PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS ”) CAREFULLY. THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND CAREPOINTMD AND ITS AFFILIATES (“CAREPOINTMD”). “YOU” AND “USERS” SHALL MEAN ALL PATIENTS AND THEIR AGENTS WHO USE THE PLATFORM (AS DEFINED BELOW). YOU ACCEPT THESE TERMS WHEN YOU REGISTER FOR, INSTALL, OR USE THE PLATFORM (DEFINED BELOW), BY USING OUR WEBSITE AT CAREGPS.HEALTH, CAREGPS.US, AND CAREPOINTMD.COM. EACH TIME YOU ACCESS THE SERVICES HEREAFTER. IF YOU DO NOT ACCEPT THESE TERMS, YOU SHOULD NOT USE THE SERVICES.

CarePointMD reserves the right to revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. The most current version of the Terms will supersede all previous versions. You are bound by these Terms and should visit this page periodically to review the most current Terms. Your continued use of the Platform (as defined below) after a change to these Terms constitutes your binding acceptance of these Terms.

1. Definitions. The Platform (“Platform”) is defined as any computer or mobile application or software under CarePointMD’s control, whether partial or otherwise, in connection with providing the services provided by CarePointMD. The terms “post” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Platform. This may include notes or drawings added by healthcare professionals, submissions to the support area, and Feedback System (as defined below) responses. “Health education materials” means all health information, including text, anatomy visuals, video, and audio and information explaining a state of physical or mental health. “Health-related information” means all health information, including, but not limited to, demographics and injury or condition descriptions, related to an individual patient. “Healthcare professional(s)” means an entity, group or individual that provides health-related services.

2. Medical Advice. CarePointMD does not give medical advice. The Platform may, however, provide helpful information to assist in medical appointment decision-making. The information and materials available through the Platform are for informational and educational purposes only and are not intended to serve as professional advice, diagnosis or treatment. You assume full risk and responsibility for the use of information you obtain from or through the Platform. Healthcare professionals will be solely responsible for the professional and technical services they provide. In addition, we do not recommend or endorse any provider of healthcare or health-related products, items, or services.

3. Third-Party Services. The Platform may include certain third-party software and services. Your use of such software or services may require that you enter into separate subscription or licensing agreements with third-party vendors and suppliers. You agree to comply with and, upon request, execute such agreements as may be required for the use of such software or services.

4. No Third-Party Access. Except as required by law and described below, you will not permit any third party to have access to the Platform using your account. You are solely responsible for the use of The Platform. We have no liability for the consequences to you from your use of the Platform.

5. Account Access and Responsibility for Misuse by Other Users. You are fully responsible for all activities that occur under your account. You agree that CarePointMD will not be responsible for any unlawful access to or use of the Platform by anyone to whom you gave access or log-in credentials. You agree that you are responsible for ensuring that health-related information is properly protected under applicable law.

6. Proprietary Rights. You acknowledge that (a) the Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) CarePointMD and/or third parties own all right, title and interest in and to the Platform, that may be presented or accessed through the Platform, including without limitation all Intellectual Property Rights therein and thereto. “Intellectual Property Rights “means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all application, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Platform or content that may be presented or accessed through the Platform for any purpose, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality contained in the Platform, (iii) use the Platform to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter CarePointMD’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Platform.

7. HIPAA Compliance. Because CarePointMD is a cloud-based solution, use of the Platform does not require any personal health information/ data to be stored on site. CarePointMD voluntarily complies with the requirements of the “Security Rule” as defined by Health Insurance Portability and Accountability Act (“HIPAA”) of 1996 and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”).

8. Use and Disclosure. CarePointMD voluntarily complies with the requirements of the “Security Rule” as defined by HIPAA and the HITECH Act. We may use and process the health-related information posted to the Platform for the proper management, provision, and administration of the Platform and our business, and as required by law. We may also disclose health-related information if required by law or we obtain reasonable assurances from the recipient that such information will be held confidentially and used or further disclosed only as required by law or for the purpose for which we disclosed it. You also agree that CarePointMD may use and share de-identified health-related information and data to the fullest extent permitted by law.

9. Data Transfers at Your Request. We do not transfer health-related information to third parties, other than our vendors and suppliers. We may transfer patient health-related information to third parties, including health plans, health-care clearinghouse, and others. You authorize us to make such transfers upon the request of you and the users who are acting under your account. You acknowledge that when you consent to transferring the information to third parties, we have no control over how those third parties will use and disclose the information.

10. Appropriate Safeguards. We will use appropriate safeguards to prevent the use or disclosure of health-related information other than as provided for by these Terms, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information.

11. Account Creation and Secure Credentials. You agree to provide CarePointMD with account information that is true, accurate, current, and complete. You will ensure that this information is kept accurate and up-to-date at all times. You also agree that if you create an account and use the Platform you are authorized to accept these Terms. You agree that you have the authority to bind yourself in legal agreements and contracts.

12. Protecting Your Log-In Credentials. As a registered user, you will have log-in information, including a username and password. Your account is personal to you, and you may not share your account and log-in information with, or allow access to your account by, any third party. You will be responsible for all activity that occurs under your account and access credentials. You agree to notify us immediately of any breach in secrecy of your log-in information or if you have reason to believe that your account has been accessed by a third party. You can do so by emailing support@caregps.health or by using the Feedback feature of our tools. You will be solely responsible for the losses incurred by CarePointMD and others (including patients) due to any unauthorized use of your account that takes place.

13. User Content Disclaimers. We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users (“User Content”). You accept that any reliance on material posted by other users, vendors, or suppliers will be at your own risk.

14. General Prohibitions. As user of CarePointMD, you agree to use the Platform only for its intended purpose and in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Platform are prohibited. You may not:
      • Attempt to remove, disable, damage, circumvent, or otherwise interfere with the security of the Platform;
      • Interrupt, destroy, or limit the proper functionality of the Platform;
      • Gain unauthorized access to the Platform or computers linked to the Platform;
      • Frame the Platform without permission;
      • Take any action imposing an unreasonable or disproportionately large load on CarePointMD’s infrastructure;
      • Gain or attempt to gain unauthorized access to other users' accounts;
      • Sell, transfer, or assign any of your rights to use the Platform to a third party without our express written consent;
      • Use an account that has been sold, transferred, or assigned to you from a Platform user without our express written consent;
      • Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information from the Platform;
      • Reverse engineer, decompile, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used in the Platform;
      • Use the Platform in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to CarePointMD or others; or
      • Create multiple registrations, whether fraudulently, falsely, unlawfully, legitimate, or lawfully, without CarePointMD’s prior consent.

15. No Unlawful or Prohibited Use. As a condition of your use of the Platform, you warrant to CarePointMD that you will not use the Platform for any purpose that is unlawful, encourages illegal behavior, or is prohibited by these Terms. You agree not to use the Platform in any manner, which could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of The Platform. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform.

16. Consequences of Violating These Terms. We reserve the right to suspend or terminate your account and prevent access to the Platform for any reason, at our discretion. We reserve the right to refuse to provide the Platform to you in the future. You are solely responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Platform.

17. Privacy and Disclosure of Information. We believe that your privacy and the privacy of all our users are important. Please review our Privacy Policy at my.caregps.health/terms/privacy.htm. CarePointMD reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in CarePointMD’s sole discretion. You agree to our use of your data in accordance with Privacy Policy.

18. Termination. You can cancel your account at any time by submitting a cancellation request on the CarePointMD website. We reserve the right to suspend or terminate your account and prevent access to the Platform for any reason, at our discretion.

19. Effect of Termination. Once your account is cancelled or terminated, you will lose all access to the Platform, and you agree to uninstall and delete the Platform from your device(s).

20. You Acquire No Ownership of Others' Content. You agree that as a result of using the Platform you will not obtain any right, title, or interest in or to such content delivered via the Platform or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.

21. Indemnity. You agree to defend, indemnify and hold harmless CarePointMD, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, User Content, any use of the Platform's content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform.

22. Warranty Disclaimer. CarePointMD does not promise that the Platform will be error-free, uninterrupted, nor that the Platform will provide specific results from your use of any content, search or link on them. The Platform and all content contained within it are delivered on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind. CarePointMD does not warrant or represent that files you download from the Platform will be free of viruses or other harmful features. You are solely responsible for any damage to your mobile device, or other device, or loss of data that results from such use. CAREPOINTMD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

23. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL CAREPOINTMD, OR ITS AFFILIATES AND PARTNERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PLATFORM

IN NO EVENT SHALL CAREPOINTMD’S AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF CAREPOINTMD’S AFFILIATES AND PARTNERS, TO YOU FOR ANY LOSS, DAMAGE OR CLAIM RELATED TO OR ARISING OUT OF THE PLATFORM EXCEED THE GREATER OF THE FOLLOWING: (A) TOTAL AMOUNTS PAID BY YOU TO CAREPOINTMD FOR ACCESSING THE PLATFORM; OR (B) FIFTY U.S. DOLLARS ($50.00).

24. Governing Law/Arbitration. These Terms shall be treated as though executed and performed in the State of New Jersey and shall be governed by and construed in accordance with the laws of the State of New Jersey, USA, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to these Terms. Any dispute relating in any way to your use of the Platform permissible under these Terms shall be submitted to confidential arbitration in New Jersey, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of New Jersey. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of New Jersey. Arbitration under these Terms shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever banned. CarePointMD operates the Platform from its offices in the State of New Jersey. In any action or proceeding to enforce or interpret these Terms, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

25. General. These Terms constitute the entire agreement between you and CarePointMD concerning your use of THE Platform Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect. The rights granted in these Terms may not be assigned or transferred by either you or CarePointMD without the prior written approval of the other party. Neither you nor CarePointMD is permitted to delegate responsibilities or obligations under these Terms without the prior written approval of the other party.