Description of Users and Acceptance of Terms
Through our Platform, we offer on-demand prescription drug delivery services (together, with any related or ancillary services, or any updates, new features, or enhancements to such services, the “Services”). We provide our Visitors, Users, and Partners access to our Platform and Services as described below:
- Visitors. Visitors, as the term implies, are individuals who are not registered with us, but who want to explore our publicly available content. Visitors can: (i) view all publicly available content on the Platform; and (ii) e-mail us. No registration is required for Visitors.
- Users. Users can do all the things Visitors can do, and can: (i) create, access, manage, and update User accounts; and (ii) access and use our Platform and Services on their own behalf. Registration is required for Users.
- Partners. Partners include healthcare providers, pharmacists and pharmacies, and payers. Partners can do all the things Visitors can do, and can: (i) create, access, manage, and update Partner accounts; and (ii) access and use our Platform and Services on behalf of their patients, customers, or members. Registration is required for Partners.
We are under no obligation to accept any individual as a User, and we reserve the right to accept or reject any User registration in our sole discretion. In addition, we may suspend a User’s access to our Platform or stop providing our Services to a User if the User does not comply with this Agreement or our other policies or if we are investigating suspected misconduct.
Medzoomer is concerned about the safety and privacy of children. For this reason, you must be at least eighteen (18) years of age to use our Platform and Services. Otherwise you may use the Platform and Services only with the involvement of a parent or guardian. By registering, accessing, or using our Platform or Services as a User you represent and warrant that you are a person at least 18 years of age. You, as a parent or guardian of a minor child, may use the Platform or Services as a User on behalf of such minor child. You, as an authorized caregiver of another person, may use the Platform or Services as a User on behalf of such other person for so long as you remain an authorized caregiver of such person. You acknowledge that Medzoomer does not direct the Platform or Services to children younger than 13 years of age.
License to Use our App
Subject to this Agreement and to any additional terms and conditions related to our App, Medzoomer hereby grants Users, during the term of this Agreement, a limited, non-exclusive, non-transferable, revocable license (“License”) to download and install a copy of the App on a single mobile device the User owns or controls, and to run that copy of the App solely for the User’s personal use. We reserve all rights in and to the App not expressly granted to Users under this License. This License terminates upon termination of this Agreement for any reason.
In consideration for using our Services and the License to use our App, you agree to pay all fees specified by our Platform, as we may, in our sole discretion, change from time to time (the “Fees”). You authorize us to charge your stored payment method in order to collect any Fees due in connection with your use of our Services.
You acknowledge that you are solely responsible for the completeness and accuracy of any information you provide to us. Although we disclaim any legal duty to verify the accuracy of any information you provide to us when creating an account, if we believe any information you provide is not current, complete, and accurate, we have the right to refuse access to our Platform and Services. To protect your Medzoomer account, keep your password confidential. You acknowledge that you are solely responsible for any activity that happens on or through your Medzoomer account, whether or not you authorized such activity. If you learn of any unauthorized use of your Medzoomer account or password, or any other breach of security related to your account, you must contact us at Support@MedZoomer.com. We are not liable for any loss you or another party may incur as a result of someone else using your account or password without your knowledge. However, you may be held liable for losses incurred by Medzoomer or another party as a result of someone else using your account or password. You may not use anyone else’s account at any time. Your failure to provide us complete and accurate information, to protect your Medzoomer account and password, or to report unauthorized use of your Medzoomer account or password may constitute a Prohibited Act or breach of this Agreement.
Using our Platform and Services
You may not use our Platform or Services other than as expressly permitted by this Agreement. You may not misuse our Platform or Services or use our Platform or Services in any manner that violates any law or violates or infringes the rights of any party. You may not attempt to access our Platform or Services using a method other than the interfaces and instructions we provide. You may not attempt to damage, corrupt, tamper with, or infect our Platform or Services or any of our information or telecommunication systems with viruses or other malicious computer programs.
You agree that you will not, nor will you permit anyone else to, directly or indirectly (a) use manual or automated software, devices, scripts robots, crawlers, browser plugins or add-ons, or any other means or processes to access, index, survey, scrape, crawl, spider, or otherwise data mine our Platform or Services or any related information; use bots or other automated methods to access our Platform or Services; monitor our Platform or Services’ availability, performance, or functionality for any competitive purpose; engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of our Platform or Services; override any security feature of our Platform or Services; (b) interfere with the operation of, or place an unreasonable load on, our Platform or Services, by means including but not limited to spam, denial of service attack, viruses, gaming algorithms; (c) collect, copy, modify, reproduce, translate, localize, port, or otherwise create or use derivatives or copies of any part of our Platform or Services or any information from Medzoomer, except as expressly permitted under this Agreement; (d) transfer, rent, lease, lend, resell, distribute, sublicense, sell, transfer, or otherwise use or commercially exploit our Platform or Services or any related information; (e) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or underlying algorithms of all or any part of our Platform or Services; (f) remove or alter any copyright, trademark, or other intellectual property or proprietary notices or labels on or in our Platform or Services, any other intellectual property of Medzoomer, or any other element of our Platform or Services, in whole or in part, except as and only to the extent any of the forgoing restrictions are prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the App; (g) use the App in any manner inconsistent with its design.
Any of the foregoing shall be deemed a “Prohibited Act.” Any use of Medzoomer’s Platform or Services in any manner deemed a Prohibited Act here or elsewhere in this Agreement is a breach of this Agreement.
Medzoomer and its licensors, if any, own and retain all proprietary rights to Medzoomer, the Platform and Services, all software and other technology relating to the Platform and Services, and all text, images, data, information, and other content (collectively, the “Medzoomer Content”) including all intellectual property rights therein, displayed, available, or appearing on the Platform. The software coding and the look and feel of our Platform and Services are copyrighted by and the property of Medzoomer and all rights are reserved to Medzoomer.
Medzoomer Content is protected under both United States and foreign laws and unauthorized use of Medzoomer Content may violate copyright, trademark, and other laws. Furthermore, elements of our Platform or Services are protected by trade dress, trademark, unfair competition, and other state and federal laws, and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors. None of the Medzoomer Content may be retransmitted without our express, written consent for each and every instance. You have no rights in or to Medzoomer Content, and you may not use Medzoomer Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Medzoomer Content. You may not sell, transfer, assign, license, sublicense, or modify Medzoomer Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use Medzoomer Content in any way for any public or commercial purpose. The use or posting of Medzoomer Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
Trademarks. The trademarks, service marks, and logos of Medzoomer (the “Medzoomer Trademarks”) located, used, or displayed on the Platform or Services are registered and unregistered trademarks or service marks of Medzoomer. Other company, product, and service names located, used, or displayed in connection with the Platform or Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the Medzoomer Trademarks, the “Trademarks”). The offering of the Platform or Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Platform or Services without our prior written permission specific for each such use. The Trademarks may not be used to disparage Medzoomer, any third party, or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Medzoomer approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Medzoomer Trademark shall inure to Medzoomer’s benefit.
Patents; Copyrights. A number of issued patents and patents pending may apply to the Platform or Services. The Platform and Services are also protected by copyrights owned by Medzoomer and/or third parties. If you copy portions of the Platform or Services you are violating these patent rights and copyrights.
Violation of any part of this section is a Prohibited Act, and such violation shall terminate your permission to access and use Medzoomer Content and the Platform and Services, and you must immediately destroy any copies you have made of Medzoomer Content.
User Generated Content
Users may post, create, upload, submit, store, send, or receive content to or through our Platform or Services (“User Generated Content”).
You expressly acknowledge and agree that once you submit User Generated Content to or through our Platform or Services, you give Medzoomer and those we work with a worldwide, royalty-free, perpetual, transferable, irrevocable, sub-licensable, non-exclusive right and license to copy, record, synchronize, transmit, format, host, store, reproduce, modify, compile, combine with other content, adapt, translate, sell, create derivative works of, communicate, publish, perform, display, promote, link to, distribute, and otherwise use or exploit, in any form or media, such User Generated Content. The rights you grant us in this license are for the limited purpose of operating, promoting, and improving our Platform and Services, and developing new ones. You hereby waive any and all moral right to use the name you submit with your User Generated Content. You represent and warrant that you have the necessary rights, power, and authority to grant us this license. This license continues even after you stop using our Platform or Services.
Medzoomer does not claim, and you do not transfer, any ownership rights in any of your User Generated Content and nothing in this Agreement restricts any rights you may have to use and exploit your User Generated Content outside of our Platform and Services. You retain ownership of any intellectual property rights that you hold in your User Generated Content.
You represent and warrant that your User Generated Content does not infringe, violate, misappropriate, or otherwise conflict with the rights of any third party, including but not limited to privacy and intellectual property rights, and that your User Generated Content complies with all applicable laws and regulations. You further represent and warrant that the use of your User Generated Content by Medzoomer or its affiliates as permitted by this Agreement does not and will not infringe, violate, misappropriate, or otherwise conflict with the rights of any third party.
You expressly acknowledge and agree that once you submit User Generated Content to or through our Platform or Services, it will be accessible by others, and you have no expectation of or right to confidentiality or privacy with respect to such User Generated Content, including but not limited to, any personally identifying information that you may make available, and that your User Generated Content may be disclosed through the Platform or Services to unknown persons and without control by Medzoomer.
You expressly acknowledge and agree that you, and not Medzoomer, are entirely responsible for User Generated Content that you post, create, upload, submit, store, send, or receive to or through our Platform or Services and that your User Generated Content does not contain any libelous, defamatory, or obscene material or other content that violates the terms of this Agreement. We do not endorse any User Generated Content and nothing in this Agreement obligates us to use any User Generated Content. We may remove User Generated Content that violates the terms of this Agreement, or that is offensive or otherwise unacceptable to us in our sole discretion.
Violation of any part of this section is a Prohibited Act, and such violation may terminate your permission to access and use Medzoomer Content and the Platform and Services.
Other Content and Services
Our Platform or Services might display content that is not Medzoomer’s. This content is the sole responsibility of the entity that makes it available. We may, but we are not required to, review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law.
We may alter, suspend, or discontinue our Platform or Services in whole or in part, at any time and for any reason, with or without notice. In addition, one or more features of the Platform or Services may be temporarily unavailable from time to time for maintenance or some other purpose.
We may, in our sole discretion, terminate or suspend a User’s access to our Platform or ability to use our Services, in whole or in part, at any time for any reason, with or without notice, including but not limited to a breach or suspected breach of this Agreement or a violation or suspected violation of law by the User. If Medzoomer notifies a User that the User’s access to our Platform or ability to use our Services is terminated or suspended, such User shall immediately cease and desist from all such access or use.
Term, Termination, Survival
This Agreement is effective on the earlier of (i) the date you accept this Agreement, or (ii) the date you first register, access, or use our Platform or Services, and will continue until terminated in accordance with this Agreement. This Agreement automatically terminates upon (i) your breach of this Agreement, or (ii) your failure to comply with any terms or conditions of this Agreement or any Medzoomer policy, as determined by Medzoomer in its sole discretion, or (iii) your performance of any Prohibited Act described or defined herein. Medzoomer may terminate this Agreement at any time for any reason, with or without notice. You may terminate this Agreement at any time by ceasing to use the Platform and Services and by deleting or otherwise destroying all full or partial copies of the App. Upon termination of this Agreement for any reason, you shall cease all use of the Platform and Services and delete or otherwise destroy all full or partial copies of the App. Sections of this Agreement titled “Intellectual Property,” “User Generated Content,” “Term, Termination, Survival,” “No Endorsement,” “Disclaimers,” “Limitation of Liability,” “Release; Indemnification,” “Dispute Resolution,” and “General” shall survive any termination of this Agreement.
No Pharmacy-Patient or Doctor-Patient Relationship; No Medical Advice
You expressly acknowledge and agree that (1) Medzoomer is not a pharmacy or healthcare provider; (2) Medzoomer does not provide any medical or other professional advice, opinion, diagnosis, or treatment, or otherwise engage in the practice of pharmacy or medicine in connection with our Platform or Services; and (3) using the Platform or Services does not create any pharmacy-patient or doctor-patient relationship between you and Medzoomer. You further expressly acknowledge and agree that your reliance on any information provided by Medzoomer is solely at your own risk.
You expressly acknowledge and agree that your healthcare provider is solely responsible for transmitting complete and accurate prescription information to a pharmacy in accordance with your instructions. You further expressly acknowledge and agree that you are solely responsible for (1) ensuring that all prescriptions delivered to you through our Platform and Services were properly fulfilled; (2) consuming all such prescriptions in accordance with instructions or directions provided by your healthcare provider and the pharmacist dispensing your prescriptions; and (3) storing all prescriptions delivered to you through our Platform and Services in accordance with the guidelines provided by your healthcare provider, the pharmacist dispensing your prescriptions, and the manufacturer of such prescription drugs.
Medzoomer does not recommend or endorse any specific products, services, physicians, tests, procedures, opinions, or other information that may be available on our Platform.
Authorization to Transfer Prescriptions to Preferred Pharmacies
If your prescription has been transmitted to or filled at a pharmacy that does not participate in the Medzoomer Preferred Network (a “Non-preferred Pharmacy”), we may offer you the option to have your prescription transferred to and filled at a pharmacy within the Medzoomer Preferred Network (a “Preferred Pharmacy”). By using our Platform or Services, you hereby authorize us facilitate the transfer of your prescription(s) from any Non-Preferred Pharmacy to any Preferred Pharmacy.
MEDZOOMER DOES NOT ENDORSE OR RECOMMEND ANY PHARMACY, HEALTHCARE PROVIDER, OR PRESCRIPTION DRUG. MEDZOOMER DOES NOT MAKE ANY GUARANTEES, REPRESENTATIONS, OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, OR ANY INFORMATION PROVIDED TO YOU BY ANY THIRD PARTY. YOU ACKNOWLEDGE THAT IN NO EVENT SHALL MEDZOOMER BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY YOU OR ANY OTHER PARTY IN RELIANCE ON ANY SUCH INFORMATION.
YOU UNDERSTAND AND AGREE THAT THE PLATFORM AND SERVICES ARE PROVIDED SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER MEDZOOMER NOR ANY OF MEDZOOMER’S LICENSORS MAKE ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND AND EACH OF THEM DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, RESULTS, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, EFFECTIVENESS, COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS, OR THAT ANY FEATURE OF THE PLATFORM OR SERVICES WILL OPERATE ERROR-FREE, THAT DATA WILL NOT BE LOST, SECURITY, OR THAT ANY FEATURE OF THE PLATFORM OR SERVICES IS FREE OF VIRUSES OR HARMFUL CODES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER MEDZOOMER NOR ANY OF MEDZOOMER’S LICENSORS MAKE ANY WARRANTY THAT THE CONTENT OF PLATFORM OR SERVICES SATISFIES GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS. THE PLATFORM OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF COMPUTER SOFTWARE AND HARDWARE, THE NTERNET, AND ELECTRONIC COMMUNICATIONS. MEDZOOMER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR DAMAGE OF ANY KIND RESULTING FROM SUCH LIMITATIONS, DELAYS, AND OTHER PROBLEMS, INCLUDING BUT NOT LIMITED TO ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. IN NO EVENT SHALL MEDZOOMER BE LIABLE FOR ANY LOSS OR DAMAGE, DELAY IN PERFORMANCE, OR NONPERFORMANCE CAUSED BY EQUIPMENT MALFUNCTION OR BREAKDOWN, NETWORK OR PIPELINE DISRUPTION, SEVERE WEATHER CONDITIONS, INFORMATION UNAVAILABILITY, STRIKES OR OTHER LABOR DISPUTES, RIOTS, FIRE, INSURRECTION, WAR, FAILURE OF CARRIERS, ACCIDENTS, ACTS OF GOD, OR ANY OTHER CAUSES BEYOND MEDZOOMER’S CONTROL. MEDZOOMER HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, REGARDING ANY PHARMACY OR HEALTHCARE PROVIDER’S QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, OR ACCURACY IN FULFILLING ANY USER’S PRESCRIPTIONS OR DIAGNOSING OR TREATING ANY MEDICAL CONDITION. MEDZOOMER HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY INCORRECTLY PROCESSED PRESCRIPTIONS BY ANY PHARMACY OR ANY INACCURATE INFORMATION PROVIDED BY ANY USER OR BY ANY USER’S HEALTHCARE PROVIDER. MEDZOOMER HEREBY EXPRESSLY DISCLAIMS ANY LIABILITY FOR CANCELLED OR OTHERWISE UNFULFILLED OR UNDELIVERED ORDERS FOR PRESCRIPTION DRUGS OR ANY INJURY OR DEATH RESULTING THEREFROM. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability
IF YOU ARE DISSATISFIED WITH THE PLATFORM OR SERVICES OR ANY OF MEDZOOMER’S TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES, OR PRACTICES, OR OTHERWISE HAVE A DISPUTE WITH MEDZOOMER, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USING OUR PLATFORM AND SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEDZOOMER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE PLATFORM OR SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST DATA OR CONTENT, LOSS OF PROFITS, WORK STOPPAGE, BUSINESS INTERRUPTION, MEDICAL MALPRACTICE OR NEGLIGENCE OF ANY HEALTHCARE PROVIDER, PHARMACY, OR OTHER PARTY UTILIZED THROUGH USE OF THE PLATFORM OR SERVICES, EVEN IF MEDZOOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (C) ANY USER GENERATED CONTENT, AS DEFINED IN THIS AGREEMENT, OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES, OR (D) ANY MATTERS BEYOND MEDZOOMER’S REASONABLE CONTROL. THE MAXIMUM AGGREGATE LIABILITY OF MEDZOOMER FOR ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THE PLATFORM OR SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES THAT YOU PAID US IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM OR IF PAID NO SUCH FEES, ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You expressly acknowledge and agree that Medzoomer has no special relationship with or fiduciary duty to you and that Medzoomer has no control over any services provided to you by any pharmacy or healthcare provider. You, for and behalf of you and your heirs, administrators, executors, successors, and assigns (the “Releasing Parties”) hereby agree to release, waive, and discharge all claims which may arise against Medzoomer and its affiliates, officers, directors, employees, contractors, and licensors (the “Released Parties”), including claims based on any Released Party’s alleged or actual negligence, breach of this Agreement, or breach of any express or implied warranty, arising out of or related to the Platform or Services or this Agreement. Released Parties shall not be liable to Releasing Parties for any damages, whether direct, indirect, incidental, consequential, or otherwise, losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way related to the Platform and Services or this Agreement.
You agree to indemnify, defend, and hold harmless Medzoomer and its affiliates, officers, directors, employees, contractors, and licensors from any and all claims, demands, losses, liabilities, and expenses, including attorneys’ fees, arising out of or in connection with (i) your use of the Platform or Services or prescriptions obtained through your use of the Platform or Services; (ii) your breach of violation of this Agreement; (iii) a Released Party’s use of your User Generated Content; or (iv) your violation of the rights of any third party.
If you have a question or concern about our Platform or Services, please contact us first. We will try to answer your question or resolve your concern.
Binding Arbitration. In the unlikely event that Medzoomer is unable to resolve your concerns, you agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform or Services (collectively, “Disputes”) will be settled by binding arbitration between you and Medzoomer, except that each party retains the right to bring an individual action in small claims court and the right 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. You acknowledge and agree that you and Medzoomer are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Medzoomer otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the 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. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this 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 law 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
Arbitration Location and Procedure. Unless you and Medzoomer otherwise agree, the arbitration will be conducted in Hillsborough County, Florida. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Medzoomer submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
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 damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the 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. Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against Medzoomer and the value of the relief sought is ten thousand dollars ($10,000) or less, then Medzoomer will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). If the circumstances in the preceding sentence apply, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be prohibitively more expensive than a court proceeding, then Medzoomer will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding, subject to reimbursement as set forth below. In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse Medzoomer for all such costs and expenses that Medzoomer paid and that you would have been obligated to pay under the AAA rules. Just as in any court proceeding, each party will initially bear its own attorneys’ fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party’s request, the arbitrator shall award such prevailing party the reasonable attorneys’ fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relates to your personal use of the Platform or Services, rather than business use. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys’ fees and expenses upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
Changes. Notwithstanding any modification-related provisions herein, if Medzoomer changes this “Dispute Resolution” section after the date you first accepted this Agreement, or accepted any subsequent changes to this Agreement, you may reject any such change by providing Medzoomer written notice of such rejection by mail or hand delivery to: Medzoomer, LLC, Attn: CEO, 601 N. Ashley Dr, Suite 1100-93591, Tampa, Florida 33602, or by email from the email address associated with your account to Support@MedZoomer.com, within 30 days of the date such change became effective, as indicated in the “Last update” date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and Medzoomer in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted this Agreement, or accepted any subsequent changes to this Agreement.
Notices. All notices under this Agreement shall be in writing and shall be delivered in person, or by registered or certified mail, return receipt requested, or sent by a nationally recognized overnight delivery service. If to Medzoomer, all notices shall be sent to Medzoomer, LLC Attn: CEO, 601 N. Ashley Dr, Suite 1100-93591, Tampa, Florida 33602. If to a User, all notices shall be sent to the User’s mailing address or email address provided to Medzoomer by the User when signing up to use the Platform or Services or installing the App. Notices by registered or certified mail shall be deemed delivered five days after mailing, and notices by overnight courier shall be deemed delivered one day after deposit with such courier. Notices by Medzoomer to a User by email shall be deemed delivered when received.
Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the fullest extent possible.
Waiver. No failure or delay by Medzoomer to insist upon the strict performance of any term, condition, or covenant of this Agreement, or to exercise any right, power, or remedy under this Agreement shall constitute a waiver of any such term, condition, covenant, right, power, or remedy of any breach, or preclude Medzoomer from exercising any such right, power, or remedy at any later time.
Assignment. Users may not assign this Agreement or any rights or obligations under this Agreement, by operation of law or otherwise, without Medzoomer’s prior written consent. Medzoomer may assign this Agreement, in whole or in part, and any rights or obligations under this Agreement, without restriction, with or without notice.
Choice of Law; Forum. This Agreement, and all matters arising out of this Agreement, shall be governed by and construed in accordance with laws of the State of Florida, without regard to any conflict of laws principles.
601 N. Ashley Dr
Tampa, Florida 33602