Terms and Conditions

These terms and conditions (the “Agreement”)governs your (“you” or “your”) access to and use ofthe sites, including any portal embedded therein, and other online or mobile services, pages, software, or applications that link to this Agreement (the “Services”), provided byOccuHealth Management LLC, and its affiliates entities, including without limitation entities doing business as “OccuHealth” and any of its affiliates that post these terms (collectively, “Company,” “we,” “us,” or “our”).You may also beprovided additional terms and conditions with respect to specific Services, which shall apply in addition to this Agreement, with the specific Service terms superseding any conflicting terms in this Agreement.

By accessing or using the Services, including providing us your contact information, youagree to be bound by this Agreement and recognize that you may be waiving certainrights. Please read this Agreement carefully, as they may have changed since your last access or use of the Services.

This Agreement constitutes constitute the entire agreement between the partiesrelating to the subject matter herein. We may modify this Agreement at any time, and any modifications will be posted on the Services. Your continued use of the Services following any such modifications constitutes your agreement that such use is legally sufficient consideration and your acceptance of the revised Agreement then in effect. Youagree that you will review this Agreement periodically and that you shall be bound by this Agreement and any modifications to them.

NOT A HEALTHCARE PROVIDER: COMPANY IS NOT A HEALTHCARE PROVIDER AND THE SITE IS NOT A MEDICAL DEVICE. YOU SHOULD CONSULT YOUR HEALTHCARE PROVIDER FOR MEDICAL ADVICE, AND NOT RELY UPON THE SITE. SEE SECTION 8 FOR ADDITIONAL INFORMATION.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

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1. USE OF THE SERVICES

Description of Services

Company provides occupational health screening and workforce health services to customers. Company may provide a secure online portal (the “Portal”) to facilitate scheduling, documentation, reporting, and workforce health management. Access to the Portal may be granted to customer representatives, customer employees or contractors subject to screening, Company personnel, and approved third-party providers. Customers are responsible for authorized user access under their account and for ensuring compliance with this Agreement.

Services may be performed directly by Company and/or through independent third-party healthcare providers, laboratories, or screening partners. Such third parties are independent contractors. Company may share information as necessary to coordinate services, subject to applicable law. Company is not responsible for the acts or omissions of independent third-party providers beyond its reasonable control.

Company may expand the scope of its Services in the future, including into broader healthcare-related offerings, and this Agreement will apply to such additional services unless otherwise stated.

Representations and Age Restriction

You are responsible for ensuring that any persons who access the Serviceson your computer(s) or device(s), or who are permitted or able to access our Services on your computer(s) or device(s), or who use your internet connection, are aware of this Agreement and all other documentation referred to in them, and that such persons also agree to be bound by and to comply with this Agreement. If for any reason whatsoever, such persons do not agree to this Agreement or do not wish to be bound by them, they must not access or use our Services, and you must not permit them to do so.

When you use the Services or send communications to us through the Services, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Services. We may communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by creating a user account for the Portal, or otherwise providing us with your email address, postal address or phone number, you agree that we or our agents may contact you at that address or number in a manner consistent with our Privacy Notice.

When you use our Services, you represent and warrant that: (a) the information and details you submit to the Services are true and correspond to reality; (b) your use of the Services does not violate any applicable law or regulation. You affirm that you are at least 18 years of age and a “natural person” in your country of residence and are fully able and competent to enter into the terms, conditions, obligations, representations and responsibilities set for in this Agreement, and to abide and comply with this Agreement.

General Informational Purposes Only

Company provides the Services and the information on it for general informational purposes only. Contents on our Services are not intended to provide medical advice or legal advice. None of the contents may be relied upon by any person for any medical, diagnostic or treatment reasons whatsoever. None of the materials presented here may be relied upon by any person for any purpose other than informational purposes without the express written consent of Company. No one accessing or reviewing any content or information accessible through our Services should act or refrain from acting on the basis of such content or information, without first consulting with and engaging a qualified, licensed physician, authorized to practice medicine in such person’s particular jurisdiction, concerning the particular facts and circumstances of the matter at issue. Any information on the Services about prior results attained by Company or its physician providers is not a guarantee or warranty that a similar outcome will be achieved.

Information Provided and Content on Our Services Provided on a Non-Reliance Basis

Our Services are made available to you in order to provide you with general information about us, Company’s brand, and any products or services that we offer from time to time. We do not make our Services available for any other purposes, except as expressly provided in this Agreement.

The content on our Services is not intended to be construed as advice. You must not rely on any of the content of our Services for any purposes whatsoever, and you must seek your own independent professional advice before deciding to take any course of action on the basis, whether in whole or in part, of any of the content available on our Services at any time.

WE MAKE NO REPRESENTATIONS AND PROVIDE NO WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, THAT ANY OF THE CONTENT OR MATERIALS AVAILABLE ON OUR SERVICES FROM TIME TO TIME ARE ACCURATE, UP TO DATE OR COMPLETE.

2. PROHIBITED USES OF OUR SERVICES

You must use our Services for lawful purposes only and in accordance with this Agreement.

You are not allowed to:

• use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Services, or are a person with whom transactions are prohibited under economic or trade sanctions;
• use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services or any networks connected to our Services in any manner;
• engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• attempt to induce any user into buy-sell correspondence outside our Services;
• impersonate or post on behalf of any person or entity or otherwise misrepresenting your affiliation with a person or entity;
• use, or attempt to use, any form of gift certificate or cryptocurrency as payment for any item posted or offered on our Services;
• breach or circumvent any laws, regulations, third-party rights or our systems, Services, policies, or determinations of your account status;
• manipulate the price of any item or interfere with any other user's items;
• create items or provide us with content in inappropriate categories or areas of our Services;
• sell, offer, or solicit anything that violates any of our guidelines, including without limitation the sale, offer, or solicitation of the following goods and activities:
  • stolen or counterfeit goods;
  • adult content or pornography;
  • stocks, commodities, drugs (legal or illegal), alcohol, fireworks, or medication;
  • any services, legal or otherwise, including but not limited to licensing or regulated services such as legal, financial, medical services, massage, matchmaking, or escort services.
  • food or liquids, including homemade items, breast milk. Trading in live or deceased animals or their byproducts.
  • weapons, firearms, ammunition, lottery tickets, gambling items, currency, cryptocurrency, or hazardous materials.
• provide us with content that is false, inaccurate, misleading, deceptive, defamatory, libelous, illegal, inappropriate, harmful, or violates and/or infringes the rights of others;
• distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm us or the interests or property of users;
• develop or use any third-party applications that interact with our Services without our prior written consent;
• use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with our prior written consent;
• circumvent any technical measures used to provide our Services;
• interfere with the functioning of our Services, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
• export or re-export any of our Services, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
• harvest or otherwise collect or use information about users without their consent;
• reproduce, duplicate, copy or resell any part of our Services or any content from our Services, save and except to the extent expressly permitted in this Agreement;
• without our prior written consent, access, interfere with, damage or disrupt in any way our Services or any part of it, our systems, any of our hardware or equipment or any networks on which our Services are hosted, any software that we use to create or modify the Services or to make the Services available to you, or any hardware, equipment, network, server, software or technology owned or operated by us or any third party;
• submit to us any information which is considered ‘sensitive personal information’. ‘Sensitive personal information’ is information about you or any other person which reveals your or their racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or which is genetic data, biometric data, information which concerns your or their health, sex life or sexual orientation.

3. OUR INTELLECTUAL PROPERTY RIGHT

1. All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs and other content appearing in or on our Services and its content are either owned by us or licensed to us. All such rights are protected by intellectual property laws, including copyright, trademark, patent or other proprietary rights and laws around the world, and all rights are reserved. Any use of the Services and its contents, other than as specifically authorized herein, is strictly prohibited. Any rights not expressly granted herein are reserved by us.

2. Subject to your compliance with this Agreement, we grant you a limited license to access and use the Services and its content for personal and informational purposes. You may print or share the content from our Services for lawful personal, private, and non-commercial purposes, and you may also make others within your organization aware of the content on our Services. You may not otherwise extract, reproduce, or distribute the content of our Services without our prior written consent.

3. Whenever you print, download, share or pass on content from our Services to others, you must not make any additions or deletions or otherwise modify any text from our Services, you must not alter or change any images, media or graphics from our Services in any way, you may not remove any accompanying text from such images, media or graphics, and you must ensure that all content passed on to any third party is an accurate representation of the content as it appears on our Services.

4. Whenever you pass on any content or materials from our Services to anyone, you must acknowledge us as the authors of such content or materials (or any other authors wherever credited by us) at the time when you pass on such content or materials.

5. We respect the intellectual property rights of others, and we ask you to do the same. We may, in appropriate circumstances and at our discretion, terminate service and/or access to and use of our Services for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Services, please provide our designated agent the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online Service are covered by a single notification, a representative list of such works at that Service.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at our Services, and information reasonably sufficient to permit us to locate the material.
• Information reasonably sufficient to permit us to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

4. CONTENT SUBMITTED BY YOU

1. Our Services allow you and other users to create, post, store and share content, including but not limited to messages, text, photos, graphics, videos, software, code, company logo or marks, job descriptions, and other materials (collectively, "User Content"). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Company.

2. You grant Company a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. The use of your or any other user's name, likeness, or identity in connection with the Services does not imply any endorsement thereof unless explicitly stated otherwise. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. When You provide User Content in connection with third party tools, you may be sharing User Content with these third parties.

3. You may not create, post, store or share any User Content that violates this Agreement or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by this Agreement, will not violate any rights of or cause injury to any person or entity. You will not (and will not allow or authorize any third-party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise publish through our Services any User Content that:

• is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, or inflammatory;
• visit our website or use our Services with the intention, in whole or in part, of establishing a basis for asserting a lawsuit or claim in arbitration against us;
• is fraudulent, misleading or false, may encourage deceptive activity, or would otherwise constitute as duplicitous behavior;
• is, in Company's judgment, disrespectful, inappropriate, or may expose Company, our users or others to harm or liability;
• may infringe the patent, trademark, trade secret, copyright, intellectual, privacy or proprietary right of any party;
• would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
• includes any statements or claims that do not reflect your honest views and experiences;
• contains any unsolicited marketing promotions, political campaigning, advertising, or solicitations;
• contains any private information of any third parties, including addresses, phone numbers and payment card information; or
• contain viruses, corrupted data or other harmful, disruptive, or destructive files.

4. Company assumes no responsibility to actively monitor User Content and does not endorse any User Content. Although Company has no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.

5. In the event you provide us with any ideas, thoughts, criticisms, reviews, suggested improvements, or other feedback related to the Services (collectively “Feedback”), you hereby assign such Feedback for which your use of our Services shall count as sufficient consideration and without further compensation or expectation of compensation, and agree that we may use such Feedback for commercial or non-commercial purposes at our discretion. For any Feedback that cannot be legally assigned to us, you hereby: (a) grant us an exclusive, unrestricted, worldwide, perpetual, and royalty-free license to use the Feedback to (i) improve the Services and (ii) promote the Services; and (b) agree that you will not be due any compensation for your Feedback that is used in these ways.

5. YOUR ACCOUNT DETAILS

1. If we provide you with account information, including for the Portal, such as a username, identification number, account code and/or password, you must keep such information confidential and secret and not disclose it to anyone. All account information is provided for use of the named account holder only, and not for any other person. You are responsible for any actions taken through your account and any consequences of unauthorized access to your account due to any disclosure of your account information to any third party. You are restricted to one account.

2. Where we provide you with the option to select your own login information, including a password, we recommend that you supply login information unique to your own use of the Services, and do not use information from other accounts you may hold with other websites or any easily discoverable information about you. You are responsible for any consequences of unauthorized access to your account due to any disclosure of your login information to any third party.

3. You must never use another user’s account without permission. When creating your account, you must provide accurate and complete information. You agree that you will not solicit, collect or use the login credentials of other individuals. We prohibit the creation of, and you agree that you will not create, an account for anyone other than yourself. You also represent that all information you provide to us upon registration and at all other times will be true, accurate, current, and complete. You agree to update your information as necessary to maintain its truth and accuracy. You agree that messages and updates to the TOU may sent through the account.

4. We reserve the right to withdraw access to your account without notice for any actual or suspected breach of this Agreement or any other documentation referred to in them, including, without limitation, where we suspect that there has been unauthorized access to your account or any unauthorized disclosure of your login information.

5. If you know or suspect that the confidentiality of your login information has been compromised, for example, by disclosure to any third party, you must immediately change your password by clicking the “Forgot Password?” link on the “Employer Portal” page of the Services. If you are unable to change your password, you must immediately contact us at https://occuhealth.net/contact.

6. WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

6. LINKS TO OTHER WEBSITES OR APPLICATIONS

1. Any information, statements, opinions, or other information provided by third parties and made available on our Services are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement or other third-party Content on our Services.

2. We may provide on the Services, solely as a convenience to users, links to websites, social media pages, mobile applications or other services operated by other entities. If you click these links, you will leave our Services. If you decide to visit any external link, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links; or that any linked Site is authorized to use any of our trademarks, logos, or copyright symbols.

3. We may maintain a presence on and link to social media websites, including Facebook, LinkedIn, Google Plus, Twitter, YouTube, Vine, TikTok, Pinterest and Instagram, and others (collectively, “Social Media Pages”), to provide a place for people to learn more about us and our products and to share experiences with our products. When you visit these Social Media Pages, you are no longer on our Services, but rather a website operated by a third party. All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values or ideas. All visitors to our Social Media Pages must comply with the respective social media platform’s terms of use.

4. YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THIS AGREEMENT APPLICABLE TO SUCH SITES AND RESOURCES, WHICH YOU WILL COMPLY WITH.

7. LINKS TO OUR SERVICES

1. You may not link to our Services without our prior written consent.

2. Where you have obtained our consent to link to our Services:

• you may provide links to our Services on other websites owned by you, provided that such websites and the use of any links to our Services comply with this Agreement;
• wherever you post a link to our Services on any other website, you agree that you will do so in an appropriate manner, and not in any way which is defamatory or disparaging towards us, which misrepresents us or our business, or which causes any harm whatsoever to us or our business; and
• you must not link to our Services in order to suggest any form of joint venture, partnership, collaboration, affiliation, business relationship, approval or endorsement in connection with us where none exists and, in any event, without having first obtained our prior written consent.

3. We may withdraw permission to link to our Services at any time. If we withdraw permission to link to our Services and inform you of the same, you must immediately remove or cause to be removed any links to our Services.

8. DISCLAIMERS AND ASSUMPTION OF RISK

THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. COMPANY ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT OR HARM, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY FROM YOUR ACCESS TO, USE OF, OR BROWSING THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SERVICES. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES.

THE INFORMATION PROVIDED ON THE SERVICES IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IS NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR TREATMENT.

THE SERVICES DO NOT REPLACE PRIMARY OR SPECIALTY MEDICAL CARE, DO NOT CONSTITUTE EMERGENCY SERVICES, AND DO NOT CREATE A GENERAL PHYSICIAN-PATIENT RELATIONSHIP. CUSTOMERS ARE SOLELY RESPONSIBLE FOR DETERMINING THE HEALTH, VACCINATION, AND COMPLIANCE REQUIREMENTS APPLICABLE TO THEIR WORKFORCE AND FOR MAKING ALL EMPLOYMENT-RELATED DECISIONS.

USING THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ANY HEALTHCARE PROFESSIONAL. INFORMATION PROVIDED HERE SHOULD NOT BE USED TO DIAGNOSE OR TREAT A HEALTH PROBLEM OR DISEASE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR, GO TO THE NEAREST EMERGENCY ROOM, OR CALL 911 IMMEDIATELY.

9. EXCLUSIONS AND LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR OUR AFFILIATES, NOR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, EQUITYHOLDERS, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS, AND/OR REPRESENTATIVES (OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASEES”), WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OR THE INABILITY TO USE THE SERVICES, THE CONTENT, OR EXTERNAL LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, OR ANY COMPUTER VIRUS OR FAILURE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASEES WILL ALSO NOT BE LIABLE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, OPPORTUNITIES, REVENUE, OR PROFITS), EVEN IF WE HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS, OR CONDUCT OF ANY USER OR OTHER THIRD PARTY.

IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, OR IF WE ARE OTHERWISE FOUND TO BE LIABLE IN ANY MANNER, THEN YOU AGREE THAT OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT YOU PAID, IF ANY, TO ACCESS THE SERVICES, IN THE AGGREGATE FOR ALL CLAIMS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. INDEMNITY

You agree to defend, indemnify and hold Company and its directors, officers, employees, agents or service providers harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising directly or indirectly out of or from (i) your breach of any provision of this Agreement; (ii) your activities in connection with our Services; or (iii) the User Content or other information you provide to us through the Services. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Company’ defense of such claim.

11. DISPUTES, ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Any dispute, claim or controversy arising out of or relating to this Agreement, other agreements on the Services, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be either determined by binding arbitration in Pennsylvaniabefore one arbitrator or submitted to small claims court in Pennsylvania. If the arbitrator finds this location to be unreasonably burdensome to you, a new location may be selected or arbitration may be conducted over the phone, using video conferencing, or similar. You may be entitled to an in-person hearing near your place of residence. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Any arbitration arising out of or related to this Agreement shall be conducted in accordance with the expedited procedures set forth in the current JAMS Comprehensive Arbitration Rules and Procedures, including Rules 16.1 and 16.2 of those Rules.

No Class Actions: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Seeking Arbitration: If you elect to seek arbitration or file a small claim court action, you must first send to us, by certified mail, a written notice of your claim (“Notice”). The Notice to us must be addressed to:5 DuPont Ct., Greenvale, NY 11548, Attn: LegalDepartment. If we initiate arbitration, we will send a written Notice to an email address you have previously provided to us, if available. We may also use any other means to contact you, including a message in your Account. A Notice, whether sent by you or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or us may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. If you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, we will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000 or the arbitrator determines the claims are frivolous, in which event you will be responsible for filing fees.

Arbitration Fees: You and Company will each bear its own costs and attorneys’ fees in the event of arbitration; provided, however, that either party may recover attorneys’ and arbitral fees and costs to the extent permitted by applicable law or under applicable arbitration rules. If an arbitrator determines that arbitration has been brought in bad faith, for an improper purpose, or to exert unfair pressure greatly disproportionate to the harm alleged, or that the demand was entirely frivolous, the arbitrator may award costs, arbitration fees, and attorneys’ fees to the party defending itself in connection with any such dispute.

Hearing: If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules.

Award: In the event arbitration awards you damages of an amount at least $100 greater than our last documented settlement offer, we will pay your awarded damages or $7,500, whichever is greater.

Opt-out: You have a limited right to opt out of the provisions of this arbitration section (excluding the terms under the heading “ Governing Law and Jurisdiction”) by sending written notice of your decision to opt out by contacting us at https://occuhealth.net/contact, within 30 days after first becoming subject to this Agreement. Your notice must include your name, physical address, and email address, and an unequivocal statement that you want to opt out of this arbitration section. If you opt out of this arbitration section, all other parts of this Agreement will continue to apply to you. Opting out of this arbitration section has no effect on any other arbitration agreements that you may currently have, or may enter into in the future, with us.

Injunctive Relief: Notwithstanding the foregoing, you and we both agree that you or we may sue in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of this Agreement unenforceable, that portion shall not be effective, and the remainder of the Agreement shall remain effective. No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

Confidentiality: The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

12. GOVERNING LAW AND JURISDICTION

This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of Pennsylvania, exclusive of conflict or choice of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits. The parties adopt and agree to implement the current JAMS Optional Arbitration Appeal Procedure with respect to any final award in an arbitration arising out of or related to this Agreement.

13. OTHER IMPORTANT LEGAL TERMS

No Waiver
Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Severability
If any provision of this Agreement is held to be invalid or unenforceable, it shall be replaced in interpretation by a valid and enforceable term that most closely aligns with the intent of the original provision. If that is not possible, the provision shall be removed, and the rest of the Agreement will be enforceable.

Assignment
This Agreement, and any rights and licenses granted hereunder, may not transferred or assigned by you, but may be assigned by Company without restriction.

Entire Agreement
This Agreement reflect the entire agreement between the parties related to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties.

Termination
The Services and this Agreement are in effect until terminated by you or us. We may terminate this Agreement by notifying you using any contact information we have about you or by posting such termination on the Services, including in your Account. You may terminate this Agreement by providing written notice of termination, including your detailed contact information and any Account information or other Service credentials, to us using the information in the Contact Information section. In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit, or terminate all or a portion of your access to the Services or any of its features at any time with or without notice and with or without cause, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. We may be protected for liability from these actions under the Communications Decency Act, 47 U.S.C. § 230.

The provisions of this Agreement concerning protection of intellectual property rights, authorized use, user submitted content, disclaimers, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

Upon any such termination, (i) you must destroy all content obtained from the Services and all copies thereof; (ii) you will immediately cease all use of and access to the Services; (iii) we may delete or disable access to our content at any time; (iv) and we may delete your account at any time. You agree that if your use of the Services is terminated pursuant to this Agreement, you will not attempt to use that the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of the Services after termination will be a violation of this section, which survives any termination.

Notices and Electronic CommunicationsWhen you visit our Services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

14. NOTICE TO CALIFORNIA AND NEW JERSEY RESIDENTS

California Residents Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information: The provider of the Services is OccuHealth Management LLC, 5 DuPont Ct., Greenvale, NY 11548. To file a complaint regarding the Services or to receive further information regarding use of the Services, please send a letter to the above address or contact us at https://occuhealth.net/contact with “California Resident Request” in the comment section. You may also contact the Complaint Assistance Unit of the Division of Consumer Sites of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.

New Jersey Residents If you are a consumer residing in New Jersey, solely to the extent that your rights as a consumer residing in New Jersey render them unenforceable under New Jersey law, the following sections of this Agreement do not apply to you and do not limit any rights that you may have: (a) Disclaimer of Warranties; (b) Limitation of Liability; (c) Dispute Resolution, and (d) Indemnification.

15. INTERNATIONAL USERS

The services referred to on the Services may only be available in the territory to which the Servicesis directed and may not be available in your country. WE MAKE NO REPRESENTATION THAT THE INFORMATION AND MATERIALS ON ANY SERVICES, INCLUDING WITHOUT LIMITATION THE INFORMATION AND OTHER MATERIALS PROMOTING THE PRODUCTS IDENTIFIED ON THAT SERVICE, ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OTHER THAN THE LOCATION FOR WHICH THE SERVICES IS DIRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY PART THEREOF IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES. Those who choose to access the Services do so on their own initiative and at their own risk, and are responsible for complying with all local statutes, orders, regulations, rules, and other laws. You are also subject to United States export controls and are responsible for any violations of such controls, including without limitation any United States embargoes or other federal rules and regulations restricting exports.

Despite the above, as a consumer you will benefit from any mandatory provisions of the law of the country in which you are a resident. Nothing in this Agreement affects your rights as a consumer to rely on such mandatory provisions of local law. The local law of your jurisdiction may entitle you to have a dispute relating to this Agreement heard by your local courts. This Agreement does not limit any such rights that you have that apply. HOWEVER, BY ENTERING INTO THIS AGREEMENT, WE DO NOT CONSENT TO THE JURISDICTION OF ANY COURTS OTHER THAN THOSE REFERENCED IN THIS AGREEMENT AND RESERVES THE RIGHT TO CONTEST THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY OTHER COURT. We may limit the availability of our Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. This Agreement, as well as all other documents related to it, including notices and correspondence, will be in the English language only.

16. CHANGES WE MAY MAKE TO THIS AGREEMENT AND OTHER DOCUMENTATION

1. We may revise or otherwise change or update this Agreement from time to time. We will use reasonable efforts to notify you of such changes. However, please check the “Last Updated” legend at the top of this page to see when this Agreement was last revised. When changes are made to this Agreement, they will become immediately effective when published on this page unless otherwise noted. We encourage you to periodically review this Agreement―there may have been changes to our policies that may affect you. If you do not agree to the Agreement as modified, then you must discontinue your use of our Services. Your continued use of the Services will signify your continued agreement to this Agreement as revised. We will make reasonable efforts to notify you of material changes to this Agreement. Such efforts might include posting notice on the Services, an email to the address we have on file, or a message in your account.

2. We may assign this Agreement at any time with or without notice to you. You may not assign or sublicense this Agreement or any of your rights or obligations under this Agreement without our prior written consent.

17. CONTACT US

If you have questions about this Agreement, or if you have technical questions about the operation of the Services or if you have any questions or comments about Company or our service or have other customer service needs, please contact us through this https://occuhealth.net/contact.

We value your feedback and will do our best to address any concerns.