Last updated: August 15, 2022
Human Institute, LLC (“we,” “us” or “Human Institute”) is the owner and operator of the website located at https://humaninstitute.co/ and may now or in the future own and/or operate a “Human Institute” mobile application (collectively, the “Platform”). Your access and use of the Platform and any of its content (“Content”), any products or services provided through the Platform or otherwise by Human Institute, and any affiliated website, software or application owned or operated by Human Institute (collectively, including the Platform and the Content, the “Service”) are governed by these Terms of Services (these “Terms,” or this “Agreement”). Please read this Agreement carefully because it sets forth the important terms you will need to know about the Service. In this Agreement, the terms “you” and “yours” refer to the person using the Service.
IF YOU HAVE A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR DOCTOR OR DIAL 911. THE PLATFORM AND THE SERVICE ARE NOT DESIGNED, INTENDED OR APPROPRIATE TO ADDRESS SERIOUS, EMERGENCY, OR LIFE THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES.THE SERVICE IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.
YOU AGREE THAT DISPUTES BETWEEN YOU AND US ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS- WIDE ARBITRATION, AS FURTHER SET FORTH BELOW.
Acceptance of Terms
By using the Service, you are agreeing to these Terms. If you do not accept and agree to be bound by this Agreement in its entirety, you should not use the Service.
The Service is continually under development, and we reserve the right to revise or remove any part of this Agreement or the Service in our sole discretion at any time and without prior notice to you. Any changes to this Agreement are effective upon posting to the Platform. The date of the latest revision to this Agreement is at the top of this page. You should check this date periodically to ensure that you have reviewed the most recent version of this Agreement. Your continued use after a change to this Agreement has been posted constitutes your acceptance of this Agreement as modified by such changes.
Our Platform
We are a technology company that makes available to individuals who register as users of the Service (“Users”) certain telehealth telehealth services sold or offered by third-party licensed medical providers, medical groups and networks, medical specialists, doctors, and therapists (the “Providers”). Any services you receive from the Providers may be subject to additional terms and conditions from those Providers. We offer the Platform to enable eligible health care consumers to engage healthcare providers (the “Treating Providers”) to obtain medical and healthcare services.
You acknowledge and agree that Human Institute does not provide medical advice, diagnosis or treatment, and is strictly a technology platform and infrastructure for connecting prospective patients with third-party Providers. We do not control or interfere with the practice of medicine or any activity that requires licensure or certification and each of the Providers is solely responsible for the medical care and treatment or other services he or she provides to you. Human Institute makes no representations or warranties about the suitability, reliability, timeliness or accuracy of the medical care and treatment provided by the Providers. By accepting this Agreement, you acknowledge and agree that Human Institute is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other health care provider-patient relationship with Human Institute. By using the Service, you may, however, be entering into a doctor- patient or other health care provider-patient relationship with one or more Providers.
By accepting this Agreement, you acknowledge and agree that the Providers may send you messages, reports, and emails via the Service regarding your care. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that Human Institutewill not monitor these messages or otherwise participate in your care. Neither Human Institutenor any Provider will be responsible and you will not hold Human Institute or any Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from your Provider(s).
Benefits and Risks of Telemedicine
Telemedicine offers convenience and improved access to health care services through patient access to health care services from their home or place of work. This improved access to care results in more efficient and timely diagnosis and management of the patient’s condition or symptoms. Through use of the Platform, a telehealth encounter may also achieve cost savings
Limited Use and Availability
We currently offer the Service in the following states: Texas, California, Kentucky, Indiana, Ohio, New Jersey, New York. Our Service is currently only available to individuals who are located in those states in which we offer the Service. By visiting, accessing, registering with or using the Service, you are (a) representing and warranting to us that you satisfy all of these eligibility requirements, (b) representing and warranting that when you use the Service to consult with a Provider, you are located in the same state as the shipping address you provide in your account, (c) agreeing to comply with all applicable laws in visiting, accessing, registering with our using the service, and (d) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.
In some cases, the Service may not be the most appropriate way for you to provide information to, communicate with or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Provider, or your Provider may determine that your diagnosis and/or treatment requires an in-person office visit or are otherwise not appropriately addressed through use of the Service. In such a case, you may receive notification that you will be unable to use the Service for the particular issue you submitted and provide additional information regarding next steps.
Duty to Provide Information, Access, and Connectivity
You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Service) to enable use of the Service, including but not limited to, a computer or mobile device with a video camera and Internet access. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service. You also have a duty to provide truthful, accurate and complete information in any forms or other communications you submit to or through the Service. We reserve the right to change the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice.
Privacy Policy
Human Instituteunderstands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy, https://humaninstitute.co/privacy-policy/, for a description of how we may collect, use and disclose your personal information.
Protected Health Information
When you set up an account with Human Institute, you are creating a direct customer relationship with Human Institutethat enables you to access and/or utilize the various functions of the Service as a user. As part of that relationship, you provide information to Human Institute, including but not limited to your name, email address, shipping address and phone number, that we may collect, use and disclose in accordance with our Privacy Policy, and that we do not consider to be “health” or “medical” information.
However, in using certain components of the Service, Human Institute may receive certain medical information that may be protected under applicable laws, including the Health Insurance Portability and Accountability Act of 1996 as amended, and its implementing regulations (collectively, “HIPAA”). Certain information provided to Human Institute by the Providers may be protected by HIPAA (this information is called “PHI”). Your health information may also be protected under state law. To the extent Human Institute receives PHI that is protected by HIPAA or information that is protected by state law this information will be used and disclosed only as permitted by HIPAA and applicable state law. PHI does not include information that has been de-identified in accordance with HIPAA, or information that has had all identifiers, such as your name, address, email address, etc., removed.
Please indicate your consent to our HIPAA Authorization,https://humaninstitute.co//hipaa_authorization.pdf, which explicitly allows for sharing of certain PHI in limited circumstances in order to facilitate the provision of Services to you (the “Authorization”). You will have to provide your affirmative consent to the Authorization in order to use the Services.
The Providers each have their own HIPAA Notices of Privacy Practices that describe how the Providers use and disclose PHI. Human Institute encourages you to review any applicable Notices of Privacy Practices in order to understand the Provider’s uses and disclosures as well as your rights with respect to your PHI.
Registration; User Accounts, Passwords, and Security
You are obligated to register and set up an account on the Platform in order to access the Service, and the Service is available only to Users who have registered and have been granted accounts with usernames and passwords. You agree to accurately maintain and update any information about yourself that you have provided to Human Institute or the Providers. If you do not keep such information current, or fail to submit truthful, accurate and complete information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of the Service. You also agree to immediately notify Human Instituteof any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Service by emailing Human Institute at [email protected]. In addition, you agree to keep confidential your username and password and to exit from your User account at the end of each session. Human Institute explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else’s account at any time and you may not allow others to use your account to access the Service.
When establishing an account, you will be required to provide a username and password that will be used as your login for your account. To help protect the privacy of data you transmit through the Service, where personally identifiable information is requested, we also use technology designed to encrypt the information that you input before it is sent to us using Secure Sockets Layer (SSL) technology or similar encryption technology. In addition, we take steps to protect the User data we collect against unauthorized access. However, you should keep in mind that the Service and our services are run on software, hardware, and networks, any component of which may, from time to time, require maintenance or experience problems or breaches of security beyond our control. In addition, persons with access to your computer, phone, or other mobile or other devices may be able to access the Service and information about you, including medical information, contained in the Service. It is your responsibility to affirmatively logout from your account when you are not actively using it. It is also your responsibility to secure and prevent unauthorized physical access to your computer, phone and other devices, and to protect the confidentiality of your username and password.
You must exercise caution, good sense, and sound judgment in using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. Human Institutemay investigate any alleged or suspected violations and if a criminal violation is suspected, Human Institutemay cooperate with law enforcement agencies in their investigations.
Use and Ownership of the Service
The Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to this Agreement, Human Institute grants you a limited, non-transferable, revocable license to access and use the Service for your personal use. Unless otherwise specified by Human Institutein a separate license, your right to use any of the Service or the Content is subject to this Agreement and all rights in the Service and Content are reserved by Human Institute. You agree that Human Institute and its suppliers own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, concepts, photographs, product descriptions, blog posts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. Human Institute’ stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of Human Instituteand may not be used without permission, including in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.
License to Information Submitted via the Service
Except with respect to PHI or personal information that is protected by law, any information you transmit to Human Institutevia the Service, whether by direct entry, submission, email or otherwise, including data, questions, comments, forum communications, or suggestions (collectively, “Submissions”), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary. Subject to any applicable account settings that you select, you grant Human Institute fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non- exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Submissions (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Submissions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Human Institute, is responsible for all of the Submissions that you provide to the Service. In addition to the foregoing, Human Instituteshall have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that Human Institutedeems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submission. You further agree that you shall have no right of approval and no claim to compensation in connection with the Submission.
If a Submission you make contains PHI or information protected by law, Human Institute’ rights under this section with respect to the use or disclosure of such Protected Information will be limited as and to the extent required under applicable law.
Prohibited Use
Any use or attempted use of the Service (i) for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, (iii) that could interfere with any other party’s use and enjoyment of the Service, (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means, (v) to access systems, data, or information not intended by Human Instituteto be made accessible to a user, (vi) to obtain any materials, or information through any means not intentionally made available by Human Institute, (vii) to reverse engineer, disassemble or decompile any section or technology on the Service, or (viii) for any use other than the business purpose for which it was intended, is prohibited.
In addition, in connection with your use of the Service, you agree you will not: (a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or that may invade another’s right of privacy or publicity; (b) create a false identity or duplicative accounts for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Human Institute representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; (e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (f) use the Service’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation, commercial or otherwise; (h) violate any applicable local, state, national or international law; (i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; (j) delete or revise any material posted by any other person or entity; (k) manipulate or otherwise display the Service by using framing, mirroring or similar navigational technology; (l) probe, scan, test the vulnerability of or breach the authentication measures of, the Service or any related networks or systems; (m) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so; (n) harvest or otherwise collect information about others, including email addresses; (o) use any robot, spider, scraper, or other automated or manual means to access the Service, or copy, download, distribute or reproduce any content or information on the Service; or (p) assist or permit any person in engaging in any of these activities.
Human Institute reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a User’s access and/or account. Human Institutemay cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.
Except as may be provided in the Privacy Policy or prohibited by applicable law, Human Institute reserves the right at all times to disclose any information as Human Institute deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Human Institute’ sole discretion.
Right to Monitor
Human Institute reserves the right to monitor general use of the Service at any time as it deems appropriate and to remove any materials that, in Human Institute’ sole discretion, may be illegal, may subject Human Institute to liability, may violate this Agreement, or are, in the sole discretion of Human Institute, inconsistent with Human Institute’ purpose for the Service.
Ownership Interest in Providers
Certain of Human Institute’ shareholders, directors, officers, employees, contractors or agents may have a financial interest in one or more the Providers, and may profit from your use of the Providers and/or the sale of Services to you.
Service Fees
The fees for using a specific Provider through the Platform shall be set by the Provider, and shall be provided to the User at the time such Provider’s services are purchased. Human Instituteshall collect each fee for using the Service. Such fees shall be due and payable at the time you purchase a Provider’s telehealth services through the Platform.
Only valid payment methods acceptable to us may be used to complete a purchase via the Service. You represent and warrant that you are authorized to use your designated payment method. You authorize us to charge your designated payment method for the total amount of the fees you owe (including any applicable taxes and shipping and handling charges). In connection with any payment you make through the Service, you may be asked to supply certain information relevant to the transaction, including, without limitation, your credit card number and expiration date, your billing address, your shipping address, your phone number and/or your email address. By submitting such information, you grant Human Institutethe right to provide such information to third parties (e.g., payment processing companies) the purpose of facilitating the transaction.
All credit card, debit card and other monetary transactions on or through the Service occur through an online payment processing application(s) accessible through the Service. This online payment processing application(s) is provided by Human Institute’ third-party online payment processing vendor, PayPal (“Processor”). Additional information about Processor, its privacy policy and its information security measures (collectively, the “Processor Policies”) should be available on the Processor website located at https://www.paypal.com or by contacting Processor directly. Reference is made to the Processor Policies for informational purposes only and are in no way incorporated into or made a part of this Privacy Policy.
You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Taxes”) due with respect to your purchase of the Service. We will collect applicable Taxes if we determine we have a duty to collect Taxes. We will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. The actual Taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates. We are not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.
Termination
Human Institutemay terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement, or if we discontinue the Service. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitation of liability, arbitration and resolution of disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with Human Institute. You agree that if your use of the Service is terminated pursuant to this Agreement, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold Human Institute, and any of its members, managers, successors-in-interest, assigns, or agents (collectively, “Human InstituteParties”) harmless from any and all liability that any such Human InstituteParties may incur with respect thereto.
Except as otherwise provided in the Privacy Policy or as required by applicable law (including any obligation to provide access to health records), we have no obligation, whether before or after the termination of your use of the Service, to return or otherwise provide to you or any third party on your behalf any Content, any information you provide to us, any information your Providers provided to us about or relating to you, or any other information that we may have that relates to you
Disclaimers
Content and other information contained on this Website and the Platform, and made available through the Service, is provided by Human Institute as a convenience and for informational purposes solely. Users relying on Content or other information from the Service do so at their own risk.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, Human InstituteEXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, OPERABILITY, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR USE OR PURPOSE OR NON-INFRINGEMENT.
YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO THE PLATFORM OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THIS WEBSITE, THE PLATFORM OR THE SERVICE CAUSED BY YOU OR ANY PERSON USING YOUR
USERNAME OR PASSWORD. Human Institute CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET, OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THIS WEBSITE, THE PLATFORM OR THE SERVICE.
THIS WEBSITE, THE PLATFORM AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Human InstituteDOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THIS WEBSITE, THE PLATFORM OR THE SERVICE, WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, OR FREE FROM MALWARE, VIRUSES OR OTHER MALICIOUS CODE.
YOU ACKNOWLEDGE AND AGREE THAT Human InstituteIS NOT ENGAGED IN THE PRACTICE OF MEDICINE. Human InstituteDISCLAIMS ANY DUTY OF CARE. YOU EXPRESSLY AGREE THAT Human InstituteOWES YOU NO DUTY OF CARE AND THAT YOUR USE OF THE WEBSITE, THE PLATFORM OR THE SERVICE AND YOUR RELIANCE UPON ANY OF THE CONTENTS THEREOF IS AT YOUR SOLE RISK. Human InstituteEXPRESSLY DISCLAIMS ANY LIABILITY FOR MEDICAL MALPRACTICE OR ANY CLAIM ARISING OUT OF THE USE OF THIS WEBSITE, THE PLATFORM OR THE SERVICE, OR ANY CLAIM ARISING OUT OF ANY CARE RENDERED BY A PROVIDER AS A RESULT THEREOF. Human Institute
EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF ANY OF THE PROVIDERS.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT Human InstituteWILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE, THE PLATFORM OR THE SERVICE, AND/OR ARISING UNDER ANY LAW OR THEORY, EVEN IF Human InstituteHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY PROBLEM WITH THIS WEBSITE, THE
PLATFORM, OR THE SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. UNDER NO CIRCUMSTANCES SHALL Human InstituteBE LIABLE IN ANY WAY FOR YOUR USE OF THIS WEBSITE, THE PLATFORM OR THE SERVICE. THE Human InstitutePARTIES SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,000.
ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE WEBSITE, THE PLATFORM, OR THE SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, SERVICE OR CONTENT IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE PLATFORM, SERVICE OR CONTENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
Release
YOU HEREBY RELEASE AND HOLD Human InstituteHARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, INCLUDING, BUT NOT LIMITED TO, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL, KNOWN AND UNKNOWN, REALIZED AND UNREALIZED, FORESEEN AND UNFORESEEN, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THIS WEBSITE, THE PLATFORM, OR THE SERVICE, WHETHER ARISING IN TORT, MALPRACTICE, BREACH OF CONTRACT, A THEORY OF STRICT LIABILITY, NEGLIGENCE, ON ANY THEORY OF AGENCY, OR OTHERWISE. YOU HEREBY WAIVE THE PROVISIONS OF ANY APPLICABLE LAW LIMITING OR PROHIBITING THIS GENERAL RELEASE.
Indemnification
You agree to defend, indemnify, and hold the Human InstituteParties and any third-party offering services through the Service, including the Providers, harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Service, your fraud, violation of law, or willful misconduct, any breach by you of these Terms or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third-party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.
Notices
Any notices to you from Human Instituteregarding the Service or this Agreement may be made by email, a posted notice on the Service, or regular mail, in the sole discretion of Human Institute.
Electronic Communications
When you access or use the Service or send emails to us or the Providers, you are communicating with us or the Providers electronically. You consent to receive communications from us, the Medical Group and its Providers electronically. We will communicate with you via email or through the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.
Consent to Receive Calls and Text Messages
By providing us with your mobile number, you are consenting to be contacted by or on behalf of Human Instituteat the mobile number you have provided, including calls and text messages, to receive informational, Platform or Service-related communications.
Entire Agreement
This Agreement and any other agreements Human Institutemay post on the Service or that you and Human Institutemay execute from to time constitute the entire agreement between Human Instituteand you in connection with your use of the Service and supersede any prior agreements between Human Instituteand you regarding use of the Service, including prior versions of this Agreement.
Binding Arbitration / Class Waiver
YOU EXPRESSLY AGREES THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND Human InstituteOR YOU AND ANY OF THE PROVIDERS ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO Human Institute, THE PLATFORM, THE CONTENT OR THE SERVICE, OR ANY OTHER Human InstituteGOODS, SERVICES OR ADVERTISING, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THIS AGREEMENT (COLLECTIVELY “DISPUTES”), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA’S COMMERCIAL
ARBITRATION RULES AND, IF THE ARBITRATOR DEEMS THEM APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY “RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.
Payment of arbitration costs will be governed by the AAA’s fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case Human Institutewill pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. Human Institute also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.
The arbitration shall be conducted in Totowa, New Jersey except that, in the event Totowa, New Jersey is not within 100 miles of your residence, the arbitration may be conducted within 100 miles of your residence, unless the parties agree otherwise in writing. The arbitrator’s award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at www.adr.org.
Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and/or (c) any claim for equitable relief; then you and Human Instituteagree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in Mason, Ohio, and both parties agree to submit to the personal jurisdiction of such courts in connection with such proceedings. In addition to the foregoing, either party may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration as long as such action remains in such court and advances only on an individual (non-class, non-representative) basis.
ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THIS AGREEMENT AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF
OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE JOINED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. NO ARBITRATION SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If a decision is issued stating that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for relief, then such claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and may be brought exclusively in the state or federal courts located in Mason, Ohio, subject to the parties’ respective rights to appeal the decision. All other claims or requests for relief shall be arbitrated. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties remaining in arbitration are finally resolved. The parties agree to submit to the personal jurisdiction of the federal and state courts located in Mason, Ohio for purposes of resolving any claims or requests for relief severed from arbitration pursuant to this paragraph.
You can opt out of the provisions of this Agreement that require the arbitration of Disputes within 30 days of the date that you first agree to any version of this Agreement that requires arbitration of disputes with Human Institute. To opt out, you must send your name, residence address, and email address together with a clear statement that you want to opt out of the requirement to arbitrate disputes with Human Institute to: Human Institute, LLC 999 Riverview Drive Suite 225 Totowa, NJ 07512.
Before you commence arbitration of a Dispute, you must provide us with a written Notice of Dispute that includes your name, residence address, username (if applicable) and email address associated with your User account (if applicable), a detailed description of the Dispute, and the relief you seek.
Before we commence arbitration of a Dispute against you, we will provide a written Notice of Dispute to you with a detailed description of the Dispute and the relief we seek. Any Notice of Dispute you send to us should be mailed to Human Institute, LLC 999 Riverview Drive Suite 225 Totowa, NJ 07512, ATTN: Dispute Notice. If we are unable to resolve a Dispute within 30 days after the applicable Notice of Dispute is received, either party may commence arbitration. Notwithstanding anything to the contrary in this Agreement, if we make any future material modification to any provisions of this Agreement that govern the arbitration or resolution of Disputes, such changes will not apply to any Dispute between you and us for which either party had previously provided a written Notice of Dispute to the other in accordance with this paragraph.
Further, if we make any future material changes to the provisions of this Agreement that govern the arbitration or resolution of Disputes, you may reject such changes by sending a written notice of your rejection decision to us at Human Institute, LLC 999 Riverview Drive Suite 225 Totowa, NJ 07512, ATTN: Human Institute Arbitration Opt-Out within 30 days of the effective date of such modifications.
Governing Law; Venue; Severability of Provisions
This Service is controlled and operated by Human Institute from our offices within Mason, Ohio. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable. Access to the Service from jurisdictions where the contents of the Service are illegal or penalized is prohibited.
The validity, interpretation, construction and performance of this Agreement will be governed by the Federal Arbitration Act and the laws of the State of Ohio, without regard to any conflicts of law provisions.
All parts of this Agreement apply to the maximum extent permitted by law. Our failure to enforce any provision of this Agreement will not constitute a waiver of such right. We both agree that if we cannot enforce a part of this Agreement as written, then that part will be replaced with terms that most closely match the intent of the unenforceable part to the extent permitted by law. Except as otherwise provided in this Agreement, the invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.
No Agency Relationship
Neither this Agreement, nor any Content, materials or features of the Service create any partnership, joint venture, employment, or other agency relationship between you and Human Institute, or the Providers. You may not enter into any contract on our behalf or bind us in any way.
Assignment
You may not assign any of your rights under this Agreement, and any such attempt will be null and void. Human Institutemay, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to this Agreement to any affiliate of Human Institute for to another third party in the event that some or all of the business of Human Institute is transferred to such other third party by way of merger, sale of its assets or otherwise.
Third-Party Beneficiaries
Any use of third-party software provided in connection with the Service, or any third-party product or service accessed or used in connection with the Service, will be governed by the applicable third-party’s license or terms of use, and not by this Agreement. In addition, this Agreement, your use of the Service must comply with all applicable third-party terms of agreement.
Except for the foregoing or as otherwise specifically set forth in this Agreement, including with respect to the indemnification obligations contained herein in favor of the Providers and the agreement to arbitration, we hereby expressly agree that there is no intent by either party to create or establish third-party beneficiary status rights or their equivalent in any other referenced individual, subcontractor or third party, including the Providers, and, except as specifically set forth in this Agreement, that no third party shall have any right to enforce any right or enjoy any benefit that is created or established under this Agreement.
Contacting Us
If you have any questions or concerns about this Agreement, please contact us by email at [email protected]. We will attempt to respond to your questions or concerns promptly after we receive them.
