ‎WILL BE LIABLE FOR ANY LOSS IN CONNECTION WITH THE USE OF, OR INABILITY ‎TO USE, SERVICES, INCLUDING WITHOUT LIMITATION, THE SITE, PLATFORM, MATERIALS AND OTHER CONTENT ON THE SITE OR PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ‎AND WITHOUT LIMITING THE PREVIOUS SENTENCE, NEITHER OUTCOMEMD NOR THE RELEASED PARTIES WILL BE LIABLE ‎FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR ‎EXEMPLARY DAMAGES WHATSOEVER IN CONNECTION WITH SERVICES, INCLUDING WITHOUT LIMITATION, THE SITE, PLATFORM, MATERIALS OR OTHER CONTENT ON THE SITE OR PLATFORM, EVEN IF ANY OF THE FOREGOING IS FORESEEABLE OR OUTCOMEMD IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE BASIS ON WHICH A CLAIM FOR DAMAGES IS MADE.

OUTCOMEMD ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY MATERIAL FROM THE SITE OR PLATFORM. OUTCOMEMD ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, OR MATERIAL AVAILABLE ON OR THROUGH THE SITE OR PLATFORM, AS WELL AS ANY THIRD-PARTY WEBSITE PAGES LINKED TO THE SITE OR PLATFORM, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, INACCURACY CONTAINED THEREIN, OR HARM TO PERSON OR PROPERTY CAUSED THEREBY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE, THE PLATFORM AND ANY LINKED SITES. YOU AND OUTCOMEMD AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND OUTCOMEMD AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE FAIR AND REASONABLE. EXCEPT AS MAY BE OTHERWISE PROVIDED FOR IN THIS SECTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES, WHICH YOU MAY DO AT ANY TIME. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PROVIDED BY LAW.

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A PATIENT THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

13. INDEMNIFICATION

You agree to indemnify and hold OutcomeMD and the Released Parties harmless from any actions, claims, demands, losses, liabilities, costs, damages and expenses (including attorneys’ fees), arising out of or in connection with (a) your use of the Services; (b) your breach of any of these terms and conditions, the Privacy Policies, or applicable laws, rules or regulations; (c) your violation of any rights of a third party, including intellectual property rights; and (d) any act or omission by you that results in (i) bodily injury, sickness, disease or death; or (ii) damage, injury or destruction to tangible or intangible property.

14. INTERNET DELAYS

The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as otherwise required by applicable law, neither OutcomeMD nor the Released Parties is responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.

15. COPYRIGHT

The Materials are protected by copyright laws. You must not copy, reproduce, republish, post, transmit, display, perform, distribute, modify or create derivative works from the Materials without our prior written approval.

If you believe that any Material infringes your copyright, please notify us here: OutcomeMD, Inc., ATTN: Legal Department (Copyright Notification), 8155 Beverly Blvd., Los Angeles, CA 90048, email: support@outcomemd.com. Be sure to provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Site and the Material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying OutcomeMD that your copyrighted material has been infringed. The preceding requirements are intended to comply with OutcomeMD’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, OutcomeMD has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. OutcomeMD may also in its sole discretion limit access to the Site or Platform of any other portion of the Services of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

16. TRADEMARKS

All trademarks and trade names appearing on the Site and Platform are owned by us or our licensors. You may not use these trademarks without the express written permission of the trademark owner.

17. EXPORT CONTROL

You may not export or re-export any Materials in violation of any applicable laws or regulations, including, without limitation, United States export laws and regulations. You agree to comply with all export laws and regulations of the United States or foreign authorities.

18. CHOICE OF LAW

These Terms of Use are governed by the FAA, AAA Rules, federal arbitration law, and the laws of the State of California, without regard to the choice or conflict of law principles of any jurisdiction, except as may be otherwise provided in the Arbitration Agreement contained in these Terms of Use. This choice of law provision applies only to the interpretation of these Terms of Use and is not intended to create any other substantive right to non-Californians to assert claims under California law or bring claims in California courts whether that be by statute, common law, or otherwise. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law.

19. DISPUTE RESOLUTION

By agreeing to these Terms of Use, you agree that you are required to resolve any claim that you may have against OutcomeMD on an individual basis in arbitration, rather than in court, as set forth in this Arbitration Agreement. More specifically, in the event of any material conflict under this Agreement, the Parties agree that, as a first step, within thirty (30) days of the dispute, the CEOs from each Party shall try to resolve the issue in good faith via one or several phone calls or another mutually agreed upon manner. In the event such efforts are unsuccessful, the Parties agree to arbitrate any such dispute, claim, or demand, including all claims regarding arbitrability, in accordance with the Commercial Arbitration Rules and Expedited Procedures of the American Arbitration Association (“AAA”) (Rules E-1–E-10), regardless of the amount in controversy. Such arbitration will take place in Wilmington, Delaware, though either Party may elect to participate telephonically or entirely upon submissions.

20. EXCLUSIVE VENUE

To the extent the parties are permitted under these Terms of Use to initiate litigation in a court, the parties agree that all claims and disputes arising out of or relating to these Terms of Use will be litigated exclusively in the state or federal courts located in the United States District Court for the district in which you reside.

21. NOTICE

Where OutcomeMD requires that you provide an e-mail address, you are responsible for providing OutcomeMD with your most current e-mail address. In the event that the last e-mail address you provided to OutcomeMD is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms of Use, OutcomeMD’s dispatch of the e-mail containing such notice will constitute effective notice. You may give notice to OutcomeMD through the following address, support@outcomemd.com, or your Account. Such notice shall be deemed given on the next business day after such e-mail is actually received by OutcomeMD.

22. ELECTRONIC COMMUNICATIONS

For contractual purposes, you understand and agree (a) to receive communications from OutcomeMD in an electronic form; and (b) that all terms and conditions, agreements, notices, disclosures, and other communications that OutcomeMD provides to you electronically satisfy any legal requirement that such communisfy if they were in writing. You may withdraw your consent to the use of the electronic record by emailing us at support@outcomemd.com with “Revoke Electronic Consent” in the subject line. To view and retain a copy of this disclosure, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy email OutcomeMD at us at support@outcomemd.com with your contact information and mailing address. This Section does not affect any statutory rights you may have.

23. GENERAL

You may not assign these Terms of Use without our prior written approval. We may assign these Terms of Use without restriction. These Terms of Use bind and inure to the benefit of each party and the party’s successors and permitted assigns. Any purported assignment by you in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, us or any third-party provider as a result of these Terms of Use or the Services, including, without limitation, the Site, Platform, or Materials. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Our failure to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. This provision shall not affect the severability and survivability section of the Arbitration Agreement of these Terms of Use. These Terms of Use supersede prior agreements or arrangements with you regarding the use of the Services, including, without limitation, the Site and the Platform, unless explicitly stated otherwise.

24. CONTACT

If you have any questions regarding these Terms of Use or the Services, please contact support@outcomemd.com.