DURATION HEALTH TERMS AND CONDITIONS

These DURATION HEALTH TERMS AND CONDITIONS (“Agreement”) concern those certain pages or features of the durationhealth.com website (together with its pages and features, “Site”) wherein Duration Health, PC (together with its affiliates, “Duration Health”) may offer certain telemedicine, healthcare, or healthcare-related products or services (the “Services”). Those certain pages or features of the Site are referred to herein as the “Duration Health Pages.” This Agreement is made and entered into by and between you and any person helping you visit, access, register with, and/or use a particular Duration Health Page (collectively, “you” or “your”), on the one side, and Duration Health on the other side. You and Duration Health are sometimes referred to herein each as a “Party” and together as the “Parties.”

Please read this Agreement carefully before accessing or using the Duration Health Pages because it constitutes a legally binding agreement between you and Duration Health.

When you create, register, or log into an account, as applicable, through the Duration Health Pages, you are automatically accepting and agreeing to the most-recent version of this Agreement.

Similarly, by visiting, accessing, registering with, or using the Duration Health Pages, you are automatically accepting and agreeing to the most-recent version of this Agreement, and your continuing visit, access, registration with, or use of the Duration Health Pages reaffirms your acceptance and agreement in each instance.

If you do not accept and agree to this Agreement in its entirety, then you are strictly prohibited from visiting, accessing, registering with, and/or using the Duration Health Pages.

Duration Health may supplement, amend or otherwise modify this Agreement at any time. Such modifications will be posted on this or a similar page of the Duration Health Pages, as applicable, e-mailed to the e-mail address associated with your User Account (as defined below), or posted to your User Account, and any such modifications shall be deemed effective as of their stated effective or modification date. It is your responsibility to carefully review this Agreement and your User Account each time you visit, access, register with or use the Duration Health Pages.

1.     For Non-Emergency Use Only. The Duration Health Pages are for non-emergency use only. If you are experiencing a medical emergency, then call 911. The Duration Health Pages are not intended to provide the full range of medical services; please see your regular physician for all of your health related issues. You are strongly advised to communicate with your regular physician about any consultations, treatments or medications you obtain on or through the Duration Health Pages.

2.     Eligibility. The Duration Health Pages are offered only to users eighteen (18) years of age or older, or otherwise the age of majority in their respective jurisdictions, and who have accepted this Agreement. By visiting, accessing, registering with or using the Duration Health Pages, or by purchasing or using any products or services through the Duration Health Pages, you represent and warrant to Duration Health that you meet these eligibility requirements. You agree to comply with all applicable laws for visiting, accessing, registering with and using the Duration Health Pages and for purchasing any products or services through the Duration Health Pages, and you may only use them for lawful purposes.

3.     Privacy. Duration Health respects your privacy and the use and protection of your personal information. Duration Health’s policies concerning the collection and use of your personal information in connection with the Duration Health Pages are set forth in the Duration Health Privacy Policy, as well as in the Duration Health Notice of Privacy Practices, which you should carefully review each time you visit, access, or use the Duration Health Pages.

4.     Your Devices. Certain portions of the Duration Health Pages may be configured for, and Duration Health may offer the Duration Health Pages through, computers, tablets, smart phones and/or other electronic devices (“Device(s)”), and this Agreement shall apply with equal force and measure to your visit, access, registration with, and use of the Duration Health Pages through such Devices. You are responsible for obtaining and updating your Device and your Device’s software, operating system, carrier, and network access as necessary to properly access and use the Duration Health Pages. Duration Health does not guarantee that the Duration Health Pages or any portions thereof, will function on or in connection with any particular Device, software, operating system, carrier, or network. If you visit, access, or use the Duration Health Pages through a particular Device, then you hereby acknowledge and agree that information about your use of the Duration Health Pages through that Device or its carrier or network (such as, by way of example only, the identity of your Device or its carrier or network) may be communicated to Duration Health and/or certain third parties. All or any part of the voice, message, and data fees, rates, charges and taxes of your Device’s carrier or network, or another third party, may apply to your visit, access, registration with, and/or use of the Duration Health Pages. Duration Health is not responsible for, and you further accept full responsibility for, all Device, carrier and network fees, rates, charges, and taxes that may apply, if any.

5.     Ownership. The Duration Health Pages and all elements and derivatives thereof (including, without limitation, all content, information, source codes, object codes, data, instructions, documentation, and expressions), as well as all copyrights, trademarks, trade secrets, and other intellectual properties of the foregoing, are owned, licensed or permissibly used by Duration Health. In no event shall you have or retain any rights, titles, or interests in or to the foregoing other than those limited rights expressly granted to you under this Agreement. No rights or permissions granted to you under this Agreement are coupled with an interest. Nothing contained in this Agreement shall be construed as a waiver or limitation of Duration Health’s or its licensors’ respective rights and remedies under applicable law.

6.     Rights, Permissions, and Consents.

a.     License of the Duration Health Pages. Subject to the terms and conditions of this Agreement, and any associated payment and registration obligations as imposed by or with the prior consent of Duration Health (including you having a User Account in good standing), Duration Health grants you a limited, non-exclusive, personal, freely-revocable, non-transferable, and non-sublicensable license to access and view the various publicly displayed pages of the Duration Health Pages, and to view the information and content found thereon. Your unauthorized use of the Duration Health Pages, or any breach by you of this Agreement, automatically terminates this license.

b.     License of User Materials. All names, photographs, information, communications and any other content that you submit to or publish on or through the Duration Health Pages, or that you submit to or publish on an online social media account (e.g., Facebook, Twitter, Instagram) that you own and link or otherwise associate with the Duration Health Pages or your User Account, including any medical information you provide via the Duration Health Pages, if any and as applicable, is hereinafter defined as the “User Materials.” You hereby agree that any information you provide to Duration Health shall be complete and accurate, including any information about your identity, location, health condition, and symptoms. You hereby grant Duration Health an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sublicensable, perpetual and universe-wide license for Duration Health to host, store, reproduce, transmit, distribute, sell, resell, license, sublicense, market, modify, adapt, create derivative works, communicate, publish, syndicate, publicly perform, publicly display, archive, and otherwise use and exploit all or any part of such User Materials and any elements and derivatives thereof in any manner, medium or form, whether now known or hereinafter devised, as Duration Health sees fit in its sole discretion. As further described in the Duration Health Privacy Policy, Duration Health may dispose of or delete any such personal information or non-personal information at any time, except as set forth in any other agreement or document executed by Duration Health or as otherwise required by law. You further recognize and agree that your disclosure of information to Duration Health, such as your medical records and explanations of benefits, is voluntary, and that neither Duration Health nor such records are subject to any of the provisions or protections generally afforded to medical records by the Health Insurance Portability and Accountability Act (“HIPAA”).

c.     Reservation of Rights. Nothing in this Agreement shall restrict or limit Duration Health’s rights, titles, or interests in or to the Duration Health Pages, the User Materials or any elements or derivatives of the foregoing.

d.     Warnings; Disclaimers. Please note that the User Materials might become the subject of public disclosure. Thus, other than as set forth in any other agreement executed by Duration Health or as required by law, neither Duration Health nor its successors, assigns, transferees, or licensees are responsible for, and expressly disclaim any liability arising from or in connection with, its/their use of any User Materials in accordance with the terms and conditions of this Agreement.

7.     Suspension or Termination of Service. Duration Health has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Duration Health Pages and/or your User Account at any time, and without notice or recourse, as Duration Health deems advisable in its sole discretion. Duration Health shall not be liable to you or any third party(s) for any loss or damage that is caused by or arises from or in connection with any such suspensions or terminations (including, without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in or loss of service, disruption in the provision or health care services, or loss of content).

8.     User Account.

a.     Registration. As explained further above, to secure the right to access and use the registration-only pages of the Duration Health Pages, you must register with and create a personal user account with Duration Health through the Duration Health Pages (“User Account”), as well as further acknowledge your acceptance of and agreement to this Agreement and those additional terms, conditions, and policies referenced herein, as Duration Health may require from time-to-time. As part of the registration process, you may be required to satisfy certain conditions precedent imposed by Duration Health (including, for example, providing additional information to Duration Health and entering into additional agreements with Duration Health). Unless otherwise permitted by Duration Health in writing, you may only have one (1) non-transferable User Account.

b.     User Account Activity and Information. You are responsible for all activity that occurs under your User Account and are prohibited from authorizing or allowing any third party to access or use your User Account. Accordingly, you should take all steps necessary to protect and keep secret your User Account details and access information (including your login name and password, as applicable). You should also maintain accurate, complete, and up-to-date information in your User Account (including, without limitation, maintaining a valid and current payment method and e-mail address) because your failure to do so may result in your inability to access, use and/or receive all or any part of the Duration Health Pages and/or Duration Health’s termination of this Agreement. For security purposes, you shall immediately notify Duration Health if you suspect a third party has gained access to or is using your User Account without authorization. For the avoidance of doubt, Duration Health has the unencumbered right to access and use, and to allow its agents, employees, representatives, contractors, and vendors to access and use, the information in your User Account in order to facilitate the exercise and performance of Duration Health’s rights and obligations under this Agreement, the operation of the Duration Health Pages, and/or any other the rights, obligations and services related to the subject matter of this Agreement (including, without limitation, payments, and communications).

c.     Indemnification. If you fail to comply with any terms or conditions of Section 8(b) above (whether intentionally or unintentionally), then you accept full responsibility for the consequences thereof (including, without limitation, any unauthorized charges and payments, any unauthorized changes to your User Account information and settings and any unauthorized access or use of your User Account), and agree to indemnify, release, and hold harmless Duration Health and Duration Health’s officers, directors, members, managers, owners, stockholders, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties, and expenses (including, without limitation, costs and reasonable outside attorney fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with your failure to comply with such terms or conditions.

9.     Products and Services. Duration Health may offer, sell, market, or provide various products and services on or through the Duration Health Pages. However, the transaction may be facilitated by third-party payment processing vendor as an intermediary. However, the terms, conditions, and performance of any transactions involving any of the products and services offered, sold, marketed, or provided by Duration Health on or through the Duration Health Pages are between you and Duration Health.

10.  Payments.

a.     Third-Party Payment Processing Vendor. Credit card, debit card and other monetary transactions on or through the Duration Health Pages may occur through an online payment processing application that is provided by a third-party vendor(s) accessible through the Duration Health Pages. Duration Health’s relationship with the third-party payment processing vendor(s), if any, is merely contractual in nature, as it is nothing more than a third-party vendor and is in no way subject Duration Health’s direction or control; thus, their relationship is not, and should not be construed as, one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers, contractors or the like.

b.     Refusal of Products and Services. Duration Health has the right to refuse its products and services to you if it suspects that you are in any way involved in fraudulent or illegal activity, including, but not limited to, the use of stolen credit cards or prescription medication fraud. Duration Health may contact your payment method issuer, law enforcement, or others and share information relating to your payments if Duration Health believes doing so will prevent a violation of the law or financial loss.

c.     Payment Authorization. If you provide Duration Health with your payment information, then you authorize Duration Health to do the following as Duration Health deems necessary, although Duration Health has no obligation to do so: (a) share your payment information with the third-party payment processing vendor(s), if any; and (b) obtain your updated payment information from your payment issuer, the third-party payment processing vendor(s), if any, and/or applicable third-party providers.

d.     Payment Obligations. You agree that you are responsible for all amounts that accrue under your account(s) with Duration Health, the third-party payment processing vendor(s), and/or other third parties on or through the Duration Health Pages, as applicable. You also agree to be responsible for all payments, fines, penalties, and other liabilities incurred by any such person or entity that arises out of or relates to payments that you authorize or accept on or through the Duration Health Pages, including, without limitation, all fees, penalties, taxes, and duties; and to be responsible for all expenses (including costs and reasonable outside attorney fees) and interest incurred by any such person or entity to collect any overdue amounts.

e.     Waiver of Claims; Unauthorized Payments. To the fullest extent permitted by law, you agree to waive all claims against Duration Health related to any unauthorized payments made on or through your account(s) with Duration Health, the third-party payment processing vendor(s), and/or any other third parties, regardless of whether they are authorized or unauthorized.

f.      Accurate Payment Information. You represent and warrant to Duration Health that any payment information you provide on or through the Duration Health Pages is current, complete, and accurate; and that you will promptly notify Duration Health if your payment information has changed (such as a change in address or expiration date), if your payment method has been cancelled, or if you become aware of a breach of security.

g.     No Refunds. All sales and payments made on, through or regarding the Duration Health Pages and/or your User Account are final, irrevocable, and not subject to or eligible for a refund.

11.  Electronic Communications.

a.     Express Consent. You hereby expressly consent to Duration Health sending or otherwise communicating with you for any purpose (including, without limitation, for advertising, telemarketing, or other marketing or promotional purposes, or for sending or notifying you about special offers, updates, newsletters or for other informational purposes) via any electronic means or forms as Duration Health deems appropriate in its sole discretion, whether through the Duration Health Pages, through your User Account, by personal communication, by e-mail, by automatic telephone dialing system, by artificial or prerecorded voice, by online social media, by text message (e.g., short message service a/k/a SMS, and multimedia messaging service a/k/a MMS), or by other electronic media means or forms. By giving such consent, you agree that no such communication shall violate the Telephone Consumer Protection Act, the CAN-SPAM Act, or any other applicable laws, rules, or regulations. Voice, message, and data fees, rates, charges, and taxes may apply to you, and you are responsible for payment of the same. You are not required to grant the foregoing consent as a condition for the purchase or license of any Duration Health products or services.

b.     E-mail Opt-Out. You may opt-out of receiving any e-mails as described in Section 11(a) above any time by following the opt-out instructions in any such e-mails you have received and would like to opt-out of. You may also opt-out of receiving certain e-mails by managing your electronic communication preferences through your User Account, as applicable. You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Duration Health Pages, your User Account, Duration Health’s products or services, and/or your ability to receive certain messages and/or notifications from Duration Health.

c.     Text Message Opt-Out. You may opt-out of receiving any text messages (e.g., short message service a/k/a SMS, and multimedia messaging service a/k/a MMS) as described in Section 11(a) above at any time by following the opt-out instructions in any such text messages you have received and from which you would like to opt-out. You may also opt-out of receiving certain text messages by managing your electronic communication preferences through your User Account, as applicable. You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Duration Health Pages, your User Account, Duration Health’s products or services, and/or your ability to receive certain messages and/or notifications from Duration Health.

d.     Other Opt-Outs. You may opt-out of receiving any communications besides those described in Sections 11(b) and 11(c) above at any time by providing Duration Health with an e-mail to [email protected], with a subject line of “Opt-Out of Communications,” a list in the body of the e-mail that identifies the specific type of communication(s) that is the subject of your opt-out request (e.g., communications by automatic telephone dialing system), and a list in the body of the e-mail that identifies the telephone number(s) or e-mail address(es) (as applicable depending on the specific type of communication(s) that is the subject of your opt-out request) belonging to you which are the subject of your opt-out request. You may also opt-out of receiving certain of those communications by managing your electronic communication preferences through your User Account, as applicable. Further, for certain telephone communications (e.g., communications by automatic telephone dialing system), you may opt-out by using any other reasonable method delivered to the appropriate department of Duration Health. You acknowledge that opting out of receiving any of those communications may impact your receipt, the success, and/or the performance of all or any part of the Duration Health Pages, your User Account, Duration Health’s products or services, and/or your ability to receive certain messages and/or notifications from Duration Health.

12.  Prohibited Activities. You shall not engage in any of the following activities at any time with respect to the Duration Health Pages: (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy, or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Duration Health or its licensors with respect to the Duration Health Pages); (c) the reproduction of the Duration Health Pages or any data or content found thereon or therein, in whole or in part, or the creation of any derivatives works of the foregoing (unless expressly authorized by Duration Health herein); (d) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, an invasion of privacy, defamatory, disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening, or abusive); (e) the publication of a person’s or entity’s personal information or private facts without his/her/its prior written consent; (f) the publication of any machine, computer, or randomly generated content; (g) supplying or publishing any information or statements to or through the Duration Health Pages that is false, misleading, deceptive, or incorrect; (h) any act that constitutes a commercial activity; (i) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers, or applications; (j) the systematic retrieval or copying of any information or content found on or through the Duration Health Pages or any servers which may host the Duration Health Pages to directly or indirectly create or compile, in whole or in part, a collection, compilation, database, or directory; (k) the use of any software, program, process, device, application, or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware and malware) to monitor, copy, disrupt, damage, injure, interfere with or impermissibly access, in whole or in part, the Duration Health Pages, any servers which may host the Duration Health Pages, or any data or content found thereon or therein; (l) any act that involves or concerns decrypting, security bypassing, or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying or the like in relation to the Duration Health Pages or any servers which may host the Duration Health Pages; (m) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Duration Health Pages or any servers which may host the Duration Health Pages; (n) any act that gains or attempts to gain unauthorized access to computer systems, networks, information or materials through the Duration Health Pages or any servers which may host the Duration Health Pages; or (o) any other act that Duration Health becomes aware of and believes in good faith is improper, illegal, or harmful to the Duration Health Pages, any servers which may host the Duration Health Pages, any person or entity, or the property of any person or entity.

13.  Links to Other Sites, Apps or Networks.

a.     Linked Technologies. The Duration Health Pages may contain links to third-party websites, networks, platforms, servers, and/or applications (“Linked Technologies”). The Linked Technologies are not under the control of Duration Health. The Duration Health Pages only contain these links as a convenience to you.

b.     Disclaimer About Linked Technologies. Duration Health is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from the Linked Technologies (including, without limitation and by way of example only, malicious software, spyware programs, inaccurate information, and illegal content). Duration Health does not make, nor has Duration Health made, any representations or warranties (whether express, implied, or otherwise) concerning the terms of use or service, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes or other items which may be found on or excluded from the Linked Technologies; nor shall the fact that the Duration Health Pages link to any Linked Technologies constitute an affiliation with, association with, or endorsement of such Linked Technologies or any information, content, goods, services, promotions, advertisements, programs, codes, or other items which may be found on or excluded from such Linked Technologies. If you decide to access any Linked Technologies, then you do so at your own risk.

14.  Take Down. Duration Health reserves the right, but not the obligation, to take down or otherwise exclude from the Duration Health Pages, without notice or recourse, any communications, names, photographs, information, and/or content made or submitted by you or others on or through the Duration Health Pages which Duration Health believes at any time and in its sole discretion to be infringing or otherwise in violation of the proprietary, privacy, or publicity rights of any person or entity; plagiarizing; defamatory; disparaging; embarrassing towards any person or entity; disclosing of confidential, private, or personal information about or belonging to any person or entity; profane; indecent; obscene; racist, sexist, or otherwise derogatory in terms of race, nationality, religion, gender, gender identification, sexual orientation or otherwise; threatening; abusive; illegal; false; misleading; deceptive; inciting violence; hate speech; and/or a political attack on a group or individual.

15.  User Representations, Warranties, and Covenants. You represent, warrant and covenant to Duration Health that: (a) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction; (b) you have read and understand this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement; (d) you understand and acknowledge that by accepting this Agreement you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state or local laws which may concern the Duration Health Pages, any servers which may host the Duration Health Pages or any information, communications or content found on or through them; (g) you are the exclusive owner of all rights, titles, and interests in and to the User Materials (including, without limitation, all copyrights, trademarks, patents, trade secrets, rights of publicity and rights of privacy) and/or, if applicable, have secured all necessary rights and permissions from all subjects depicted in, and all persons and entities who contributed to, the User Materials to allow for your performance and grant of rights hereunder; (h) the User Materials are wholly original to you; (i) the User Materials do not and will not infringe upon or otherwise violate the proprietary, publicity, or privacy rights of any person or entity; (j) the User Materials do not and will not defame, disparage, embarrass or disclose confidential, private or personal information about or belonging to any person or entity; (k) nothing contained in the User Materials is or will be, or contains or will contain, links to material that is, profane, indecent, obscene, threatening, abusive, illegal, false, misleading, or any form of spam, malware, virus, bug, bot, spyware or other malicious or tracking technology; (l) Duration Health is not required to seek the permission of or compensate any third party(s) to exercise any of the rights granted by you under this Agreement; (m) no obligation, disability, agreement, or adverse claim exists that may restrict your performance or grant of rights hereunder; (n) all information you provide to Duration Health in connection with your access or use of the Duration Health Pages is truthful and accurate; and (o) you are not listed on any United States government list of prohibited or restricted parties.

16.  Disclaimers and Limitations.

a.     General Disclaimer. Your visit, access, registration with or use of the Duration Health Pages in any way is done at your own risk. The Duration Health Pages, the success or performance of the Duration Health Pages, and all information, communications, content, features, products and services offered, sold and/or licensed on or through the Duration Health Pages are provided to you on an “as is,” “where is,” “as available,” and “with all faults” basis. Duration Health does not make, nor has Duration Health made, any representations or warranties of any kind or nature (whether direct or indirect, oral or written or express or implied) to you with respect to the Duration Health Pages, the success, performance, functionality, reliability or safety of the Duration Health Pages, or any such information, communications, content, features, products, or services. Duration Health expressly disclaims any and all express warranties, implied warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, good faith and fair dealing, title, non-infringement, quality, accuracy, reliability and performance) and warranties arising from conduct, course of dealing, custom and usage in trade with respect to the Duration Health Pages, the success, performance, functionality, reliability or safety of the Duration Health Pages and any such information, communications, content, features, products, and services. Duration Health does not make, nor has Duration Health made, any affirmation of fact or promise relating to the Duration Health Pages, the success, performance, functionality, reliability or safety of the Duration Health Pages or any such information, communications, content, features, products or services that has become any basis of this bargain. There are no warranties (express, implied or otherwise) concerning the Duration Health Pages, the success, performance, functionality, reliability or safety of the Duration Health Pages or any such information, communications, content, features, products or services that extend beyond the face of this Agreement.

b.     Disclaimer About Duration Health Products and Services. All descriptions, images, references, features, content, specifications, products, and prices of any products or services offered by Duration Health on or through the Duration Health Pages are subject to change at any time and without notice to you.  Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only.  The inclusion of any products or services through the Duration Health Pages does not imply or warrant that they will be available. Any medical products are provided subject to all warnings, limitations, and restrictions published or provided by the manufacturer thereof.  It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any product or service ordered or purchased through the Duration Health Pages. Duration Health reserves the right, with or without prior notice to you, to do any one or more of the following:  (i) limit the available quantity of or discontinue any such product or service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar you from making or completing any transactions through the Duration Health Pages; and (iv) refuse to provide you with any such product or service.

c.     Disclaimer About System Delays. You understand and acknowledge that the Duration Health Pages may be subject to limitations, delays, and other problems inherent in the use of third-party communication networks and facilities that are outside of Duration Health’s control. Do not use Duration Health’s services for emergency or urgent medical care. Duration Health shall not be responsible for, and expressly disclaims, any delays, failures, losses, injuries, liabilities, or damages associated with the Duration Health Pages which result from any system delays, downtimes, interruptions, or other failures of or problems with the Duration Health Pages that are outside of Duration Health’s control (including, without limitation, scheduled maintenance or network failure).

d.     Disclaimer About Certain Information, Communications and Content. Any opinions, advice, reviews, statements, offers, or other information, communications or content found on, through, or in relation to the Duration Health Pages, in any marketing or promotional materials concerning Duration Health, the Duration Health Pages, or any third-party providers (including, without limitation, advertisements, and social media pages) or made or provided during the course of your visit, access, registration with, or use of the Duration Health Pages are those of their respective authors, and not necessarily those of Duration Health, and, thus, should not necessarily be relied upon. Such authors are solely responsible for the accuracy of such information, communications, or content. Duration Health does not guarantee, adopt, or endorse the accuracy, completeness, reliability, or usefulness of any such information, communications, or content, even if Duration Health is the author. Duration Health is not responsible for the accuracy, completeness, reliability, or usefulness of any such information, communications, or content. Under no circumstances shall Duration Health be liable to you or any third parties for any loss or damage caused by or arising from or in connection with your reliance on any such information, communications or content. Duration Health does not provide any services for which a medical license is required.

e.     Limitation of Liability. In no event shall Duration Health or any of Duration Health’s officers, directors, members, managers, owners, stockholders, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees be held liable to (or be obligated to indemnify) you or any third party for any direct, indirect, punitive, or special damages (including, without limitation, legal costs, attorney fees, lost profits, replacement costs, or repair costs) caused by or arising from or in connection with: (a) your access, inability to access, registration with, inability to register with, use, or inability to use the Duration Health Pages; (b) the unauthorized access to or alteration of your information; (c) any statements, content, or conduct of any third party on, through, or in relation to the Duration Health Pages or made or provided during the course of your visit, access, registration with, or use of the Duration Health Pages; (d) any hacking, denial of service attacks, data security breaches or other third-party conduct that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), network(s), or User Account; (e) any transmission, download, or infection of any software, system, program, file, process, device, application, or routine (including, without limitation and by way of example only, robots, scrapers, spiders, viruses, spyware, and malware) that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), network(s), or User Account; (f) the fact that you have relied on any information or content found on, through or in relation to the Duration Health Pages or made or provided during the course of your visit, access, registration with, or use of the Duration Health Pages; or (g) any acts, errors or omissions of Duration Health or any third-party providers, if any; or (h) any products or services offered or sold by Duration Health on or through the Duration Health Pages. If you are dissatisfied with the Duration Health Pages or any products or services offered or sold by Duration Health on or through the Duration Health Pages, then your sole and exclusive remedy against Duration Health and/or Duration Health’s officers, directors, members, managers, owners, stockholders, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees is to discontinue your access and use of the Duration Health Pages and those products and services.

f.      No Injunctive Relief. If Duration Health breaches or otherwise violates this Agreement, then you shall not be entitled to seek or obtain, and you do hereby waive, any type of injunctive relief against the Duration Health Pages as a result of such breach or other violation. For the avoidance of doubt, the foregoing limitation on injunctive relief does not limit your ability to seek or recover any monetary remedies authorized by law in the event of any such breach or other violation (except for those which are otherwise expressly precluded by this Agreement).

g.     Limitation of Remedies. If Duration Health breaches or otherwise violates this Agreement, then in no event shall you be entitled to recover any special, incidental, consequential, speculative, or punitive damages arising out of or in relation to such breach or other violation, even if Duration Health has been notified of the possibility of such damages.

h.     Consumer Protections. The disclaimers and limitations set forth in this Section 16 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.

17.  General Release of Claims. You hereby release and hold harmless Duration Health and Duration Health’s officers, directors, members, managers, owners, stockholders, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, personal injury, property damage, negligence and/or any other legal theory arising from or in connection with the Duration Health Pages, the products or services offered or provided on or through the Duration Health Pages, and/or the rights and privileges granted or conveyed by you under this Agreement (including, without limitation, those rights and privileges relating to the User Materials and/or any elements, derivatives or marketing of the foregoing). Further, you waive your right to, and in no event shall you seek to, enjoin Duration Health, any of Duration Health’s officers, directors, members, managers, owners, stockholders, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees or any exercise of the rights or privileges granted or conveyed by you under this Agreement (including, without limitation, the User Materials).

18.  Indemnification. You hereby agree to indemnify, release, and hold harmless Duration Health and Duration Health’s officers, directors, members, managers, owners, stockholders, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties, and expenses (including costs and reasonable outside attorneys’ fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors, or omissions, (b) your use of the Duration Health Pages or any products or services offered or provided on or through the Duration Health Pages in any manner contrary to the terms and conditions of this Agreement, (c) your violation of the rights of, or other injury to, any third party, and/or (d) your breach of all or any part of this Agreement.

19.  Term; Termination; Survival. This Agreement shall continue and remain in effect until it is terminated in accordance with the terms and conditions of this Agreement. Duration Health may terminate this Agreement at any time, for any or no reason, and without notice to you (including, without limitation, if Duration Health believes that you have violated or acted inconsistently with any term or condition of this Agreement). You may terminate this Agreement at any time and for any or no reason by cancelling your subscription with Duration Health, with such cancellation being effected by you through your timely use of the cancellation feature of your User Account, as applicable, or by sending an e-mail to [email protected] with a subject line of “Cancellation”. If this Agreement is terminated for any reason, then all rights granted to you under this Agreement shall automatically revert back to Duration Health, and the following shall survive in perpetuity: (a) all defined terms under this Agreement; (b) all rights and privileges under this Agreement which were granted to and/or accrued in favor of Duration Health and/or any of Duration Health’s officers, directors, members, managers, owners, stockholders, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors, or licensees as of the date of this Agreement’s termination; (c) all payments which accrued as of the date of termination; (d) all disclaimers, limitations of liability, and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications, and promises made by you under this Agreement.

20.  Governing Law. This Agreement, the additional terms, conditions, and policies referenced herein (including, without limitation, the Duration Health Privacy Policy), your access or use of the Duration Health Pages, your transactions on, through or in relation to the Duration Health Pages, your purchase or use of any products or services offered, sold, marketed, or provided on, through or in relation to the Duration Health Pages, all information disclosed or received on, through, or in relation to the Duration Health Pages (including, without limitation, personal information, and non-personal information), all content found on, through or in relation to the Duration Health Pages, all information, communications and statements made on, through, or in relation to the Duration Health Pages (including, without limitation, your express consent to Duration Health sending or otherwise communicating with you via any electronic means or forms, such as e-mail, telephone, or text message), the Parties’ relationship, and/or all disputes, controversies and claims arising from or concerning any or all of the foregoing (whether grounded in contract, tort, statute, law or equity) shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of New York in the United States of America and applicable federal law of the United States of America, regardless of its place of execution, its place of performance and any conflicts of law analysis. For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever.

21.  Dispute Resolution.

a.     Binding Arbitration; Waiver. Each Party hereby irrevocably submits all disputes, controversies and claims arising from or concerning any or all of the following (whether grounded in contract, tort, statute, law or equity) (collectively, the “Dispute(s)”) to binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (a/k/a JAMS) or its successor (“JAMS”) for the resolution thereof, and such arbitration shall be the sole and exclusive method for resolving the Disputes: this Agreement; the additional terms, conditions, and policies referenced herein (including, without limitation, the Duration Health Privacy Policy); your access or use of the Duration Health Pages; your transactions on, through, or in relation to the Duration Health Pages; your purchase or use of any products or services offered, sold, marketed, or provided on, through, or in relation to the Duration Health Pages; all information disclosed or received on, through, or in relation to the Duration Health Pages (including, without limitation, personal information, and non-personal information); all content found on, through or in relation to the Duration Health Pages; all information, communications and statements made on, through or in relation to the Duration Health Pages (including, without limitation, your express consent to Duration Health sending or otherwise communicating with you via any electronic means or forms, such as e-mail, telephone, or text message); and/or the Parties’ relationship. The arbitration shall be binding, final, and confidential.

b.     Arbitration Rules. The arbitration shall be conducted before a single arbitrator under the then-current JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as supplemented by the Federal Rules of Civil Procedure and the Federal Rules of Evidence if and where applicable as a gap-filler. If there is any conflict between a provision of the JAMS Rules, the Federal Rules of Civil Procedure, the Federal Rules of Evidence, or this Agreement, then the conflicting provision of this Agreement shall control and govern over the JAMS Rules, the Federal Rules of Civil Procedure and the Federal Rules of Evidence; and the JAMS Rules shall control and govern over the Federal Rules of Civil Procedure and the Federal Rules of Evidence. The construction, interpretation, and enforcement of this Section 21 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.

c.     Arbitration Process, Location, and Procedures. The Party initiating the arbitration proceeding shall serve a written notice of arbitration on the other Party in accordance with the JAMS Rules. The arbitration shall be held in New York, New York, United States of America. The arbitration shall be conducted in the English language. The arbitrator shall be selected in accordance with the JAMS Rules, unless otherwise agreed to by the parties to the arbitration. All issues or questions concerning either the scope of this arbitration clause or the arbitrability of any of the Disputes shall be referred to and finally decided by the arbitrator. The arbitrator may construe or interpret, but shall not vary or ignore, the terms and conditions of this Agreement and shall be bound by applicable law.

d.     Arbitration Decisions and Awards. The arbitrator shall render a written final decision on the subject Dispute as soon as practicable and in any event not more than forty-five (45) days after the close of evidence and briefing. The arbitrator’s decision shall be written, shall be in accordance with applicable law, and shall be supported by written findings of fact and conclusions of law setting forth the basis for his/her decision. The arbitrator shall have no authority to award punitive, exemplary or consequential damages, unless such an award is authorized by applicable law. The arbitrator shall have the authority to award attorney fees and expenses if such an award is permitted under this Agreement or applicable law. Subject to any applicable rights of appeal, the final decision of the arbitrator shall be binding and conclusive upon all of the Parties who have been served with proper written notice of the arbitration proceeding as required by this Section 21. Judgment on any award rendered by the arbitrator may be confirmed in any state or federal court having jurisdiction thereof that is located in the State of New York, and may be entered in and enforced by any domestic, foreign, or international court having appropriate subject matter jurisdiction. Any decision, judgment, ruling, finding, award or other determination of the arbitrator and any information disclosed in the course of any arbitration hereunder shall be kept confidential by the Parties, and any court order to enforce the decision, judgment, ruling, finding, award or other determination of the arbitrator shall be filed under seal.

e.     Arbitration Fees and Expenses. JAMS’ administrative and filing fees, the arbitrator’s fees and expenses and all other fees and expenses charged by JAMS and/or the arbitrator to administer or conduct the arbitration shall be shared equally among all parties to the arbitration; provided, that the prevailing party of the arbitration may recover an award of its share of such fees and expenses if such an award is permitted under this Agreement or applicable law.

f.      Litigation; Waiver. In the event a particular Dispute is not subject to arbitration (whether by decision of an arbitrator with binding authority, or otherwise according to this Agreement or applicable law), each Party hereby irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of the State of New York in New York County, New York, United States of America and the United States federal courts in the Southern District of New York, for the litigation of said Dispute, and covenant and agree that neither of the foregoing is an inconvenient venue or forum.

g.     Waiver of Jury Trial and Class Action. Regardless of whether a particular dispute is subject to arbitration or litigation, each Party does hereby waive such Party’s right to a trial by jury, to participate as the member of a class in any purported class action or other proceeding or to name unnamed members in any purported class action or other proceedings.

22.  Notice. Unless otherwise expressly stated in this Agreement, Duration Health may give or deliver all other notices to you by means of a general notice posted on this or a similar page of the Duration Health Pages, as applicable, by e-mail to the e-mail address associated with your User Account or by posting to your User Account, as applicable, and shall be deemed effective as of their stated effective dates.

23.  Relationship. In no event shall this Agreement, the performance of a Party’s rights or obligations under this Agreement, the Duration Health Pages or a Party’s visit to, access of, registration with, or use of the Duration Health Pages create any type of fiduciary, franchise, agency, employment, independent contractor, partnership or joint venture relationship between you or Duration Health.

24.  Miscellaneous.

a.     Electronic Signatures. If your acceptance of this Agreement is further evidenced by your affirmative assent to the same (e.g., by a “check the box” acknowledgment procedure), then that affirmative assent is the equivalent of your electronic signature to this Agreement. However, for the avoidance of doubt, your electronic signature is not required to evidence or facilitate your acceptance and agreement to this Agreement, as you agree that the conduct described in this Agreement as relating to your acceptance and agreement to this Agreement alone suffices.

b.     Conflicting Provisions. If a term or condition of this Agreement conflicts with any other term or condition found on the Duration Health Pages, then the conflicting term or condition of this Agreement shall govern and control.

c.     Excused Performance. Duration Health is hereby excused for any failure to perform under this Agreement to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.

d.     Assignment and Delegation. You shall not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement without Duration Health’s prior written consent in each instance.

e.     Construction and Interpretation. This Agreement shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.

f.      Headings. Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit or describe the scope, intent, terms or conditions of this Agreement.

g.     Severability. If any term or condition of this Agreement is deemed invalid or unenforceable by a court of law or arbitrator (as applicable) with binding authority, then the remaining terms and conditions shall not be affected, and said court of law shall reform the invalidated or unenforceable term or condition to the maximum extent permitted under the law and consistent with the intent of this Agreement.

h.     Entire Agreement. This Agreement, together with those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including, without limitation, the Duration Health Privacy Policy), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof; supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter; and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

25.  Contact Us. Please direct any questions you may have about the Duration Health Pages or this Agreement to any one of the following:

By mail:           Duration Health, PC, 2443 Fillmore St #380-7336, San Francisco, CA 94115, with a subject line of “Duration Health Pages.”

By e-mail:        [email protected], with a subject line of “Duration Health Pages.”

The foregoing contact information may change from time-to-time by supplementation, amendment or modification of this Agreement.

26.  Last Modified. This Agreement was last modified on October 3, 2019.