User Agreement

GoConsult Healthcare Provider
User Agreement

 

  1. Grant of Right to Use the GoConsult Platform
  2. Access to the GoConsult Platform
  3. Use of Information
  4. Intellectual Property Rights
  5. Business Associate Provisions
  6. Implementation
  7. Fees and Charges
  8. Confidential Information
  9. Disclaimer, Exclusion of Warranties, and Limitation of Liability
  10. Insurance
  11. Term; Modification; Suspension; Termination
  12. Amending Provider Information; Assignability of this Agreement; Assurances
  13. Supervening Circumstances
  14. Severability
  15. Notices
  16. Waiver
  17. Complete Understanding; Amendments
  18. No Third-Party Beneficiaries
  19. Privacy Policy

 

 

Healthcare Provider User Agreement

This Healthcare Provider User Agreement only applies to users of GoConsultPro – Health and Related GoConsult Platform services.

THIS IS A LEGALLY BINDING AGREEMENT between GoConsult Sdn Bhd(together with its subsidiaries, “GoConsult,” “we” or “us”), and you. BY CLICKING “I AGREE,” OR BY OTHERWISE SIGNING-UP OR FOR AN ACCOUNT, OR BY ACCESSING OR USING THE GOCONSULT PLATFORM (DEFINED BELOW), YOU ARE ENTERING INTO THIS HEALTHCARE PROVIDER USER AGREEMENT (THIS “AGREEMENT”) AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. Please read this Agreement carefully, and do not sign-up for an account or use the GoConsult Platform if you are unwilling or unable to be bound by this Agreement. You and we are collectively referred to as the “Parties.”

  1. Grant of Right to Use the GoConsult Platform

1.1  We grant to you and you accept a non-exclusive, personal, non-transferable, limited right to access and use the GoConsult Platform, and a non-exclusive, personal, non-transferable, limited license to use any computer software or data furnished by us for access to or use of or in connection with the GoConsult Platform during the Term, subject to your full compliance with the terms and conditions set forth in this Agreement and with our Policies and Procedures. You will not:

(a) use the GoConsult Platform for time-sharing, rental or service bureau purposes;

(b) make the GoConsult Platform, in whole or in part, available to any other person, entity or business;

(c) copy, reverse engineer, decompile or disassemble the GoConsult Platform, in whole or in part, or otherwise attempt to discover the source code to the software used by the GoConsult Platform; or

(d) modify, combine, integrate, render interoperable, or otherwise access for purposes of automating data conversion or transfer, the GoConsult Platform or associated software with any other software or services not provided or approved by us. You will obtain no rights to the GoConsult Platform except for the limited rights to use the GoConsult Platform expressly granted by this Agreement.

1.2  The GoConsult Platform include certain third-party software, services, data or applications that may require that you enter into separate agreements with third parties. We may also make available optional services, either directly or through integrations with the GoConsult Platform, provided by third parties, such as billing. You will comply with and, upon request, execute, any agreements or acknowledgments that may be required for the use of such software or services, and hereby agree to comply with the terms of any license or other agreement relating to third-party products included in the GoConsult Platform or made accessible to you through the GoConsult Platform. Additionally, your use of the GoConsult Platform or of such third-party products or services will constitute your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use, including those third-party terms set forth.

  1. Access to the GoConsult Platform

2.1 Access Rights of Healthcare Providers.

2.1.1  GoConsultPro-Health Account Owners. We offer the GoConsultPro-Health app services to Healthcare Professionals. All persons who sign up for a GoConsultPro-Health account must furnish, among other things, their (Healthcare Professional’s) full legal name and business name(s)  as part of the sign-up process. The Healthcare Professional is a party to this Agreement for all purposes and shall be subject to all of the provisions that are applicable to the person addressed as “you” in this Agreement.  Only the GoConsultPro-Health account owner is entitled to any of the rights, remedies or benefits under this Agreement and control over the Administrative Rights. GoConsultPro-Health account owner is likewise subject to, and we may enforce against it, all of the covenants, obligations, restrictions, limitations, acknowledgements, consents, representations, warranties, waivers and releases included in this Agreement. The GoConsultPro-Health account owner remains responsible for all activity occurring thereunder.

(a)  Incomplete or Inaccurate Registration Information. A Healthcare Provider that has failed to complete the registration information may not be able to access all of the GoConsult Platform. In addition, until such Provider completes such registration information, such Provider agrees and acknowledges that it is subject to, and we may enforce against it, all of the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations, warranties, waivers and releases set forth in this Agreement that are applicable to the person addressed as “you” in this Agreement, and such Provider hereby grants and makes all rights, waivers and releases set forth in this Agreement that are granted and made by the person addressed as “you” in this Agreement, but such Provider is entitled to none of, and hereby waives and agrees not to assert any of, the rights, remedies or benefits under this Agreement. Once a Healthcare Provider’s registration has been submitted sufficient to establish its status as the particular GoConsultPro-Health account owner, this provision shall cease to apply.

2.2 Trial Use.

We also offer the GoConsult Platform on a limited basis to trial users under this Section 2.2. If you have signed-up for an account for the purpose of evaluating the GoConsult Platform or to use the GoConsult Platform for academic coursework (collectively, “Trial Use”), you may use the GoConsult Platform only in connection with such Trial Use. As such, you hereby agree and acknowledge that you are subject to, and we may enforce against you, all of the covenants, obligations, restrictions, limitations, acknowledgements, Consents, representations and warranties set forth in this Agreement that are applicable to the person addressed as “you” in this Agreement, and you hereby grant and make all rights, waivers and release set forth in this Agreement that are granted and made by the person addressed as “you” in this Agreement, but you are entitled to none of, and hereby waive and agree not to exercise or assert any of, the rights, remedies or benefits under this Agreement other than the limited, non-exclusive, non-transferable, personal right under this Section 2.2 to sign-in and make Trial Use of the functionality of the GoConsult Platform. You acknowledge that your access to the GoConsult Platform may be terminated by us at any time, for any reason or no reason at all, with or without notice

2.3 Verification.

You agree that your use of the GoConsult Platform, or certain features or functionality of the GoConsult Platform, may be subject to verification by us of your identity and credentials as a health care provider or health care professional, and to your ongoing qualification as such. You agree that we may use and disclose Your Personal Information for such purposes, including making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to or use of the GoConsult Platform at any time if we are unable at any time to determine or verify your identity, qualifications or credentials.

2.4  Permitted Uses.

2.4.1  Subject to the terms of this Agreement, you may use the GoConsult Platform for any purpose expressly permitted by applicable law, including treatment, payment and health care operations.

2.4.2  If you are consulted in your capacity as a Healthcare Professional through the GoConsultPro-Health app or another component of the GoConsult Platform, you may use such information for treatment and for obtaining payment for treatment; provided that, (i) you may access only information pertaining to individuals with whom you have a treatment relationship or for whom a healthcare professional who has a treatment relationship with the individual has requested a professional consultation from you, or from whom you have received authorization to use their health information; and (ii) you may use only the minimum necessary information for payment purposes.

2.4.3  You will not use the GoConsult Platform for any purposes other than those described in Section 2.4.1 or Section 2.4.2. In particular, you will not:

(a)  reproduce, publish, or distribute content in connection with the GoConsult Platform that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right; nor

(b)  use the GoConsult Platform to transmit illegal, obscene, threatening, libelous, harassing, or offensive messages, or otherwise unlawful material.

(c)   In addition, to further safeguard the confidentiality, integrity and availability of the information and other elements housed in the GoConsult Platform, as well as the stability of the GoConsult Platform, you agree you will not, nor attempt to, or authorize anyone to, or attempt to:

(i) Abuse or misuse the GoConsult Platform, including gaining or attempting to gain unauthorized access to the GoConsult Platform, or altering or destroying information housed in the GoConsult Platform;

(ii) use the GoConsult Platform in a manner that interferes with other users’ use of the GoConsult Platform;

(iii) use the GoConsult Platform in any manner that violates our Terms of Use; or

(iv) use any ad blocking mechanism, device, or tool to prevent the placement of advertisements in the GoConsult Platform;

(d)  Circumvent any technical measures we have put in place to safeguard the GoConsult Platform or the confidentiality, integrity or accessibility of any information housed thereon, or any technical measures we have put in place to restrict access to the GoConsult Platform solely to the class of persons expressly so authorized pursuant to Sections 2.1.1 through 2.1.3;

2.5 Information Exchange.

You agree that all information and materials available through the GoConsult Platform are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment. We are not responsible for the accuracy or completeness of information available from or through the GoConsult Platform. You assume full risk and responsibility for the use of information you obtain from or through the GoConsult Platform, and neither we nor any of our business associates and partners are responsible or liable for any claim, loss, or liability arising from use of the information. We do not recommend or endorse any provider of health care or health-related products, items or services, and the appearance of materials in the GoConsult Platform relating to any such products, items or GoConsult Platform is not an endorsement or recommendation of them. You will review the definitions, functionality, and limitations of the GoConsult Platform, and to make an independent determination of their suitability for your use.

2.6 Safeguards.

2.6.1  You will implement and maintain appropriate administrative, physical and technical safeguards to protect information within the GoConsult Platform. Such safeguards shall comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule, whether or not you are otherwise subject to HIPAA. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your Workforce to transmit, store and process electronic health information through the use of the GoConsult Platform.

2.6.2  You will immediately notify us of any breach or suspected breach of the security of the GoConsult Platform of which you become aware, or any unauthorized use or disclosure of information within or obtained from the GoConsult Platform, and you will take such actions to mitigate the breach, suspected breach, or unauthorized use or disclosure of information within or obtained from the GoConsult Platform as we may direct, and will cooperate with us in investigating and mitigating the same.

2.7 User Identification.

We authorize you and your Authorized Workforce to use the Credentials uniquely assigned to, or selected by, each such individual User. You acquire no ownership rights in any such Credentials, and such Credentials may be revoked, reset or changed at any time in the discretion of us or the Provider of Record. You will adopt and maintain reasonable and appropriate security precautions for your Credentials to prevent their disclosure to or use by unauthorized persons. Each GoConsultPro-Health account owner shall have and use a unique 7 digit contact number which can be distributed amongst your clientele for immediate access to your consultation services via the GoConsult Platform.

2.8 No Third-Party Access.

Except as required by law, you will not permit any third party to use or access your GoConsultPro-Health account without our prior written consent. Nor will you authorize or assist any person or entity in accessing, or attempting to access, any portion of the GoConsult Platform via any means other than through the mobile apps (GoConsult & GoConsultPro-Health) that we have authored and provided to you. You will promptly notify us of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the GoConsult Platform. You will cooperate fully with us in connection with any such demand. You will also notify us in the event that any person or entity, whether or not a member of your healthcare practice, (a) attempts to access the GoConsult Platform by any means other than the provided mobile applications (GoConsult & GoConsultPro-Health), (b) claims to offer a service or system that “integrates with” our GoConsult Platform or (c) requests to use your Credentials or requests that you obtain Credentials in order to access the GoConsult Platform in a manner that would violate this Agreement if you engaged in such activity.

2.9 Compliance with Law.

You are solely responsible for ensuring that your use of the GoConsult Platform complies with applicable law, including laws relating to the maintenance of the privacy, security, and confidentiality of patient and other health information. You will not grant any user, including members of your healthcare practice, any rights to access or use our GoConsult Platform that they would not be allowed to have under applicable laws. We offer no assurance that your use of the GoConsult Platform under the terms of this Agreement will not violate any law or regulation applicable to you. You acknowledge that we may share Your Information with third parties if we determine in good faith that disclosure of Your Information is necessary to (i) comply with a court order, warrant or other legal process, (ii) protect the rights, property or safety of GoConsult or others, (iii) investigate or enforce suspected breaches of this Agreement, or (iv) allow our third-party partners to comply with their obligations under federal or state law.

2.10 Professional Responsibility.

You will be solely responsible for the professional and technical services or advise you provide. We make no representations concerning the completeness, accuracy or utility of any information obtained through the GoConsult Platform, or concerning the qualifications or competence of persons who placed it there. We have no liability for the consequences to you or your patients of your use of the GoConsult Platform.

2.11 Cooperation.

You will cooperate with us in the administration of the GoConsult Platform, including providing reasonable assistance in evaluating the GoConsult Platform and collecting and reporting data requested by us for purposes of improving the GoConsult Platform.

2.12 Indemnification.

You hereby agree to indemnify, defend, and hold harmless us and other users, and our and their respective affiliates, officers, directors, employees and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to:

(a) the use of the GoConsult Platform by you or your healthcare practice;

(b) any breach by you or your healthcare practice of any representations, warranties or agreements contained in this Agreement;

(c) the actions of any person gaining access to the GoConsult Platform under Credentials assigned to you;

(d) the actions of anyone using Credentials assigned to you that adversely affects the GoConsult Platform or any information accessed through the GoConsult Platform; and

(e) your negligent or willful misconduct, or that of any member of your Healthcare Practice.

Your indemnification obligations in this Agreement are cumulative, and are not intended to, nor do they, limit your indemnification obligations elsewhere in this Agreement or at law, even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction.

  1. Use of Information

3.1 Purpose of GoConsult Platform.

The purpose of the GoConsult Platform is to provide you with direct access to your patients / clientele for the purpose of consultation when one or both parties are away from the Consultation Venue.

(i) The GoConsult Platform is made available to you for any legal purpose, including treatment, payment and health care operations;

(ii) to facilitate the sharing of individuals’ health information between you (the Healthcare Professional and GoConsultPro-Health account owner), and the aforementioned patients / clientele

(iii) to make your (Healthcare professional) and / or your HealthCare practice’s information available to your patients / clientele through the ‘Status Update’ and Information Board function of the app.

(iv) to act as an answering service, when you (the Healthcare Professional / Consultant) is not available for consultation. The GoConsult Platform provides voice message recording and transmission of text messages over a secure, HIPAA compliant network for your viewing when your schedule allows for it.

3.2 Responsibility for Misuse by Other Users.

You acknowledge that in granting access to the GoConsult Platform for the purposes set forth in Section 4.1, we will rely on the assurances of the recipients of the information as to (i) their identity and credentials, (ii) the purposes for which they are accessing the system, and (iii) the nature and extent of the information to which they will have access. You acknowledge that, while the GoConsult Platform will contain certain technical safeguards against misuse of the GoConsult Platform, it will rely to a substantial extent on the representations and undertakings of users of the GoConsult Platform. You agree that we will not be responsible for any unlawful access to your GoConsultPro-Health account by any user resulting from the user’s misrepresentation to us, or breach of the user’s user agreement or our Terms of Use.

3.3 Specially Protected Information.

We apply the standards of the Privacy Rule in permitting access to the GoConsult Platform. You acknowledge that other federal and state laws of different jurisdictions impose additional restrictions on the use and disclosure of certain types of health information, or health information pertaining to certain classes of individuals. You agree that you are solely responsible for ensuring that all information shared through the  GoConsult Platform may properly be disclosed for the purposes set forth in Section 3.1, subject to the restrictions of the Privacy Rule and applicable law, including those laws that may be more restrictive than the Privacy Rule. In particular, you will:

3.3.1  not make available to other users through the GoConsult Platform any information in violation of any restriction on use or disclosure (whether arising from your agreement with such users or under law);

3.3.2  obtain all necessary consents, authorizations or releases from individuals required for making their health information available through the GoConsult Platform for the purposes set forth in Section 4.1;

3.3.3  include such statements (if any) in your notice of privacy practices as may be required in connection with your use of the GoConsult Platform; and

3.3.4  not place in the GoConsult Platform any information that you know or have reason to believe is false or materially inaccurate.

  1. 4. Intellectual Property Rights

4.1 Individually Identifiable Health Information.

No Individually Identifiable Private Health Information will be made available to any person / entity other than the Healthcare Professional / GoConsultPro-Health account owner it was intended for. GoConsult Sdn Bhd acts solely as a conduit in the transmission of individually identifiable private health information and does not keep / store any of such information on its servers for any particular use.

4.2 De-Identified Information.

You agree that we may use, disclose, market, license and sell such De-Identified Information for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof.

  1. Business Associate Provisions

In maintaining, using and affording access to the GoConsult Platform, in accordance with this Agreement, we will, in accordance with the requirements of HIPAA, as such requirements are informed by the guidance given by the United Stated Department of Health and Human Services (or any office, department or agency operating thereunder, “HHS”):

5.1  Not use or disclose such information except as permitted or required by this Agreement or as required by law;

5.2  Use appropriate safeguards consistent with the requirements of the Security Rule with respect to the GoConsult Platform to prevent the use or disclosure of such information in a manner inconsistent with the provisions of this Agreement;

5.3  Report to you any use or disclosure of Private Health Information transmitted, not provided for by this Agreement of which we become aware, including breaches of the GoConsult Platform that meets the definition of “unsecured protected health information” under HIPAA, in each case as required by the law, and any security incident (as defined by HIPAA) involving your use of the GoConsult Platform of which we become aware;

5.4  In accordance with the HIPAA, as applicable, ensure that any subcontractors that create, receive, maintain or transmit Private Health Information on our behalf agree to the same restrictions, conditions, and requirements that apply to us with respect to such information (as such requirement is interpreted or applicable in connection with or under HIPAA); and we obtain satisfactory assurances (as such term is interpreted or applicable in connection with or under HIPAA) that such subcontractors will appropriately safeguard such information (it being understood, for the avoidance of doubt, that other users of the GoConsult & GoConsultPro-Health apps are not our subcontractors);

5.5  To the extent that we are to carry out your obligations under the Privacy Rule, comply with the requirements of the Privacy Rule that apply to you in the performance of such obligations;

5.6  Make our internal practices, books, and records relating to the transmission of Protected Health Information received from, or created or received by us on your behalf, available to the Secretary of HHS for purposes of determining your compliance with the Privacy Rule; and

5.7  At termination of this Agreement we will, if feasible, return or destroy all Protected Health Information received from, or created or received by us on your behalf that we still maintain in any form, and retain no copies of such information; or, if such return or destruction is not feasible (whether for technical, legal, regulatory or operational reasons), extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible.

  1. Implementation (Hardware & Software)

You agree and acknowledge that you will be required to acquire, install, configure and maintain all hardware, software and communications systems necessary to access the GoConsult Platform (your “Implementation”). Your Implementation will comply with the specifications from time to time established by us. You will ensure that your Implementation is compatible with the GoConsult Platform. If we notify you that your Implementation is incompatible with the GoConsult Platform, you will eliminate the incompatibility, and we may suspend GoConsult Platform to you until you do so.

  1. Fees and Charges

7.1 Subscription Fees.

You will not pay us any service fee for the use of the GoConsultPro-Health app. If you elect to use our Premium Services (Voice recorded messages, answering service) we reserve the right to charge you a Subscription Fee for the services to which you have access during the Term of this Agreement. You also agree to pay, at our then current rates, for all goods, GoConsult Platform, or features that you utilize, or otherwise request from us and that are not included in our standard GoConsult Platform. We will notify you of the Subscription Fee when you are granted access to a service, and we will notify you of the applicable Charges before enabling features to which the Charges will apply. We reserve the right to change the Subscription Fees, or to add new fees or charges. In that event, we will give you notice in advance of any such changes, and an opportunity to cancel.

7.2 Consultation Fees.

GoConsult Sdn Bhd does not control or regulate the consultation fees charged to your patients / clients, however, GoConsult will take a percentage (35%) of the fees charged for all successful consultations, for services rendered, and to process transactions of payments made by the patient / client. All GoConsultPro-Health account owners are required to register a valid PayPal account for the purpose of receiving payment (Consultation Fees earned). GoConsult Sdn Bhd reserves the right to adjust the percentage (35%) charged for services rendered and transaction costs, to reflect any fluctuation of costs, accordingly. All transactions are performed via BrainTree’s secure payment platform.

7.3 Taxes.

All charges and fees shall be exclusive of all federal, state, municipal, or other government excise, sales, use, occupational, or like taxes now in force or enacted in the future, and you agree to pay any tax (excluding taxes on our net income) that we may be required to collect or pay now or at any time in the future and that are imposed upon the sale or delivery of items and services purchased under this Agreement. The amount we charge you for services rendered may include certain taxes or charges applicable thereto your purchase. If any tax or charge applicable is not charged by us, you acknowledge that you are solely responsible for paying such tax or other charge.

7.4 Other Charges.

You are responsible for any charges you incur to use the GoConsult Platform, such as internet and equipment charges, and fees charged by third-party vendors of products and services.

7.5 Payment Information; Method of Payment.

By providing payment information to us, you hereby represent and warrant that you are authorized to use the payment method you provide, that such information is accurate, and that we are authorized to charge you for the applicable GoConsult Platform using the established payment method and the information you provided. You are solely responsible for notifying us of any changes to your payment information.

  1. Confidential Information

8.1  You may not disclose our Confidential Information to any other person, and you may not use any Confidential Information except for the purpose of this Agreement. Except as otherwise provided in this Agreement, you may not, without our prior written consent, at any time, during or after the Term of this Agreement, directly or indirectly, divulge or disclose Confidential Information for any purpose. In addition, except for the purposes of using the GoConsult Platform, you will not use Confidential Information for any other purposes. You will hold all Confidential Information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of Confidential Information, and to keep the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. You will disclose Confidential Information only to members of your Healthcare Practice who have a need to use it for the purposes of this Agreement. You will inform all such recipients of the confidential nature of Confidential Information and will instruct them to deal with Confidential Information in accordance with the terms of this Agreement. You will promptly advise us in writing of any improper disclosure, misappropriation, or misuse of the Confidential Information by any person, which may come to your attention.

8.2  You agree that we will suffer irreparable harm if you fail to comply with your obligations set forth in Section 8.1, and you further agree that monetary damages will be inadequate to compensate us for any such breach. Accordingly, you agree that we will, in addition to any other remedies available to us at law or in equity, be entitled to the issuance of injunctive relief to enforce the provisions hereof, immediately and without the necessity of posting a bond.

  1. Disclaimer, Exclusion of Warranties, and Limitation of Liability

9.1 Carrier Lines.

YOU ACKNOWLEDGE THAT ACCESS TO THE GOCONSULT PLATFORM WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND OUR CONTROL. WE ASSUME NO LIABILITY FOR, OR RELATING TO, THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.

9.2 No Warranties.

ACCESS TO THE GOCONSULT PLATFORM AND THE INFORMATION TRANSMITTED VIA THE GOCONSULT PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE GOCONSULT PLATFORM OR THE INFORMATION TRANSMITTED VIA THE GOCONSULT PLATFORM, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. WE DISCLAIM ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR INTERNET SERVICE PROVIDERS.

9.3 Conditions for Breach.

We will not be deemed to be in violation of this Agreement unless you have first given us written notice specifying the nature of the default, and we have failed within thirty (30) days of receipt of the notice either to cure the default or, if cure within such period is not practicable, to be diligently proceeding to cure the default.

9.4 Other Users.

YOU ACKNOWLEDGE THAT OTHER USERS HAVE ACCESS TO AND ARE USING OUR GOCONSULT PLATFORM AND THE ACTIONS OF SUCH OTHER USERS ARE BEYOND OUR CONTROL. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY FOR OR RELATING TO ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON THE GOCONSULT PLATFORM RESULTING FROM ANY USER’S ACTIONS OR FAILURES TO ACT.

9.5 Unauthorized Access; Lost or Corrupt Data.

WE ARE NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO YOUR DATA, FACILITIES OR EQUIPMENT BY PERSONS USING THE GOCONSULT PLATFORM OR FOR UNAUTHORIZED ACCESS TO, ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF YOUR DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE GOCONSULT PLATFORM, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS, AND FOR PROTECTING YOUR DATA AND PROGRAMS FROM LOSS BY IMPLEMENTING APPROPRIATE SECURITY MEASURES. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH OUR PROVISION OF THE GOCONSULT PLATFORM.

9.6 Limitation of Liability.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY, SHALL BE LIMITED TO THE AGGREGATE FEES ACTUALLY PAID BY YOU UNDER THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

  1. Insurance

You will obtain and maintain such policies of general liability, errors and omissions, and professional liability insurance with reputable insurance companies as is usually carried by persons engaged in your business covering the term of this Agreement.

  1. Term; Modification; Suspension; Termination

11.1 Term.

The initial term of this Agreement shall commence on the date you “sign up” for a GoConsultPro-Health account and continue for a period of one (1) year, and thereafter automatically continue until terminated as provided in this Section.

11.2 Termination upon Notice.

Notwithstanding Section 11.1, we or you may terminate this Agreement at any time without cause upon thirty (30) days’ prior written notice to the other Party.

11.3 Modification.

We may update or change the GoConsult Platform or the terms set forth in this Agreement from time to time.  Accordingly, we recommend that you review the Agreement on a regular basis. You understand and agree that your continued use of the GoConsult Platform after the Agreement has been updated or changed constitutes your acceptance of the revised Agreement. Without limiting the foregoing, if we make a change to the Agreement that materially affects your use of the GoConsult Platform, we may post notice or notify you via email or our website(s) of any such change.

11.4 Termination, Suspension or Amendment as a Result of Government Regulation.

Notwithstanding anything to the contrary in this Agreement, we have the right, on notice to you, immediately to terminate, suspend, or amend this Agreement, without liability:

(a) to comply with any order issued or proposed to be issued by any governmental agency;

(b) to comply with any provision of law, any standard of participation in any reimbursement program, or any accreditation standard; or

(c) if performance of any term of this Agreement by either Party would cause it to be in violation of law.

11.5 Judicial or Administrative Procedures; Credentialing.

We may terminate this Agreement immediately upon notice to you:

(a) if you are named as a defendant in a criminal proceeding for a violation of federal or state law;

(b) if a finding or stipulation is made or entered into that you have violated any standard or requirement of federal or state law relating to the privacy or security of health information is made in any administrative or civil proceeding;

(c) you are excluded from participation in a federal or state health care program; or

(d) you cease to be qualified to provide services as a healthcare professional, or we are unable to verify your qualifications as such.

11.6 Suspension of Access.

We may suspend access to the GoConsult Platform immediately pending your cure of any breach of this Agreement, or in the event we determine in our sole discretion that access to or use of the GoConsult Platform by you may jeopardize the GoConsult Platform or the confidentiality, privacy, security, integrity or availability of information transmitted via the GoConsult Platform, or that you have violated or may violate this Agreement or our Terms of Use, or has jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the GoConsult Platform with any Credentials assigned to you. Our election to suspend the GoConsult Platform shall not waive or affect our rights to terminate this Agreement as permitted under this Agreement.

11.7 Obligations after Termination.

Upon termination of this Agreement, you will

(i) cease all use of the GoConsult Platform,

(ii) pay the outstanding balance of any fees due to us, and

(iii) remove all software provided under this Agreement from your mobile device / computer systems. All provisions of the Agreement which, by their nature, should survive termination shall survive termination.

  1. Amending Provider Information; Assignability of this Agreement; Assurances

12.1 Amending GoConsultPro-Health Account Information.

If you are a GoConsultPro-Health account owner, you are required to submit to us all information necessary to confirm yourself as said account owner, and maintain the accuracy of such information, in a timely fashion, during the term of this Agreement. You are also required to maintain the accuracy of all information associated with each Credential. We shall be entitled to rely on all information you submit to us under this Agreement. In the event that you contact us and assert that you have authority to act on behalf of a particular GoConsultPro-Health account owner (Healthcare Professional) or any of his/her account(s) or data, you hereby agree to submit to us such written certifications, assurances (which may include a written opinion of your counsel identifying us as beneficiaries entitled to rely on such opinion), instruments or judicial process as we, in our sole discretion, may request.

12.2 Assignments.

This Agreement may be transferred in its entirety by a GoConsultPro-Health account owner in connection with the sale, transfer or reorganization of all or substantially all of the practice or business to which this Agreement relates; provided that each of the following conditions are satisfied in full:

(a) an authorized representative of the transferor or transferee notifies us in writing of the transfer, the legal name of the transferee, and date of transfer;

(b) the transferor or transferee submits to us such written certifications, assurances (which may include a written opinion of your counsel identifying us as beneficiaries entitled to rely on such opinion) or instruments as we, in our sole discretion, may request; and

(c) we are satisfied, in our sole discretion, of the validity of the certifications, assurances or instruments submitted pursuant to clause (b). Upon our recognition of a transfer by a GoConsultPro-Health account owner, the Administrative Rights and all User accounts of such GoConsultPro-Health account owner shall automatically transfer to the recognized transferee. Except as expressly set forth in this Section, you may not assign or transfer this Agreement, in whole or in part, without our prior written consent, which may be withheld at our sole discretion. We may freely assign this Agreement in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

12.3 Assurances.

By requesting or directing us to take any action described in Section 12.1 or Section 12.2 with respect to any GoConsultPro-Health account owner or any account(s) or data held by such account(s), you represent and warrant that

(i) you have the authority to act on such Provider’s behalf or to control such account(s) or data, and

(ii) your request or direction is not in furtherance of any purpose or action that would violate any provision of this Agreement, applicable law or the rights of any person or entity. YOU HEREBY WAIVE AND UNCONDITIONALLY RELEASE US, OUR AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, EXPENSES, ACTIONS AND CAUSES OF ACTIONS OF EVERY KIND AND NATURE, WHETHER NOW KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH ANY ACTION WE TAKE OR DO NOT TAKE IN RESPONSE TO ANY REQUEST, DIRECTION, INFORMATION, CERTIFICATION, ASSURANCE OR INSTRUMENTS WE RECEIVE FROM YOU IN ACCORDANCE WITH SECTION 12.1 OR SECTION 12.2.

You hereby agree to indemnify, defend, and hold harmless us and other users, and our and their respective affiliates, officers, directors, employees and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees arising from:

(a) any action we take in reliance on any information, certification, assurance or instrument you provide to us, or

(b) any action we take that complies with any request or direction you at any time make or made.

  1. Supervening Circumstances

No Party to this Agreement shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations under this Agreement by reason of:

(a) severe weather and storms;

(b) earthquakes or other natural occurrences;

(c) strikes or other labor unrest;

(d) power failures;

(e) nuclear or other civil or military emergencies;

(f) acts of legislative, judicial, executive, or administrative authorities; or

(g) any other circumstances that are not within its reasonable control.

  1. Severability

Any provision of this Agreement that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of this Agreement, and such other provisions shall remain in full force and effect.

  1. Notices

Any and all notices required or permitted under this Agreement shall be sent by electronic mail to the address provided (goconsultapp@gmail.com) or to such other and different addresses as the Parties may designate in writing.

  1. Waiver

No term of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.

  1. Complete Understanding; Amendments

This Agreement contains the entire understanding of the Parties, and there are no other written or oral understandings or promises between the Parties with respect to the subject matter of this Agreement other than those contained or referenced in this Agreement.

  1. No Third-Party Beneficiaries

Nothing expressed or implied in this Agreement is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.

  1. Privacy Policy

Your use of our GoConsult Platform is subject to our Terms of Use and Privacy Policy. By using the GoConsult Platform, you are consenting to our Terms of Use and Privacy Policy, and acknowledge that you have reviewed both documents (Terms of Use and Privacy Policy).