Effective Date: May 6, 2016
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.
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.
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).
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.
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.
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.
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.
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.
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.
8.4 Confidentiality and Use of Materials
By accessing the Services, Client agrees to keep all materials confidential. You agree not to disseminate or otherwise provide any material obtained from the Services to any person not currently a registered member of THE CHIASM NETWORK. Prohibited dissemination includes, but is not limited to, publishing or posting content to other websites or any listserves. Any non-confidential use must be authorized in writing and in advance by THE CHIASM NETWORK.
You may use the Services and the materials you obtain from it only as a registered or non-registered member of THE CHIASM NETWORK. Use for any other purpose must be approved in advance in writing by THE CHIASM NETWORK.
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.
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.
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”.
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
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”).
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: