Terms of Use

Effective Date: July 24, 2024

This document contains important information that you need to consider before using Alethian.

The following terms and conditions (the “Terms of Use” or the “Agreement”) constitute an agreement between you and Alethian, Inc. (“Alethian,” “we,” or “us”), the operator of alethian.com and related websites, applications, services and mobile applications, and all associated services (collectively, the “Services”) provided by Alethian and on/in which these Terms of Use are posted or referenced. Some Services may require you to agree to additional terms specific to those Services, which terms will be presented to you prior to your use of those Services and are deemed part of these Terms of Use. For the purposes of these Terms of Use, the “Services” include, without limitation, scheduling pages maintained by Alethian on behalf of third parties, appointment scheduling technology integrated into third-party websites, and video services for the purposes of telehealth appointments.

This Agreement constitutes a contract between you and us that governs your access and use of the Services. That means you agree to all the terms and conditions of this Agreement by accessing and/or using our Services. If you do not agree, then you may not use the Services. As used in this Agreement, “you” means any visitor, user, or other person who accesses our Services; whether or not such person registered for a Alethian Account (as defined in Section 1).

If your use of the Services is terminated for any reason, then: (a) this Agreement will continue to apply and be binding upon you with regard to your prior use of the Services (as well as any subsequent and unauthorized use of the Services), including your indemnification obligations as described herein; and (b) any rights or licenses granted to us under this Agreement will survive such termination.

Alethian’s collection and use of Personal Data in connection with the Services is described in Alethian’s Privacy Policy (“Personal Data” as defined therein).

Important: Please review the arbitration notice and class action waiver in section 17.1 below carefully, as it will require you to resolve disputes between you and Alethian by binding, individual arbitration. You acknowledge and agree that you and Alethian are each waiving the right to a trial by jury. you further acknowledge and agree that you waive your right to participate as a plaintiff or class member in any purported class action or representative proceeding against Alethian . by entering this agreement, you expressly acknowledge that you have read and understood, and agree to be bound by, all of the terms and conditions of this agreement and have taken time to consider the consequences of this important decision.

We are constantly trying to improve our Services, so these Terms of Use may need to change along with our Services. We reserve the right to change the Terms of Use at any time, and if we do, we will place a notice on our site, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms of Use, you are free to reject them by halting your use of the Services. If you use the Services in any way after a change to the Terms of Use is effective, that means you agree to all of the changes.

Any disputes under this Agreement will be governed by the version of Agreement in effect at the time of the first event that gave rise to the dispute. Except for changes by us as described here, no other amendment or modification of these Terms of Use will be effective unless made in writing and signed by us.

We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one or any part of the existing Services. Under no circumstances will Alethian be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new features or services will be governed by this Agreement.

If you create a Alethian Account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that individual or entity).

1. ABOUT THE SERVICES

Subject to these Terms of Use, Alethian grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to use the Services in accordance with these Terms of Use. Portions of the Services can be viewed without a Alethian Account. However, to benefit from all of the Services we offer, you must create an account (a “Alethian Account”) and provide certain basic information about yourself. If you do provide us with any information, you authorize Alethian to use and disclose it as described in our Privacy Policy.

While utilizing the Services, you may encounter certain Content that Alethian makes available to you. “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, articles, scheduling availability, guidance, and other materials provided, made available or otherwise found through the Services. You acknowledge that the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment, but instead is provided to assist you in choosing a healthcare provider or organization (collectively, “Healthcare Providers”) or otherwise to be generally informative.

While we make reasonable efforts to provide you with accurate content, we make no guarantees, representations or warranties, whether express or implied, with respect to any content (including but not limited to descriptions of professional qualifications, expertise, quality of work, price or cost information, insurance coverage or benefit information).

In no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on any such content. We do not in any way endorse, refer or recommend any individual or entity listed in content and/or accessible through the services.

2. WE DO NOT PROVIDE MEDICAL ADVICE

Alethian is not a healthcare provider. The Content that you obtain or receive from Alethian, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and payment purposes only.

Alethian is not a referral service and does not refer, recommend or endorse any particular healthcare provider, test, procedure, opinion, or other information that may appear through the Services.

3. NO DOCTOR PATIENT RELATIONSHIP

No licensed medical professional/patient relationship is created when you use the services or content. Alethian encourages Healthcare Providers to use the Services responsibly, but we have no control over, and cannot guarantee the availability of, any Healthcare Provider at any particular time. We will not be liable for canceled or otherwise unfulfilled appointments, or any injury or loss resulting therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Services whatsoever.

4. AUTHORIZATION AND ACKNOWLEDGEMENT; IMPORTANT INFORMATION ABOUT HEALTHCARE PROVIDER RELATIONSHIPS AND HEALTHCARE PROVIDER LISTS

In connection with using the Services to schedule appointments with Healthcare Providers, you understand that:

• You are responsible for choosing your own healthcare provider, including without limitation, determining whether the applicable healthcare provider is suitable for your healthcare needs based on specialty, experience, qualification, licenses and other important facts and circumstances that could impact your care.
• Alethian (a) does not employ, refer, recommend, or endorse any Healthcare Providers, (b) does not make any representations or warranties with respect to these Healthcare Providers or the quality of the services they may provide, (c) is not responsible for ensuring that information (including credentials) a Healthcare Provider provides about himself or herself is accurate or up-to-date, (d) is not responsible for making sure that Healthcare Providers’ services are actually provided or are up to a certain standard of quality, and (e) we don’t control the actions of any Healthcare Providers and Healthcare Providers are not our employees.

5. THE SERVICES AND CONTENT ARE INFORMATIONAL AND EDUCATIONAL RESOURCES

The Services are an informational and educational resource for consumers and Healthcare Providers. No party (including Alethian) involved in the preparation or publication of such works guarantees that the Content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such Content.

Healthcare Provider Content:

Content related to Healthcare Providers and their practices (“Healthcare Provider Content”) is intended for general reference purposes only. Healthcare Provider Content may be provided by the Healthcare Provider and/or office staff, and collected from multiple other data sources that may not be confirmed by the Healthcare Provider. While we make efforts to confirm Healthcare Provider Content and keep it up to date, it can change frequently and may become out of date, incomplete or inaccurate at any time. Alethian does not provide any advice or certification regarding the qualifications of any particular Healthcare Provider.

Procedures/Products/Services:

Procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals, patients or all clinical situations. Any procedures, products, services or devices represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.

Insurance Content:

AI Content

We may make available through the Services certain features or content powered by artificial intelligence (“AI”, and such features, the “AI Features”).

Without limiting anything else herein, we make no representations or warranties whatsoever regarding the AI Features, which are provided “AS IS” and should be used at your own risk. Before interacting with the AI Features, you are responsible for making your own determination that the AI Features are suitable, and you are responsible for any reliance on the accuracy, completeness, or usefulness of any AI Features. You should not act or refrain from acting on the basis of any information made available through the Services, including the AI Features. We are not responsible for monitoring any interactions between you and the AI Features. You should evaluate the accuracy of any information produced from an AI Feature as appropriate for your use case. The AI Features may provide incomplete, incorrect, or offensive information that does not represent our views. If any information from an AI Feature references any third party products or services, it doesn’t mean the third party endorses or is affiliated with us.

Under no circumstances will we be liable in any way for the AI Features or any information generated by the AI Features, including, but not limited to, infringement of intellectual property rights, for any errors or omissions, or for any loss or damage of any kind incurred as a result of your interaction with the AI Features.

6. MEDICAL INFORMATION

You may elect to enter certain medical information into the Services, including by requesting an appointment or filling out a general medical history form that is not required or provided by a Healthcare Provider (“Medical History Form”) on behalf of yourself or a third party from whom you have authorization to provide such information. You can request (and in doing so, authorize) Alethian to provide this information to your chosen Healthcare Provider. You acknowledge and agree that such information will be reviewed and approved by you or someone authorized by you at the time of your appointment to ensure its accuracy. You also acknowledge that Alethian may use the data or information you provide in a Medical History Form in accordance with our Privacy Policy.

7. YOUR RESPONSIBILITIES

7.1 Your Alethian Account Credentials

When you create a Alethian Account, you will provide an email address and create a password (collectively, “Credentials”). You should keep your Credentials private and not share your Credentials with anyone else. You must immediately notify us if your password has been stolen or compromised by sending an email to support@alethian.com. You promise to provide us with accurate, complete, and updated registration information about yourself. You may also be able to connect to the Services maintained by a third party company, such as Meta Platforms, Inc., Google LLC (“Google”) or Apple Inc. (“Apple”). If you connect to the Services through a third party service, you give us permission to access and use your information from such third party service as permitted by such third party service, and to store your log-in credentials for such third party service. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on such third party service. Alethian has no control over, and assumes no responsibility for, the services, content, accuracy, privacy policies, or practices of or opinions expressed by any such third party.

7.2 Your Responsibilities Generally

While it’s free to create a Alethian Account and download our app, you are still responsible for your healthcare expenses. Any charges for any medical or related services rendered by Healthcare Providers will apply and will be entirely your responsibility. You are responsible for ensuring that all information that you provide to Alethian is accurate and up-to-date, including your insurance information. Some Services may not be available through Alethian or your Healthcare Provider depending upon a number of factors, including your insurance participation. Ultimately, you must resolve any dispute between you or any Healthcare Provider arising from any transaction hereunder directly with the Healthcare Provider.

You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You may only use the Services for lawful, non-commercial purposes. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to or to exceed your authorized access to any of the Services, user accounts, or computer systems or networks, through any means. You may not accumulate or index, directly or indirectly, any Content or portion of the Services (including, without limitation, Healthcare Provider Content, appointment availability, price information, or Insurance Content) for any purpose whatsoever.

In addition to our rights in these Terms of Use, we may take any legal action and implement any technological measures to prevent violations of the restrictions hereunder and to enforce these Terms of Use.

7.3 Responsibilities of Healthcare Providers and Others in the Healthcare or Medical Industries

If you are a Healthcare Provider or other person or entity in the healthcare or medical industries, regardless of whether you maintain a Alethian Account or whether you schedule or intend to schedule appointments through the Services, you acknowledge and agree that:

(a) You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other Content for any purpose other than your own personal use as a patient or prospective patient;

(b) You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; and

(c) You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices (including but not limited to booking fraudulent healthcare appointments or manipulating any review or rating data), or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.

7.4 Disputes Between Users

If there is a dispute between participants on this site or Services, or between users and any third party (including but not limited to Healthcare Providers), you agree that Alethian is under no obligation to become involved. In the event that you have a dispute with one or more other users or Healthcare Providers, you release Alethian, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

8. Telemedicine Services

You may be able to utilize certain telemedicine services through the Services, including but not limited to via Alethian’s video service or certain third-party virtual care services (“Video Services”). Alethian is not a healthcare provider, insurance provider, or a prescription fulfillment warehouse. In providing the Video Services, Alethian’s role is limited to making certain telehealth related information available to you and/or facilitating your access to telemedicine services provided by Healthcare Providers. Alethian is not responsible for such Healthcare Providers’ acts or omissions, or for any content of your communications with them. Alethian is independent of the Healthcare Providers, and does not employ or otherwise exercise any control over the services provided by Healthcare Providers, regardless of whether they utilize the Video Services. Further, Alethian has no control over, and assumes no responsibility for, the content, availability, suitability, accuracy, quality, security, legality, reliability, privacy policies, or practices of any Video Services offered by a third party. When you use such Video Services, we encourage you to read the terms and conditions and privacy policy of the applicable third party provider(s). By using such Video Services, you release and hold us harmless from any and all liability arising from your use thereof.

9. THIRD PARTY LINKS AND SERVICES

9.1 Links to Other Websites

While using the Services, you may encounter links to other websites. These links are provided for your convenience only and we do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other websites. Although we attempt to link to trustworthy websites, it is possible that they will contain materials that are objectionable, unlawful, or inaccurate and we will not be responsible or liable for the legality or decency of material contained in or accessed through such other websites. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealing, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Alethian will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

9.2 Third Party Software

We may incorporate third party software as part of certain of the Services, including without limitation open source third party software. Your use of such third party software is subject to any and all applicable additional terms and conditions governing such use provided by the third party software provider. Where applicable, additional notices relating to the third party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third party software.

9.3 Application Stores

You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application (e.g., the Apple App Store, Google Play or other store or distribution platform (each, an “Application Provider”)). Each Application Provider may have its own terms and conditions to which you must agree before downloading mobile applications from such store. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such Application Provider terms and conditions. To the extent such other terms and conditions from such Application Provider are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

If you are accessing the Services via an application (an “Application”) through an Application Provider, you and us acknowledge and agree that: (i) these Terms of Use are between you and us, and not the Application Provider, and that we are responsible for the Application, not the Application Provider; (ii) the Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services, subject to all the terms and conditions of these Terms of Use as they are applicable to the Services; (iii) with respect to Apple as the Application Provider, you will only use the Application in connection with an Apple device that you own or control; (iv) the Application Provider has no obligation to furnish maintenance and support services or handle any warranty claims with respect to the Application; (v) in the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify the Application Provider of such failure; upon notification, the Application Provider’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application; (vi) we, and not the Application Provider, are responsible for addressing any claims you or any third party have relating to the Application; (vii) in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; (viii) the Application Provider and its subsidiaries are third party beneficiaries of these Terms of Use as related to your use of the Application, and that upon your acceptance of these Terms of Use, the Application Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your use of the Application against you as the third-party beneficiary; (ix) in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Alethian, and not Application Provider, will be responsible for the investigation, defense, settlement, and discharge of any such infringement claim; and (x) you are not located in a country subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties. The foregoing terms apply to your use of all the Services, including the Application.

10. PAYMENT AND TRANSACTION PROCESSING

10.1 Payment and Transaction Processing Generally

You may be permitted to use the Services to pay for Designated Provider Services (as defined in Section 10.2), other products or services provided by the applicable Healthcare Provider, and/or other payment obligations, including, for example, your insurance copayments. In connection with such payments, we process your payment card information in accordance with our Privacy Policy. Alethian and/or its payment processing partner may collect from the applicable Healthcare Provider a transaction processing fee for our billing, collection and payment services (the “Transaction Processing Services”) performed in connection with such payment. Please note that any payment terms presented to you in the process of using or signing up for a paid service or the Transaction Processing Services are deemed part of these Terms.

10.2 Designated Provider Services

Certain Healthcare Providers may provide through the Services price information for their healthcare and related products and services (“Designated Provider Services”), and permit you to use the Services to pay for such Designated Provider Services.

Prior to scheduling an appointment for Designated Provider Services, please carefully review (a) the price information, and (b) all of the products and services that are included and excluded in each Designated Provider Service. Healthcare Providers are required to provide the applicable Designated Provider Service at or below the price indicated at the time of scheduling (“Designated Price”), unless you separately agree otherwise. Services in addition to or different from Designated Provider Services may be available, offered or rendered by Healthcare Providers. You and your Healthcare Providers are responsible for agreeing to pricing for any additional or different services. Alethian is not responsible for your or any healthcare provider’s failure to agree to pricing for any additional or different services.

10.3 Payment of Your Financial Obligations Under Your Insurance Coverage and Benefits

Certain Healthcare Providers may permit you to use the Services to pay for all or a portion of your financial obligations under your insurance coverage and benefits (the “Insurance Payment Services”).

While we endeavor to provide accurate Insurance Content (for example, your copayment obligation), we make no guarantees and disclaim all warranties that the Insurance Content is correct. You acknowledge that Insurance Content is provided by the insurance provider or via a third-party clearinghouse. Please also keep in mind that (a) Insurance Content is constantly being updated (for example, to reflect amounts you may have paid earlier towards your deductible), (b) you are likely to receive an explanation of benefits (or similar document) from your insurance company after you receive your Healthcare Provider’s services, and (c) you may ultimately owe your Healthcare Provider more than the amount you paid through the Insurance Payment Services.

10.4 Transaction Processing

If you make a payment through the Services, a transaction processing fee may apply. Healthcare Providers may separately charge you for additional or different products or services.

You acknowledge and agree that:

(a) you are responsible for and you will pay the Designated Price for the Designated Provider Services charged through Alethian by the applicable Healthcare Provider, as well as other amounts the applicable Healthcare Provider may charge through Alethian for any additional or different services rendered during or related to the applicable appointment;

(b) you remain responsible for paying all amounts required by law and/or contract (e.g., health plan agreement), including all cost-sharing obligations (such as, but not limited to, copayments, deductibles and other coinsurance obligations);

(c) if you utilize our Transaction Processing Services, Alethian may process your payment, and may do so in collaboration with our payment processing partner;

(d) Alethian is not responsible for any charges incurred for any products or services provided by Healthcare Provider, including any Designated Provider Service;

(e) Alethian is not responsible for any charges submitted for processing by Healthcare Providers;

(f) in the event you dispute any fees chargeable or charged through Alethian by a Healthcare Provider, you will resolve such dispute directly with the applicable Healthcare Provider;

(g) if you utilize our Transaction Processing Services, you may be required to accept the terms of use and privacy policy of our payment processing partner with respect to Transaction Processing Services.

(h) you will promptly review all charges processed through the Transaction Processing Services, and immediately notify Alethian to the extent you have any questions, concerns or disputes; in no event may you raise any questions, concerns or disputes after twelve (12) months from the date of the applicable transaction; and

(i) You must provide current, complete, and accurate billing information, promptly update all information necessary to keep your billing information current, complete, and accurate, and must promptly notify us or our payment processing partner if your account information is cancelled (such as due to loss or theft) or if you become aware of a potential breach of its security (such as unauthorized disclosure or use of your username or password).

We are not responsible for any error by, or other acts or omissions of, the payment processor. You further acknowledge and agree that neither Alethian nor our payment processing partner will be responsible if either we or our payment processing partner are unable to complete a transaction for any reason, including but not limited to:

(A) if you have not provided us with accurate, current and complete payment information;

(B) if you do not have sufficient available funds or available credit to complete the transaction;

(C) if you do not have an active payment card, or if we are unable to confirm your payment card information or your identity;

(D) if your account with us, your account with our payment processing partner, your access to the Services, or your access to our payment processing partner’s services has been terminated or suspended for any reason;

(E) if we or our payment processing partner have reason to believe that the requested transaction is unauthorized; or

(F) if we terminate or suspend the services we provide to the applicable Healthcare Provider.

12. YOUR USE OF CONTENT

All of the Content is owned by us or our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain Alethian’s proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Services for your own convenience, but you may not copy, distribute, republish (except as expressly permitted herein), sell, or exploit any of the Content, or exploit the Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither Alethian nor its suppliers grant you any express or implied rights, and all rights in the Services not expressly granted by Alethian to you are retained by Alethian.

13. DISCLAIMER

You acknowledge that we have no control over, and no duty to take any action regarding: (a) which users gain access to the Services, (b) what Content you access, (c) what effect the Content may have on you, (d) how you may interpret or use the Content, or (e) what actions you may take as a result of having been exposed to the Content. You release us from all liability for your use or inability to use any Content. We and our licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns (Alethian and all such parties together, the “Alethian Parties”) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services, and the Alethian Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We have no special relationship with or fiduciary duty to you.

We (and our licensors and suppliers) provide the services “as is” and “as available.” we make no express or implied warranties or guarantees about the content or services. to the maximum extent permitted by law, we hereby disclaim all such warranties, including all statutory warranties, with respect to the services, including, without limitation, any warranties that the services are merchantable, of satisfactory quality, accurate, fit for a particular purpose or need, or non-infringing. we do not guarantee that the results that may be obtained from the use of the services will be effective, reliable or accurate or will meet your requirements.

We do not guarantee that you will be able to use the services (either directly or through third-party networks) at times or locations of your choosing. we are not responsible for the accuracy, reliability, timeliness or completeness of information provided by users of the services or any other data or information provided or received through the services.

Except as expressly set forth herein, Alethian makes no warranties about the information systems, software and functions made accessible through the services or any other security associated with the transmission of sensitive information. Alethian does not warrant that the services will operate uninterrupted, error-free, bug-free or free from defects, that loss of data will not occur, or that the services or software are free of computer viruses, contaminants or other harmful items.

14. GENERAL LIMITATION OF LIABILITY

Your sole and exclusive remedy for any dispute with us is the cancellation of your Alethian account. in no event shall our cumulative liability to you for any and all claims relating to or arising out of your use of the services, regardless of the form of action, exceed the greater of (i) one-hundred ($100) dollars or (ii) the total amount of fees, if any, that you actually paid to Alethian and which Alethian retained in the six months prior to the event giving rise to the applicable claim.

To the fullest extent allowed by applicable law, in no event and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall any of the Alethian parties be liable to you (or to any third party claiming under or through you) for any indirect, special, incidental, punitive, consequential or exemplary damages arising from your use of, or inability to use, the services. these exclusions apply to any claims for lost profits, lost data, loss of goodwill, business interruption, work stoppage, accuracy of results, computer failure or malfunction, any other commercial damages or losses, any substitute goods, services, or technology, or medical malpractice or negligence of healthcare providers utilized through use of the services, or any matter beyond our reasonable control, even if we knew or should have known of the possibility of such damages. because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited in accordance herein to the maximum extent permitted by law.

You shall and hereby waive your rights with respect to California CivilCcode Section 1542 or any similar law of any jurisdiction, which says in substance that “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.”

15. TERMINATION

We reserve the right, in our sole discretion, to terminate, suspend and/or deactivate your Alethian Account immediately, without notice, if there has been a violation of this Agreement, s, or other policies and terms posted through the Services by you or by someone using your Credentials without authorization. We may also terminate, suspend or deactivate your Alethian Account for any other reason, including inactivity for an extended period. Alethian shall not be liable to you or any third party for any termination, suspension or deactivation of your access to the Services. Further, you agree not to attempt to use the Services after any such termination, suspension or deactivation (except where deactivation is due solely to inactivity, and you are permitted to create another Alethian Account). Account termination may result in destruction of any content associated with your Alethian Account. Sections 1 - 6, 9 - 18, and any other provisions that, by their nature, should survive termination of these Terms of Use shall survive any termination or expiration of these Terms of Use.

Alethian reserves the right to investigate and, at our discretion, take appropriate legal action against anyone who violates these Terms of Use or applicable law related to the Services, including without limitation, removing any offending communication from the Services, terminating the Alethian Account of such violators, and or blocking your use of the Services.

16. INDEMNIFICATION

Upon a request by us, you agree to defend, indemnify, and hold harmless the Alethian Parties from all liabilities, claims, damages (actual and consequential), demands, and expenses, including reasonable attorney’s fees, that arise from or are related to (a) your use of the Services; or (b) the violation of this Agreement(including these Terms of Use and the Privacy Policy,; or (c) the violation of any intellectual property or other right of any person or entity; or (d) by any person using your Credentials without authorization. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

17. ARBITRATION AGREEMENT

We hope that we can work out any disagreements you might have with Alethian. But if there is a dispute that needs to be further resolved, that process will take place according to this section. Please read the following arbitration agreement carefully, because it requires you to arbitrate certain disputes and claims with Alethian and limits the manner in which you can seek relief from Alethian. Both you and Alethian acknowledge and agree that for the purpose of any dispute arising out of relating to the subject matter of these Terms of Use, Alethian’s officers, directors, employees, and independent contractors (“Personnel”) are third-party beneficiaries of these Terms of Use, and that upon your acceptance of these Terms of Use, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary hereof.

17.1 Arbitration Rules; Applicability of Arbitration Agreement

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in King County, Washiington. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

17.2 Cost of Arbitration

The Rules will govern payment of all arbitration fees. Alethian will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

17.3 Small Claims Court; Infringement

Either you or Alethian may assert claims, if they qualify, in small claims court in King County, Washington or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any 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.

17.4 Waiver of Jury Trial

You and Alethian waive any constitutional and statutory rights to go to court and have a trial in front of a judge or jury. You and Alethian are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Alethian over whether to vacate or enforce an arbitration award, You and Alethian waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.

17.5 Waiver of Class or Consolidated Actions

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Alethian is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

17.6 Opt-out

You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: Alethian, Attn: [       ] postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

17.7 Exclusive Venue

If you send the opt-out notice in Section 17.6, and/or in any circumstances where the foregoing arbitration agreement permits either you or Alethian to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Alethian agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, New York, or the federal district in which that county falls.

17.8 Severability

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Alethian.

18. MISCELLANEOUS

18.1 Electronic Contracting; Copyright Dispute

Your affirmative act of using the Services and/or creating a Alethian Account constitutes your electronic signature to this Agreement, which includes our Privacy Policy, Acceptable Use Policy and Community Standards. This Agreement and any other documents to be delivered in connection with the Services may be electronically signed, and any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

Phone/ Text Communications

(a) Transactional Communications. By voluntarily providing your mobile phone number to Alethian and agreeing to receive text messages, you expressly agree that Alethian may contact you by telephone, SMS, or MMS messages (or successor protocols or technologies) for transactional, operational, or informational purposes, including appointment confirmations, appointment reminders, and post-appointment feedback requests, at the phone number provided. Message and data rates may apply. Message frequency varies. Reply STOP to cancel or HELP for help.

(b) Marketing Communications. By opting in to receive recurring automated marketing calls or text messages (such as SMS, MMS, or successor protocols or technologies) from Alethian, you expressly agree to receive messages concerning the marketing and sale of our products, services, offers, promotions, and events, as well as your relationship with us, including your orders and the products and services that you have inquired about. You understand that consent is not required to make any purchase from us. Message and data rates may apply. Message frequency varies. Reply STOP to cancel or HELP for help.

(c) Representations; Indemnity: You represent and warrant that mobile number provided to us is true and accurate, and that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Alethian. You agree to indemnify and hold Alethian harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing, including claims under the Federal Telephone Consumer Protection Act or any state law equivalents, as well as claims relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to update your account information for any changes in your mobile telephone number.

(d) Participation Requirements. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all mobile devices may be supported and our messages may not be deliverable in all areas. Message and data rates from your mobile telephone service provider may apply and are subject to the terms and conditions imposed by your provider.

(e) Opt-Out Instructions: You can opt out of receiving transactional and/or marketing text messages at any time by adjusting your notification settings in your account, replying STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any message that you receive from us, or otherwise following the given instructions for doing so. You acknowledge and agree to accept a final text message confirming your opt-out. Note that opting out of receiving all texts may impact your use of the Services.

(f) Accurate Account Information: If you change the phone number(s), you should update your Alethian account information and the phone number(s) attached to your account to assure we have up-to-date contact information, and any new phone number(s) you attach to your account may receive Alethian’s standard SMS messages unless you also unsubscribe via the above procedures.

18.3 Limitation of Claims

No action arising under or in connection with this Agreement, regardless of the form, may be brought by you more than one (1) year after the cause of action arose; actions brought thereafter are forever barred.

18.4 Severability

In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired. Further, the invalid, illegal or unenforceable provision shall be replaced by a provision that comes closest to the intention of the parties that underlie the invalid, illegal or unenforceable provision, except to the extent no such provision is valid, legal and enforceable, in which case such invalid, illegal or unenforceable provision shall be limited or eliminated to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effect and enforceable.

18.5 Governing Law; Language

This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the State of Washington as applied to contracts made and to be performed entirely within Washington, without giving effect to the state’s conflicts of law statute. This Agreement and all documents referenced herein were drafted in the English language and any translations thereof shall not be binding on either party to the extent they conflict with the English versions.

18.6 Entire Agreement; Waiver

This Agreement and any supplemental terms, policies, rules and guidelines posted through the Services, each of which are incorporated herein by reference, including the Privacy Policy,  constitute the entire agreement between you and us and supersede all previous written or oral agreements. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

18.7 Headings

The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.

18.8 Assignment

We may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our business or any assets to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.

18.9 Eligibility

You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to create a Alethian Account or use the Services on your own. Those under the age of 13 may not use the Services at all. If you are between the ages of 13 and 18 or the applicable legal age in your jurisdiction, you can use the Services only under the supervision of your parent or guardian who has agreed to these Terms of Use. By using the Services on behalf of a minor child, you represent and warrant that you are the parent or legal guardian of such child, and that all references in these Terms of Use to “you” shall refer to such child or such other individual on whose behalf you have authorization to enter into these Terms of Use and you in your capacity as the parent or legal guardian of such child or as the authorized party of such individual.

If you do not qualify under these Terms of Use, you may not use the Services. Use of the Services is void where prohibited by applicable law, and the right to access the Services is revoked in such jurisdictions. By using the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use. The Services are administered in the U.S. and intended for U.S. users only; any use outside of the U.S. or use related to activities outside of the U.S. is prohibited and at the user’s own risk. Users are responsible for compliance with any local, state or federal laws applicable to their use of the Services.