TERMS OF USE – TELEDOCTOR OnCall

1. Introduction and Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and TELEDOCTOR OnCall, ("Company," "TELEDOCTOR OnCall," "we," "us," or "our"), governing your access to and use of the website located at www.teledoctoroncall.com, including any content, functionality, and services offered on or through www.teledoctoroncall.com (collectively, the "Platform").

By accessing, Browse, registering for, or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you must not access or use the Platform.

We reserve the right to modify these Terms at any time. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

2. Definitions

For the purposes of these Terms, the following definitions shall apply:

• "Company" refers to TELEDOCTOR OnCall, its officers, directors, employees, agents, and affiliates.
• "Healthcare Provider" refers to physicians, specialists, therapists, and other licensed healthcare professionals or professional entities that are independently contracted with or made accessible through the Platform or integrated Third-Party Systems to provide telehealth Services to Users.
• "Platform" refers to the website www.teledoctoroncall.com, its subdomains, associated mobile applications (if any), software, technology infrastructure, content, and all services provided by the Company in connection therewith.
• "Protected Health Information" (PHI) has the meaning ascribed to it under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended.
• "Services" refers to the telehealth consultation facilitation services, information services, and technological resources provided through the Platform, enabling Users to connect with Healthcare Providers. This specifically excludes the direct provision of medical care by the Company.
• "Third-Party System(s)" refers to external platforms, software, or services integrated with or linked from the Platform, such as the "Athena" medical system, for functionalities including but not limited to Healthcare Provider access, information exchange, and payment processing.
• "User" or "you" refers to any individual who accesses, registers with, or uses the Platform, including individuals seeking telehealth Services for themselves or on behalf of a minor or incapacitated adult for whom they have legal authority.
• "User Account" refers to the account established by a User to access and utilize certain features of the Platform.

3. Description of Platform Services

The Platform is a technology service designed to facilitate convenient access to telehealth consultations and related healthcare services offered by independently contracted Healthcare Providers or Healthcare Providers accessible through integrated Third-Party Systems. The Services provided by TELEDOCTOR OnCall through the Platform include, but are not limited to:

• Providing a communication and technology interface for Users to connect with Healthcare Providers;
• Facilitating the scheduling of telehealth appointments;
• Enabling secure communication between Users and Healthcare Providers;
• Providing access to health-related information and educational materials; and
• Facilitating administrative functions related to telehealth consultations, such as payment processing through Third-Party Systems.

IMPORTANT ACKNOWLEDGEMENT: TELEDOCTOR ONCALL IS NOT A HEALTHCARE PROVIDER, MEDICAL PRACTICE, HOSPITAL, OR INSURER. THE COMPANY ITSELF DOES NOT PROVIDE ANY MEDICAL ADVICE, DIAGNOSIS, TREATMENT, OR OTHER CLINICAL SERVICES. ALL MEDICAL SERVICES ACCESSED THROUGH THE PLATFORM ARE PROVIDED BY INDEPENDENT HEALTHCARE PROVIDERS. THE COMPANY'S ROLE IS STRICTLY LIMITED TO PROVIDING THE TECHNOLOGY AND SUPPORT FOR USERS TO CONNECT WITH THESE HEALTHCARE PROVIDERS.

4. Eligibility and Account Registration

Eligibility: To use the Platform and its Services, you must:

• Be at least eighteen (18) years of age or older.
• Reside in the State of Florida, United States of America. The Platform is intended for use solely within the State of Florida.
• Possess the legal capacity to enter into a binding contract.
• If you are creating an account or using the Services on behalf of a minor or an individual for whom you have legal guardianship or power of attorney, you represent and warrant that you have the legal authority to do so and to bind such individual to these Terms.

Account Registration: To access certain features of the Platform, you may be required to register for a User Account. You agree to:

• Provide true, accurate, current, and complete information about yourself as prompted by the registration form ("Registration Data").
• Maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
• Create a secure password and maintain the confidentiality and security of your User Account credentials. You are solely responsible for all activities that occur under your User Account, whether or not authorized by you.
• Notify TELEDOCTOR OnCall immediately of any unauthorized use of your User Account or any other breach of security. The Company reserves the right to refuse registration, or suspend or terminate your User Account, if it has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, or if you engage in any conduct that violates these Terms or applicable law.

5. CRITICAL: NO EMERGENCY SERVICES DISCLAIMER

TTHE PLATFORM AND THE SERVICES ARE NOT INTENDED FOR, AND MUST NOT BE USED FOR, MEDICAL EMERGENCIES, URGENT HEALTH SITUATIONS, OR ANY CONDITION REQUIRING IMMEDIATE MEDICAL ATTENTION.

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, OR BELIEVE YOU OR ANOTHER PERSON MAY BE IN DANGER, YOU MUST IMMEDIATELY CALL 911 OR YOUR LOCAL EMERGENCY MEDICAL SERVICES NUMBER. DO NOT RELY ON THE PLATFORM FOR EMERGENCY MEDICAL NEEDS.

TELEDOCTOR OnCall and any Healthcare Providers accessed through the Platform are not equipped to handle emergency situations. Delay in seeking emergency medical attention can result in serious injury or death.

6. Nature of Telehealth Services and Inherent Limitations

You understand and acknowledge that "telehealth" (sometimes referred to as "telemedicine") involves the delivery of healthcare services using electronic communications, information technology, or other means between a Healthcare Provider and a patient who are not in the same physical location. Telehealth may be used for diagnosis, treatment, follow-up, and/or patient education.

You acknowledge the following inherent limitations and risks associated with telehealth services:

• Information Quality: The quality of telehealth services is heavily reliant on the completeness and accuracy of the information you provide to the Healthcare Provider. You are responsible for providing truthful, accurate, and comprehensive health information.
• Limitations of Remote Examination: Telehealth consultations may not involve a physical examination that would be part of a traditional, in-person visit. Consequently, some conditions may not be fully diagnosable or treatable via telehealth.
• Technological Risks: There are potential risks associated with the use of technology, including but not limited to interruptions, unauthorized access, and technical difficulties. While TELEDOCTOR OnCall and its integrated Third-Party Systems employ security measures, no system is entirely foolproof.
• Regulatory Variations: Telehealth laws and regulations can vary by jurisdiction, and the provision of services is subject to these regulations.
• No Guarantee of Outcome: As with any medical service, there is no guarantee of a specific outcome or cure from using telehealth services.

By using the Platform, you consent to receiving telehealth services and acknowledge these limitations and risks. You also understand that you have the right to an in-person consultation with a healthcare provider if you prefer, and that you may withdraw your consent to telehealth services at any time, although this will not affect any services already rendered.

7. Relationship with Healthcare Providers

TELEDOCTOR OnCall is a technology platform that connects Users with Healthcare Providers. You understand and agree that:

• Healthcare Providers accessed through the Platform (including those accessed via integrated Third-Party Systems such as Athena) are independent practitioners or entities. They are not employees, agents, partners, or joint venturers of TELEDOCTOR OnCall.
• TELEDOCTOR OnCall does not practice medicine or any other licensed profession and does not interfere with the practice of medicine or any other licensed profession by Healthcare Providers, each of whom is responsible for their services and compliance with the requirements applicable to their profession and license.
• TELEDOCTOR OnCall does not control, supervise, or direct the medical judgment, advice, diagnosis, or treatment provided by Healthcare Providers.
• TELEDOCTOR OnCall is not liable for any acts, omissions, advice, or quality of care delivered by any Healthcare Provider. Any claims related to medical malpractice, professional negligence, or inadequate care are solely between you and the respective Healthcare Provider.
• While TELEDOCTOR OnCall may facilitate access or provide information regarding Healthcare Providers (e.g., credentials, specialties), it does not endorse, recommend, or guarantee any specific Healthcare Provider or their suitability for your needs. The choice of a Healthcare Provider is solely yours.

8. No Doctor-Patient Relationship with TELEDOCTOR OnCall

Your use of the Platform, including any interaction with TELEDOCTOR OnCall's customer support or informational content, does not create a doctor-patient, therapist-patient, or any other healthcare provider-patient relationship between you and TELEDOCTOR OnCall. TELEDOCTOR OnCall is not your physician or healthcare provider.

Any doctor-patient or similar professional relationship is formed exclusively between you and the Healthcare Provider with whom you consult through the Platform. TELEDOCTOR OnCall is not a party to that relationship.

9. User Responsibilities and Code of Conduct

As a condition of your use of the Platform, you agree to the following:

• Accurate Information: You will provide truthful, accurate, current, and complete information at all times, including during registration, when communicating with Healthcare Providers, and when providing any health or payment information.
• Lawful Use: You will use the Platform and Services only for lawful purposes and in accordance with these Terms and all applicable federal, state (including Florida), and local laws, statutes, rules, and regulations.
• Personal Use: Unless otherwise expressly permitted, your User Account is for your personal, non-commercial use only. You may not authorize others to use your account.
• Prohibited Conduct: You shall not, and shall not attempt to:
  • Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform.
  • Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
  • Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
  • Impersonate or attempt to impersonate the Company, a Company employee, another User, a Healthcare Provider, or any other person or entity.
  • Engage in any fraudulent activity, including related to payment or insurance information.
  • Harass, threaten, demean, embarrass, or otherwise harm any other User, Healthcare Provider, or Company personnel.
  • Transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  • Violate the intellectual property rights of the Company or any third party.
  • Collect or store personal data or PHI about other users or Healthcare Providers without their express consent or in violation of applicable law.
  • Use the Platform to request or obtain prescriptions for DEA controlled substances or other drugs that are not appropriate for prescribing via telehealth under applicable laws or Healthcare Provider professional judgment.

Violation of this Code of Conduct may result in immediate suspension or termination of your User Account and access to the Platform, as well as potential legal action.

10. Privacy and Protection of Health Information

Your privacy and the security of your Protected Health Information (PHI) are of paramount importance to us. Our practices concerning the collection, use, disclosure, and protection of your personal information, including PHI, are described in detail in our Privacy Policy which is an integral part of these Terms.

You acknowledge and agree that:

• Information you provide through the Platform, including PHI submitted for the purpose of receiving Services from Healthcare Providers, will be handled in accordance with our Privacy Policy and applicable law, including HIPAA.
• TELEDOCTOR OnCall utilizes administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of PHI, and works with Third-Party Systems (such as Athena) that are also required to maintain HIPAA compliance.
• By using the Platform and agreeing to these Terms, you consent to the collection, use, processing, and disclosure of your information, including PHI, as described in our Privacy Policy and as necessary to provide the Services and facilitate your interactions with Healthcare Providers.
• While we take significant steps to protect your data, no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, we cannot guarantee absolute security.

Please review our Privacy Policy carefully to understand how we manage your information. If you have any questions or concerns about your privacy, please contact us as directed in the Privacy Policy.

11. Intellectual Property Rights

• Ownership: The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The name "TELEDOCTOR OnCall," the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

• Limited License: Subject to your compliance with these Terms, TELEDOCTOR OnCall grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your personal, non-commercial use to receive the Services. This license does not include any right to: (a) resell or commercially use the Platform or its contents; (b) collect or use any product listings, descriptions, or prices; (c) make any derivative use of the Platform or its contents; (d) download, copy, or otherwise use account information for the benefit of any third party; or (e) use data mining, robots, or similar data gathering and extraction tools.

• Restrictions: You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• User-Generated Content: To the extent the Platform allows you to post, link, store, share, or otherwise make available certain information, text, graphics, videos, or other material ("User Content"), you are responsible for such User Content. You retain any and all of your rights to any User Content you submit, post, or display on or through the Platform and you are responsible for protecting those rights. By submitting User Content, you grant TELEDOCTOR OnCall a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Platform and TELEDOCTOR OnCall's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels. This license includes the right for TELEDOCTOR OnCall to make your User Content available to other users of the Platform, who may also use your User Content subject to these Terms. You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to grant the foregoing license to TELEDOCTOR OnCall.
• Reservation of Rights: All rights not expressly granted to you in these Terms are reserved and retained by TELEDOCTOR OnCall or its licensors, suppliers, publishers, rightsholders, or other content providers. No part of the Platform may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of TELEDOCTOR OnCall.

12. Third-Party Systems, Services, and Links

The Platform may integrate with or provide links to Third-Party Systems (such as the Athena medical system for Healthcare Provider access and payment processing), third-party websites, applications, or resources. You acknowledge and agree that:

• Reliance on Third Parties: Certain functionalities of the Platform are dependent on these Third-Party Systems. TELEDOCTOR OnCall relies on these third parties for various aspects of the Services.
• No Endorsement or Responsibility: TELEDOCTOR OnCall does not endorse and is not responsible or liable for the availability, accuracy, content, products, services, terms of use, or privacy practices of such Third-Party Systems or resources. Your access and use of such Third-Party Systems are solely at your own risk and are subject to the terms and conditions and privacy policies applicable to such third parties.
• User Discretion: You are responsible for reading and understanding the terms and conditions and privacy policies of any Third-Party Systems before using them. TELEDOCTOR OnCall shall not be liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such Third-Party Systems, content, goods, or services available on or through any such Third-Party Systems or resources.

13. Payment, Billing, and Financial Responsibility

You agree to pay all fees or charges to your User Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.

• Payment Processing: While payments may be initiated on or through the Platform, TELEDOCTOR OnCall utilizes integrated Third-Party Systems (e.g., Athena) to process payments for Services rendered by Healthcare Providers. TELEDOCTOR OnCall itself does not directly collect or store your full payment card information. By providing your payment information, you authorize us and our third-party payment processor(s) to charge your payment method for all fees incurred.
• Financial Responsibility: You are responsible for all fees associated with your use of the Services. You represent and warrant that your provided payment information is true, correct, and complete, and that you are authorized to use the payment method. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
• Pricing and Insurance: The fees for Services provided by Healthcare Providers will be communicated to you before you schedule a consultation, where applicable. If you have health insurance, the processing of your insurance claim may be handled by the Healthcare Provider or the integrated Third-Party System. You are responsible for any co-payments, deductibles, or non-covered services as determined by your insurance plan. It is your responsibility to understand your insurance coverage.
• Taxes: You are responsible for any applicable sales, use, or other governmental taxes or fees payable in connection with your purchase of Services.
• Refunds and Cancellations: "All fees paid for consultations are non-refundable except as may be expressly stated otherwise or required by applicable Florida law. If you cancel your scheduled appointment less than 24 hours before the scheduled time, or if you fail to attend your scheduled appointment, you may be subject to a cancellation fee of ____________

14. Electronic Communications

When you use the Platform, create a User Account, or send emails, text messages, and other communications from your desktop or mobile device to us or to Healthcare Providers through the Platform, you are communicating with us and them electronically. You consent to receive communications from TELEDOCTOR OnCall and its affiliated Healthcare Providers electronically in connection with your use of the Platform. Such communications may include:

• Emails to the email address you provide.
• Messages posted to your User Account on the Platform.
• SMS text messages to the mobile phone number you provide (e.g., for appointment reminders, account verification, or other transactional purposes), if you opt-in to such services. Standard message and data rates may apply.

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may opt-out of receiving promotional emails from us by following the unsubscribe instructions provided in those emails. You may not be able to opt-out of certain transactional or service related communications (e.g., account verification, appointment confirmations, changes/updates to features of the Service, technical and security notices).

15. Platform Modifications, Suspension, and Availability

• Modifications: TELEDOCTOR OnCall reserves the right, in its sole discretion, to modify, enhance, update, suspend, discontinue, or otherwise change any aspect of the Platform or the Services, in whole or in part, at any time, with or without notice to you. Any new features or tools which are added to the current Platform shall also be subject to these Terms.
• Suspension: We may, without prior notice, suspend or limit your access to the Platform or your User Account if: (a) you violate these Terms; (b) we are unable to verify or authenticate information you provide; (c) such action is necessary for security reasons or to protect the integrity of the Platform; or (d) as otherwise deemed necessary by us in our sole discretion.
• Availability: While we strive to ensure the Platform is available and operational, we do not guarantee that the Platform will be available at all times or that access will be uninterrupted or error-free. The Platform may be unavailable due to maintenance, upgrades, technical malfunctions, or other reasons beyond our reasonable control. TELEDOCTOR OnCall will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period.

16. Disclaimers of Warranties

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TELEDOCTOR ONCALL AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COMPLETENESS, SECURITY, OR THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR THAT DEFECTS WILL BE CORRECTED.

TELEDOCTOR ONCALL DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM (INCLUDING THE SERVICES OF HEALTHCARE PROVIDERS) WILL MEET YOUR EXPECTATIONS; OR (D) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TELEDOCTOR ONCALL OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. TELEDOCTOR ONCALL DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY HEALTHCARE PROVIDERS THROUGH THE PLATFORM. ALL SUCH INFORMATION IS PROVIDED BY THE HEALTHCARE PROVIDERS THEMSELVES.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TELEDOCTOR ONCALL, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, DAMAGES RESULTING FROM: (A) YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM THE PLATFORM OR FROM HEALTHCARE PROVIDERS; (B) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO TELEDOCTOR ONCALL'S RECORDS, PROGRAMS, OR SERVICES; (C) THE CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM, INCLUDING HEALTHCARE PROVIDERS; (D) ANY MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT PROVIDED BY A HEALTHCARE PROVIDER ACCESSED THROUGH THE PLATFORM; OR (E) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, TELEDOCTOR ONCALL IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE PLATFORM OR ANY CONTENT OR SERVICES, TELEDOCTOR ONCALL’S TOTAL LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO TELEDOCTOR ONCALL FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

THE FOREGOING LIMITATIONS OF LIABILITY DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (SUCH AS CERTAIN LIABILITIES FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CERTAIN STATUTES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

18. Indemnification

You agree to defend, indemnify, and hold harmless TELEDOCTOR OnCall, 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 and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees and litigation expenses) arising out of or relating to:

• Your violation of these Terms or your use of the Platform, including, but not limited to, any use of the Platform's content, services, and products other than as expressly authorized in these Terms.
• Your User Content or any information you submit, post, transmit, or make available through the Platform.
• Your violation of any applicable law or regulation.
• Your violation of any rights of any third party, including but not limited to any intellectual property right, privacy right, or publicity right.
• Your interaction with, or reliance on any information or advice from, any Healthcare Provider.
• Any activity related to your User Account, by you or any other person accessing your User Account with or without your permission.
• Your negligence or willful misconduct.

TELEDOCTOR OnCall reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with TELEDOCTOR OnCall in asserting any available defenses. This indemnification obligation will survive the termination or expiration of these Terms and your use of the Platform.

19. Term and Termination

• Term: These Terms will remain in full force and effect while you use the Platform or maintain a User Account.
• Termination by You: You may terminate your User Account and these Terms at any time by ceasing all use of the Platform and providing notice to TELEDOCTOR OnCall through the contact methods specified in these Terms or within your account settings, if available.
• Termination by TELEDOCTOR OnCall: TELEDOCTOR OnCall reserves the right, in its sole discretion, to suspend, restrict, or terminate your access to all or any part of the Platform or your User Account at any time, for any reason or no reason, with or without prior notice, and without liability. Reasons for such termination may include, but are not limited to: (a) breaches or violations of these Terms or other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) discontinuance or material modification to the Platform or any part thereof; (d) unexpected technical or security issues or problems; (e) extended periods of inactivity; (f) engagement by you in fraudulent or illegal activities; or (g) nonpayment of any fees owed by you in connection with the Services.
• Effect of Termination: Upon termination of your User Account or these Terms for any reason:
  • Your right to access and use the Platform will immediately cease.
  • TELEDOCTOR OnCall may, in its sole discretion, delete your User Account and any User Content or other information associated with your use of the Platform (subject to its obligations under applicable law, including HIPAA, regarding the retention of PHI).
  • You will remain liable for all amounts due up to and including the date of termination.
• Survival: The provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions (Section 11), disclaimers of warranties (Section 16), limitation of liability (Section 17), indemnification (Section 18), governing law and jurisdiction (Section 20), dispute resolution and arbitration (Section 21), and general provisions (Section 23).

20. Governing Law and Jurisdiction

These Terms and your use of the Platform and the Services shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without giving effect to any principles of conflicts of law that would require the application of the laws of another jurisdiction.

Subject to the mandatory arbitration provisions in Section 21 (Dispute Resolution and Arbitration), you irrevocably agree that any legal action, suit, or proceeding arising out of or relating to these Terms, the Platform, or the Services, must be instituted exclusively in the state or federal courts located in Florida. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

21. Dispute Resolution and Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. IT REQUIRES YOU TO RESOLVE MOST DISPUTES WITH TELEDOCTOR ONCALL THROUGH BINDING ARBITRATION RATHER THAN IN COURT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

• Informal Dispute Resolution: Before filing a claim against Teledoctor OnCall, you agree to try to resolve the dispute informally by contacting us at ____________. We will try to resolve the dispute informally by contacting you via email.
• Arbitration Agreement: You and Teledoctor OnCall agree that any dispute, claim, or controversy arising out of or relating to these Terms, the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Platform or Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (a) to bring an individual action in small claims court if it qualifies; and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
• Arbitration Rules and Governing Law: The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section.
• Arbitration Process: A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice medicine in the state of Florida and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
• Arbitrator’s Decision: The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section (Section 17) above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.
• Fees: Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules.
• CLASS ACTION WAIVER: YOU AND TELEDOCTOR ONCALL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Teledoctor OnCall agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration agreement shall be null and void.

22. General Provisions

• Severability: If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
• No Waiver: No waiver by Teledoctor OnCall of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Teledoctor OnCall to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without Teledoctor OnCall's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Teledoctor OnCall may assign or transfer these Terms, in its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
• Force Majeure: Teledoctor OnCall shall not be liable for any failure or delay in performance of its obligations under these Terms resulting from any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
• Headings: The section headings used in these Terms are for convenience only and shall not be given any legal import or affect the interpretation of these Terms.
• Relationship of Parties: Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship between you and Teledoctor OnCall.
• Third-Party Beneficiaries: Except as otherwise expressly provided in these Terms (e.g., indemnification of Teledoctor OnCall's affiliates and personnel), there shall be no third-party beneficiaries to these Terms.

23. Entire Agreement

These Terms, together with our Privacy Policy, and any other legal notices or guidelines published by Teledoctor OnCall on the Platform (including, but not limited to, any specific consents obtained for telehealth services), constitute the sole and entire agreement between you and Teledoctor OnCall regarding your access to and use of the Platform and the Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. In the event of any conflict between these Terms and any other terms or information provided by Teledoctor OnCall, these Terms shall control unless expressly stated otherwise in writing by an authorized representative of Teledoctor OnCall.

24. Contact Information and Notices

• Company Contact Information: Email for Notices: [email protected] [email protected]