[Last Revised: January 13, 2024]
These Terms of Service and our Privacy Policy available in the VeriCardia mobile app and at https://www.vericardia.com/privacy-policy (collectively, the “Terms”) govern your use of vericardia.com, related websites, the VeriCardia mobile application and other related hardware and software used for the collection, transmission, processing, storage, use and sharing of your health information and communications (collectively the “App”) as well as services available through the App (the “Services”). These Terms are an Agreement between you, Healthcare Innovation Technologies Inc., a Delaware corporation and the owner of the App (“VeriCardia”) and Ocean Heart Group Limited Liability Company, a New Jersey limited liability company (the “Practice” and, together with VeriCardia, “we” or “us” or “our”).
BY ACCEPTING THESE TERMS OR BY USING THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, DO NOT VISIT OR USE THE APP, THE WEBSITE OR THE HARDWARE, SOFTWARE OR OTHER PRODUCTS AND TECHNOLOGY SERVICES PROVIDED BY VERICARDIA OR THE RELATED HEALTHCARE SERVICES PROVIDED BY THE PRACTICE AND/OR VERICARDIA.
VeriCardia may amend these Terms from time to time by posting an updated version of the Terms in the VeriCardia mobile app and on the vericardia.com website indicating the date last revised. Such updates will be effective immediately. You will be notified of material updates to these Terms either through the VeriCardia mobile app or via email. Your continued use or access of the Services and/or the App after the date last revised constitutes your acceptance of the new Terms.
THE APP AND THE SERVICES ARE NOT FOR EMERGENCY USE. IF YOU BELIEVE THAT YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD CALL 911 IMMEDIATELY OR PROCEED TO THE NEAREST EMERGENCY ROOM/MEDICAL FACILITY.
The Services provided through the App include the collection, transmission, processing and storage of health data and information such as blood pressure, heart rate and rhythm, weight, blood oxygen levels, time asleep, type of sleep (REM, core and deep sleep), respiratory rate, ECG reports, a log of patient emotions and mood, use of medications and vitamins, menstrual cycle, physical activity and other information provided by you through the App (the “Health Data”) for virtual review (the “Health Data Reviews”) and online consultations (the “Online Consultations”) provided by board-certified cardiologists and other healthcare providers contracted by the Practice or by VeriCardia (the “Healthcare Provider(s)”); webinars; and video, audio and text based communication with Healthcare Providers and other Practice and/or VeriCardia staff.
VeriCardia is a company, not a doctor, and does not practice medicine and does not participate in or interfere with the practice of medicine by Healthcare Providers through the App. The review of Health Data reports can be only based on readings generated by popular wearable and store-bought consumer devices, and NOT professional-grade devices. This means that they will never replace an in-person visit.
VeriCardia and/or the Practice may lease certain third-party devices to you for your sole use, such as devices for measuring blood pressure and weight. Your right to use such third-party devices and any problems related thereto is governed solely by the terms of that third party’s user agreement(s) and not under these Terms. To the fullest extent permitted by law, you agree that you will not now or at any time in the future pursue any claim(s) relating to your use of third-party devices of any kind, nature and character whatsoever against us or any of our affiliates, officers, agents, employees, or contractors. Upon termination of your access to the App and the Services for any reason, you agree to return such third-party devices to us in accordance with our device return policy found on the App.
The App is designed to be used with common sense, and in connection with the advice of your doctor or healthcare provider. Reliance on the App or Services is solely at your own risk. We cannot guarantee that the Services will help you achieve any specific goals or results. You understand and agree that VeriCardia, the Practice and the Healthcare Providers are not responsible for disconnections or connection quality issues you may experience using the App as a result of your device’s internet connectivity.
By using the App, you expressly represent and warrant that (i) you are legally entitled to enter into these Terms, (ii) you are at least 18 years old, (iii) you have not previously been restricted from using the App, and (iv) that you have the authority and capacity to enter into and abide by these Terms. If you reside in a jurisdiction that restricts the use of the App because of age, or restricts your ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not access or use the App. By using the App, you represent that you are a resident of New York or New Jersey (each a “Covered State”). Healthcare Providers who will be conducing Health Data Reviews are only licensed to provide the Services in the Covered States and if you are not located in a Covered State, you may not use the App or Services.
You may access, register for and use the App and Services solely for personal use. The App and Services shall not be used for commercial purposes. Allowing any other person to use your identity to use the App and the Services is not permitted.
We reserve the right to refuse the use of the App and Services to anyone and to suspend, discontinue, cancel or remove any user at any time and for any reason without liability. We will notify users of any such suspension, discontinuance, cancellation or removal.
Use of the Services may involve transmission of data through your carrier or service provider's network. You are responsible for all carrier, text/SMS, data, or other related fees or charges you incur from your carrier or service provider in connection with, or related to, your use of the Services. We assume no liability or responsibility for the payment of any charges you may incur.
You understand that Services provided by the App are limited due to their remote nature. You agree that the information received by you via Health Data Reviews is limited. The services and information provided to you through the App are not a substitute for medical advice, diagnosis, treatment, or in-person care from your physician, and should not be used to treat any medical condition.
The review of Health Data reports can be only based on readings generated by popular wearable and store-bought consumer devices, and NOT professional-grade devices. This means that they will never replace an in-person visit. Further, you understand that the ECG review provided through the App is limited because it is performed remotely and is based on a single-lead ECG and not a 12-lead ECG that is the standard test performed by healthcare providers in-person.
You understand and agree that the Healthcare Provider who submits your Health Data Review is neither your primary care physician nor your cardiologist, and you agree not to use the App as a substitute for interactions with your primary care physician, cardiologist or other healthcare providers.
If, based on your activity on the App, we decide that you may require in-person or emergency care instead of virtual care, we may suspend your right to use the App or the Services, effective immediately. You understand that if your medical condition warrants emergency help, Healthcare Providers will direct you to the nearest local hospital emergency department or emergency room.
You agree that you do not have a right to expect, demand, or to receive any particular prescription or lab test when using the App.
By accepting these Terms, you are entering into an agreement with the Practice and VeriCardia, either of which may be the provider of Health Data Reviews and Online Consultations to you through the App. By using the Services, you are entering into a physician – patient relationship with a Healthcare Provider associated with the Practice and/or VeriCardia that personally performs the Health Data Reviews and/or conducts Online Consultations.
You are solely responsible for the accuracy of medical information and Health Data you provide through the App, including information related to ECG, blood pressure, weight and symptoms. You understand that the quality and accuracy of the Services depend on the information provided by you and that your failure to provide full and accurate information may result in inaccurate Services.
You understand and agree that the Healthcare Providers are only providing minor non-emergency medical services with respect to the Services, and you represent to the Practice and to VeriCardia that you have a primary care physician.
To access the Services, you are required to create an account through the App (the “Account”) and provide some basic information to us about yourself including your full name, gender, date of birth, and, optionally, your phone number. Accurate and complete registration information is required to use the App.
If you choose to create an Account, you agree to provide and maintain truthful, accurate, current and complete identifying information. The collection of such identifying information is governed by our Privacy Policy. If any of your Account information is false, inaccurate, or incomplete, we reserve the right, in our sole discretion, to terminate your Account immediately.
You are responsible for maintaining the confidentiality of your Account, including your usernames and passwords. You agree to immediately notify us of any unauthorized use of your account or other breach of security. Notification of breaches should be sent to us at: info@vericardia.com.
By creating an Account through the App, you opt into receiving notifications and communications from us, which may include e-mails related to changes to our features or Services and informational notices. If you wish to stop receiving this material, you may unsubscribe at any time by following the instructions in your e-mail. Please note that even if you unsubscribe from receiving such notifications, you will still receive e-mails containing notices as required by law. Opting out of receiving messages from us may result in missed notifications and prompts which, if not acted upon, may affect your use of the App and the Services. We are not responsible for any outcome resulting from a user’s failure to respond to a prompt.
You may update, change, remove and correct information in your Account using the “Settings” feature within the App. You may terminate your Account at any time using the “Settings” feature within the App, however, no refund shall be granted for any prepaid Services.
You understand and agree that the availability of the Services to you and the quality of the Services depend directly on the accuracy of medical information and Health Data that you provide through the App.
You may use the App obtained from Apple Store or Google Play on a mobile device that you own or control. You understand that your device may limit the functionality of the App.
You are responsible for the accuracy of information, including Health Data reports, provided by you through the App. You understand that different devices offer different quality of Health Data reports and you are responsible for ensuring the quality of Health Data reports you provide to us through the App.
You understand that the Services might not be available to you if you are unable to provide accurate medical information and Health Data, including accurate, sufficient, and high-quality blood pressure, weight, and ECG reports. You represent and warrant that you will use all your devices and wearables in compliance with manufacturers’ instructions, manuals and terms of use. You understand that your improper use of such devices or your use of poor-quality devices may prevent us from providing Services to you or will render the Services inaccurate or incorrect.
To the fullest extent permitted by law, you agree that you will not now or at any time in the future pursue any claim(s) relating to your use of third-party devices and wearables, of any kind, nature and character whatsoever against us or any of our affiliates, officers, agents, employees, or contractors.
The Services, as they relate to the collection and review of blood pressure and weight data, and the devices provided to you by the Practice and/or VeriCardia, are provided at no cost to you. The Practice and/or VeriCardia will bill insurance for the Services. Collection and review of ECG recordings are considered an add-on to the Services and, if these add-on Services are requested, you will be billed based on the pricing package that you select.
The Practice and VeriCardia reserve the right to determine pricing for the add-on Services. The Practice and VeriCardia may change the fees for any feature of the App or the Services, including additional fees or charges. We will charge you a fee and all applicable taxes for purchase of our add-on services (the “Fee”). You can purchase a single ECG review or an ECG review package. The scope of each package will be communicated to you in the App prior to the purchase. The Fee for all add-on Services must be paid in advance. You authorize us to charge the Fee in accordance with payment methods provided by you on the App.
There are no refunds for terminating your account prior to use of the Services, regardless of the reason, whether it due to your dissatisfaction with the App or decision not to use the Services.
Once the Fee is paid, the right to use the Services is not permanent. Upon payment of the Fee, you shall be entitled to the Services for thirty (30) days after the payment date in case of a single ECG review purchased, and for one hundred eighty (180) days after the payment date in case of a purchase of a package of multiple ECG reviews. After such period the right to receive the Services will expire and no refund will be due. If you purchase a Service, your expiration date for all previously prepaid Services will be extended by either thirty (30) or one hundred eighty (180) days, depending on whether single ECG review or a package was purchased.
In the event that a file with an ECG report that you sent is distorted or corrupted, making it impossible or unduly burdensome to repair it and read the ECG report, we may grant you a free credit for an additional ECG review in place of the credits you spent on sending the distorted or corrupted file.
In the event that a file you send is not a single-lead ECG and thus is not the format required by these Terms, you will not be eligible for a refund. However, you will receive a free credit to upload an ECG file, and the price you paid for the Services will be credited towards the cost of a telemedicine appointment with a board-certified cardiologist.
You have the right to withhold or withdraw your consent to any particular Service at any time. You have the right to inspect all of your medical information and Health Data transmitted through the App, as well as the name of the Healthcare Provider providing the Services, and to receive copies of this information for a reasonable fee in accordance with our Privacy Policy. You have the right to the confidentiality of your medical information and Health Data. You understand that the Services involve the collection, transmission, processing and storage of your personal health data, records and information by VeriCardia, the Practice and their third-party service providers. And you acknowledge that these Services expose your personal health data, records and information to potential risks, including: (i) loss of health records due to failure of electronic equipment; (ii) loss of power or other technical failures resulting in loss of communication; and (iii) the theft of your electronic health records.
We understand that you may provide personal and sensitive information, and we take the privacy of our users seriously. Please find a current version of our Privacy Policy by clicking on Privacy Policy.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under the age of 13. We do not knowingly collect or solicit personally identifiable information from children under the age of 13. If you are a child under the age of 13, please do not attempt to register for the App or access the Services or send any personal information about yourself to us. If we learn that we have collected personal information from a child under 13 years of age, we will immediately delete that information and deactivate any associated accounts. If you believe a child under the age of 13 may have provided us with personal information, please contact us at: info@vericardia.com.
We reserve the right to modify, suspend or discontinue the App and the Services (or any part thereof), either temporarily or permanently. In accordance with this provision, we will attempt to notify users of any such modification, suspension or discontinuance. To the extent permitted by law, users agree that we will not be liable for any modification, suspension or discontinuance of the App or the Services in accordance with these Terms.
By using the App and the Services and any other related features, you agree to the service guidelines and restrictions below. Violations of the service guidelines and restrictions are not permitted and we reserve the right to suspend or terminate users’ accounts indefinitely and permanently upon notice of such abuses.
You will use reasonable efforts to ensure the safe, legal and moral use of the App and the Services. The following non-exhaustive list includes those actions, which are required or strictly prohibited:
a) You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity;
b) You agree to comply with all applicable state, federal and local laws while using the App and the Services;
c) You may only access the App and the Services using authorized means and it is your responsibility to ensure that you have downloaded the correct software for your device.
d) Your participation in using the App and the Services is for your sole, personal and non-commercial use;
e) You will not use the App and the Services for any fraudulent, misleading, inaccurate or dishonest purposes;
f) You will not use the App and the Services to cause nuisance, annoyance or inconvenience;
g) You will not impair the proper operation of the App and the Services;
h) You will not try to harm the App and the Services in any way whatsoever;
i) You will not copy or distribute the App and the Services;
j) You will keep your account username and password secure and confidential;
k) You will provide us with whatever proof of identity we may reasonably request;
l) You will not license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the App or the Services in any way;
m) You will not modify or make derivative works based upon the App or the Services;
n) You will not create Internet “links” to the App or “frame” or “mirror” any software on any other server or wireless or Internet-based device;
o) You will not (except as permitted by applicable law) reverse engineer or access the App in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Services, or copy any ideas, features, functions or graphics of the Services;
p) You will not launch an automated program or script, including, but not limited to, web spiders, bots, viruses or worms, or any program, which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services;
q) You will not send spam or otherwise duplicative or unsolicited messages in violation of applicable laws through the Services;
r) You will not send or store through or on the Services infringing, obscene, offensive, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third-party intellectual property or privacy rights;
s) You will not send or store through or on the Services material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
t) You will not interfere with or disrupt the integrity or performance of the Services or the data contained therein;
u) You will not attempt to gain unauthorized access to the Services or its related systems or networks;
v) You will not use the Services to promote violence, discrimination, humiliation or hatred against any individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation or gender identity.
When you use the App or the Services, you do so under a license from VeriCardia. Subject to your complete and ongoing compliance with these Terms, VeriCardia grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of the App obtained from a legitimate marketplace on a mobile device that you own or control; and (b) access and use the Services.
All rights not expressly granted to you in these Terms are reserved and retained by VeriCardia or its licensors, suppliers, publishers, rights holders, or other content providers. You may not use the App for any commercial purpose, and you may not give this license away to any third party. All right, title, and interest in and to the App and Services, together with all related intellectual property rights are the property of VeriCardia or its affiliates, excluding your rights under applicable law to any information or content related to Health Data Reviews.
You agree not to infringe our copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You agree not to access, attempt to access, or use our data without our permission.
Except and solely to the extent such restriction is impermissible under applicable law, you may not: (a) reproduce, distribute or publicly display the content of the App or Services; (b) make modifications to the App or Services; or (c) interfere with or circumvent any feature of the App, including any security or access control mechanism.
Although VeriCardia and the Practice attempt to ensure the integrity and accuracy of the App, we make no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the content on the App. It is possible that the App could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the App by third parties. In the event that an inaccuracy arises, please inform us so that it can be corrected. Information contained on the App may be changed or updated without notice.
You acknowledge and agree that the App may contain content or features that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Unless expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works of the App content or features. You also agree not to copy, modify, creative derivatives, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or to sell, assign, sub-license or otherwise transfer our software.
The VeriCardia name and logo are trademarks and service marks of VeriCardia. Nothing contained in the Terms constitutes as granting, by implication, estoppel, or otherwise, any license or right to use any of Vericardia’s trademarks, without its prior written consent. Any and all goodwill that is generated from using the Vericardia trademarks will inure to VeriCardia’s exclusive benefit.
If VeriCardia or the Practice block you from accessing the App, you agree not to implement any measures that circumvent the blocking. Users are also prohibited from using any visual element that could be deemed an endorsement by VeriCardia or the Practice without their prior written consent. Any use of the App or its features other than as specifically authorized herein is strictly prohibited. Any and all rights not expressly granted are herein reserved by VeriCardia.
When you use the Services, install the App on your device or use the other App services, you authorize VeriCardia and the Practice to provide information to your device which you will receive based on your device’s security settings. You are responsible for how the App is used on your device, including any communication from us through your device. You may agree to receive push notifications (messages an app sends you on your mobile device when the app is not being used) from us. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions provided in such emails. We may send you text (SMS) messages to the phone number you provide to us during registration. These messages may include operational messages about your use of the Services, technological issues and marketing messages. You agree that we may send you content containing your personal information by email, SMS, text, and/or mobile push notifications. This content may contain protected health information under HIPAA, including information related to conditions, treatments, and medications, which we will not reveal in the titles of messages or emails to protect your confidentiality. You understand and agree that by opting to receive such content, you are expressly opting into receiving your own protected health information by email, SMS/text, or mobile push notifications. Such communications from the App are not encrypted. By using the App, you release us from any liability arising from or related to any interception or unauthorized access to such communications. You may contact us by email at info@vericardia.com.
If you violate any of these Terms, your right to use the App or the Services will automatically terminate. We retain the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the App), temporarily or permanently, without notice to you upon being notified of your alleged violation of these Terms. We will have no liability whatsoever due to any change to the App or Services or any suspension or termination of your access to or use of the App or Services.
Upon termination of your use of the App, your license rights will terminate, and you must immediately cease all use of the App and Services. You will no longer be authorized to access your Account or the Services. You must pay us any unpaid amounts due prior to termination. All payment obligations accrued prior to termination, and sections of these Terms regarding ownership, indemnities, disclaimer of warranties, limitations on liability, and the Arbitration Agreement will survive.
THE APP AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VERICARDIA, THE PRACTICE, HEALTHCARE PROVIDERS, NOR ANY OF THEIR LICENSORS MAKE ANY EXPRESS WARRANTIES, AND WE AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER VERICARDIA, THE PRACTICE, HEALTHCARE PROVIDERS, NOR ANY OF THEIR LICENSORS MAKE ANY WARRANTY THAT CONTENT OR SERVICES SATISFY GOVERNMENT REGULATIONS.
THE APP AND CERTAIN SERVICES WERE DEVELOPED FOR USE IN CERTAIN STATES OF THE UNITED STATES AS LAID OUT HEREIN, AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION CONCERNING THE APP OR SERVICES WHEN USED IN THE NON-COVERED STATES OR ANY OTHER COUNTRY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE APP OR THE SERVICES, OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE APP, WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS.
Specifically, and without limiting the foregoing, we, our licensors, and our suppliers, make no representations or warranties about: (i) the accuracy, reliability, completeness, currentness, or timeliness of the content provided on or through the App; or (ii) regulations requiring disclosure of information on prescription drug products or the approval or compliance of any software tools with the App. Any location data accessed via the App may be inaccurate or incomplete and any use of such data is at your own risk.
YOU ACKNOWLEDGE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR NON-COMPANY SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE MOBILE APPLICATION, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND US AGAINST ANY CLAIM AND INDEMNIFY VERICARDIA AND THE PRACTICE FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION OR THIRD PARTY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT, APPLICATION OR SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE MOBILE APPLICATION.
VERICARDIA, THE PRACTICE AND HEALTHCARE PROVIDERS ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF THE APP OR THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT NEITHER VERICARDIA NOR THE PRACTICE ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR ANY LOSS OF DATA, INCLUDING SUBMISSIONS.
To the fullest extent permitted by law, in no event will VeriCardia, the Practice, or Healthcare Providers, or their licensors, suppliers, or any third parties mentioned on the App be liable for any personal injury, including death, attributable to or caused by your use or misuse of the App. Remedies under these Terms are exclusive and are limited to those expressly provided for in these Terms. You expressly agree that Healthcare Providers are third party beneficiaries under these Terms and may enforce the rights hereunder, including limitation of liability rights.
NEITHER VERICARDIA, THE PRACTICE, HEALTHCARE PROVIDERS, NOR ANY OF THEIR LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF WE KNOW OR SHOULD KNOW THAT OTHER DAMAGES ARE POSSIBLE, OR THAT DIRECT DAMAGES ARE NOT A SATISFACTORY REMEDY. THESE LIMITATIONS APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION. EXCEPT AS PROVIDED IN THE ARBITRATION AGREEMENT, NEITHER VERICARDIA, THE PRACTICE, HEALTHCARE PROVIDERS, NOR ANY OF THEIR LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT TO ANY USER FOR ANY CLAIMS (IN AGGREGATE OVER ALL TIME) FOR MORE THAN $100, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless VeriCardia, the Practice, affiliates, licensors, and service providers thereof, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, including Healthcare Providers, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the App and/or Services, including, but not limited to, your use of the App’s content other than as expressly authorized in these Terms, or your use of any information obtained from the App.
These Terms together with other agreements referenced herein (including our Privacy Policy), are the entire agreement between you, VeriCardia and the Practice relating to the App and to the Services. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on the App. We may assign these Terms at any time without notice or your consent. If we choose not to enforce any provision of these Terms, we retain the right to enforce it in the future. This means that the failure to enforce any provision of these Terms does not constitute a waiver of that provision. If any provision in these Terms is found to be unenforceable, that provision and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.
This agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of New Jersey (without giving effect to the principles of conflicts of laws or choice of Law thereof that would compel the application of the substantive law of any other jurisdiction).
ANY DISPUTE RELATING TO THIS AGREEMENT WILL BE RESOLVED IN ACCORDANCE WITH THE ARBITRATION AGREEMENT (SEE ARBITRATION AGREEMENT BELOW).
Nothing in these Terms limits either party's ability to seek equitable relief.
IF YOU ARE DISSATISFIED WITH THE APP OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE APP.
We are under no obligation to provide support for the Services. In instances where we may offer support, you agree to release, waive, indemnify and hold harmless VeriCardia and the Practice against any and all liability for any harm, injury, damage, claims, demands, actions, causes of action, costs and expenses of any nature that may result from our support services.
These Terms require the use of arbitration to resolve disputes and also limits the remedies available to you in the event of a dispute. Most concerns can be resolved quickly by contacting our support department at support@vericardia.com or info@oceaneheartgroup.com. In the unlikely event that we are unable to resolve a legitimate legal complaint, we each agree to resolve disputes through final and binding arbitration or small claims instead of in courts of general jurisdiction.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU, VERICARDIA, THE PRACTICE, AND HEALTHCARE PROVIDERS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
This Arbitration Agreement (the “Arbitration Agreement”) is an inseparable part of these Terms.
Before filing a claim against VeriCardia or the Practice, you agree to make a good faith effort to try to resolve any dispute informally by contacting legal@vericardia.com or legal@oceanheartgroup.com and responding promptly to any related communications. If a dispute is not resolved within 30 days of initial submission, you or VeriCardia or the Practice may bring a formal arbitration proceeding.
Any arbitration proceedings shall be conducted by the American Arbitration Association (“AAA”) under its rules and procedures applicable at that time, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (to the extent applicable), as modified by our Arbitration Agreement. You may review those rules and procedures, and obtain a form for initiating arbitration proceedings at the AAA’s website. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting VeriCardia. Arbitration shall be held in the State of New Jersey or at another mutually agreed location. If the reasonable value of the relief sought is $10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us subject to the arbitrator's discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.
Notwithstanding the foregoing, nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of dispute (“Notice”). The Notice to VeriCardia should be addressed to: legal@vericardia.com. The Notice to the Practice should be addressed to: legal@oceanheartgroup.com. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought and the specific applicable legal basis for the requested relief (“Demand”). You agree to make good faith efforts to resolve the claim directly, however, if we do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or VeriCardia may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing.
If you do not wish to resolve disputes by binding arbitration, you may opt out of this Arbitration Agreement within 30 days after the date that you agree to these Terms by sending a letter to legal@vericardia.com that specifies: your full legal name, email address associated with your account, and a statement that you wish to opt out of this Arbitration Agreement.
YOU, VERICARDIA AND THE PRACTICE AGREE, AS PART OF THE ARBITRATION AGREEMENT, THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. WE REFER TO THIS AS THE “PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS”. UNLESS BOTH YOU AND US AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN YOUR OR OUR CLAIM WITH ANOTHER PERSON’S OR PARTY’S CLAIM, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY ONLY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) 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).
Except with respect to the Prohibition of Class and Representative Actions, if a court decides that any part of this Arbitration Agreement is invalid or unenforceable, the other parts of this Arbitration Agreement shall continue to apply. If a court decides that the Prohibition of Class and Representative Actions is invalid or unenforceable, then the entire Arbitration Agreement shall be null and void.
You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the App or Services or otherwise under these Terms must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claims.
