Terms of Use

Effective Date: January 30, 2024

PLEASE READ THE FOLLOWING TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE ACCEPTING. THIS IS A LEGAL CONTRACT BETWEEN CURBSIDEMD, INC. (“COMPANY”) AND THE ENTITY OR INDIVIDUAL USING ANY DATABASE, SOFTWARE, MOBILE APPLICATIONS, CONTENT, DATA, MATERIALS, DOCUMENTATION, INFORMATION, SERVICES, OR WEBSITES CREATED, PUBLISHED, OR OWNED BY COMPANY, ITS AFFILIATES, OR ITS LICENSORS (“THE PLATFORM”). BY ACCESSING OR USING THE PLATORM, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE PLATFORM.

IMPORTANT NOTICE

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS, AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

MEDICAL DEVICE DISCLAIMER

The following is an important message about the use of the services and content provided by our Company. Please read carefully before using any of our offerings.

Our software, services, and content are not intended to replace the expertise and judgment of healthcare professionals or serve as medical devices. They are intended for general informational and educational purposes only. Neither the software nor the services diagnose diseases, prescribe treatments, or perform any other tasks that constitute the practice of providing medical care. Healthcare professionals are solely responsible for confirming any data and recommendations before making any clinical decisions regarding patient care. Our Company assumes no responsibility for patient care decisions or any treatment outcomes arising from the use of its software or services.

Our Company software utilizes artificial intelligence algorithms that inherently have the potential for errors and biases. As such, any treatment recommendations or other information provided by our platform, including its software, services, and content, should be used solely for information purposes. The treating clinician should treat the content and expert-provided answers as a source of information, just like any other source they research. The treating clinician retains full responsibility for the treatment provided to the patient, and they alone maintain the patient-physician relationship. Our disclaimer also makes clear that the treating clinician holds the consulting expert physician, CurbsideMD, and its partners harmless based on any repercussions of medical decisions made by the treating clinician.

The Company Platform is solely a communication tool between the treating Clinician and an Expert. It should not be held responsible for how the treating physician uses any advice received. Additionally, our Company is not accountable for the information provided, including citations and notes from experts. Moreover, we do not verify the authority or legitimacy of the Expert, nor do we require them to answer any questions they receive. While our Company strives to provide accurate information, we make no representations, warranties, or guarantees, whether express or implied, that the software or services are free of defects, complete, accurate, up-to-date, or that they will be effective for any particular patient or purpose. Our Company disclaims liability for any reliance by users or members on any data or content provided as a part of our offerings.

Treating clinicians should always use their best clinical judgment, including any best practice provided by their supervising organization regarding any medical conditions, before starting or modifying any healthcare treatment plan. Our Company does not recommend or endorse any healthcare providers, procedures, products, opinions, or other information provided through our software or services. Reliance on any information offered by our Company and its tools is solely at your own risk. Our platform, services, and content are not intended to be used as a medical device. They are not designed for the diagnosis, cure, mitigation, monitoring, treatment, or prevention of any disease, condition, or illness. No license or right is granted to use the software for such purposes. Our Company does not assume any responsibility if the software is used as a medical device. Users should acknowledge that they are solely responsible for any such use.

1. Acceptance of Terms.

1.1.By using or otherwise accessing the Platform or clicking to accept or agree to these Terms, you (1) accept and agree to these Terms and (2) consent to the collection, use, disclosure, and other handling of information as described in our Privacy Policy, and (3) agree to comply with all rules, policies, and disclaimers posted on the Platform including any notifications sent to you.

2. Eligibility

2.1. You represent and warrant that you are at least eighteen (18) years of age and that you possess the legal right and ability to enter into agreements, including these Terms of Use. You are solely responsible for knowing and understanding your local laws concerning standards of content legality.

2.2. As described in 5.2, to access certain portions of the Platform, you may be required to provide an NPI number for verification of eligibility.

3. Code of Conduct

3.1. You agree not to use the Platform or any service the Company provides in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes our policies, guidelines, rules, or the terms and conditions of this Agreement. This includes but is not limited to the following: You will not post or transmit a message or information under a false identity for the purpose of misleading others or impersonating any entity, including, without limitation, any Company representative; engage in an unprofessional, unethical, disruptive or discourteous manner; post or transmit information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or abusive to any person; post or transmit information that infringes or violates any of the intellectual property rights of others or the privacy or proprietary rights of others; attempt to disrupt the operation of our business through use of methods, including, but not limited to: viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding, spamming or any other similar programs that may damage the operation of another’s computing device or property; upload or transmit any unsolicited advertising, promotional materials, junk mail, spam, or any other form of solicitation, commercial or otherwise; use any of our tools and services in any manner that could damage, disable or impair our services or networks; attempt to gain unauthorized access to any user or User Accounts, or computer systems or networks, through hacking, password mining or any other means; use any robot, scraper or other automated or manual means to access any aspect of our website or equipment for any purpose; harvest or otherwise collect information about others, including names, addresses, or e-mail addresses; modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Website, or assist any other person or entity in doing so.

4. Definitions

4.1. The terms of this Agreement are a binding legal agreement between you and The Company LLC. (“The Company,” “we,” “us,” “our,” or “Company”). “User,” “you” and “your” refer to the individual or entity that uses the websites, applications, and other offerings, including but not limited to web-based and mobile applications from the Company (collectively, the “Platform”).

4.2. “Clinician” refers to the treating clinician who asks a question on the Platform.

4.3.“Expert” refers to the clinician who answers a question on the Platform.

4.4.“Administrators” refers to users of the Platform who are not required to be licensed medical professionals but who are responsible for managing the user of the Platform associated with a Sponsoring Institution (defined below).

4.5. The Clinician, Expert, and Administrators are together “Users.”

4.6. “Sponsoring Institution” refers to the medical practice or third-party provider that employs or contracts with the “Clinicians” and is responsible for authorizing “Clinician” access to the Platform and pays any fees incurred by the “Clinician” on the Platform. In cases of individual Clinicians, the “Clinician” may incur fees directly. Except in your capacity as an Expert or in an application to act as an Expert, which the Expert Agreement shall govern, these Terms govern your use of the Platform.

4.7. “Content” refers to any information, including but not limited to citations from medical journals and other public and private systems for use by an Expert to support the generation of their response to a particular Clinician question or request.

4.8. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity, its directors, officers, employees, and agents.

5. Services Overview

5.1. The company provides a software-as-a-service (SaaS) platform that facilitates virtual consultations between treating a clinician ("Clinician") and medical experts ("Experts"). The platform utilizes artificial intelligence (AI) to generate initial draft responses to clinicians' questions, which are then reviewed and finalized by human experts before being shared with the requesting Clinician.

5.2.Eligibility & Account Creation

5.2.1 You are not obligated to register with us in order to access and use the Website. However, certain services of the Platform are available only to users who have registered with us or certain other persons affiliated with us who have been granted accounts (“User Accounts”) with usernames and passwords. You represent and warrant that all required registration information you submit regarding your User Account is truthful and accurate and that you will maintain the accuracy of such information (including email). You may delete your User Account at any time, for any reason, by following the instructions on the Website. Company may suspend or terminate your User Account in accordance with these Terms of Use.

5.2.2. Only certified clinicians under applicable law of their jurisdiction are permitted to access the Platform or be a User. No personally identifiable patient information (PHI) is to be shared by Users on the Platform. If we find PHI used on the Platform, we will delete that information per our legal requirements. If you believe a User has provided PHI information, please get in touch with us.

5.2.3. To prevent fraudulent use of the Company membership program by Clinicians, Clinicians who have purchased memberships are ineligible to participate as Experts for questions they submit on the Platform during the term of their membership unless the Company provides, in writing, that the Clinician may participate and the Company agrees upon such participation. At no time shall Users be both the Clinician and the Expert for a specific question.

5.2.4. You, or your sponsoring institution, must create an account (“Account”) to access the Platform. You and your sponsoring institution agree to provide accurate, current, and complete information that doesn’t infringe on the rights of others at all times when you use the Platform and to update the information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Account password and all activity on your Account, and you will notify The Company immediately of any unauthorized use. We are not liable for any losses caused by any party's unauthorized use of your Account. You and your sponsoring institution agree to keep your contact and billing information (including but not limited to email address) up-to-date and to comply with all billing procedures, including providing and maintaining accurate and lawful billing information for your Account. Your Account is non-transferable except with The Company’s written permission and in line with The Company's policies and procedures. As permitted by applicable law, we may, but have no obligation (unless required by law) to ask Users to provide identification or information related to credentials to use the Platform.

5.2.5. You are responsible for maintaining the confidentiality of your User Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use or suspected unauthorized use of your User Account or any other breach of security. The Company is not liable for any loss or damage arising from your failure to comply with the above requirements regarding your User Account.

5.3. Services Provided

5.3.1. The Company provides Clinicians with the ability to submit medical questions to receive informational advice from medical experts. The platform matches questions with appropriate experts, provides AI-generated draft materials to assist the experts, and transmits the finalized expert responses to the requesting clinicians.

5.3.2.The Company’s Platform allows Clinicians to post questions to Experts in subject-matter categories, facilitates communication with Experts on the Platform via chat, emails, and online message boards, and enables delivery of and access to answers to your questions (“Site Access Benefits”). The Company Platform is an online venue for informational and educational purposes (“Content”) and connects Clinicians with Experts. The Company is not in the business of providing or selling information or education within the Clinician’s or Expert’s area of expertise. The Company is not a healthcare provider, and the Platform does not provide medical advice, diagnosis, or treatment for a specific patient. The Content (i) is intended and presented only for general educational purposes and should not be relied upon or construed to indicate that use of a pharmaceutical or treatment is safe, appropriate, or effective for a specific individual; (ii) is not comprehensive and does not cover all uses, precautions, side effects, warnings, and interactions related to pharmaceuticals or treatments; (iii) may not apply to any specific medical condition; (iv) is only applicable to use in the United States and pharmaceuticals legally available in the United States; (v) has not been reviewed for compliance with federal or state pharmaceutical marketing, advertising, and disclosure statutes or regulations; and (vi) is subject to change without notice. The Company is not responsible for or liable for any advice, course of treatment, diagnosis, or other information or services, including health care services, that a Clinician provides directly to their patient.

5.4. Experts may not be employees or agents of The Company. Experts have sole discretion in selecting which questions from Clinicians to answer, may elect not to answer any questions from Clinicians, and have sole discretion in controlling how to perform any action on the Platform.

5.5. We are not involved in the conversations between any Clinician and an Expert who engages on the Platform. The Company shall not be liable for (a) any acts or omissions by you, (b) content in posts made by Users on the Platform, including questions, answers, requests for information, responses, profiles, Expert signatures, qualifications, comments, profile information, and posts in the Expert Forum and other places where Users communicate with one another (collectively “Posts”), or (c) an Expert’s failure to complete a transaction. You further understand that the Platform offered by The Company Platform is optional and is available only for convenience. Usage of the Platform is not mandatory. You understand that the Content in the Platform may utilize AI language models, and data input into the Platform shall be subject to these Terms, our Privacy Policy, and any other disclosures presented in connection with the Platform. You are solely responsible for transactions and communications you make on the Platform.

5.6. The Company does not refer Clinicians to, endorse, or recommend particular Experts. The Company shall not be liable for any acts or omissions of Experts, Posts, or the ability of Experts to answer questions. We cannot ensure that an Expert will complete a transaction. You understand and acknowledge that The Company cannot and does not edit, modify, filter, screen, monitor, endorse, or guarantee the content of Posts. Notwithstanding the foregoing, the Company reserves the right. Still, it is not obligated to refuse to post or remove any Content and/or remove any User’s access to the Platform for any reason, including violation of these Terms.

5.7. The Platform should not be used for emergency questions or crisis situations (particularly regarding medical or mental health issues).

5.8. The use of the term “Expert” by The Company and on the Platform only describes Users who answer questions on the Platform and does not guarantee any particular level of expertise of these Experts.

5.9. The Company is not responsible for mediating disputes between Clinicians and Experts.

5.10. Every Expert on the Platform has at least one credential, where applicable, relevant to the category in which they are answering questions, and the Company contracts and uses one or more third-party verification services for the Expert-supplied credential. The results of the verifications are only as accurate as the information provided to and by the third-party verification service as of the time of providing information to and by the third-party verification services. The Company cannot warrant or guarantee an Expert's purported identity. It cannot and does not represent, warrant, or guarantee the truthfulness or accuracy of the credentials or identities of Users and information provided by Users, including Experts. You acknowledge that The Company will not be liable for any loss or damages caused by your reliance on any information or content contained in Posts.

5.11. Answers by Experts on the Platform are to be used by Clinicians for general information purposes only. Using the platform does not, in any way, establish a professional or doctor-patient relationship between an Expert and the patient of the Clinician. By answering questions, Experts do not intend to form and do not form doctor-patient relationships with Users of the Platform or the patients of Users of the Platform. The laws, regulations, other governing authorities, standards, practices, and procedures that apply to a particular question or request may differ depending on a User’s location and information typically discovered through in-person evaluations or visits. Experts in some categories may be licensed, certified, educated, employed by, or have experience in only particular jurisdictions. Communications on this Platform are not confidential and shall not be the subject of any associated privileges. Communications on this Platform are limited, as described above, do not involve in-person evaluations or visits, and do not include safeguards and procedures typical of in-person evaluations and visits.

5.12.Additional Premium Service

5.12.1. The Company will not be liable for any acts or omissions in performing Additional Premium Services (or any services) for Users or any issues that may arise before, during, or after any Additional Premium Service.

5.12.2.“Express Responses” is a fee-based service that accelerates Expert responses based on an additional fee.

5.12.3. In addition, the Company may offer additional “Information Only” services beyond the Platform’s standard text-based question-and-answer platform. These Information Only services may be conducted using a voice or video call, chat, email, remote desktop, or any other third-party tool but remain for general informational services only.

5.13.Service Use

5.13.1. The Company platform is limited to licensed medical professionals who have registered as users and have been authorized by the Company. Users must provide accurate credentials that are validated by the Company prior to account activation.

5.13.2. Users agree to provide truthful information in their user profiles and when submitting questions or responses on the platform. Misrepresentation may result in account suspension or termination.

5.13.3. Users must obtain all necessary permissions, including institutional permissions, to utilize the Company platform. They must only use it in compliance with applicable laws and regulations.

5.13.4. Questions submitted by Clinicians must not contain protected health information (PHI) or personally identifiable information (PII). The platform will automatically screen questions and redact any detected PHI/PII.

5.13.5. Clinicians retain sole responsibility for medical decisions regarding patient care. Expert responses are informational only and do not constitute medical advice or treatment recommendations

6. Disclaimers

6.1 The Company provides connections between Clinicians and Experts and makes no guarantees regarding the accuracy, completeness, or timeliness of information transmitted via the platform.

6.2 The Company, its affiliates, partners, and employees assume no liability related to medical decisions, patient treatment or outcomes, or any other reliance on platform communications by users. Users agree to indemnify and hold the Company and its partners harmless from any claims or liability arising from the use of the platform's services.

6.3 While the Company aims to provide continuous system availability, it makes no guarantees regarding uptime or reliability.

7. Privacy, Confidentiality, and Security

7.1 The Company maintains physical, administrative, and technological safeguards to protect the confidentiality and security of information transmitted via the platform. However, it makes no guarantees regarding its ability to prevent unauthorized access or use.

7.2 Users must immediately report any suspected privacy or security breaches related to their Company account or the platform in general.

7.3 All content transmitted via the platform is considered confidential. The company claims no ownership or rights to this content beyond that required to transmit and store it on behalf of users.

8. Plan Changes and Termination

8.1 The Company reserves the right to modify platform functionality, availability, and pricing at any time. Users will be informed of changes that materially impact services.

8.2 These terms of the service agreement will remain in effect until terminated by either users or the Company. Users may terminate their account and participation at any time.

9. Governing Law

9.1 These terms are governed by the laws of Delaware and the exclusive jurisdiction of the federal and state courts located in New York.

10. Modification of Terms or Platform

10.1 Except for Section 18, providing for binding arbitration and waiver of class action rights, The Company reserves the right, at its reasonable and sole discretion, to modify or replace these Terms at any time. You are responsible for reviewing and becoming familiar with any such modifications. If we determine a revision to the Terms, in our sole discretion, is material, we will notify you as required by law. Use of the Platform by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not accept the changes, you must discontinue using the Platform.

10.2 The Company reserves the right at any time to modify, suspend, discontinue, or terminate, temporarily or permanently, the Platform or associated services (or any part thereof), with or without notice. Except for payments or refunds expressly available to you under these Terms (or as required by law), you agree that The Company shall not be liable to you for any modification, suspension, or discontinuance of the Platform.

11. Posts

11.1 Information provided in the form of a Clinician question or an Expert response is considered “Posts.” The company may use Posts for any purpose. Posts are not private or confidential, nor are they protected by doctor-patient or any other privilege, and the Company can make Posts available for use by others for any reason

11.2 As between you and The Company, you will maintain whatever ownership interest you have in and to the Posts you provide on the Site. The Company reserves the right to remove any or all of your Posts, in whole or in part, at any time with or without notice. You are responsible for all Posts you contribute, in any manner, to the Platform, and you represent and warrant you have all rights necessary to do so in the manner in which you contribute it.

11.3 You grant to the Company a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, or create derivative works thereof, that you have in your Posts, in any media now known or not currently known, with respect to any such Posts. This license shall survive termination of the Platform, these Terms, or your Account. The Company does not claim ownership rights in your Posts, and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit your Posts.

11.4 Any information or content publicly posted or privately transmitted through the Platform, including Posts, is the sole responsibility of the person from whom such content originated. You access all such information and content at your own risk. We aren’t liable for any errors or omissions in that information or content or any damages or loss you might suffer in connection with it. You acknowledge and agree that The Company may or may not, in its sole discretion, pre-screen Posts before posting on the Platform but is not obligated to do so. The Company reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit, or remove any Posts, including but not limited to any Post that violates these Terms or is otherwise objectionable. You understand that by using the Services, you may be exposed to Posts that you may consider offensive or objectionable. We cannot control and have no duty to take any action regarding how you may interpret and use Posts or what actions you may take as a result of being exposed to Posts. You hereby release us from all liability for you having acquired or not acquired Posts through the Platform. While we may try to do so, we can’t guarantee the identity of any Users with whom you interact in using the Platform and are not responsible for which Users gain access to the Platform.

12. Prohibitions

12.1 As a User of the Platform, agree you will not use the Platform for any purpose that is unlawful or prohibited by these Terms or any other purpose not reasonably intended by The Company. By way of example, and not as a limitation, you agree not to:

Directly or indirectly manipulate, undermine, or disrupt the integrity of any User or other feedback ratings, reports, or systems on the Platform, including, but not limited to, by filing false reports about other Users;
Establish a professional-client relationship on the Platform;
Use the Platform for purposes of plagiarism in any context or in cheating in the academic setting;
Use any automated programs to lock questions that are posted on the Platform automatically;
Create multiple Accounts on the Platform;
Use another User’s account to access the Platform;
Use methods to disguise your location or otherwise circumvent The Company’s tools to secure the Platform;
Directly or indirectly submit any Posts or otherwise engage in conduct that is fraudulent, inaccurate, infringing, libelous, defamatory, abusive, offensive, obscene, pornographic, or otherwise violates any law or right of The Company or Users or any other third party, including privacy rights, copyrights, or other intellectual property right;
Directly or indirectly submit any Posts linking to affiliate programs, multi-level marketing schemes, or off-topic content;
Violate any federal, state, or local law, statute, ordinance, regulation, or ethical code;
Engage in any defamatory behavior, trade libelous, unlawfully threatening, or unlawfully harassing;
Submit any content containing any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
Except as expressly authorized by The Company, solicit or otherwise request personal information from Users other than information strictly necessary to use the Platform for purposes of the Platform;
Scrape, access, monitor, index, frame, link, or copy any content on the Platform by accessing the Platform in an automated way, using any robot, spider, scraper, or web crawler, or using any method of access other than manually accessing the publicly-available portions of the Platform through a browser or accessing the Platform through any approved mobile application, application programming interface, or client application;
Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Platform;
Violate the restrictions in any robot exclusion headers of the Platform, if any, or bypass or circumvent other measures employed to prevent or limit access to the Platform;
Submit any Posts that advocate illegal activity or discuss illegal activities with the intent to commit them;
Engage in any activity that could cause us to violate any applicable law, statute, ordinance, or regulation;
Resell or make any commercial use of our system or the content on the Platform, including personal information, without our prior written consent;
Provide information on any other websites about The Company, the Platform, or any Posts, unless you expressly state that your statements are not made on behalf of and have not been approved by The Company;
Falsely imply The Company’s endorsement, partnership, or otherwise mislead others as to your affiliation with The Company;
Use the Platform in a way that violates or facilitates violations of these Terms, any other agreement or guidelines that govern the use of the Platform, or attempt to do any of the preceding directly or indirectly;
Recruit, solicit, or contact in any form Experts or Clinicians for employment or any other use not specifically intended by the Platform;
Advertise or solicit expertise not related to or appropriate for the Platform, including, but not limited to, promotes or offers Ponzi schemes, junk mail, spam, chain letters, pyramid schemes, affiliate marketing or unsolicited commercial content, discount cards, credit counseling, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways; and
Access the Platform or content to build a similar or competitive website, product, or service.

12.2 You further understand that The Company has the right, but is not obligated, to monitor the use of the Platform and verify information provided by our Users.

12. 3 Permitted Uses

12.3. 1 You may occasionally print out Posts or Content from the Platform for personal clinical, educational, or research use and/or email individual articles to a colleague, provided that the articles printed and emailed must include a source reference to the Company and its copyright notice.

12.4 Prohibited Uses

12.4.1 Except as expressly permitted in this Agreement, any copying, printing, distributing, or modifying of any Posts or Contents is strictly prohibited. No part of a Post or Content may be copied for resale or other commercial use, posted on public bulletin boards, websites, Internet domains, or online chatrooms, or hyperlinked, indexed, or otherwise utilized by automated software means, including search engines, robots, spiders, crawlers, data mining tools, or any other software that aggregates access to, or the content of, from any Posts or Contents. You agree to comply with all applicable laws, including all US export laws and regulations, in connection with your access and use of the Platform and associated Posts and Content.

12.4.2 You understand that violation of these rules or Terms, more generally, may result in the termination of your Account. You acknowledge and agree that The Company may remove any Posts and terminate any Account at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Posts). The Company further reserves the right to report unlawful activity to law enforcement or other regulatory authorities.

13. Copyright Policy

13.1 The Company respects the intellectual property rights of others and expects its users to do the same. We have adopted and implemented a policy that provides for the termination of users who infringe the rights of copyright holders in appropriate circumstances. If you believe that your work has been copied and is accessible on the SaaS Company's service in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:

The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
Identification of the copyrighted work that you claim has been infringed;
Identification of the material that is claimed to be infringing and information reasonably sufficient to permit the Company to locate the material;
Your name, address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law and
A statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
The Company's Copyright Agent for notice of claims of copyright infringement can be reached as follows:

Name:

Address:

Telephone:

Email:

13.2 Please note that this procedure is exclusively for notifying the Company that your copyrighted material has been infringed.

13.3 The Company may, in appropriate circumstances and at its discretion, disable and/or terminate the Accounts of Users who infringe the intellectual property of others.

14. Fees, Refund, and Cancellation Policy

14.1 Sponsoring Institutions of Clinicians or individually licensed clinicians may pay for their respective memberships. Memberships allow Clinicians to receive Site Access Benefits on the Platform for auto-renewing periods (e.g., monthly, annually) set forth at sign-up time.

14.2 Clinicians of Sponsoring Institutions who elect to pay for memberships are hereinafter referred to as “Member(s),” and your participation in the Platform is a “Membership.” Unless otherwise stated on your sign-up page, when you sign up for or are assigned Membership by your Sponsoring Institution, you and your Sponsoring Institution agree that you are subscribing to an automatically renewing Membership requiring recurring payments at the stated frequency (e.g., monthly or annually) at the then-current price until you cancel. You or your Sponsoring Institution will be charged the first Membership fee and any applicable taxes on the date of Membership purchase or, if applicable, after your free trial ends should such a free trial be offered by the Company. Your Membership will automatically continue at the selected interval. You or Your Sponsoring Institution will continue to be charged at the then-current price (including any applicable taxes) unless at least 24 hours before the end of the current Membership period: (a) You or Your Sponsoring Institution terminate your account; (b) You or Your Sponsoring Institution cancel your Membership (as described below); (c) we decline to renew your Membership; or (d) these Terms are otherwise properly terminated as expressly permitted herein. Membership fees are non-refundable except as expressly outlined in these Terms or in accordance with applicable law. If any Membership fee is not paid on time, or your or Your Sponsoring Institution transaction cannot be processed, we reserve the right to suspend, disable, cancel, or terminate your Membership. You will be responsible for paying all past-due amounts. You acknowledge that billing may not occur on the exact same date of each month or year.

14.3 The Company will send notice of upcoming automatic renewal before renewing your membership as the law requires. We reserve the right to change the terms of your Membership, including price or in-scope Site Access Benefits, from time to time. We will attempt to provide advanced notice of any changes in Membership fees or prices before the next billing cycle, but this will not include notification of changes in applicable taxes. If you do not wish to accept a fee or price change, you or your Sponsoring Institution may cancel your Membership in accordance with these Terms.

15. Pricing

15.1 Users and Members are bound by their Membership Details, so please review them carefully. We may change the terms or fees at any time on a going-forward basis at our discretion. If the pricing for your access increases, we will notify You or your Sponsoring Institution and provide you an opportunity to change your subscription before applying those changes to your account or charging you in connection with an automatic renewal. We may choose, at our sole discretion, to add, modify, or remove benefits and features from a Membership. Your continued use of the Platform after the changes become effective will constitute your acceptance. You or your sponsoring institution may cancel your membership if you do not wish to continue subscribing to the new fees or features. If you accept the new Membership subscription, its terms and conditions will apply to that renewal and all renewals in the future.

15.2 User and Member Fees

15.2.1 Clinicians who wish to use the platform will need to pay a monthly subscription fee. This fee can be paid directly by the clinician or their sponsoring organization. The fees must be paid in advance each month, and failure to make the payment will result in no access to the platform for the upcoming month.

15.3 Question Fees

15.3.1 A fee will be charged to a Clinician for each question asked except when said Clinician or Sponsoring organization applies a “free credit.”

15.4 Express Response Fees

15.4.1. A fee will be charged to a Clinician for each Express Response question asked.

15.5 Additional Premium Services Fees.

15.5.1 Additional Premium Service Fees will be billed at the time of use. Once you accept an offer for Additional Premium Services, your payment method on file, if any, will be automatically charged the Additional Premium Services amount.

15.6 Additional Fees

15.6.1 The Company may charge additional fees, including but not limited to service fees for use of the Platform or for submission of questions, and change such fees as we deem necessary or appropriate for our business.

15.7 Trials & Promotions.

15.7.1 We may offer promotional trial subscriptions to obtain a Membership on a trial basis or access the Platform for free or at a promotional rate, as well as referral discounts or similar free access to Member benefits when you refer a new user(s). If your subscription includes a free trial, you will not be charged the applicable fee during your free trial. To obtain the free trial, you may be required to provide a credit card or other payment method to ensure uninterrupted access and continued use after the expiration of the free trial. Upon completing your free trial, your subscription will automatically convert into a paid Membership. The applicable fees will be applied to the selected payment method unless you cancel your Membership. You may cancel your Membership during your free trial to avoid the charges described above.

15.7.2 If your subscription includes a promotional rate, you will be charged the promotional rate for the relevant number of billing periods. Upon completing that period, your subscription will renew automatically at the full rate. You may only be permitted to use one free trial or discounted price offer. If your Membership is ever canceled or terminated for any reason, and you purchase an additional Membership, you may not be eligible for a free trial or to take advantage of another discounted offer.

15.7.3 Any promotional monies or credits placed into Clinician accounts by The Company for use towards Site Access Benefits on the Platform remain the property of The Company (they never become the property of Clinicians and never become refundable to the Clinician) and unless otherwise stated on the Platform or in an email to a Clinician, will be usable only for thirty (30) days.

16. Payments

16.1 Clinicians or Sponsoring Organizations may pay relevant fees using a credit card or ACH.

16.2 Payment Information.

16.2.1. When you provide payment information, you represent and warrant that the information is accurate and that you are authorized to use the payment method provided for any payments due, including Membership fees, pay-per-question fees, service fees, taxes, and tips or bonuses you elect to provide. You acknowledge that we may process an authorization hold using your payment information to verify the information provided. You are responsible for keeping your payment details current by changing the details in your account settings. If your payment card details change or are due to expire, we may obtain or receive updated payment details from your payment provider, including your card number, expiration date, and CVV (or equivalent). You authorize us to continue to charge your card using the updated information so that you can continue to receive your Membership

16.2.2 If you do not pay any fees when due (for example, due to credit card expiration or insufficient funds), we may suspend or terminate your access to the Platform or your Membership. We also reserve the right to pursue any amounts you fail to pay using the Platform or your Membership.

16.3 Taxes.

16.3.1 Experts are responsible for any and all applicable federal, state, and local taxes, duties, tariffs, levies, withholdings, and similar assessments (including, without limitation, sales, use, and value-added taxes) relating to the subject matter hereunder, excluding taxes based on The Company’s income.

17. Membership Cancellation or Termination

17.1 Sponsoring Institution account’s membership page; (2) sending a written notice of cancellation via e-mail to the Company; (3) talking to a Clinician support agent via our online chatbot; or (4) for subscriptions purchased through a third-party App Store or platform, through that third party. No refunds will be provided for a partial Membership period, and Site Access Benefits will continue until the next billing cycle. Notwithstanding any other terms, The Company reserves the right to cancel your Membership, in its entirety, at any time and for any reason, with or without prior notice. In the event that The Company cancels a Membership, it will refund the current period’s fee (pro-rated months in the case of annual membership).

When You or your Sponsoring Institution cancel a subscription, this cancellation only applies to future charges associated with your membership. Your or your Sponsoring Institution may initiate your cancellation at any time, but the cancellation will become effective at the end of your current subscription period. You or your Sponsoring Institution can cancel your Membership at any time up to 24 hours before the end of the current billing period by (1) clicking the cancel membership button on either the help center page or You or your

18. Payment to Experts

18.1 The Company shall pay each non-employee Expert via ACH or other digital method, including but not limited to Zelle, Venmo, or PayPal, once per month based on the Expert’s performance the previous month.

19. Rating the Expert.

19.1 Experts typically respond to Clinicians’ questions in a timely fashion. If the Expert requests further information before answering your question, you may wish to take advantage of the opportunity to provide more information to the Expert to allow the Expert to help you better. Once the Expert answers your question, you may be asked to rate the Expert's response. The Company does not guarantee that you will receive a response from an Expert or that you will be satisfied with your communication with an Expert.

20. Proprietary Rights and Limited License

20.1 All rights, titles, and interests in and to the Platform are and will remain the exclusive property of The Company and its licensors. All materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto, are the exclusive property of The Company and its licensors. The Platform is protected by copyright, trademark, and other laws in the United States and foreign countries. You acknowledge that the Platform has been developed, compiled, prepared, revised, selected, and arranged by The Company and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute the valuable intellectual property of The Company and such others. Except as explicitly provided herein, nothing in this Expert Agreement gives you a right to use the Company name or any of The Platform trademarks, logos, domain names, and other distinctive brand features. Any other trademarks, service marks, logos, trade names, and other proprietary designations are their respective owners' trademarks or registered trademarks.

20.2 Subject to your complete and ongoing compliance with these Terms, The Company grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Platform. We reserve all rights not expressly granted to you by these Terms.

21. Feedback

21.1 By sending us any feedback, comments, questions, or suggestions concerning The Company, the Platform, or us (collectively, “Feedback”), you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against The Company and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Membership, these Terms, or your participation in the Platform.

22. Third-Party Links & Services

22.1. The Platform may provide or use third-party links to other sites, applications, or resources. Because The Company has no control over such sites, applications, and resources, you acknowledge and agree that The Company is not responsible for the availability of such external sites, applications, or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that The Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource.

22.2. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ANY CONTENT OR POSTS, INCLUDING BUT NOT LIMITED TO ANY OPINIONS, ANSWERS, CITATIONS, OR OTHER CONTENT AVAILABLE THROUGH THE PLATFORM FROM THIRD PARTIES OR OBTAINED FROM A LINKED PLATFORM. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ANSWER, PRODUCT, SERVICE, OR OTHER CONTENT.

23. Duration and Termination of Agreement

23.1. Duration

23.1.1. The agreement between you and The Company reflected by these Terms is effective when you access the Platform (for example, to create an Account) and remains in effect until either you or we terminate the agreement in accordance with these Terms. By using the Platform, you have obtained the right to use and access the Platform for the subscription period for which you or your Institution have agreed to pay subscription fees. At the end of this period, your license and your associated rights, such as technical support, will expire automatically unless you or your Institution have renewed your subscription on the Company’s then-current terms. The Company may embed technology in the Platform, causing it to become inaccessible after your subscription period. The Agreement and your license to use the Platform will also terminate if you fail to comply with any term or condition in this Agreement.

23.2. Restriction Against Transfer

23.2.1. You may not sublicense, assign, share, sell, rent, lease, or otherwise transfer your right to use the Platform (including your username and password) whether by merger, operation of law, or otherwise.

23.3. Termination by Clinicians.

23.3.1. Clinicians may terminate your service and account at your sole discretion and at any time by written notice to support@curbsidemd.ai.

23.3.2. Terminations typically will be effective within seven (7) business days after our receipt of your termination notice. Your account will be closed at that time, and you will no longer enjoy access to your former account. Any fees accrued as of the effective termination date will be payable according to the Terms. The procedure for Experts to terminate their accounts is set forth in this Agreement.

23.4. Termination by the Company

23.4.1. At any time, with or without notice, for any or no reason, The Company reserves the right to modify or discontinue any portion or all of the Platform and to restrict, suspend, and terminate Clinicians’ accounts. The procedure for termination by The Company of Experts’ accounts is set forth in the Expert Agreement. It may take up to 3 business days before cancellation will take effect. We may terminate your right to use the Platform at any time by providing you with notice through the e-mail address we have on file at the time. We may deactivate, terminate or suspend your account or access to the Platform at any time: (a) if we, in our sole discretion, determine that you are or have been in violation of these Terms; (b) if we in our sole discretion, determine that you have created risk or possible legal exposure for the Company; (c) in response to requests by law enforcement or other government agencies; (d) upon discontinuance or material modification of the Platform, (f) upon the termination of the applicable Service Agreement; or (e) due to unexpected technical issues or problems.

23.5. Termination will not limit any of our other rights or remedies. Any provision that must survive in order to give proper effect to the intent and purpose of these Terms shall survive termination.

23.6. Termination of our relationship will terminate any rights and license we have provided to you in these Terms. In such an event, you must immediately discontinue using the Platform. Any sections of these Terms, which by their nature survive termination, will survive.

23.7. We have no obligation to store any of the information that you have uploaded into the system or any responses to any of your questions (User Content). You agree that we will not have any obligation to store User Content after the termination of your account, and we shall have the right to delete User Content permanently.

24. Survival.

24.1 Sections 2, 4, 6, 7, 8, 10, 11, 14, 16, 17, 18, 19, 21, and 23 of this Agreement, and any other provisions necessary to effectuate those sections, shall survive termination.

25. Indemnity and Release

25.1. You agree to release and to indemnify, defend, and hold harmless The Company and its parents, subsidiaries, affiliates, and agents, as well as the officers, directors, employees, shareholders, and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs), claims, actions, inquiries, or investigations of any kind whatsoever arising out of or resulting from your use of the Platform, your violation of these Terms, and any of your acts or omissions that implicate publicity rights, defamation, or invasion of privacy. At its own expense, the Company reserves the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you, and, in such case, you agree to cooperate with The Company in the defense of such matter.

25.2. In the event that you have a dispute with one or more other users, you release The Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Platform. If you are a California resident, you waive California Civil Code Section 1542, which provides:

25.2.1. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release and that, if known by them, would have materially affected their settlement with the debtor or released party.

25.3. If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

26. Terms For Notifications

26.1. By registering for the Platform, you consent to receive communications from us, including calls, emails, push notifications, and text messages to the contact information provided during sign-up. For example, we may text you with transactional alerts about your account. You may also sign up for marketing or promotional notifications. Any notifications we send you are subject to our Terms For Notifications. Clinicians are responsible for any and all costs they may incur in receiving these notifications. You may opt out of receiving certain communications by following the unsubscribe options we provide. You acknowledge that opting out of receiving communications may impact your use of the Platform.

27. Disclaimers

27.1. Neither The Company nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Platform. We will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Platform. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of the Platform or products offered or purchased through the Platform. Products and Platform purchased or offered (whether or not following such recommendations and suggestions) through the Platform are provided “AS IS” and without any warranty of any kind from The Company or others.

27.2. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT HAVE AN OBLIGATION BUT RESERVES THE RIGHT, FOR ANY REASON, TO (A) MONITOR, REVIEW, AND/OR REMOVE USER CONTENT OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND CHECKS ON ANY USER. THE PLATFORM AND CONTENT ARE PROVIDED BY THE COMPANY (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT THE RESULTS OR CONTENT THAT MAY BE OBTAINED FROM THE PLATFORM WILL BE ACCURATE OR RELIABLE OR THAT THE QUALITY OF ANY PRODUCTS, PLATFORM, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

27.3. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY USER. YOU UNDERSTAND THAT THE COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF EXPERTS OR CLINICIANS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. THE COMPANY EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF USERS OR THIRD PARTIES. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE PLATFORM, FROM THIRD PARTIES (SUCH AS EXPERTS OR OTHERS) OR A LINKED PLATFORM, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. USE OF THIS PLATFORM IS AT THE USER’S SOLE RISK.

27.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY.

27.5. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

28. Limitation of Liability

28.1 TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL THE COMPANY, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, JOINT VENTURERS, CONSULTANTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS PLATFORM AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. IN NO EVENT WILL OUR LIABILITY, AND THE LIABILITY OF OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, EXCEED ANY AMOUNT, IN THE AGGREGATE, HIGHER THAN THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO THE COMPANY IN CONNECTION WITH THE PLATFORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. THE LIMITATIONS ON DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AND ARE MATERIAL TO THE COMPANY’S DECISION TO ENTER INTO THE AGREEMENT BETWEEN THE COMPANY AND YOU. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

29. Arbitration and Class Action Waiver
29.1. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

29.2. If you are using the Platform as an Expert (as defined in the Expert Agreement) with a dispute, claim, or controversy of any sort and any nature (collectively, “dispute”) against The Company in your capacity as an Expert, then the arbitration agreement in the Expert Agreement applies instead of this one. If your dispute with The Company follows in your capacity as a User who is not using the Platform in your capacity as an Expert, then the following dispute resolution provisions apply.

29.3. If you have a dispute with The Company or if The Company has a dispute with you and such dispute cannot be resolved informally, such dispute will be resolved on an individual basis in accordance with the provisions set forth below:

29.3.1. Initial Dispute Resolution

29.3.1.1 Our Support Department is available to address any concerns you may have regarding the Platform. Our Support Department can resolve most concerns quickly to our Users’ satisfaction. The parties shall use their best efforts through this Support process to settle any dispute, claim, question, or disagreement and engage in good faith negotiations, which shall be a condition to either party initiating a lawsuit or arbitration. Failure to engage in this process could result in awarding fees against you in arbitration. To adequately engage in initial dispute resolution, each party must notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to (a) the User’s email address on file with The Company, (b) CurbsideMD, Inc. address, or (c) our legal team, whichever is applicable (“Dispute Notification”). The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond. The other party then has 15 days to reply to the response.

29.4. Binding Arbitration

29.4.1. If the parties do not reach an agreed-upon solution within 30 business days from when the informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. This agreement to arbitrate is a contract governed by the Federal Arbitration Act, 9 U.S.C. section 1, et seq., and evidences a transaction involving commerce. Specifically, all claims arising out of or relating to these Terms (including their formation, performance, and breach), the Parties' relationship with each other, and/or your use of the Platform and any Platform made available through the Platform shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class or representative actions and except that each party will be permitted at least one deposition unless forbidden by JAMS. If, for any reason, JAMS is unable to administer arbitration, either party may apply to a court to appoint an arbitrator pursuant to 9 U.S.C. section 5.

29.4.2. Except as explicitly set forth in this Section 18, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator shall also be empowered to consolidate claims raised between the same parties to a single arbitration proceeding. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to resolve or narrow issues in dispute efficiently. The arbitrator’s award shall be written and binding on the parties. It may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect on issues or claims in any dispute with anyone who is not a named party to the arbitration.

29.4.3. The Streamlined Arbitration Rules governing the arbitration may be accessed at www.jamsadr.com or by calling JAMS at (800) 352-5267. If you commence arbitration in accordance with these Terms, you will be required to pay $250 to initiate the arbitration. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require The Company to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration non-frivolous, The Company will pay the remaining filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases.

29.4.4. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).

29.4.5. The parties agree that JAMS has the discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you. You waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 29 while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.

29.4..6. The parties understand that absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, arbitration costs could exceed litigation costs, and the right to discovery may be more limited in arbitration than in court.

29.4.7. Location

29.4.7.1. If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. You and The Company agree to submit to the personal jurisdiction of any federal or state court in Ada County, Idaho, to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

29.4.8. Class Action Waiver

29.4.8.1. The parties further agree that any arbitration shall be conducted in their capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

29.4.8.2. Notwithstanding any other provision of these terms, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

29.4.9. Exception - Litigation of Intellectual Property and Small Claims Court Claims

29.4.9.1. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement.

29.4.10. 30-Day Right to Opt Out

29.4.10.1. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to the designated company email address. The notice must be sent within 30 days of your first use of the Platform, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, The Company will not be bound by them.

29.4.11. Changes to this Section.

29.4.11.1. The Company will provide 30 days notice of any changes affecting the substance of this Section 18. Changes will become effective on the 30th day. If you continue to use the Platform after the 30th day, you agree that any unfiled claims of which The Company does not have actual notice are subject to the revised clause.

30. Venue and Governing Law

30.1 . For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and The Company agree to submit to the personal and exclusive jurisdiction of any venue in the federal and state courts of Delaware. You further agree to accept service of process by mail and waive any jurisdictional and venue defenses otherwise available.

30.2. The Terms and the relationship between you and The Company shall be governed by the laws of the State of Delaware without regard to conflict of law provisions.

31. Application License

31.1. In consideration of the fees paid to the Company and your acceptance of this Agreement, the Company grants you a non-exclusive, non-transferable license and right to use and access the Platform in accordance with the applicable subscription terms of this Agreement and as may be further provided in Company’s separate invoice terms or any additional subscription and license terms, including, but not limited to, a Master Agreement, entered into by and between the Compay and you and/or the Institution.

31.2. INDIVIDUAL

31..2.1. An individual subscription permits one individual to access and use the Platform for their use only by loading the software on a single computer (i.e., within a single CPU) at a fixed location, by loading or accessing the Platform on or from a mobile device (e.g., a tablet or smartphone) (a “Mobile Device”), or by using their unique user name and password to access the Platform from any location via the Internet.

31.3. INSTITUTIONAL SUBSCRIPTION

31.3.1. An institutional subscription permits only certain individuals employed by or affiliated with the relevant Institution to access and use the Platform from any Internet-connected computer or any Mobile Device validated by using their unique username and password to access the Platform.

32. General

32.1. Entire Agreement.

32.1.1. These Terms (and any additional terms, contracts, rules, and conditions that The Company may post on the Platform), the Privacy Policy, and, if applicable, the Expert Agreement constitute the entire agreement between you and The Company with respect to the Platform and supersede any prior agreements, oral or written, between you and The Company. For those Users who have become Experts, nothing in this Agreement supersedes the terms of the Expert Agreement, and in the event of a conflict between this Agreement (or later versions of this Agreement) and the Expert Agreement, the terms of the Expert Agreement shall prevail. This Agreement, the Privacy Policy, and disclaimers will prevail over FAQs and other rules and policies on the Platform.

32.2. Miscellaneous Terms

32.2.1. Export: You agree that our services are subject to U.S. export controls and agree that you will comply with the same and represent that you are neither located in a sanctioned country nor a prohibited person. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from the Company or any products utilizing such data in violation of the United States export laws or regulations.

32.2.2. Entire Agreement: This Terms of Use constitutes the sole Agreement between you and the Company relating to your use of the Website Content, and no representations, understandings, statements, or inducements, oral or written, not contained in this Agreement shall bind either you or the Company.

32.3. Severability

32.3.1. We both agree that if we cannot enforce a part of these Terms of Use as written due to a conflict with state or federal law, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions.

32.4. No Assignment

32.4.1. You may not assign, transfer, or delegate your rights or obligations within these Terms of Use in whole or in part without our prior written consent. We may freely transfer, assign, or delegate all or any part of these Terms of Use. These Terms of Use shall be binding upon and inure to the benefit of each of the parties, their heirs, successors, and permitted assignees of the parties.

32.5. No Waiver

32.5.1. Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of these Terms of Use, shall not be considered waiver thereof, which can only be made by signed writing. No waiver by the Company of any right under this Terms of Use Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

32.6. General

32.6.1. The performance of the Company hereunder is subject to interruption and delay due to causes beyond its reasonable control, including acts of God, acts of government, war, civil disorder, fire, power failure, equipment failure, labor dispute, inability to obtain necessary supplies, and the like.

32.7. Survival

32.9.1. Notwithstanding any provision in this Agreement to the contrary, the following provisions shall survive termination or expiration of the Agreement: Disclaimer; Limitation of Liability; Assumption of Risks; Indemnification; Intellectual Property; Third-Party Content; Miscellaneous Terms.

32.8. Waiver and Severability.

32.8.1. If any provision(s) of the Terms is held by an arbitrator or court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties and the other provisions shall remain in full force and effect. The Company’s failure to exercise or enforce any of the Terms shall not constitute a waiver of The Company’s right to exercise or enforce the Terms as to the same or another instance.

32.9. Assignment.

32.91. You agree that The Company may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason, including, but not limited to, because your interaction with other users of the Platform, the pricing offered, and the fraud mechanisms in place are based upon individual usage.

32.9.2. These Terms inure to the benefit of and will be binding upon our and your permitted successors and assigns. You must not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent.

32.10. Section Titles.

32.10.1. The section titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance.

32.11. Statute of Limitations.

32.11.1. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

32.12. Notice.

32.12.1. The Company may give notice by any means of communication reasonably anticipated to notify you. The Company may provide you with notices, including those regarding changes to the Terms, by posting them on the Platform. You agree that we may also send you a notice via email to the email address you have provided. We are not responsible for your failure to receive notice if the email is quarantined by your email security system (e.g., “junk” or “spam” folder) or if you fail to update your email address.

32.12.2. You agree that all notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing or delivered in a particular manner. You agree that you can store such electronic communications so that they remain accessible to you in an unchanged form. By way of example only, such communication may be a general notice on the Platform or via email to the email address listed on your Account. You must update your Account information so we may contact you as necessary. Such notice shall be deemed to have been given 48 hours after dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be deemed to have been given seven (7) days after dispatch. Except as explicitly described in the “Arbitration and Class Action Waiver” section, you may give notice to The Company (such notice shall be deemed given when received by The Company) at any time by contacting us in writing through The Company’s Help Center.

32.13. No Third-Party Beneficiaries.

32.13.1. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

32.14. Independent Contractor.

32.14.1. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company due to the Terms or use of the Platform.

32.15. Headings.

32.15.1. The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and shall not be deemed to limit or affect any of the provisions hereof.

32.16. Form of Agreement.

32.16.1. A printed version of these Terms and any related notice given in electronic form shall be admissible in arbitral, judicial, or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

33. Contact Us
If you have questions about these Terms, please get in touch with us at info@curbsidemd.ai.

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