Terms & Conditions

Effective Date: May 6, 2016

The following terms and conditions constitute an agreement between healthcare providers and healthcare practices using this service (individually and collectively “Client”) and THE CHIASM NETWORK (“THE CHIASM NETWORK,” “we,” or “us”), the operator of http://thechiasm.com (the “Site”) and related websites, applications, services and mobile applications provided by THE CHIASM NETWORK and on/in which these Terms of Use is posted or referenced (collectively, the “Services”). These terms of use (the “Terms of Use”), together with our PRIVACY POLICY, our ACCEPTABLE USE POLICY and ADDITIONAL TERMS (each of which are incorporated herein by reference, and collectively, this “Agreement”) govern Client’s use of the Services, both as a non-registered user and as a registered user.

BY USING OR OTHERWISE ACCESSING THE SERVICES, AND/OR BY REGISTERING WITH US, CLIENT AGREES TO THE TERMS OF THIS AGREEMENT, INCLUDING THE INFORMATION PRACTICES DISCLOSED IN OUR PRIVACY POLICY AND THE USE RESTRICTIONS IN THE ACCEPTABLE USE POLICY AND THE TERMS AND CONDITIONS IN THE ADDITIONAL TERMS, AND TO RESOLVE ANY DISPUTE THAT CLIENT MAY HAVE WITH US OR THE SERVICES IN THE STATE OF FLORIDA. IF CLIENT DOES NOT AGREE WITH THIS AGREEMENT, CLIENT CANNOT USE THE SERVICES. Please note that we offer the Services “AS IS” and without warranties.

  1. ABOUT THE SITE

    Portions of the Services are viewable without registering with us, but to actively participate or store Client information, Client must register as a member and authorize the use and disclosure of Client information for purposes of allowing us to provide the Services and as otherwise disclosed in our Privacy Policy. Fees we charge for the use of the Site are not referral fees. The fees we charge are for the use of the software only.

    Client acknowledges that although some Content may be provided by individuals in the medical profession, or patients the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment, but is provided to assist Client with locating and referrals to appropriate medical care from a doctor, dentist or other healthcare specialist, professional or provider (collectively, “Healthcare Provider”). “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found through the Services and/or Site, including without limitation Content provided in direct response to Client’s questions or postings. Please note that if an emergency exists the referral will be logged and transmitted through our system, however, Client should make direct phone contact with the Healthcare Provider or direct patient to the closest emergency room.

    WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, INCLUDING, WITHOUT LIMITATION PATIENT MANAGEMENT OR FOLLOW-UP, OR OTHER CONTENT THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO CLIENT, ITS PATIENT, OR ANYONE ELSE FOR INCORRECT SCHEDULING DATE DUE TO CANCELLATION BY A HEALTHCARE PROVIDER, LOSS OF ANY MEDICAL RECORDS, FAILURE OF TRANSMISSION OF ANY MEDICAL RECORDS, OR ANY DECISION MADE OR ACTION TAKEN BY CLIENT IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL LISTED OR ACCESSIBLE THROUGH THE SERVICES.

  2. WE DO NOT PROVIDE MEDICAL ADVICE

    The Content that Client obtains or receives from THE CHIASM NETWORK, and its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services is for informational, scheduling and payment purposes only. All medically related information, including but not limited to information shared via THE CHIASM NETWORK emails and text messages, and THE CHIASM NETWORK advertising, comes from independent healthcare professionals and organizations and is for information purposes only.

    THE CONTENT, WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM THE CHIASM NETWORK, IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER BECAUSE OF SOMETHING CLIENT MAY HAVE READ ON THE SITE. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IFCLIENT EXPERIENCES A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTH CARE PROFESSIONAL AND 911. CLIENT’S USE OF THE CONTENT IS SOLELY AT CLIENT’S OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTH CARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

    We do not recommend or endorse any specific tests, Healthcare Providers, procedures, opinions, or other information that may appear through the Services. If Client relies on any Content provided through the Services, Client does so solely at Client’s own risk.

  3. NO DOCTOR PATIENT RELATIONSHIP

    NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING THE CONTENT, WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM THE CHIASM NETWORK, THE CHIASM NETWORK EMAILS OR TEXT MESSAGES LINKS TO OTHER SITES OR ANY ASSISTANCE WE MAY PROVIDE TO HELP CLIENT FIND AN APPROPRIATE HEALTHCARE PROVIDER IN ANY FIELD.

    We have no control over, and cannot guarantee the availability of any Healthcare Provider at any particular time. We will not be liable for scheduling delays or should the website not be operating resulting in missed appointments or otherwise (Client is responsible for maintaining a backup appointment schedule to avoid missed or delayed appointments), cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom, or for any other injury resulting or arising from or related to the use of the Site or Services whatsoever.

    We are not responsible for the incorrect selection of a Healthcare Provider. We are not responsible for the quality of care, professionalism, or any act thereof a Healthcare Provider in the network. THE CHIASM NETWORK does not provide any assurances or warranties whatsoever regarding persons, businesses, doctors, or anyone else for that matter using the software, online program.

    Client is strongly advised to perform Client’s own investigation prior to selecting a Healthcare Provider by making confirming telephone calls to the appropriate licensing or certification authorities to verify listed credentials and education, and to further verify information about a particular Healthcare Provider by confirming with the Healthcare Provider’s office, the medical association(s) relevant to the Healthcare Provider’s specialty and Client’s state medical board(s).

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

    In connection with using the Site and the Services to locate and schedule appointments with Healthcare Providers, Client understands that:

    CLIENT IS ULTIMATELY RESPONSIBLE FOR ITS PATIENT, THE SCHEDULED APPOINTMENT TO HEALTHCARE PROVIDERS, AND ANY OTHER MEDICAL NECESSITY.

    THE CHIASM NETWORK uses reasonable efforts to ensure that Healthcare Providers only participate in the Services if they hold all active licenses required by law to practice the specialties of the services offered by them, and are not excluded from participation in the Medicare and Medicaid programs. THE CHIASM NETWORK may exclude Healthcare Providers who, in THE CHIASM NETWORK’s discretion, have engaged in inappropriate or unprofessional conduct.

    Healthcare Providers listed through the Services with whom Client may book appointments enter into contracts with us, and may pay us a fee in order to be marketed through the Services. We will provide Client with lists and/or profile previews of Healthcare Providers who may be suitable to provide the healthcare services Client seek based on information that Client provide to us (such as insurance information, geographical location, and healthcare specialty). In an effort to aid in the discovery of Healthcare Providers and enable the maximum choice and diversity of Healthcare Providers participating in the Services, these lists and/or profile previews may also be based on other criteria (including, for example, Healthcare Provider availability, past selections by and/or ratings of Healthcare Providers by Client or by other THE CHIASM NETWORK users, and past experience of THE CHIASM NETWORK users with Healthcare Providers); but THE CHIASM NETWORK (a) does not recommend or endorse any Healthcare Providers, (b) does not make any representations or warranties with respect to these Healthcare Providers or the quality of the healthcare services they may provide, and (c) does not receive any additional fees from Healthcare Providers for featuring them (i.e., higher or better placement on lists) through the Services (subject to the Sponsored Results as described below). Note, however, to the extent that Client uses the Services as provided by Client’s employer, THE CHIASM NETWORK may provide lists and/or profile previews based also on criteria determined by Client’s employer and Client’s employer’s agents or advisors.

    We may show Client sponsored results on the Site, including at the top of search results (“Sponsored Results”). THE CHIASM NETWORK receives additional fees from Healthcare Providers or healthcare organizations for providing Sponsored Results. Sponsored Results shown through the Services are not, and should not be considered, an endorsement or recommendation by THE CHIASM NETWORK of the Healthcare Provider or healthcare organizations.

  5. THE SERVICES AND CONTENT AS INFORMATIONAL AND EDUCATIONAL RESOURCES

    We make the Services available as a service to Clients and Healthcare Providers for the purposes of providing an informational and educational resource. We may, but have no obligation to, have Content posted through the Services reviewed by our editorial personnel. It is important to note, however, that the timeliness, accuracy, and completeness of any or all of the Content is not guaranteed. Neither the authors, the editorial personnel, nor any other party involved in the preparation or publication of this work can guarantee that the Content contained herein is accurate or complete, and they will not be responsible for any errors or omissions or for the results obtained from the use of such Content.

    Client is encouraged to independently confirm the Content contained herein with other sources and to seek the advice of a qualified Healthcare Provider.

    Healthcare Provider Content:
    Healthcare Provider and practice Content is intended for general reference purposes only. Healthcare Provider Content is both provided by the Healthcare Provider and/or office staff, and collected from multiple other data sources that may not be confirmed by the Healthcare Provider. Such Content often changes frequently and may become out of date, incomplete or inaccurate. Neither the Site nor THE CHIASM NETWORK provides any advice or qualification certification about any particular Healthcare Provider. Client is encouraged to independently verify such Content.

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

  6. REGISTRATION

    As part of the registration process, Client will provide an e-mail address and create a password. These are Client’s credentials for accessing the Services that are only available to members (“Credentials”). Client should keep Client’s Credentials private and not share Client’s Credentials with anyone else. Client must immediately notify us if Client’s password has been stolen or compromised by sending an email to [INSERT EMAIL IF APPLICABLE].

  7. CLIENT’S PERSONAL INFORMATION

    In order to register, Client must provide certain basic information about Client. Also, Client may opt to voluntarily share additional information in order to benefit from all the Services we provide. Our Privacy Policy details how we may use, share and maintain Client’s information, which may include without limitation Client’s name, address, social security number and contact information; insurance information; medical history and current needs; billing information; and other information that is either requested by THE CHIASM NETWORK or voluntarily provided (“Personal Information”). By submitting such information, Client authorize THE CHIASM NETWORK, its employees, agents and others operating on its behalf to use and/or disclose such information in accordance with our Privacy Policy. Please review the Privacy Policy carefully, as Client’s use of the Services constitutes Client’s agreement to it.

    If Client elect to enter information into a medical history form (“Medical History Form”) on behalf of Client or a third party from whom Client has authorization to provide such information, on Client’s request Client authorize us to provide such information to the specified Healthcare Provider. Client acknowledges and agrees that such information will be reviewed and approved by Client or someone authorized by Client at the time of Client’s appointment to ensure its accuracy. Client also acknowledges that THE CHIASM NETWORK may use the data or information Client provides on a Medical History Form in accordance with our Privacy Policy.

  8. CLIENT’S RESPONSIBILITIES

    8.1 Client’s Responsibilities Generally
    Usual, customary and any other charges for any medical or related services rendered by Healthcare Providers will apply and will be entirely Client’s patient’s responsibility. Client or Client’s patient must resolve any dispute between Client or any Healthcare Provider arising from any transaction hereunder directly with the Healthcare Provider.

    Client is responsible for all use of the Services and for all use of Client’s Credentials, including use by others to whom Client has given Client’s Credentials. Client may only use the Site and the Services for lawful, non-commercial purposes. Client may not use the Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site or the Services. Client may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. Client may not accumulate or index, directly or indirectly, any Content or portion of the Site and/or Services (including, without limitation, Healthcare Provider or practice information, appointment availability, price information, and Insurance Content) for any purpose whatsoever.

    Client is also responsible for reviewing and complying with the terms set forth in our Acceptable Use Policy.

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

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

    Regardless of whether Client is a member or whether Client schedules or intends to schedule appointments (including appointments for Designated Provider Services, as defined in the Additional Terms) through the Services, if Client is a Healthcare Provider or other person or entity in the healthcare or medical industries, Client acknowledges and agrees that:
    (A) Client will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other Content for any purpose other than Client’s own personal use.
    (B) Client will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation.
    (C) Client will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.

  9. 8.3 Responsibility to Maintain Records, Information and Files

    Regardless of whether Client is a member or whether Client schedules or intends to schedule appointments through the Services, Client acknowledges that access to the Services and/or Content may be restricted at any time either upon the termination of a subscription or unintentionally. It is therefore Client’s responsibility to download, maintain and/or store its own records, information and files of Content. The Chiasm Network shall not be responsible for maintaining Client Content, information records or files nor liable for the Client’s inability to access the Services and/or Content.

  10. CHANGES TO THE SERVICES; NEW SERVICES; ADDITIONAL TERMS

    9.1 Changes to the Services
    We may from time to time add new services to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Information about the new services will be included through the Services, and the use of new services will be governed by this Agreement. Client agrees that THE CHIASM NETWORK will not be liable to Client or any third party for any suspension or discontinuation of any of the Services or portion thereof.

    9.2 Additional Terms
    Certain of the Services may have additional terms (including without limitation policies, guidelines, and rules) that will further govern Client’s use of that particular Service, and supplement this Agreement. If Client chooses to register for, access or use any such Services, Client may be presented with such additional terms. Client may also find such additional terms in the Additional Terms. By using those Services, Client agrees to comply with any such additional terms, which are incorporated by reference into this Agreement. Under certain circumstances we may use the software to conduct medical examination reviews using photographs. Neither Client nor any third party, including, but not limited to Healthcare Providers, may use such photographs or this website for any purpose, including, without limitation, to facilitate, conduct or integrate a patient’s digital photographs with medical imaging examinations.

    9.3 Health Insurance Portability and Accountability Act Requirements
    Notwithstanding that The Health Insurance Portability and Accountability Act (“HIPPA”) requires applicable documents to be retained for seven (7) years, Client acknowledge and agree that the Service does not include document retention. Records of users shall be retained for [ ] days following transmission to a Healthcare Provider and will be deleted from THE CHIASM NETWORK’s system within [ ] days. Records of users who terminate this Agreement will be immediately deleted. Pursuant to HIPPA requirements THE CHIASM NETWORK is not permitted to transmit any medical information, including, without limitation, times of scheduled appointments. Once Client has scheduled an appointment for Client’s patient with a Healthcare Provider THE CHIASM NETWORK will send an email to Client’s patient (with a copy to Client) containing the name and contact information of the Healthcare Provider, together with directions and map to the Healthcare Provider’s office advising Client’s patient that an appointment has been made and to call the office of the Healthcare Provider to confirm the date and time of the appointment.

  11. LINKS TO OTHER SITES
    The Services may include links to other websites, including links provided as automated search results. Some of these websites may contain materials that are objectionable, unlawful, or inaccurate. These links are provided for Client’s convenience only and we do not endorse these sites or the products and services they provide. Client acknowledges and agrees that we are not responsible or liable for the content or accuracy of these other websites.
  12. CONTENT CLIENT POSTS OR SUBMITS

    You will have the opportunity to submit feedback regarding your experiences with Healthcare Providers featured through the Services, to submit inquiries concerning possible medical needs and to participate in the other interactive and community features of the Site (collectively “Posted Information”). It is important that you act responsibly when providing Posted Information. All Posted Information must comply with our Acceptable Use Policy.

    THE CHIASM NETWORK reserves the right to investigate and at our discretion take appropriate legal action against anyone who violates this provision or the Acceptable Use Policy, including without limitation, removing any offending communication from the Services and terminating the membership of such violators or blocking your use of the Services.

    By posting Posted Information through the Services, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, to THE CHIASM NETWORK and its contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such Posted Information. This license is non-exclusive, except you agree that THE CHIASM NETWORK shall have the exclusive right to practice this license to the extent of combining your Posted Information with the Posted Information of other THE CHIASM NETWORK users for purposes of constructing or populating a searchable database of reviews and information related to the healthcare industry.

  13. CLIENT’S USE OF CONTENT

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

  14. DISCLAIMER OF WARRANTIES

    We have no special relationship with or fiduciary duty to Client. Client acknowledges that we have no control over, and no duty to take any action regarding: which users gain access to the Site and/or the Services; what content Client accesses via the Site and/or the Services; what effects the content on the Site and/or the Services may have on Client; how Client may interpret or use the content on the Site and/or the Services; or what actions Client may take as a result of having been exposed to the content on the Site and/or the Services. Client releases us from all liability for Client having acquired or not acquired content through the Site and/or the Services. The Site and/or the Services may contain, or direct Client to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any content contained in or accessed through the Site and/or the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site and/or the Services. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Site and/or the Services. WE PROVIDE THE SITE AND THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET CLIENT’S REQUIREMENTS. WE DO NOT GUARANTEE THAT CLIENT WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF CLIENT’S CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CHIASM NETWORK MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. THE CHIASM NETWORK DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

  15. GENERAL LIMITATION OF LIABILITY

    CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF CLIENT’S REGISTRATION. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF CLIENT’S USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT OF FEES, IF ANY, THAT CLIENT PAID TO REGISTER FOR THE SITE OR THE SERVICES, OR (b) $100; EXCEPT THAT, FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF CLIENT’S USE OF THE TRANSACTION PROCESSING SERVICES (AS DEFINED IN THE ADDITIONAL TERMS), IN NO EVENT SHALL OUR CUMULATIVE LIABILITY THEREOF REGARDLESS OF THE FORM OF ACTION EXCEED THE TOTAL AMOUNT OF TRANSACTION PROCESSING FEES (AS DESCRIBED IN THE ADDITIONAL TERMS), IF ANY, REMITTED TO AND RETAINED BY THE CHIASM NETWORK FOR PROVIDING TRANSACTION PROCESSING SERVICES FOR APPOINTMENTS MADE BY CLIENT IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.

    IN NO EVENT SHALL WE BE LIABLE TO CLIENT (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH CLIENT) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM CLIENT’S USE OF, OR INABILITY TO USE, THE SITE AND/OR THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE SERVICE, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    IF CLIENT IS A CALIFORNIA RESIDENT, CLIENT WAIVE CLIENT’S RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.

  16. TERMINATION

    We may terminate and/or suspend Client’s registration immediately, without notice, if there has been a violation of this Agreement or other policies and terms posted on the Site or through the Services by Client or by someone using Client’s Credentials. We may also cancel or suspend Client’s registration for any other reason, including inactivity for an extended period. We will automatically sign you out of the site if you’re inactive for a period of [ ] and we set requirements for password strength. We will lock your account if the wrong password is entered more than three (3) times. THE CHIASM NETWORK shall not be liable to Client or any third party for any termination of Client’s access to the Site and/or the Services. Further, Client agree not to attempt to use the Site and/or the Services after any such deletion, deactivation or termination (provided, in the case of deactivation due exclusively to Client’s inactivity, Client may be permitted to re-register). Sections 2, 3, 4, 9, 11, 12, 13, 14, 15, 16, and 17 shall survive any termination or expiration of these Terms of Use.

  17. INDEMNIFICATION

    Upon a request by us, Client agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, suppliers, successors, and assigns from all liabilities, claims, demands and expenses, including attorney’s fees, made by any third party that arise from or are related to (a) Client’s access to the Site, (b) Client’s use of the Services, or (c) the violation of this Agreement (including without limitation the Terms of Use, the Acceptable Use Policy, and the Additional Terms), or of any intellectual property or other right of any person or entity, by Client or any third party using Client’s Credentials. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

  18. MISCELLANEOUS

    17.1 Electronic Contracting; Copyright Dispute
    Client’s affirmative act of using the Services and/or registering for the Services constitutes Client’s electronic signature to this Agreement, which includes our Privacy Policy, Acceptable Use Policy and Additional Terms, and Client’s consent to enter into agreements with us electronically.
    Please review our Acceptable Use Policy for our copyright dispute policy.

    17.2 Changes to These Terms of Use
    We may change these Terms of Use and the other documents consisting of the Agreement at any time, as we reasonably deem appropriate. Upon any such change, we will post the amended terms on the Site; we may also attempt to notify Client in some other way. Client’s continued use of the Site and/or the Services following such posting shall constitute Client’s affirmative acknowledgement of the Terms of Use or other applicable Agreement document, the modification, and agreement to abide and be bound by the Terms of Use or other applicable Agreement document, as amended. We encourage Client to periodically review these Terms of Use. IF AT ANY TIME CLIENT CHOOSES NOT TO ACCEPT THESE TERMS OF USE, INCLUDING FOLLOWING ANY SUCH MODIFICATIONS HERETO, THEN CLIENT MUST STOP USING THE SITE AND THE SERVICES.

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

    17.4 Choice of Law; Arbitration Clause and Class Action Waiver – Important – Please Review as This Affects Client’s Legal Rights
    This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New York as applied to contracts made and to be performed entirely within New York, without giving effect to the state’s conflicts of law statute. CLIENT AGREE THAT ALL DISPUTES BETWEEN CLIENT AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO CLIENT’S RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT, CLIENT’S USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND CLIENT AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Neither Client nor we will participate in a class action or class-wide arbitration for any claims covered by this Agreement to arbitrate. CLIENT ARE WAIVING THE ABILITY TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM CLIENT MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. Client also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service.

    17.5 Entire Agreement
    This Agreement and any supplemental terms, policies, rules and guidelines posted through the Services, including the Privacy Policy, the Acceptable Use Policy and the Additional Terms, constitute the entire agreement between Client and us and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of THE CHIASM NETWORK to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder

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  19. 6 Headings

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


Additional Terms

These Additional Terms (“Additional Terms”) are incorporated by reference into THE CHIASM.’s (“THE CHIASM,” “we,” or “us”) Terms of Use and govern your use of certain portions of the Site and Services (as such terms are defined in the Terms of Use). Any capitalized term used but not defined in these Additional Terms shall have the meaning in our Terms of Use. BY USING OR OTHERWISE ACCESSING THE SERVICES, AND/OR BY REGISTERING WITH US, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE ADDITIONAL TERMS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE ADDITIONAL TERMS, YOU CANNOT USE THE SERVICES.

  1. Payment and Transaction Processing.

    1.1 Payment and Transaction Processing Generally.
    You may be permitted to use the Services to pay for Designated Provider Services (as defined below), other products or services provided by the applicable Healthcare Provider, and/or other payment obligations, including, for example, your insurance copayments. In connection with such payments, we process your payment card information in accordance with our Privacy Policy. THE CHIASM and/or its payment processing partner may collect from the applicable Healthcare Provider a transaction processing fee for our billing, collection and payment services (the “Transaction Processing Services”) performed in connection with such payment.

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

    Prior to scheduling an appointment for Designated Provider Services, please carefully review (a) the price information, and (b) all of the products and services that are included and excluded in each Designated Provider Service. Healthcare Providers are required to provide the applicable Designated Provider Service at or below the price indicated at the time of scheduling (“Designated Price”), unless you separately agree otherwise. Services in addition to or different from Designated Provider Services may be available, offered or rendered by Healthcare Providers. You and your Healthcare Providers are responsible for agreeing to any additional or different services. WE ARE NOT RESPONSIBLE FOR YOUR OR ANY HEALTHCARE PROVIDER’S FAILURE TO AGREE TO ANY ADDITIONAL OR DIFFERENT SERVICES.

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

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

    1.4. Transaction Processing.
    The transaction processing fee for the Transaction Processing Services reflects the fair market value for the Transaction Processing Services provided by THE CHIASM and its payment processing partner. Healthcare Providers may separately charge you for additional or different products or services.

    You acknowledge and agree that:

    • you are responsible for and you will pay the Designated Price for the Designated Provider Services charged through THE CHIASM by the applicable Healthcare Provider, as well as other amounts the applicable Healthcare Provider may charge through THE CHIASM for any additional or different services rendered during or related to the applicable appointment;
    • you remain responsible for paying all amounts required by law and/or contract (e.g., health plan agreement), including all cost-sharing obligations (such as, but not limited to, copayments, deductibles and other coinsurance obligations);
    • THE CHIASM may process your payment, and may do so in collaboration with our payment processing partner;
    • THE CHIASM is not responsible for any charges incurred for any products or services provided by Healthcare Provider, including any Designated Provider Service;
    • THE CHIASM is not responsible for any charges submitted for processing by Healthcare Providers;
    • in the event you dispute any fees chargeable or charged through THE CHIASM by a Healthcare Provider, you will resolve such dispute directly with the applicable Healthcare Provider;
    • by using the Transaction Processing Services, you accept the terms of use and privacy policy of our payment processing partner with respect to Transaction Processing Services; and
    • you will promptly review all charges processed through the Transaction Processing Services, and immediately notify THE CHIASM to the extent you have any questions, concerns or disputes; in no event may you raise any questions, concerns or disputes after twelve (12) months from the date of the applicable transaction; and You further acknowledge and agree that: neither THE CHIASM nor our payment processing partner will be responsible if either we or our payment processing partner are unable to complete a transaction for any reason, including but not limited to:
      • if you have not provided us with accurate, current and complete payment information;
      • if you do not have sufficient available funds or available credit to complete the transaction;
      • if you do not have an active payment card, or if we are unable to confirm your payment card information or your identity;
      • if your account with us, your account with our payment processing partner, your access to the Services, or your access to our payment processing partner’s services has been terminated or suspended for any reason;
      • if we or our payment processing partner have reason to believe that the requested transaction is unauthorized; or
      • if we terminate or suspend the services we provide to the applicable Healthcare Provider.
  2. SMS/TEXT COMMUNICATIONS.
    We may send communications to you on your mobile telephone by SMS or text message. Message and data rates from your mobile telephone service provider may apply and are subject to the terms and conditions imposed by your provider.
  3. THIRD PARTY SOFTWARE.
    We may incorporate third party software as part of certain of the Services, including without limitation open source third party software. Your use of such third party software is subject to any and all applicable additional terms and conditions governing such use provided by the third party software provider. Where applicable, additional notices relating to the third party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third party software.
  4. APPLE DEVICE AND APPLICATION TERMS.

    In the event you are accessing the Services via an application (“Application”) on a device provided by Apple, Inc. (“Apple”) or an Application obtained through the Apple App Store, the following shall apply:

    • both you and THE CHIASM acknowledge that the Agreement (as defined in the Terms of Use) are concluded between you and THE CHIASM only, and not with Apple, and that Apple is not responsible for the Application or the Content;
    • the Application is licensed to you pursuant to the terms and conditions set forth in the Agreement solely to be used in connection with the Service for your private, personal, non-commercial use;
    • you will only use the Application in connection with an Apple device that you own or control;
    • you acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
    • in the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
    • you acknowledge and agree that THE CHIASM, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
    • you acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
    • you represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
    • both you and THE CHIASM acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
    • both you and THE CHIASM acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of certain terms the Agreement to the extent such terms relate to an Application on a device provided by Apple or an Application obtained through the Apple App Store, and that upon your acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce such terms of the Agreement against you as the third party beneficiary hereof.
  5. SURVIVAL.
    Sections 1.4, 4 and 6 shall survive any termination or expiration of these Additional Terms and/or the Agreement.
  6. UPDATES AND CHANGES TO THESE ADDITIONAL TERMS.

    The effective date of these Additional Terms is set forth at the top of this webpage. We will notify you of any material change by posting notice on this webpage. Your continued use of the Services after the effective date constitutes your acceptance of the amended Additional Terms. We encourage you to periodically review this page for the latest information on any of the Services. The amended Additional Terms supersedes all previous versions. IF YOU DO NOT AGREE TO FUTURE CHANGES TO THESE ADDITIONAL TERMS, YOU MUST STOP USING THE SERVICES AFTER THE EFFECTIVE DATE OF SUCH CHANGES.

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