Last revised October 19, 2023
These terms and conditions of service (“Terms of Service”) govern your use of online interfaces and properties owned or controlled by ZiphyCare, Inc., a Delaware corporation (“ZiphyCare”, “we,” “us,” and “our”), including the www.ziphycare.com website, and the ZiphyCare telehealth platform (“Platform”), including without limitation its patient interface, provider interface, mobile applications, and secure messaging and scheduling software (collectively, the “Site”), as well as certain services (“Services”) available to users through the Site. (For the purposes of these Terms of Service, the terms “you” and “your” refer to you. If you are an Account Administrator, “you” and “your” also mean the third-party(ies) on whose behalf you are using the Site.)
We reserve the right to change these Terms of Service at any time, without prior notice, and we will place notice on our Site upon any such changes to the Terms of Service. If you do not agree to be bound by any of these terms, as applicable to you, you are not authorized to access or use this Site or Services.
Site users may include patients (“Patients”), licensed third-party physicians (“Providers”), LPNs, RNs, and other licensed and non-licensed healthcare providers and assistants who perform services at a Patient’s location to facilitate Patient remote examination or administer testing (“On-site Care Coordinators”), as well as individuals who establish or manage a “Circle of Care” or otherwise serve as account administrator on behalf Patients or Providers on the Site (“Account Administrators”), and Site visitors who do not create an account or user credentials, or provide or receive Services (collectively, the “Site Users”).
These Terms of Service include General Terms that apply to all Site Users, as well as certain supplemental terms that apply only to Patients, Providers, On-site Care Coordinators, or Account Administrators. Please carefully review the General Terms and each section of these Terms of Service that applies to your type of usage.
Your acceptance of, and compliance with, these Terms of Service is a condition to your use of the Site and Services. By clicking “accept”, you acknowledge that you have read, understand, and accept all terms and conditions contained within these Terms of Service, as well as our Privacy Policy. If you are a Patient, you also acknowledge that your personal health information will also be subject to the privacy policy of your provider. Contact your provider directly for more information.
ZiphyCare is a provider of technology services, including without limitation the ZiphyCare Platform, and scheduling and secure messaging software. ZiphyCare does not provide medical services and is not responsible for medical services provided by users of the Site.
IMPORTANT: These Terms of Service provide that YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND AGREE TO SUBMIT TO BINDING ARBITRATION with regard to and all disputes between you and ZiphyCare that may arise out of, or in connection with, these Terms of Service or your use of the Site and Services. Please review the Section below entitled “Dispute Resolution; Arbitration Agreement” for the details regarding your agreement to arbitrate any disputes with ZiphyCare.
You agree that personal information provided by you in connection with the Services and Site shall be governed by the ZiphyCare Privacy Policy, which is hereby incorporated and made a part of this Agreement.
You agree that if you are a Patient or acting on behalf of a Patient and in connection with the Services you provide, or authorize the provision of, information to a Provider, the Provider may make use of such information other than on the ZiphyCare Platform, and in that case the information shall also be governed by the applicable Provider’s privacy policies in connection with such off-Platform use. Please contact the Provider directly for details of the Provider’s privacy practices.
To access the Site and the Services, you represent and warrant that you are older than 18 years of age. To access and use the Services, you must create a ZiphyCare account (“Account”), including your name, service address, and phone number. You will also be required to provide a valid email address and password, which will serve as your ZiphyCare ID and credentials. Your ZiphyCare ID and credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your ZiphyCare ID and credentials, and for all activities that occur under such ZiphyCare ID and credentials. You agree to prohibit anyone else from using your ZiphyCare ID and credentials and agree to immediately notify ZiphyCare of any actual or suspected unauthorized use of your ZiphyCare ID and credentials or other security concerns of which you become aware.
You are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Site or any portion thereof without authorization, in violation of these Terms of Service or in violation of applicable law.
You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Site, deep link to any feature or content on the Site, bypass our robot exclusion headers, or other measures we may use to prevent or restrict access to the Site. Violations of system or network security may result in civil or criminal liability. ZiphyCare will 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. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.
The Site and Services support the electronic creation and exchange of certain documentation, such as patient intake forms, medical histories, data privacy disclosures, permissions to share personal data including private health information, and other forms, policies, and legal agreements. You agree that all acceptances without signature and all terms and agreements which are agreed by electronic signature, are the legal equivalent of your handwritten acceptance or signature and you consent to be legally bound by all consents, agreements, terms, and conditions that you accept or agree to in such way, whether made by you personally or a third-party legally authorized to act on your behalf.
You agree that you will not permit others to accept or sign electronically on your behalf unless they have full legal authority to do so, and you will not accept or electronically sign on behalf of a third-party unless you have the full legal authority to do so.
By providing your phone number, you agree to be contacted by or on behalf of ZiphyCare and/or your chosen Provider at the number you have provided when registering for the Account. Such contact may include calls, text messages and marketing communications relating to the Site and Services.
All pages and content within this Site are the property of ZiphyCare, or the relevant Provider, as applicable. The Site is protected by United States and international copyright and trademark laws.
Subject to these Terms of Service and the payment of all applicable fees, if any, ZiphyCare grants you a revocable, non-transferable (except as provided below), personal, nonexclusive license to use the object code version of the Site, solely for the purposes of using the Services. All rights not expressly granted to you in these Terms of Service are reserved and retained by ZiphyCare or its licensors, suppliers, publishers, rights holders, or other content providers. Neither the Site and Services, nor any part of the Site and Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of ZiphyCare. 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 ZiphyCare without express written consent. You may not use any meta tags or any other "hidden text" utilizing ZiphyCare’s name or trademarks without the express written consent of ZiphyCare. You may not misuse the Site or Services. You may use the Site and Services only as permitted by law. The content of the Site, 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 Site may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized or approved in writing by ZiphyCare. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, content, or other proprietary information (including, without limitation, images, text, page layout, or form) of ZiphyCare without our express written consent.
The Site and Services only permits user Accounts for users 18 years of age or older. If you are under the age of 18, please do not attempt to register with us at this Site. A person under 18 may use an adult’s Account with the permission of the Account holder, however the Account holder is responsible for everything done with that Account.
If you believe that someone under the age of 18 has created a user Account or has used an adult’s Account without permission, please contact email privacy@ziphycare.com or call 1-855-947-6782 to report such information.
Although ZiphyCare attempts to ensure the integrity and accuracy of the Site and Service descriptions, it makes no representations, warranties, or guarantees whatsoever, whether express or implied, as to the correctness or accuracy of the Site, Services, descriptions, and other content on the Site.
It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Site or Site content by third parties. In the event that an inaccuracy on the Site arises, please inform ZiphyCare so that it can be corrected. Information contained on the Site may be changed or updated without notice. Additionally, ZiphyCare shall have no responsibility or liability for information or content posted to the Site from any non-ZiphyCare affiliated third party.
ZiphyCare is not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carriers. ZiphyCare is not responsible for maintaining information arising from use of the Site or with respect to the Services.
ZiphyCare makes no representations whatsoever about any other website that you may access through this Site, or any software made available to you through the Site that is owned, provided, or controlled by a third party. When you access a non-ZiphyCare site or software component, please understand that it is independent from ZiphyCare, and that ZiphyCare has no control over the content on that website or the functionality of that third party software. In addition, ZiphyCare does not endorse or accept any responsibility for the content, or the use, of linked sites or third-party software. ZiphyCare is not responsible for the viruses, worms, Trojan horses, and other items of a destructive nature that may be found in third-party software or linked websites. If you decide to access any of the third-party sites linked to this Site or third-party software made available on the Site, you do this entirely at your own risk.
If you submit, upload, post, or transmit any health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information or files to us or our Site (“User Information”), you agree not to provide any User Information that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. You represent and warrant to ZiphyCare that you have the legal right and authorization to provide all User Information to ZiphyCare and Provider for use as set forth herein and required by ZiphyCare and the Provider.
By using the Site and/or Services, you expressly agree that ZiphyCare may de-identify your information such that it is no longer considered protected health information or personally identifiable information. ZiphyCare may disclose, aggregate, share, sell, or otherwise use such de-identified information to third parties for analytics, research, or other purposes.
You agree not to: (i) access the Site or use the Services in any unlawful way or for any unlawful purpose; (ii) post or transmit (1) a message under a false name, or (2) any data, materials, content, or information (including, without limitation, advice, and recommendations) (collectively “Information”) which is (A) libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or (B) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programing or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Site or the Services, personal information, software, equipment, servers, or Information or facilitate or promote hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Site or the Services; (v) use robots or scripts with the Site; (vi) attempt to reverse engine, 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 Site; (vii) to have any antivirus or antispyware software running that is set to override the internet browser’s cookies setting; (viii) incorrectly identify the sender of any message transmitted to ZiphyCare; (ix) alter the attribution or origin of electronic mail, messages, or posting; (x) harvest or collect personal health information about any other individual who uses the Site or the Services; and (xi) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including but not limited to, such rights of third parties.
You agree to defend, indemnify, and hold harmless ZiphyCare 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 Information you upload to or transmit through the Site, or related to your use of the Site or Services in a manner that violates these Terms of Service.
With the exception of Patient electronic medical records and Provider-specific patient intake documents and agreements, ZiphyCare retains all right, title, and interest in and to the Site, the Services and any information, products, documentation, software, or other materials on the Site, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing, except for information on the Site licensed by ZiphyCare (in that case, the license provider retains all right, title, and interest therein). The information available through the Site and the Services is the property of ZiphyCare, as applicable. You agree not to store, copy, modify, reproduce, retransmit, distribute, disseminate, rent, lease, loan, sell, publish, broadcast, display, or circulate such information to anyone. Use, reproduction, copying, or redistribution of ZiphyCare trademarks, service marks, logos, and other intellectual property are strictly prohibited without the prior written permission of ZiphyCare, as applicable. The immediately foregoing sentence also applies to any third-party trademarks, service marks, and logos posted on the Site. Nothing contained on the Site should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Site without the written grant thereof by ZiphyCare, or the third-party owner of such trademarks, service marks, and/or logos. The Site may contain other proprietary notices and copyright information, the terms of which you agree to follow.
ZiphyCare may delete any information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, obscene, or in violation of copyright, trademark, or other intellectual property or ownership right of any other person or entity.
ZiphyCare makes no claim to Providers’ trademarks.
ZiphyCare is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You agree that by providing your email or postal mail address and/or telephone number, you consent to receive text messages from us. If you provide someone else’s email or postal mail address and/or telephone number, you represent that you are authorized to provide us such individual’s contact information and you will indemnify us against all claims, damages, liabilities, and costs (including attorney’s fees) if you did not have appropriate authorization. Emails, newsletters, and text messages received from us are intended to fully comply with the CAM-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at the address listed below under the section “How to Contact Us.”
You shall not use or permit any of your employees, agents, or affiliates to market, promote, or solicit ZiphyCare products or services in ways that would violate the CAN-SPAM ACT, the TCPA or any other laws. In addition, you shall not: (a) infringe on the rights of others; (b) distribute chain letters or unsolicited bulk electronic mail “spamming”; (c) propagate computer worms or viruses; (d) use a false identity; (e) attempt to gain unauthorized entry to any site or network; (f) infringe copyrights, trademarks, or other intellectual property rights; (g) harass, abuse or harm any person, or disparage, tarnish or harm ZiphyCare or our site or customers; or (h) interfere with, disrupt or overburden the capacity of our networks or servers.
You further agree to comply with U.S. export laws concerning the transmission of technical data and regulated materials via the Internet. You agree to indemnify and hold ZiphyCare and its affiliates harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold ZiphyCare and its affiliates harmless against and from losses, damages, costs, and reasonable attorney fees incurred in defending or resolving any suits brought against ZiphyCare or any of its affiliates by anyone arising out of any alleged violation of any anti-spamming rules, regulations, laws, statutes, including providing us contact information that you were not authorized to provide. Your Account will be terminated for any of the above infractions.
ZIPHYCARE DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT, AND ANY SITE-RELATED SERVICE, IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. ZIPHYCARE DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICES OR THE INFORMATION OBTAINED THROUGH THE SITE.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED WEBSITES. ZIPHYCARE DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACKUP AND SECURITY.
WARRANTIES RELATING TO SERVICES OFFERED, SOLD, AND DISTRIBUTED BY ZIPHYCARE ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED BY ZIPHYCARE OR THIRD PARTIES WITH OR IN CONNECTION WITH THE APPLICABLE SERVICES. ZIPHYCARE IS NOT A MEDICAL PROVIDER AND DOES NOT MAKE ANY REPRESENTATIONS REGARDING MEDICAL CARE. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE USE OR MISUSE OF THE SERVICES OBTAINED THROUGH OUR SITE MAY RESULT IN UNDESIRABLE OR UNEXPECTED CONSEQUENCES. ZIPHYCARE WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, AND DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE SERVICE, 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 PROVIDED AS PART OF THE SERVICES.
EXCEPT AS PROVIDED BY LAW, AND WITHOUT LIMITATION:
ZIPHYCARE SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF SITE USERS. ZIPHYCARE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR ANY LINKED WEBSITE, 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 SITE, SITE-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF ZIPHYCARE TO YOU WITH RESPECT TO YOUR USE OF THIS SITE IS $100 (ONE HUNDRED DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.
Unless expressly stated in the Terms of Service to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, ZiphyCare, and ZiphyCare’s affiliates. Nothing in the Terms of Service is intended to relieve or discharge the obligation or liability of any third persons to you, ZiphyCare and ZiphyCare’s affiliates, nor shall any provision give any third parties any right of subrogation or action over against you, ZiphyCare, and ZiphyCare’s their affiliates.
You may not assign, transfer, or delegate the Terms of Service or any part thereof without ZiphyCare’s prior written consent. ZiphyCare may freely transfer, assign, or delegate all or any part of the Terms of Service, and any of ZiphyCare’s rights and duties hereunder. The Terms of Service will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the Parties.
ZiphyCare will work in good faith to resolve any issue you have with the Site, including without limitation, Services scheduled or requested through the Site, 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.
BY AGREEING TO THESE TERMS OF SERVICE, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST ZIPHYCARE ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS ARBITRATION AGREEMENT. THIS WILL PREVENT YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST ZIPHYCARE, AND ALSO PREVENT YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST ZIPHYCARE BY SOMEONE ELSE.
a. Agreement to Binding Arbitration Between You and ZiphyCare. You and ZiphyCare agree that any dispute, claim or controversy arising out of or relating to (i) these Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (ii) your access to or use of the Software or any Services at any time, whether before or after the date you agreed to the Terms of Service, will be settled by binding arbitration between you and ZiphyCare, and not in a court of law.
b. Prohibition of Trial by Jury and Class Actions. You acknowledge and agree that you and ZiphyCare are each waiving the right to a trial by jury, and may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and ZiphyCare otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and ZiphyCare each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights
c. Rules and Governing Law. The arbitration will be administered by the American Arbitration Association in accordance with the AAA’s Commercial Arbitration Rules then in effect, except as modified by this Section. Further information about the AAA and the AAA Rules are available at https://www.adr.org/. Notwithstanding any choice of law or other provision in these Terms of Service, the parties agree and acknowledge that the interpretation and enforcement of this Section shall be governed by the Federal Arbitration Act.
d. Arbitrator Authority. The parties agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, or enforceability of this Section, including any claim that all or any part of this Section is void or voidable except that issues relating to arbitrability, the scope or enforceability of this agreement to arbitrate, or the interpretation of the Prohibition of Trial by Jury and Class Actions sub-section above, shall be for a court of competent jurisdiction to decide.
e. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration by certified mail or e-mail as specified in the AAA Rules. You should send this notice to ZiphyCare 210 West 96th Street 4th Floor New York, NY 10025 Attn: General Counsel or (b) by email from the email address associated with your Account to: privacy@ziphycare.com ZiphyCare will send any notice to you to the address or e-mail address we have on file associated with your account; it is your responsibility to keep your address up to date. All information called for in the notice must be provided including a description of the nature and basis of the claims the party is asserting and the relief sought. The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
f. Location and Procedure. Unless you and ZiphyCare 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 and ZiphyCare 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 AAA Rules. Subject to the AAA 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.
g. Arbitrator’s Decision. The Arbitrator will render an award within the time frame specified in the AAA Rules. An Arbitrator’s decision shall be final and binding on all parties. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. 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. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration, you will be entitled to an award of reasonable attorneys’ fees and expenses, to the extent provided under applicable law. ZiphyCare will not seek, and hereby waives all rights ZiphyCare may have under applicable law to recover, attorneys’ fees and expenses if ZiphyCare prevails in arbitration.
h. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
i. Severability and Survival. If any portion of this Section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms of Service; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the this Section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the terms of this Section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
ZiphyCare will not be deemed to be in breach of these terms or liable for any breach of these terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, pandemic, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.
You shall defend, indemnify, and hold harmless ZiphyCare and its officers, directors, employees, agents, and affiliates s (“Indemnified Parties”), from and against, and shall pay all liabilities, losses, costs, damages, and expenses, including reasonable attorneys’ fees, incurred by any of them arising out of or in connection with any litigation, suit, claim, action, arbitration, or other proceeding, or threat thereof, involving any claim brought by any third party against any of the Indemnified Parties for actual or alleged infringement of any patent, trademark, copyright, or other intellectual property or proprietary right, including misappropriation of trade secrets, based upon your use of the Site and/or Services or based on any content or data that you input or upload onto the Site and/or Services. This indemnification obligation shall survive any future updates to these Terms of Service. Further, you agree to promptly notify ZiphyCare in writing of any actual or potential claim or cause of action relating to or arising out of your use of the ZiphyCare Site or your use or performance of the Services.
All questions and requests relating to Site or Services support must be directed to ZiphyCare. To submit an operational support request, please email us at privacy@ziphycare.com or call us at 1-855-947-6782. At this time, ZiphyCare does not provide technical support. ZiphyCare will use commercially reasonable efforts to promptly respond to questions. Please note that we may change or remove functionality and other features of the Site and the Services at any time, without notice.
ZiphyCare will have no liability for errors, unreliable operation, or other issues resulting from use of the Site on or in connection with rooted or jailbroken 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 (collectively, “Modified Devices”). Use of the Site on Modified Devices will be at your sole and exclusive risk and liability.
ZiphyCare shall not be liable for any of the following third parties including without limitation, your wireless carrier, the manufacturer and retailer of your mobile device, the developer of the operating system for your mobile device, the operator of any application store, marketplace, or similar service through which you obtain the Site, and their respective affiliates, suppliers, and licensors. You are responsible for complying with all application stores and other applicable third-party terms and conditions. YOU AGREE: (A) THE THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (B) IN NO EVENT WILL THE THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR THE SITE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; AND (C) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL IN NOT EXCEED FIVE DOLLARS ($5.00); AND (IV) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE THIRD PARTIES ARISING OUT OF THE SITE AND THESE TERMS OF SERVICE. THE THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS OF SERVICE AND ARE CAPABLE OF DIRECTLY ENFORCING ITS TERMS. NOTHING CONTAINED IN THESE TERMS OF SERVICE WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN YOU AND THE THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER.
By providing your cell phone number and email address to ZiphyCare you agree to be contacted by or on behalf of ZiphyCare at the email address and the telephone number provided, including emails to your email address and text (SMS) messages to your cell phone and other wireless devices, and the use of an automatic telephone dialing system, artificial voice and prerecorded messages, to providing you with marketing and promotional materials relating to ZiphyCare’s products and services. You acknowledge that receipt of the text (SMS) messages may subject you to fees from your cell phone carrier, and you agree to be responsible for such fees. You may opt-out of receiving text (SMS) messages from ZiphyCare or its subsidiaries at any time by replying with the word STOP from the mobile device receiving the messages. You need not provide this consent in order to purchase any products or services from ZiphyCare. However, you acknowledge that opting out of receiving text (SMS) messages may impact your experience with the service(s) that rely on communications via text (SMS) messaging.
ZiphyCare reserves the right, in its sole discretion, to suspend or terminate your access to all or part of this Site, with or without cause, and with or without notice. ZiphyCare reserves the right to modify these Terms of Service at any time, effective upon posting. Any use of the Site and Services after such changes will be deemed an acceptance of those changes. You agree to review the Terms of Service each time you access the Site, so that you may be aware of any changes to these Terms of Service.
Copyright ©2022 ZiphyCare, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third parties which may own the Marks.
In the event that any of the Terms of Service 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 Service shall otherwise remain in full force and effect. These Terms of Service constitute the entire agreement between ZiphyCare and you pertaining to the subject matter hereof. In its sole discretion, ZiphyCare may from time-to-time revise these Terms of Service by updating this posting. You should, therefore, periodically visit this page to review the current Terms of Service, so you are aware of any such revisions to which you are bound. Certain provisions of these Terms of Service may be superseded by expressly designated legal notices or terms located on particular pages within this Site.
You acknowledge and agree that ZiphyCare may (A) collect, monitor, record and audit technical and usage data and statistics relating to your use of the Site and your web sessions, (B) collect anonymized or aggregate data about your visits to us, which may include your IP address or certain information about the device you use to access the Site, and (C) electronically monitor, record and audit any activities related to your website sessions. We may use all such data for any internal business purpose, including without limitation the improvement of our technology systems, such as improving our Site performance and enhancing interoperability. We may share such data with third parties, provided that the data has been de-identified and cannot be used to directly or indirectly identify you.
ZiphyCare, Inc.
210 W 96th Street
4th Floor
New York, NY 10025-2816
Telephone: 1-855-947-6782
Email: privacy@ziphycare.com
In addition to the General Terms for All Site Users above, if you are a Patient, you hereby agree to the following additional terms and conditions:
You agree that any personal health information (“PHI”) provided by you in connection with the Services shall also be governed by our Notice of Privacy Practices and, as relevant, the privacy policies of the Providers with which you share PHI.
You understand and agree that ZiphyCare does not provide medical advice or care through the Site, but makes the Site available to third parties who do so. Providers, and not ZiphyCare, are responsible for the quality and appropriateness of any care and information they render to you.
ZiphyCare shall not be liable for any professional advice or information obtained by you from a Provider or any third parties via the Site or Services. ZiphyCare does not recommend or endorse the appropriateness of any specific tests, medications, products, or procedures. You acknowledge that your reliance on any Providers or information delivered by the Providers via the Site or Service is solely at your own risk, and you assume full responsibility for all risks associated herewith.
You should consult with your Provider to understand any medical testing results made available to you via the Site. You should seek emergency help or follow up care when recommended by a Provider or when otherwise needed. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or medication.
ZiphyCare in no way endorses any prescription medications and shall not be responsible for any prescription medication and/or DEA controlled substances, as may be prescribed to you by Providers, in accordance with all applicable federal and state law, as a result of your use of the Site and Services, or any medical testing performed by or on behalf of ZiphyCare.
In particular, ZiphyCare makes no representation, warranties, or guarantees regarding the correctness, accuracy, or completeness of any information it provides to you which ZiphyCare has received from or on behalf of the Providers.
By using the Site and/or Services, you expressly acknowledge and agree that any Provider you use through the Site and/or Services (i) may provide ZiphyCare with your information, which may include, without limitation, personal health information or other identifiable information, and (ii) ZiphyCare may use such de-identified information for analytics, research or other purposes, and may disclose, aggregate, sell, lease or otherwise provide such information, in whole or in part, to third parties, for these and other purposes. You agree that ZiphyCare may use, process, copy, share, and display information about you as necessary to provide you with Services that you request or agree to receive, whether such information is provided to us by you, your Provider, or someone else acting on your behalf.
When you book an appointment on the Platform, or participate in an appointment booked for you on the Platform by someone else, (including without limitation by completing appointment-related forms), you grant ZiphyCare permission to share information about you with: (1) the Provider with which you have the appointment, including your name, email address, insurance information, the identity and contact details of your insurance guarantor, and your emergency contact information; (2) the On-Site Care Coordinator(s) who support your appointment, to the extent necessary to support your appointment experience; and (3) third parties, to the extent that you have granted them permission to view your personal data by naming them on a permission form with an individual Provider on the Platform.
If you are included in another Account holder’s Circle of Care on the Platform, you acknowledge and agree that (a) such Circle of Care Account holder will have electronic access to view your personal health information, including medical records, on the Platform; (b) such Circle of Care Account holder will have the authority to schedule medical appointments on your behalf and to view your history of medical appointments on the Platform; (c) you grant ZiphyCare permission to share your personal data with the Circle of Care Account holder, including without limitation your personal health information, as well as your appointment history, associated with your use of the Platform.
To prevent a Circle of Care Account holder from viewing your personal information, do not accept or participate in any medical appointment scheduled for you by the Circle of Care Account holder. To revoke your inclusion in someone else’s Circle of Care, or to cancel an appointment made for you by a third party, call: 1-855-947-6782.
In addition to the General Terms for All Site Users above, if you are a Provider, you hereby agree to the following additional terms and conditions:
With respect to all protected health information (“PHI”) of patients made available to you or that you create and input into the Site and/or Platform (“Patient Data”), you agree to comply in all respects with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and all other state and federal laws, rules, regulations and ethics directives relating to patient information. You shall not access Patient Data for any individuals whom you are not actively treating. You agree to use best efforts and take all reasonable steps and measures to safeguard and maintain the confidentiality and privacy of Patient Data. With respect to Patient Data, ZiphyCare reserves the right to take any and all actions permitted or required by applicable laws, which may include the deletion of certain information or providing it to other parties in accordance with HIPAA.
ZiphyCare provides you with patient and other information using the Site solely as a convenience to you. You acknowledge that the Site and Platform are designed as a supplemental source of information, and not a primary source of relevant Patient information. Therefore, the Site and/or Platform may not contain the complete medical file of any patient. You acknowledge your responsibility to ensure that you have all information required to provide medical treatment, and that you may need to consult other sources as circumstances may require. Neither the Site nor the Platform is a medical device, nor does the information provided through the Site or the Platform constitute medical advice or instructions on how to render medical treatment to any patient. You are solely responsible and at all times obligated to rely on your own medical and clinical judgment, training, expertise and ethical obligations in rendering treatment to patients, regardless of information or data provided through the Site and/or Platform. You agree that the materials provide through the Site and/or Platform, do NOT substitute for your professional and ethical judgment and determinations with regards to any patient in your care. It is your sole responsibility and obligation to determine whether the patient information made available to you is accurate and sufficient to provide treatment. ZiphyCare ASSUMES NO LIABILITY, RISK OR RESPONSIBILITY ARISING FROM YOUR EVALUATION OR TREATMENT OF PATIENTS.
Provider should seek legal counsel regarding any legal and compliance issues and should not rely on any materials or content associated with the Services in determining Provider’s compliance obligations under the law. Provider and ZiphyCare agree that ZiphyCare is not providing, to the end user, patient, or anyone else, medical advice or legal advice. Provider is solely responsible for all medical advice, decisions, treatments, conclusions, prescriptions, and recommendations based upon the results, tests, diagnostics, and other information provided to Provider through the Site and/or the Platform.
If for some reason you cannot access a particular patient’s information, patient report or other patient related-file on the Site or on the Platform, it is your responsibility to promptly notify ZiphyCare at the number above. If you come across an error or other inaccuracy on the Site or the Platform, it is your responsibility to correct the inaccuracy if reasonable and feasible under the circumstances, or else alert ZiphyCare so that we may correct it.
If either the Site and/or the Platform permit you to input additional information into a patient record, you agree, represent and warrant that you have sufficient rights to provide us all consents, notices, advice, recommendations, comments, or other files that you input into the Site and/or Platform (“Provider Data”), and you shall indemnify ZiphyCare and its affiliates for all losses, fines, costs and other expenses that we incur if you did not have authorization to upload the Provider Data. By uploading Provider Data, you hereby expressly authorize us to attach the Provider Data to the applicable patient’s health record and to use the Provider Data for all healthcare-related purposes, share the Provider Data with third parties as permitted by law or as required for patient care, and otherwise make the Provider Data available to our employees, professional staff, contractors and agents for use on ZiphyCare’s behalf. ZiphyCare acknowledges that all patient PHI contained in Provider Data remains subject to HIPAA at all times.
If you submit, upload, transmit, or post any Provider Data to us or our Site or the Platform, or provide any Provider Data to patients or other consumers, you agree not to provide any Provider Data that (a) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. Provider is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers. You agree not to contact other users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to ZiphyCare that you have the legal right and authorization to upload all Provider Data at the Site and/or Platform. ZiphyCare shall have a royalty-free, irrevocable, transferable right and license to use the Provider Data however ZiphyCare desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such Provider Data and/or incorporate such Provider Data into any form, medium, or technology throughout the world. ZiphyCare is and shall be under no obligation: (i) to maintain any Provider Data in confidence; (ii) to pay to you any compensation for any Provider Data; or (iii) to respond to any Provider Data.
You and ZiphyCare mutually agree that nothing in this Agreement or in any other written or oral agreement you may have with ZiphyCare or any of our affiliates contemplates or requires the admission or referral of any patients or business to any ZiphyCare affiliated facility, practice, practitioner, Provider, or service.
Provider agrees that Provider is responsible for the content of any agreement entered into, or omitted from use, on the Platform between Provider and a Patient. ZiphyCare is not responsible for the accuracy, adequacy, or legal compliance of any Provider forms or documentation. Where ZiphyCare makes a template form or agreement available, ZiphyCare makes no representation of the legal adequacy or compliance of such form or agreement and Provider should seek the advice of qualified legal counsel.
In addition to the General Terms for All Site Users above, if you are an Onsite Care Coordinator, you hereby agree to the following additional terms and conditions:
With respect to all protected health information (“PHI”) of patients made available to you or that you create and input into the Site and/or Platform (“Patient Data”), you agree to comply in all respects with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and all other state and federal laws, rules, regulations and ethics directives relating to patient information. You shall not access Patient Data for any individuals whom you are not actively treating. You agree to use best efforts and take all reasonable steps and measures to safeguard and maintain the confidentiality and privacy of Patient Data. With respect to Patient Data, ZiphyCare reserves the right to take any and all actions permitted or required by applicable laws, which may include the deletion of certain information or providing it to other parties in accordance with HIPAA.
You agree that you will under no circumstances (i) grant any consent or sign any form or document on behalf of a patient or other third party; or (ii) provide any medical care or advice where you do not possess a required license to do so.
In addition to the General Terms for All Site Users above, if you are an Account Administrator, you hereby agree to the following additional terms and conditions:
1. You agree that you are the parent, legal guardian, legal agent, or have the express permission of any third party for whom you schedule services and about whom you enter information on the Site.
2. If you are a Circle of Care Account holder, you agree not to use your Circle of Care authority to harass, intimidate, abuse, or threaten individuals within your Circle of Care.