Welcome to ReferWell. We are providing ReferWell as a useful tool for you to help automate referral management between you and other users of the ReferWell service. While using ReferWell, there are a few important points to keep in mind.
BY USING REFERWELL IN ANY MANNER WHATSOEVER, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE, A CLASS ACTION WAIVER, A DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE REFERWELL.
LAST UPDATED: March 16, 2016
We may modify the Agreement at any time by posting the revised Terms on the ReferWell site. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of these Terms. Any modifications will be effective immediately upon such posting. Your use of or access to ReferWell after such modifications are posted will signify your acceptance of the modifications and your agreement to be bound by them. Notwithstanding the foregoing, any modifications to the Agreement shall not apply to any dispute between us arising prior to the date on which we post the revised Terms that contain such modifications.
We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify, suspend or discontinue ReferWell; charge fees in connection with the use of ReferWell; modify and/or waive any fees charged in connection with ReferWell; and/or offer opportunities to some or all users of ReferWell. You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of ReferWell, in whole or in part, or of any service, content, feature or product offered through ReferWell.
ReferWell provides a cloud-based platform consisting of an online directory of health care and ancillary care providers and a mechanism to automate referral management between them. ReferWell provides its users with the ability to search for suitable providers of health care services, schedule appointments and exchange appropriate patient history and medical data securely with other users.
ReferWell can only be used by licensed, certified or registered health care providers or their authorized delegates. If you are not a licensed, certified or registered health care provider or an authorized delegate of a health care provider, you may not use ReferWell. Only licensed, certified or registered health care providers can create a User Profile in ReferWell. If you have created a User Profile, (i) you represent that you are a licensed, certified or registered health care provider; (ii) the information contained within your User Profile is accurate and complete; (iii) if any information included in your User Profile changes, you will immediately update your User Profile accordingly; and (iv) you will immediately notify us in the event that your license, certification or registration is suspend, terminated or restricted in any way. If you are not a licensed, certified or registered health care provider, you cannot have a User Profile; however, you are responsible for ensuring that the User Profile for which you serve as a Delegate is accurate, complete and immediately updated following any applicable changes. As a user of ReferWell you are responsible for verifying the accuracy, completeness, and appropriateness of all information you send or receive through ReferWell.
We recognize that some licensed, certified or registered health care providers might prefer to have delegates use ReferWell on their behalf. If you are a licensed, certified or registered health care provider who has appointed a delegate(s) to use ReferWell on your behalf (a “Delegate”), you hereby acknowledge and take full responsibility for the identification, and the acts and omissions, of your Delegate(s) related to ReferWell. It is also your responsibility to notify Company in the event that you want to suspend or terminate your Delegate’s access to ReferWell. You will comply with all terms and conditions set forth in this Agreement except for those terms that are specifically limited to Delegates.
If you are a Delegate, you hereby acknowledge and agree that you are using ReferWell on behalf of, and for the benefit of, the licensed, certified or registered health care provider who has appointed you as his/her delegate. You will comply with all terms and conditions set forth in this Agreement except for those terms that are specifically limited to licensed, certified or registered health care providers.
You may only use ReferWell as a referral management tool. Company grants to you a limited, revocable, royalty-free, non-exclusive, personal and non-transferable, license to use ReferWell on your personal computer, mobile electronic device(s) or smart phone(s) owned or controlled by you solely for use in compliance with the Agreement. Access and use of ReferWell for any other purpose is strictly prohibited. You may not access or use ReferWell to: (i) transmit any information that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethically or otherwise objectionable; (ii) infringe upon any patent, trademark, trade secret, copyright, or other proprietary rights of any person or entity; (iii) abuse, defame, harass, or stalk any individual or other user of ReferWell; (iv) transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware of telecommunications equipment; (v) interfere or attempt to interfere with, or damage or attempt to damage, ReferWell or the proper working of ReferWell, including, without limitation, through the use of cancel bots, denial of service attacks, flood pings, harmful code, spoofing, phishing, Trojan horses, viruses, or similar methods or technology; (vi) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of ReferWell or its contents; (vii) misrepresent your identity, provide false information, impersonate another person or entity, misrepresent your affiliation with a person or entity, create or use a false identity, attempt to use another user’s account, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any information; (viii) attempt to obtain unauthorized access to ReferWell; (ix) engage, directly or indirectly, in transmission of advertising, promotional materials, chain letters, junk mail, spam, pyramid schemes, or any other form of solicitation; (x) collect, reverse look-up, trace or seek to trace, manually or through automated means, information about other users of ReferWell or other information relating to ReferWell; (xi) interfere with or disrupt ReferWell’s services, servers or networks connected to ReferWell or otherwise engage in any activity that interferes with any third party’s ability to use or enjoy ReferWell; (xii) probe, scan or test the vulnerability of ReferWell or any network connected to ReferWell, or breach the security or authentication measures on ReferWell or any network connected to ReferWell; or (xiii) assist any third party in engaging in any activity prohibited by the Agreement.
ReferWell (including any content made available through ReferWell) are the property of Company (or its licensors) and are protected by applicable intellectual property laws. ReferWell is licensed, not sold, to you. You may utilize ReferWell only as permitted by these Terms. You may not, and will not permit any other party to: (1) modify, adapt, alter, translate or create derivative works of ReferWell; (2) use or merge ReferWell, or any component or element thereof, with other software, databases or services not provided or approved by Company; (3) sublicense, distribute, sell or otherwise transfer ReferWell to any third party; (4) use ReferWell as a service bureau, or lease, rent or loan ReferWell to any third party; (5) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of ReferWell; (6) interfere in any manner with the operation of ReferWell; (7) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to ReferWell; (8) create a database by systematically downloading and storing ReferWell or information contained in or available through ReferWell; or (9) use ReferWell for any commercial purposes other than managing referrals that you provide to your patients or receive from other users of ReferWell. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with ReferWell. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in ReferWell.
Any use of ReferWell or the information available through ReferWell not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws. ANY UNAUTHORIZED OR UNAPPROVED USE OF ANY OF REFERWELL CONSTITUTES COPYRIGHT INFRINGEMENT AND SUBJECTS YOU TO ALL CIVIL AND CRIMINAL PENALTIES PROVIDED FOR UNDER DOMESTIC AND INTERNATIONAL COPYRIGHT, TRADEMARK, AND OTHER LAWS AND TREATIES.
Any logo, trademark, servicemark, domain name, or trade name appearing on ReferWell, including “Company”, (“Marks”), whether registered or not, are the property of Company or their respective owners. You may not use any Marks without the express written permission of Company or such respective owners.
We may remove personal identifying information from the health information that you submit to, send or receive through ReferWell. Once we have removed identifying information, any remaining data will not be able to be associated with an individual. We may use this de-identified data to help improve the ReferWell platform or any other purpose that we believe is appropriate and you have no claim thereon.
If you choose to use the automated appointment reminder feature of ReferWell, you agree to comply with all applicable laws governing use of automated dialers including, but not limited to, the Telephone Consumer Protection Act (“TCPA”). You are responsible for obtaining any consent that is required in order for you to utilize such functionality in compliance with applicable laws.
You will immediately report to us any unauthorized use, disclosure, modification, or destruction of personally identifiable health information contained in or exchanged through ReferWell of which you become aware. WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING REFERWELL IN WAYS THAT DO NOT COMPLY WITH APPLICABLE LAW OR YOUR USE OR MISUSE OF PERSONALLY IDENTIFIABLE HEALTH INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED USING REFERWELL.
As a service provider, we may maintain information contained in or exchanged through ReferWell for the convenience of our customers. Nevertheless, we are neither a system of record, an official medical record nor a custodian of records. You are responsible for maintaining any documentation that you believe necessary related to your use of, and the referrals you send or receive through, ReferWell. You may download or print information available through ReferWell solely for your internal business purposes and not for any commercial purpose or use. If you download or print information available through ReferWell, you shall retain it in accordance with applicable law and your record retention policies and procedures.
Information available through ReferWell is intended to support, not replace, the relationship that exists between you and your patients. If you are licensed provider, it is your responsibility to exercise your independent professional knowledge and judgment when using ReferWell and making referrals to, or receiving referrals from, other providers. We do not independently review or verify the medical accuracy or completeness of the medical information entered into, or transmitted via ReferWell. It is also your responsibility to ensure that any use of ReferWell is consistent with applicable law. Except as otherwise provided herein, if you rely on any information available through ReferWell, you do so solely at your own risk.
Access to ReferWell is protected by your username and method of authentication, which may include, but not be limited to, a password, pin or token (“IDs”). Your IDs are personal to you and allow you access to ReferWell. To maintain the confidentiality, privacy and security of ReferWell and information available therein, you agree that you will keep your IDs confidential, refrain from disclosing them to any other person, and will not allow another person to use your IDs to access and use ReferWell. Because you are the only person who is supposed to have access to your IDs, you are responsible for any damages or losses incurred or suffered if you fail to properly protect the confidentiality of your IDs. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use ReferWell using your IDs. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or other need to deactivate an ID due to security concerns.
We, through our agents, employees and independent contractors, shall have the right, but not the obligation, for system administration, security, and other legitimate purposes, to monitor and audit all access to and use of ReferWell and its components and the content of any information, data or messages communicated to, from or through ReferWell, or stored on any component of ReferWell. Use of ReferWell constitutes your consent to such monitoring and auditing.
With the exception of any Contact Information or Protected Health Information, if you make any submissions (by email or otherwise) on, to or through ReferWell, including but not limited to data, questions, comments, suggestions, business information, ideas, concepts or inventions (“Submissions”), you make such Submission without any restrictions or expectation of compensation or of confidentiality, and you agree that your submissions may be used without restriction for any purpose whatsoever. You hereby grant to Company and its designees a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free, perpetual, irrevocable right and license, without compensation to you to freely use such Submissions in any way, commercial or otherwise, and for any purpose whatsoever including, but not limited to, the right to reproduce, distribute, adapt (including without limitation to edit, modify, translate and reformat), create derivative works of, transmit, publicly display and publicly perform, publish, or otherwise communicate to the public such Submission. For each Submission, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this section, and that such Submission, and your provision thereof to and through ReferWell, comply with all applicable laws, rules and regulations. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. Such Submissions will be treated as non-confidential and nonproprietary, and we shall be free to use any ideas, concepts, know-how, or techniques contained in any Submission for any purpose whatsoever, including, without limitation, developing and marketing products. We reserve the right to review all Submissions and to remove any Submission from ReferWell for any reason, at any time, without prior notice, at our sole discretion.
You acknowledge and agree that ReferWell and all information emanating from ReferWell and Company’s business in any form are valuable trade secrets of Company and “Confidential Information.” You agree that you will not, during or after the term of this Agreement, permit the duplication, use, or disclosure of any such Confidential Information to any person (other than your employees, agents or representatives), unless such duplication, use or disclosure is specifically authorized by Company in writing prior to any disclosure. You will use reasonable diligence, and in no event less than that degree of care that you use in respect to your own confidential information of like nature, to prevent the unauthorized disclosure or reproduction of the Confidential Information. Without limiting the generality of the foregoing, to the extent that this Agreement permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and intellectual property rights designations that appear in the original versions and party shall keep detailed records of the location of all Confidential Information. You shall not make any formal public announcements relating to this Agreement (e.g., a press release) without the prior written approval of Company, unless otherwise required by law.
The basic level of ReferWell is provided free of charge to users. If you are a licensed, registered or certified health care provider and have elected to use the Premium or Platinum level of ReferWell, you agree to pay all fees associated with the level of use you have selected (the “Paid Subscriptions”). Service levels and the associated fees are available at Service Level Pricing. Paid Subscriptions can be purchased either by (1) paying a monthly subscription fee; or (2) pre-payment giving you access to ReferWell for twelve months from the date of purchase. You agree to timely pay all applicable fees in connection with your use of ReferWell and that such fees are non-refundable. If you fail to pay applicable fees when due, we may suspend or terminate your access to the Paid Subscription features of ReferWell. Notwithstanding the foregoing, if we terminate your ability to access to ReferWell without cause, we will give you a pro rata refund of any pre-paid fees.
We reserve the right to institute new or increased charges at any time, with no less than sixty (60) days prior notice to you, which may be sent by email or posted on ReferWell. As permitted by local law, your use of ReferWell following such notification constitutes your acceptance of any new or increased charges. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Paid Subscriptions prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully.
Notwithstanding the foregoing, if your use of the Paid Subscription is sponsored by a provider network, hospital or insurance payer network, you will not be invoiced for your use of the ReferWell Paid Subscription.
Company may suspend or terminate your use of or access to ReferWell at any time, in its sole discretion, with or without cause. For purposes of determining whether a refund of any pre-paid fees is due to you pursuant to Section 14, our termination will be considered “for cause” if it is the result of (i) to the extent you are a licensed, registered or certified provider, your ability to practice medicine and prescribe prescription medications is restricted or otherwise limited; your ability to participate in any government health care program is suspended, revoked or terminated; or your privileges at any health care facility are restricted, suspended or terminated; or (ii) your engagement in conduct that we believe: (a) violates any term or provision of the Agreement, (b) violates the rights of Company or third parties, or (c) is otherwise inappropriate as determined in the sole discretion of Company. Upon suspension or termination, we may retain or permanently delete your information or other previously available content and bar your access to ReferWell. You agree that Company shall not be liable to you or any third-party for any suspension or termination of your access to ReferWell. Regardless of suspension or termination, nothing in this Agreement shall be read to prohibit us from pursuing any other legal or equitable remedies available to us for breach or suspected breach of the Agreement, including recovery of damages from you or injunctive relief.
You acknowledge and agree that you (and not Company) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use ReferWell, and for paying all charges related thereto. Company does not operate or control the Internet or your mobile connection, and therefore Company does not and cannot guarantee that ReferWell will be error or virus free, invulnerable to hackers or other unauthorized users, or always available.
Company reserves the right to terminate your or any third-party’s right to use ReferWell if such use infringes the copyrights of another. Company may, under appropriate circumstances and at its discretion, terminate your or any third-party’s right to access to ReferWell, if Company determines that you or a third-party is a repeat infringer. If you believe that any material has been posted via ReferWell by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Company’s attention, you must provide Company’s DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on ReferWell of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The contact information for Company’s DMCA Agent for notice of claims of copyright infringement is: Ilana Bander, Head of Client Delivery at email@example.com.
To the fullest extent permitted under law, you will defend, indemnify and hold harmless Company and its affiliates, and its and their officers, directors, employees, agents and licensors from and against all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable attorneys’ fees) arising out of or related to (i) your use of ReferWell; (ii) any violation of the Agreement by you; (iii) your violation of any applicable law, regulation, rule or order, including those involving personally identifiable health information, pertaining to your use of ReferWell; (iv) your unauthorized or unlawful use of ReferWell; (v) the unauthorized or unlawful use of ReferWell by any other person using your ID; (vi) your negligent or willful misconduct related to ReferWell; or (vii) your violation of any third-party’s intellectual property rights. This obligation will survive the termination of the Agreement.
REFERWELL IS PROVIDED ON AN “AS IS” BASIS. COMPANY AND ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. COMPANY MAKES NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF REFERWELL OR INFORMATION PROVIDED OR AVAILABLE THROUGH REFERWELL. YOU AGREE THAT YOUR ACCESS TO AND USE OF REFERWELL IS AT YOUR OWN RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND ANY LIABILITY OR DAMAGE THAT YOU MAY INCUR THROUGH USE OF REFERWELL, EXCEPT TO THE EXTENT THAT THE APPLICABLE LAWS OF A PARTICULAR JURISDICTION CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF REFERWELL. WHEN USING REFERWELL, INFORMATION MAY BE MAINTAINED ON OR TRANSMITTED OVER A MEDIUM THAT IS BEYOND OUR CONTROL AND JURISDICTION AND THAT OF OUR SUPPLIERS AND LICENSORS. ACCORDINGLY, WE ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, LOSS, UNAUTHORIZED ACCESS OR CORRUPTION OF ANY DATA OR OTHER INFORMATION MAINTAINED IN OR TRANSMITTED THROUGH REFERWELL. ADDITIONALLY, YOU ACKNOWLEDGE THAT EMAIL AND OTHER FORMS OF ELECTRONIC COMMUNICATION THAT YOU MAY HAVE WITH US, OUR EMPLOYEES, AGENTS AND REPRESENTATIVES, OTHER USERS OF REFERWELL OR USERS OF OUR OTHER APPLICATIONS OR PROGRAMS MAY NOT BE ENCRYPTED AND, THEREFORE, SHOULD NOT INCLUDE PROTECTED HEALTH INFORMATION. IT IS POSSIBLE FOR THESE COMMUNICATIONS TO BE INTERCEPTED OR ACCESSED WITHOUT YOUR AUTHORIZATION. WE ASSUME NO RESPONSIBILITY FOR ANY LIABILITY ARISING FROM OR RELATED TO ANY SUCH INTERCEPTION OR UNAUTHORIZED ACCESS.
IN NO EVENT SHALL COMPANY, ITS SUBSIDIARIES AND ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR FOR ANY OTHER DAMAGES OTHER THAN DIRECT DAMAGES, ARISING OUT OF OR RELATED TO THE AGREEMENT INCLUDING, BUT NOT LIMITED TO, (A) YOUR USE OF REFERWELL, THE CONTENT, OR OTHER INFORMATION CONTAINED IN OR AVAILABLE THROUGH REFERWELL; (B) YOUR INABILITY TO USE REFERWELL; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED THROUGH REFERWELL; (D) THE PRODUCTS AND SERVICES AVAILABLE THROUGH REFERWELL; OR (E) THE AGREEMENT. THE FOREGOING LIMITATION APPLIES EVEN IF COMPANY KNOWS OR SHOULD KNOW THAT OTHER DAMAGES ARE POSSIBLE OR THAT DIRECT DAMAGES ARE NOT A SATISFACTORY REMEDY. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THAT THEY ARE LAWFUL IN YOUR JURISDICTION. YOU WAIVE ANY PROVISIONS OF ANY STATE, PROVINCE, OR COUNTRY LAW THAT LIMIT OR PROHIBIT A GENERAL RELEASE, INCLUDING, IF APPLICABLE, SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENT OR MATERIALS OR SERVICES ON REFERWELL, OR ANY SERVICES OR INFORMATION AVAILABLE THROUGH REFERWELL, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING REFERWELL. THIS LIMITATION APPLIES EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
IN NO EVENT WILL COMPANY’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS YOU MAY HAVE AGAINST COMPANY IN CONNECTION WITH THE AGREEMENT OR YOUR USE OF REFERWELL EXCEED THE FEES PAID BY YOU FOR USE OF THE REFERWELL SERVICE IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO REFERWELL MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
ReferWell may contain information from or concerning other health care providers or other third parties who may offer third-party products, services or data through or compatible with ReferWell. ReferWell may also provide links to third-party websites (including websites of providers). Such information and links are provided for your convenience and not because we endorse or have an opinion about the information or third-party websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites, the privacy practices of those websites or the services or products available through such websites. If you decide to access websites maintained by other parties, you do so at your own risk. We are not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, products or services available on or through any such linked site or resource.
You agree to reasonably cooperate with Company and its employees, agents, representatives, third party contractors, vendors or consultants on issues related to your use of ReferWell including, but not limited to, any threatened or actual third-party litigation resulting therefrom.
When you use ReferWell or send emails to Company, you are communicating with us electronically and consent to receive electronic communications related to your use of ReferWell. We will communicate with you by email or by posting notices on ReferWell. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on ReferWell or from which you otherwise email us. You may give notice to Company at any time by letter delivered by first class postage prepaid mail or overnight courier to Urgent Consult dba ReferWell, 205 East 42nd Street, 16th Floor, New York NY 10017.
In choosing to access ReferWell, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. You are also subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) on any of the U.S. government lists of restricted end users. We may limit ReferWell’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
The Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. The Parties agree that if there is any dispute regarding this Agreement, the Parties will first submit it to mediation, the cost of which shall be borne equally by the Parties. If mediation is unsuccessful, the Parties agree to submit the dispute to binding arbitration in New York City pursuant to the commercial arbitration rules of the American Health Lawyers Association. The prevailing party in any arbitration shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief. Neither Party is entitled to join or consolidate claims in arbitration by or against other users with respect to other accounts, bring mass, class action, or consolidated claims in arbitration or a court of competent jurisdiction, or arbitrate or litigate any claim as a representative or user of a class or in a private attorney general capacity. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator shall only have the authority to resolve individual disputes between you and Company. The arbitral award shall be final and have binding force on the Parties.
We may revise the Agreement at any time in our sole discretion without notice. An amended form of the Agreement will be effective immediately upon its posting on ReferWell. You are responsible for reviewing the most current form of the Agreement before using ReferWell to ensure that you agree to any revisions to the Agreement. If at any time you do not agree to the revisions we make to the Agreement or ReferWell, you should immediately stop accessing or using ReferWell in any manner whatsoever. Your continued use of ReferWell means that you accept any and all revisions. You agree that these standards for notice and acceptance of amendments to the Agreement and ReferWell are reasonable.
You may contact Company at firstname.lastname@example.org with any questions, complaints or claims regarding ReferWell.