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Terms Of Use

 www.myisaachealth.com

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS OF USE ARE SUBJECT TO A WAIVER OF CLASS ACTION RIGHTS AND THE RIGHT TO A JURY TRIAL AS DETAILED IN THE DISPUTE RESOLUTION SECTION BELOW. IT REQUIRES YOU AND ISAAC HEALTH, YOUR PROVIDER, AND CERTAIN OTHER ISAAC HEALTH PARTNERS TO RESOLVE DISPUTES WITH EACH OTHER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. PLEASE READ CAREFULLY.

DO NOT USE THESE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.  

2GHealth Inc., DBA Isaac Health and/or its subsidiaries (collectively, “Isaac Health,” “we,” “us,” or “our”) owns and operates online products and services. These Terms and Conditions of Use (“Terms of Use”) govern your access and use of our Services (as defined below) and the websites located at www.myisaachealth.com, any other U.S. websites on which we post these Terms of Use, and affiliated Isaac Health mobile applications on which we post these Terms of Use (collectively, the “Platform”).

Please review these Terms of Use carefully. By accessing or using the Platform or using our Services, you accept and agree to be bound by these Terms of Use and the Privacy Policy. If you do not agree to be bound by these Terms of Use, you are not authorized to access or otherwise use the Platform or Services and you must promptly exit the Platform and stop using the Services.

In these Terms of Use, the terms “you” and “your” means you, as 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.

These Terms of Use contains the following sections:

  1. Description of Services.

The services offered through the Platform (collectively, “Services”) may include:

  • Online and technology access to telehealth services, including medical consultations, speech and cognitive therapy, nutrition and health coaching, and medication prescription (“Telehealth Services”), with qualified coaches or technicians and licensed therapists, nurse practitioners or doctors, and other qualified health care providers that work with Isaac Health (“Providers”)
  • Laboratory, phlebotomy, and medical imaging services
  • Regular monitoring of care and progress tracking
  • Self-guided cognitive health resources

Services available on the Platform may be sold or offered by Isaac Health or by third-party medical groups, labs, phlebotomy services, imaging and radiology providers, electronic health record, or other third-party partners. The Platform provides you with access to one or more of the medical groups that employ or contract with Providers and provide Telehealth Services through the Platform, including, but not limited to, OPENLOOP HEALTHCARE PARTNERS, PC and

ISAAC HEALTH FLORIDA PA (the “Medical Groups”). The Platform may also provide access to laboratory and diagnostic imaging services from Quest Diagnostics Clinical Laboratories, Inc., Labcorp Inc. Getlabs, Inc. and other partners from time to time (the “labs” and “imaging centers”). The platform may also provide access to a patient app and portal to administer health records that is provided and maintained by Healthie Inc.

The Services may change from time to time, and Isaac Health may choose to add new Services or suspend or discontinue some or all of the Services, in its sole discretion.

 

Your Relationship with Us.

Isaac Health does not provide medical services, including via the Platform. Isaac Health operates the platform through which you can connect with Providers who render Telehealth Services and receive other available Services. The Providers matched through the Platform are engaged by the Medical Groups, not by Isaac Health, and use independent professional judgment in rendering Telehealth Services. Isaac Health provides administrative, payment, technological and other supportive non-clinical services for the Medical Groups and Providers, but Isaac Health does not own or have any ownership interest in the Medical Groups and the Medical Groups do not own or have any ownership interest in Isaac Health. The Medical Groups and the Providers, and not Isaac Health, are responsible for the quality and appropriateness of the care they render to you on the Platform, and any professional advice received from a Provider on our Platform comes from the Provider alone and not from Isaac Health.

You will be matched with available Providers based on the information you submit to the Platform and you will have the option to choose and/or switch Providers. The Telehealth Services you receive may vary depending on the Provider you interact with. Isaac Health does not participate in 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. You should contact your Provider directly for any questions regarding your care or medical treatment, and you can report a complaint relating to the care provided by a Provider by contacting the professional licensing board in the state where the care was received. Isaac Health does not recommend or endorse any specific Providers, tests, medications, products, or procedures, and shall not in any way be liable for any Telehealth Services or other services or advice provided to you by a Provider. Your reliance on any Provider or information delivered by the Providers via the Platform is solely at your own risk and you assume full responsibility for all risks associated herewith.

By accepting these Terms of Use, you acknowledge and agree that Isaac Health is not a health care provider and that by using the Services, you are not entering into a doctor-patient or other health care provider-patient relationship with Isaac Health. By using the Services, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with the Medical Groups and/or one or more Providers. Further, we do not control or interfere with any professional service provided by the Labs and third-party Pharmacies, each of which is solely responsible for their provision of professional services rendered via the Service.

 

Telehealth Services. 

Telehealth involves the delivery of health care services using electronic communications, information technology or other means between a health care provider and a patient who are not in the same physical location. 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. The Telehealth Services are not intended to take the place of your relationship with your regular in-person health care practitioners or primary care physician.

To receive Telehealth Services, you must agree to the Vsee Telehealth Informed Consent, which provides a description of the risks and benefits of telehealth, and constitutes your voluntary authorization to the rendering of Telehealth Services by the Medical Groups and Providers on the Platform. The Vsee Telehealth Informed Consentis hereby incorporated into these Terms of Use by reference and constitutes a part of these Terms of Use. You agree that Isaac Health is a third-party beneficiary of the Vsee Telehealth Informed Consent and has the right to enforce it against you.

The Medical Groups and Providers have also adopted a Privacy Policy describing their collection and use of your health information. By accessing or using any part of the Services, you are acknowledging receipt of the Privacy Policy from your Medical Group and Provider(s).

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). They may further request your cooperation in involving trusted parties as nominated by you in your care, including the sharing of information relating to your health.

 

The Services are not for emergencies. 

IF YOU BELIEVE YOU HAVE AN EMERGENCY, CALL 911 IMMEDIATELY.

Isaac Health’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.

Always seek the advice of a physician or other qualified health care prescriber concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or medication.

Please be aware the Services, including the Telehealth Services and the delivery of any medication prescribed through the Services, will stop being provided at the termination of your Subscription 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.

 

Other Platform Content. 

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 by Isaac Health. All information provided by Isaac Health, or in connection with any communications supported by Isaac Health (including resources from the cognitive therapy exercise library, articles and blog posts published on Isaac Health’s website and other general health care-related information and self-guided resources), is intended to be for general information purposes only, and is in no way intended to create a health care provider-patient relationship.

 

  1. Eligibility and Platform Requirements.

 

No Users Under 18 Years Old.

Only users eighteen (18) years of age or older and who have accepted these Terms of Use 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 Isaac Health that you are a natural person and of 18 years of age or older. If you are under the age of 18, please do not attempt to access the Platform, register for our Services, or provide any personal information about yourself to us. If we learn that we have collected personal information from someone under the age of 18, subject to applicable laws, we will promptly delete that information. If you believe we have collected personal information from someone under the age of 18, please contact us at [email protected].

 

Your 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. Isaac Health 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. Isaac Health will have no liability for errors, unreliable operation, 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 Isaac Health is in no way responsible for your carrier rates and data fees, where applicable.

 

  1. User Account.

 

Registration.

To access the Services on the Platform, you must first create a personal user account with Isaac Health through the Healthie Platform (“User Account”). To create a User Account, you must accept and agree to both the Isaac Health Terms of Use and the Healthie Terms of Use. You may be required to satisfy certain conditions precedent imposed by Isaac Health (including, for example, providing additional information to Isaac Health, and entering into additional agreements with Isaac Health and/or its third-party affiliates). You may only have one (1) User Account. A User Account is not transferable between individuals.

 

User Account Activity and Responsibility.

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 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.

 

Refusal of Services on Fraud.

Isaac Health 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, Isaac Health may refuse to provide its Services to you, cancel your Subscription or deactivate your User Account for any reason in Isaac Health’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 local pharmacy.

 

Account Deactivation. You may deactivate your User Account by contacting [email protected]. Without limiting the survival of certain provisions in these Terms of Use, the Terms of Use shall continue to apply to our relationship with you unless you deactivate your User Account in accordance with these Terms of Use. For clarity, canceling a Subscription will not operate to deactivate your User Account or the Terms of Use governing your User Account.

 

  1. Payments and Recurring Billing.

Your Payment Information. 

Isaac Health will charge any fees associated with your User Account and not covered by your insurance to your credit card or debit card on file with Isaac Health, as identified in your User Account, in accordance with these Terms of Use. Receipts for payments will be emailed to you and can be accessed through your User Account. You represent and warrant that (i) the credit card or debit card information you provide to Isaac Health is true, correct and complete, and (ii) that you are the person in whose name the credit card or debit card was issued and/or you are authorized to make a purchase with the relevant credit card or debit card. You will promptly notify Isaac Health if your payment information has changed, if your payment method has been canceled, or if you become aware of a breach of security. You acknowledge that we may process an authorization hold using your payment information in order to verify the information provided. If your payment card details change or are due to expire, we may request updated payment details from you, including your card number, expiration date, and CVV (or equivalent). By providing us updated payment information, you authorize us to continue to charge your card using the updated information so that you can continue to receive your Subscription or other Services.

 

Subscriptions and Recurring Payments.

Some products are paid for through subscriptions. If you purchase a subscription to the Services (“Subscription”), with the exception of any free trial periods, Isaac Health will charge you a Subscription fee at the rate presented to you (“Subscription Fee”). The Subscription gives you access to the Services for the 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 of Use.

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 Isaac Health’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.

 

Other Fees.

You agree to pay all other fees and charges associated with your User Account that are not covered by your health insurance or included in the Subscription Fee, including, for example, and without limitation, appointment no-show fees, cancellation fees or late rescheduling fees, cost of prescribed medication and refills, costs of blood taking at home, medical interpretation, certain laboratory tests, co-pays, co-insurance and deductibles (collectively, “Other Fees”), on a timely basis and according to the terms and the rates presented to you. By using any Services or Medical Services subject to such Other Fees, you authorize us to bill and charge your payment method on file for such Other Fees in full (payment processing details described in the Third-Party Payment Processor section below).

Other Fees include, without limitation, a late cancellation fee for any missed or cancelled appointments not made at least 24 hours in advance prior to the scheduled appointment time. Late cancellation or missed appointment fees can be found at this link: www.myisaachealth.com/cancellationfees.

If you default on your account, you may be subject to finance and/or legal fees in addition to the total account balance.

 

Trials and Promotional Fees.

Isaac Health may periodically offer discounts to 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 will 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 in accordance with Section 5 (Cancellations and Refunds).

You may only be permitted to use one free trial or promotional fee offer. If your Subscription is ever canceled or terminated for any reason, and you purchase an additional Subscription, you may not be eligible for a free trial or to take advantage of another promotional fee offer.

 

Insurance. 

If you have health insurance, your insurance plan may cover all or a portion of your use of our Services, including costs associated with the Telehealth Services, prescribed medication, and/or laboratory products and services provided by the Labs. Subject to the terms of any written agreement between Isaac Health and the insurance plan, if you provide information about your health insurance to us, that will be deemed your authorization for Isaac Health, the Medical Groups, pharmacies, the Labs and/or one of their affiliates or partners to submit claims and bill for Services on your behalf and share necessary information with the insurance plan to process payments and reimbursements. Isaac Health and the Medical Groups are not enrolled with state health care programs such as Medicaid.

If Isaac Health is in-network with your insurance plan, you may be eligible to pay a reduced Subscription Fee at the rates published on the Platform (the “In-Network Subscription Fee”), or you may be eligible for a basic services Subscription with no out-of-pocket Subscription Fee (a “Basic Services Subscription”). The In-Network Subscription Fee and any Basic Services Subscription does not include the cost of any co-pays for visits with Providers, co-pays for prescribed medication (including refills), certain laboratory tests ordered by a Provider, or co-insurance or deductibles, which will vary depending on your insurance plan and may be billed separately. You are also responsible for any Other Fees incurred that are not charged on a Subscription model (e.g., appointment no-show fees). The In-Network Subscription Fee, if applicable, and any co-pays, co-insurance, deductibles or Other Fees are your responsibility, not that of your insurance plan, even if Isaac Health is considered in-network.

Your insurance policy is a contract between you and your insurance plan, and it is your responsibility to know your benefits, including if your insurance has any deductible, co-payment, co-insurance, out-of-network, usual and customary limit, prior authorization requirements or any other type of benefit limitation for the Services you receive, and how your benefits will apply to your payments. If you purchase Services with your insurance plan, you authorize Isaac Health or one of its affiliates or third-party partners, including the Medical Groups, Pharmacies and/or Labs, to charge your payment method on file for the In-Network Subscription Fee, if applicable, and any fees not covered by your insurance, such as co-pays, co-insurance, deductibles, and Other Fees. If all or any portion of the Services are not covered or paid by your insurance plan for any reason or you do not have health insurance, you understand that you will be ultimately responsible for all fees and costs arising out of your use of the Services and agree to pay the full amount of all Subscription Fees and Other Fees associated with your User Account. Questions about non-payment should be directed to your insurance plan. You agree to inform Isaac Health or your Provider immediately if you lose your health insurance and/or can no longer pay for treatment.

 

Changes to Subscription Fees, Other Fees or Subscription Features.

All fees published on the Platform are set by Isaac Health in its sole discretion and we may change our fees from time to time. Isaac Health will send notice of upcoming automatic renewal prior to renewing your Subscription as required by law. We may change the Subscription terms, Subscription Fees or Other Fees at any time on a going forward basis in our discretion. If the pricing for your Subscription increases, we will notify you, and provide you an opportunity to change or cancel your Subscription before applying those changes to your User Account or charging you in connection with an automatic renewal. We may choose in our sole discretion to add, modify, or remove benefits and features from a Subscription. Your continued enrollment in your Subscription after the changes become effective will constitute your acceptance of the changes. If you do not wish to continue your Subscription at the revised rates and/or terms, you must let Isaac Health know prior to the end of your then current Subscription Period in accordance with Section 5 (Cancellations and Refunds) (so that at the end of that Subscription Period, your Subscription will end), otherwise the revised rate and/or terms will apply on and from the next Subscription Period.

 

Third-Party Payment Processor.

All credit card, debit card and other monetary transactions on or through the Platform occur through an online payment processing application that is provided by a third-party payment processor(s). Isaac Health itself does not collect or store payment card information. If our third-party payment processor is unable to secure funds from your payment method for fees that are due for any reason, including, but not limited to, insufficient funds or insufficient or inaccurate information provided when submitting electronic payment, Isaac Health may undertake further collection action, including application of fees to the extent permitted by law, and reserves the right to suspend or terminate your User Account or Services.

 

Waiver of Claims and Unauthorized Payments. 

You agree to waive all claims against Isaac Health and its third-party affiliates, including Isaac Health’s third-party payment processor(s), related to any unauthorized payments made on or through the use of your User Account outside of Isaac Health’s control, regardless of whether such payments are authorized or unauthorized. However, you may submit a claim of the unauthorized payment to Isaac Health so that Isaac Health can conduct a reasonable investigation as it sees fit under the circumstances. If appropriate, Isaac Health will assist in correcting the alleged unauthorized payment, provided that such claim is received by Isaac Health within thirty (30) days of the disputed charge or payment.

 

  1. Cancellations and Refunds.

 

Canceling Subscription.

When you cancel a Subscription, you cancel only future charges associated with your Subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current Subscription Period. Please email [email protected] no later than by 9 A.M. US Eastern Time the business day before the Subscription Period end date to cancel your Subscription.  If you do not cancel before this time, Isaac Health reserves the right to charge you for the next Subscription Period and cancel your Subscription in the following Subscription Period.

Except as otherwise stated herein or required by applicable law, no refunds will be provided for a partial Subscription Period, but you will continue to have access to the Subscription until the next billing cycle. Notwithstanding any other terms, Isaac Health reserves the right to cancel your Subscription in its entirety at any time and for any reason, with or without prior notice. In the event that Isaac Health exercises its right to cancel a Subscription, it will refund the current Subscription Period’s Subscription Fee as required by law.

Once you cancel your Subscription, your access to and use of the Services will continue to the end of your then current Subscription Period and thereafter end, but you will continue to have access to certain information maintained within User Account, such as personal health information. Please note that all Services will end once cancellation takes effect. You should talk to your Provider before discontinuing your medication or treatment. Abruptly stopping certain medications can impact your health.

Services that are paid per Service (e.g., single visits with a Provider not part of a Subscription) may be rescheduled but are not cancellable after purchase.

 

Refunds.

All purchases are final and once paid, all fees, including Subscription Fees, are non-refundable regardless of whether Services are utilized, except as prohibited by applicable law. However, you may cancel your Subscription at any time in accordance with Section 5 (Cancellations and Refunds) to stop incurring future Subscription Fees. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future.

  1. Prescription Terms and Pharmacy Services.

Certain medications available through the Platform require a valid prescription by a Provider licensed to prescribe the specific medication. You will not be able to obtain a prescription medication unless you have completed a consultation with one of the licensed Providers through the Platform, the Provider has determined the prescription is appropriate for you, and the Provider has written a prescription.

Isaac Health does not endorse any specific medication, pharmacy, pharmacologic product, or therapy. There is no guarantee a prescription will be written by using the Services. If a Provider prescribes a medication, the Provider will limit supply based upon applicable regulations and will only prescribe a medication as determined in the Provider’s own discretion and professional judgment. Providers may also deny care for actual or suspected misuse of the Services for prescriptions.

You agree that any prescriptions that you acquire from a Provider will be solely for your personal use. All prescription medications are provided subject to all warnings, limitations, and restrictions published or provided by the medication’s manufacturer. You agree to fully and carefully read all provided product information and labels and to contact your Provider, or another physician or pharmacist, if you have any questions regarding the prescription. You acknowledge and understand that your use or misuse of prescription medications obtained through our Platform or Services may result in undesirable or unexpected consequences. Isaac Health does not accept any liability for the consequences arising from the application, use, or misuse of any prescription medications made available through the Platform or Services, including any injury or damage to any person or property as a matter of negligence, or otherwise, including your failure to comply with any warning labels attached to the prescription products.

Controlled Substances Terms.

In certain situations, your Provider may deem that it is medically appropriate to prescribe a controlled substance as part of your treatment plan. In general, these medications are highly addictive and must be taken only as prescribed by your Provider. The Medical Groups and Providers are required to provide care consistent with the prevailing standards of medical practice and follow evidence-based clinical guidelines but make no assurances or guarantees as to the results of treatment.

  1. Laboratory and Imaging Products and Services.

Certain laboratory and imaging products and services that are available through the Platform, including at-home testing kits and in-person testing services (“Lab or Imaging Tests”), require a valid order by a licensed Provider. You will not be able to obtain Lab or Imaging Tests unless a Provider has determined that the Lab or Imaging Test is appropriate for you and the Provider has prescribed or ordered the Lab or Imaging Test. These Lab or Imaging Tests offered through the Platform can only be ordered and fulfilled through the Labs or Imaging Centers. If you receive Lab or Imaging Tests from a Lab or Imaging Center through the Platform, you may be required to go to an in-person location of the applicable Lab or Imaging Center to be tested or at-home testing materials will be shipped to you by the applicable Lab. In certain cases, regularly scheduled Lab or Imaging Tests are required in order to properly and safely manage your treatment plan.

 

  1. Intellectual Property.

Intellectual Property. With the exception of your User Materials (as defined below), Isaac Health, the Medical Groups, the Labs and/or Isaac Health’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 Isaac Health trademarks, service marks, and logos or those of Isaac Health’s third-party licensors are strictly prohibited without the prior written permission of Isaac Health or the licensor, as applicable. The Platform may contain other proprietary notices and copyright information, the terms of which you agree to follow.

So long as you comply with these Terms of Use (including timely paying any Subscription Fees and Other Fees associated with your User Account), Isaac Health 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 of Use are reserved and retained by Isaac Health 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 Isaac Health. 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 Isaac Health without express written consent of Isaac Health. You may not use any meta tags or any other “hidden text” utilizing Isaac Health’s name or trademarks without the express written consent of Isaac Health. 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 Isaac Health.

 

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

 

Feedback. Any feedback, comments, questions, or suggestions (collectively, “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 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 Isaac Health 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 of Use, or the Platform or Services.

 

  1. Communications.

 

Consent to Electronic Communications. By opting in to use Isaac Health’s Platform and Services, you affirmatively consent to conduct business electronically with Isaac Health and you agree that (a) all agreements and consents can be signed electronically, and (b) 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.

 

Consent to Receive Calls and Text Messages. By providing your mobile number, sending Isaac Health an initial text, or otherwise opting-in to receive telephonic communications from Isaac Health, you are agreeing to be contacted by or on behalf of Isaac Health 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 Isaac Health at any time by going through your User Account. By consenting to receive Isaac Health 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.

Isaac Health does not charge you for our text message program. But if you enroll in text messages from Isaac Health, you understand and agree that: (1) you will be responsible for any message and data rates that may apply for any messages sent to you from Isaac Health and to Isaac Health from you, (2) message frequency may vary, and (3) neither Isaac Health, nor your or Isaac Health’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 (e.g. if you communicate with us through SMS, or if you send a HELP request).

Our text messages are supported on all U.S. carriers. Please note, however, that the supporting mobile carriers may change without notice, and the particular text message program you join may be limited to specific carriers.

You can opt out of marketing text messages from Isaac Health at any time by texting the word “STOP” to a text message from Isaac Health. 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 Isaac Health 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, Isaac Health may still send you transactional text messages about your User Account or use of the Platform and Services.

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 are experiencing issues with Isaac Health’s text messaging program, you can text the word “HELP” to a text message from Isaac Health for more assistance, or you can get help directly by texting (332) 239-2900, calling (888) 818-2059 or sending an email to [email protected].

 

Sensitive Communications.

You understand that while Isaac Health takes your privacy and the security of your health and other sensitive information very 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 Isaac Health outside of Isaac Health’s 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 Isaac Health’s Platform, you do so at your own risk. By opting into text messages, you consent to sending text messages to Isaac Health, and receiving text messages from or on behalf of Isaac Health, that are not encrypted. Likewise, by emailing Isaac Health or giving Isaac Health your email, you consent to receiving unencrypted emails messages from or on behalf of Isaac Health.

 

  1. 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 of Use.

In addition to other prohibitions in these Terms of Use, the following conduct is prohibited on the Platform and Services:

  • impersonating or misrepresenting your identity or your affiliation with a person or entity;
  • creating more than one User Account, or forging or manipulating headers or identifiers to disguise the origin of any content transmitted through the Platform;
  • allowing any unauthorized person to access your User Account or to receive Services;
  • harassing, threatening, abusing, defaming, demeaning, discriminating against, intimidating or exhibiting other harmful or disrespectful behavior toward Providers or staff of Isaac Health and relevant third parties providing Services to you, or disrupting the care of other patients, as we determine in our sole discretion;
  • obtaining prescriptions from multiple prescribers without each prescriber’s (including your Provider(s)) knowledge of the other prescriptions (also known as “doctor shopping”);
  • 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);
  • 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;
  • accessing data not intended for you or logging onto a server or a User Account which you are not authorized to access;
  • 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;
  • 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;
  • running any antivirus or antispyware software that is set to override the internet browser’s cookies setting;
  • in any way infringing, misappropriating or otherwise violating any copyrights, trade secrets, or other rights of Isaac Health or any third party;
  • incorrectly identifying the sender of any message transmitted to Isaac Health or altering the attribution or origin of electronic mail, messages, or posting;
  • 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;
  • 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;
  • otherwise using the Services in any manner that exceeds the scope of use granted herein; and/or
  • 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 Isaac Health 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 the Terms of Use, including this Section 10. Violations of applicable laws and system or network security may result in civil or criminal liability. Isaac Health 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.

 

  1. Availability of Services and Export Compliance.

Isaac Health 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 Isaac Health makes available (collectively “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 (“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 located at https://www.trade.gov/consolidated-screening-list; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Services.

 

  1. Disclaimers of Warranties; Limitation of Liability; Release; Indemnification.

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, ISAAC HEALTH AND EACH OF THE THIRD PARTIES OFFERING SERVICES VIA THE PLATFORM, INCLUDING THE MEDICAL GROUPS, THE PROVIDERS, THE PHARMACIES AND THE LABS, 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. ISAAC HEALTH 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.

ISAAC HEALTH DOES NOT GUARANTEE THAT THROUGH USE OF OUR SERVICES, ANY SPECIFIC TREATMENT WILL BE PROVIDED TO YOU. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE USE OR MISUSE OF THE PRODUCTS OBTAINED THROUGH OUR PLATFORM OR SERVICES, INCLUDING MEDICATIONS, MAY RESULT IN UNDESIRABLE OR UNEXPECTED CONSEQUENCES. TO THE FULLEST EXTENT OF APPLICABLE LAW, ISAAC HEALTH, 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 (INCLUDING MEDICATION) 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, INCLUDING YOUR FAILURE TO COMPLY WITH ANY WARNING LABELS ATTACHED TO MEDICATION.

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

 

Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, ISAAC HEALTH AND ANY OF THE THIRD PARTIES OFFERING SERVICES VIA THE PLATFORM, INCLUDING THE MEDICAL GROUPS, THE PROVIDERS, AND ANY OF ISAAC HEALTH’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 ISAAC HEALTH, THE THIRD PARTIES OR ISAAC HEALTH’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 (FIVE HUNDRED DOLLARS). 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.

 

Release.

You hereby release and hold harmless Isaac Health, the Medical Groups, 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 of Use (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.

 

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

 

  1. Modification, Suspension, or Termination of Platform, Services, or User Accounts.

Termination or Suspension of Platform, Services, or User Accounts. 

Isaac Health 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 of Use, as required by law, or due to security or welfare concerns. To the extent permitted by applicable law, Isaac Health 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 Isaac Health has previously prohibited you from accessing or using the Platform, you are not permitted to access the Platform or its Services.

 

Survival.

The provisions of these Terms of Use which by their nature are intended to survive termination or expiration hereof shall survive, including, without limitation, Section 4 (Payments and Recurring Billing); Section 6 (Prescription Terms and Pharmacy Services); Section 8 (Intellectual Property); Section 9 (Communications); Section 12 (Disclaimer of Warranties; Limitation of Liability; Release; Indemnification); Section 13 (Modification, Suspension, or Termination of Platform, Services, or User Accounts); Section 14 (Dispute Resolution); Section 15 (Third-Party Services); and Section 16 (General Terms).

 

Changes to the Platform and Services.  

All information contained on the Platform, including descriptions, images, references, features, content, specifications, products, and prices of any products or Services offered by Isaac Health or its related third parties on or through the Platform, are subject to change at any time and without notice to you (but you are at all times entitled to your rights under Section 5 (Cancellations and Refunds) if you are unhappy with such changes).

 

  1. Dispute Resolution.

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.

Our customer support department is available to address any concerns you may have regarding the Platform or Services. The parties shall use their best efforts through this support process 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 Isaac Health, or (b) 2GHealth Inc., 204 Spring Street, New York, NY 10012 (“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 binding arbitration as the sole means to resolve claims, subject to the terms set forth below.

Except as explicitly set forth in this Section 14, 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 of Use, including, but not limited to, any claim that all or any part of these Terms of Use 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 Isaac Health, the Medical Groups, the Pharmacies, and/or the Labs; 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 (“Arbitration Terms”) also applies to claims between you and the Medical Groups, any Providers, the Pharmacies, and the Labs, 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 Isaac Health, the Medical Groups, any Providers, the Pharmacies, and the Labs.

Unless you, Isaac Health 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 pursuant to 9 U.S.C. section 5. The JAMS Rules governing the arbitration may be accessed at www.jamsadr.com or by calling JAMS at (800) 352-5267. If you commence arbitration in accordance with these Terms of Use, 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 Isaac Health 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, Isaac Health 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 (“FAA”) will govern the interpretation and enforcement of these Arbitration Terms. It is your, Isaac Health’s, 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 California. 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, Isaac Health and the applicable Arbitral Parties otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you, Isaac Health 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, ISAAC HEALTH, 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 Isaac Health 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 Isaac Health 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 (“intellectual property rights” means 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 30 days of your first use of the Platform, whichever is later, 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 Isaac Health User Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt-out of these arbitration provisions, Isaac Health also will not be bound by them, but all other parts of these Terms of Use will continue to apply to you.

 

Changes to this Section.

Isaac Health will provide 30 days’ notice of any changes affecting the substance of this Section 14. 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 Isaac Health does not have actual notice are subject to the revised clause.

 

  1. Third-Party Services.

Parties other than Isaac Health, including but not limited to the Medical Groups and Providers, and payment processors, provide services or sell products through the Services (collectively, “Third Parties”), and Isaac Health may also make available to you certain services, products, content or resources provided, manufactured, distributed or sold by Third Parties (“Third-Party Goods and Services”), including links to and advertisements related to Third-Party Goods and Services. Your use of any Third-Party Goods and Services and any interactions with Third Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such use or interactions, are solely between you and such Third Parties. Any use of third-party software explicitly integrated in connection with the Services, or any Third-Party Goods and Services, will be governed by the applicable Third Party’s license or terms of use, if any, including under the Annex to these Terms of Use, and if there is no such license or terms of use, by these Terms of Use. In addition to these Terms of Use, your use of the Platform and Services must comply with all applicable third-party terms of agreement, if any. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction involving Third Parties or any Third-Party Goods and Services.

You agree that Isaac Health shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of any Third-Party Goods and Services or your interactions with any Third Parties. In the event of any dispute between you and any Third Party, any other user or any other entity or individual, you understand and agree that Isaac Health is under no obligation to become involved in such dispute, and you hereby release and indemnify Isaac Health and its Related Parties (as defined below), from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein.

 

  1. General Terms.

Governing Law.

These Terms of Use 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, 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.

 

Force Majeure.

You understand and acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of third-party communication networks and facilities that are outside of Isaac Health’s control, and thus Isaac Health will not be responsible for any delays, failures, or damages associated with the Platform which result from any system delays, downtimes, interruptions or other failures of or problems with the Platform which are outside of Isaac Health’s control. We will not be deemed to be in breach of or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, epidemic, pandemic, acts of governmental authorities and changes in federal, state or local laws and regulations applicable to the provision of Services, including Telehealth Services, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.

 

Amendments to Terms of Use.

Except as provided in the Dispute Resolution provision in Section 14, Isaac Health may revise these Terms of Use from time to time without notice to you. If we determine a revision to the Terms of Use, 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 of Use periodically.

 

Severability and Entire Agreement.

In the event that any of the Terms of Use 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 of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between Isaac Health and you pertaining to the subject matter hereof.

 

No Waiver.

No waiver of any term of the Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Isaac Health’s failure to assert any right or provision under the Terms of Use shall not constitute a waiver of such right or provision.

 

Assignment.

You may not assign, transfer, or delegate the Terms of Use or any part thereof without Isaac Health’s prior written consent. Isaac Health may freely transfer, assign, or delegate all or any part of the Terms of Use, and any rights or duties hereunder or thereunder. The Terms of Use will be binding upon and inure to the benefit of your and Isaac Health’s heirs, successors, and permitted assignees.

 

No Third Party Rights. 

By accepting these Terms of Use, you acknowledge and agree that any Services you receive from the Medical Groups, the Providers, the Pharmacies or the Labs through the Platform are also subject to these Terms of Use, and that the Medical Groups, the Providers, the Pharmacies and the Labs are third-party beneficiaries of these Terms of Use. Otherwise, unless expressly stated in the Terms of Use 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 of Use, no third party shall have any right to enforce any right or enjoy any benefit that is created or established under these Terms of Use.

 

Contact Us.

Please direct any questions you may have about the Platform, Services or these Terms of Use to any one of the following:

The foregoing contact information may change from time-to-time by supplementation, amendment or modification of these Terms of Use.

 

Annex: Additional Third Party Terms

 

Healthie: https://www.gethealthie.com/terms

OpenLoop: https://openloophealth.com/terms-of-use/

Getlabs: https://getlabs.com/terms

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