Member Terms and Conditions of Use
Last Modified: January 24, 2018
Welcome to Ask Sophie
AskSophie is a health platform that provides you with information about health and wellness. You may also register as a Member for certain Services that help you collect and manage your Patient Information and provide you with more personalized health and wellness information. These Terms and Conditions of Use apply to users who have registered as Members.
Terms and Conditions of Use (“Terms” or “Agreement”) apply
to CloudMedx, Inc.’s health information platform AskSophie located
(the “Site”) as well as any other related features, contents,
applications, or websites we may offer from time to time
(collectively and as defined below, the “Service” or “AskSophie”
or the “AskSophie Services”).
Please read these terms and conditions of use carefully. By accessing or using this web site or the AskSophie Services, you agree to be bound by the terms and conditions described here and all terms incorporated by reference. If you do not agree to all of these terms, do not use this web site.
Arbitration Notice. Except for certain types of disputes described in the arbitration clause below, you agree that disputes between you and CloudMedx will be resolved by mandatory binding arbitration and you waive any right to participate in a class-action lawsuit or class-wide arbitration.
1.1 Binding Agreement. These Terms constitute a legally binding agreement between you and CloudMedx, Inc. You accept these Terms each time you access or use the Site or Services.
1.2 Modifications. We may change these Terms from time to time as our business changes, and you agree you will review the Terms and any updates regularly. Any modifications to the Terms will be posted on the Site. The Terms will indicate the date the document was last revised. Your continued use of the AskSophie Site and Services means you accept any such changes.
1.3 Who Is Eligible to Use Our Site and Services. The AskSophie Site and Services are intended to be used by adults. You may not use the Site or Services and you may not accept this Agreement if you are not at least 18 years of age and legally authorized to form a binding contract with CloudMedx.
The Site and Services were developed for use by residents of the United States. Personal information which is entered or collected on or through the Site or Services is subject to the laws of the United States which might differ from those of other countries.
1.4 Key Definitions. For purposes of these Terms, the following words have the meanings specified:
“CloudMedx,” “we,” “us” mean CloudMedx, Inc. and AskSophie.
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and the privacy regulations issued under these Acts.
“Member” means a person who has registered for a personal account with us to use AskSophie Services.
“Patient Information” means health information that could reasonably be used to identify you that you have either entered or uploaded to the Service or that we have obtained on your behalf from certain third-party health care providers.
“Personal Information” means information about you that is provided to us that could reasonably be used to identify you. It includes “Patient Information” unless otherwise noted.
“Protected Health Information” means Patient Information that is protected by the Health Insurance Portability and Accountability Act (HIPAA).
“You” and “Users” means all Members.
2. AskSophie Services
AskSophie is a health platform that provides you with information about health and wellness. You may also register for certain Services that help you collect and manage your Patient Information and that provide you with more personalized health and wellness information.
2.1 The Site Does Not Offer Medical Advice. Any content accessed ("Content") or Services provided through the Site is for educational and informational purposes only. The Content and Services should not be used or relied upon for the diagnosis or treatment of any medical condition.
Please consult your doctor or other qualified health care provider if you have any questions about your health or a medical condition or before changing any medication, changing your diet, or changing any course of treatment or starting any new activity.
Never disregard professional medical advice or delay seeking it because of something you have read on the Site. Your use of any Content or Services is at your own risk.
If you think you may have a medical emergency, call 911 or your doctor immediately.
2.2 Permission to Use the AskSophie Services. We grant you permission to use the Site and Services subject to the restrictions in these Terms. Through the AskSophie Services you can utilize tools to organize and manage your Patient Information and to receive personalized health and wellness information. Your use of the Services is at your own risk, including the risk that the Patient Information you enter or upload yourself or retrieve through the Service is inaccurate, untimely or unreliable.
3. Requirements and Limitations for Creating an Account
In order to use AskSophie Services, such as retrieving your Patient Information from third parties, you must register to create an AskSophie account.
3.1 Account Registration. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
For certain Services, we may need to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. These inquiries may include asking you for further information, requiring you to provide your full address, your date of birth, your social security number and/or requiring you to take steps to confirm ownership of your email address or verifying information you provide against third-party databases or through other sources, or other measures. If you do not provide this information or CloudMedx cannot verify your identity, we can refuse to allow you to use AskSophie Services.
3.2 Your Login Credentials. To use AskSophie Services, you will log in with your email address and a password of your choosing (your “access credentials”). Your login information and account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. You are responsible for all activity that occurs under your access credentials. You agree to use reasonable efforts to prevent unauthorized access to or use of the AskSophie Services and any device that you use to access the AskSophie Services. You are responsible for safeguarding your access credentials. If you forget your password, you will be asked to create a new one.
You agree to notify us immediately of any breach in secrecy of your access credentials. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify us by sending an email to Security@cloudmedxhealth.com. You will be solely responsible for the losses incurred by you, CloudMedx, or others due to any unauthorized use of your account.
4. General Rights You Grant to Us
You grant us and all other persons or entities involved in the operation of the Services the right to transmit, monitor, retrieve, store, and use your Personal Information, including registration information, login credentials and Patient Information in connection with the operation of the Services.
The privacy of your Personal Information is very important to us. We may only use and share your Personal Information when you have given us permission, or as permitted by the AskSophie Privacy and Security Policy and applicable law.
5. Retrieving Your Patient Information from Third-Party Providers
5.1 Process. Once you have registered as a Member, you may direct CloudMedx to retrieve your own Patient Information maintained by certain third-party health care providers with whom you have a patient relationship. You may link your AskSophie account directly to your online portal account(s) with third-party health care provider(s). Alternatively, you may fill out and sign a form that we will provide for exercising your individual right to request your Protected Health Information under HIPAA (HIPAA Request Form) that designates CloudMedx dba AskSophie as the recipient of the requested Patient Information and direct CloudMedx to send such form(s) to third-party providers so that CloudMedx may receive your Patient Information directly from them and upload such information to your account.
5.2 Your representations. In providing information to CloudMedx to facilitate its retrieval of your Patient Information, you represent that you will provide true, accurate, current and complete information and will not misrepresent information about your family members or third-party providers or about your Patient Information maintained by third-party providers and/or at third-party websites. You also agree to regularly review such information that you have provided to obtain access to your Patient Information and to keep it up to date. By submitting this information to CloudMedx, you represent that you are entitled to submit it to CloudMedx for its use to obtain retrieve your Patient Information on your behalf, without any obligation by CloudMedx to pay any fees or other limitations. You recognize that if you do not provide accurate and up to date information, the accuracy and effectiveness of the Service will be affected.
5.3 Rights You Grant to Us for the Retrieval Service. By submitting information, data, passwords, usernames, other log-in information, materials and/or other content related to a third-party provider to CloudMedx through the Service, you are licensing such information to CloudMedx for the purpose of providing the Patient Information Retrieval Service. CloudMedx may use and store such information in order to provide the Service to you, provided that such use and storage will be in accordance with the Privacy and Security Policy.
When you fill out and sign a HIPAA Form and submit it to CloudMedx, you authorize CloudMedx to send your HIPAA Form via fax, e-mail, mail or other means to the third-party provider(s) you have identified. By designating CloudMedx dba AskSophie as the intended recipient of the requested Patient Information, you authorize CloudMedx to receive such information from the third-party provider on your behalf. Alternatively, you may use the Add Health Accounts feature of the Service. When you use this service, we will directly connect to the website for the third-party provider you have identified. CloudMedx will then submit information (including usernames and passwords) that you provide to log you into such third-party sites and will retrieve your Patient Information on your behalf. You hereby authorize and permit CloudMedx to use and store information submitted by you to the AskSophie Service (such as HIPAA Forms, account passwords and usernames) to accomplish the foregoing, including submitting your HIPAA Form to third-party providers, and to configure the Service so that it is compatible with the third-party sites for which you submit login information. For purposes of providing the Patient Information Retrieval Service, you grant CloudMedx a limited power of attorney, and appoint CloudMedx as your attorney-in-fact and agent, to access third-party sites and retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities. YOU ACKNOWLEDGE AND AGREE THAT WHEN CLOUDMEDX IS REQUESTING ACCESS TO PATIENT INFORMATION FROM THIRD-PARTY PROVIDERS OR ACCESSING AND RETRIEVING PATIENT INFORMATION FROM THIRD-PARTY SITES, CLOUDMEDX IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Service is not sponsored or endorsed by any third-parties accessible through the Service.
5.4 Disclaimers and Limitations on Liability in Receiving Third Party Patient Information.
CloudMedx may review the Patient Information received from third-party providers. CloudMedx is not responsible for any errors in the information resulting from such review. CloudMedx makes no effort to review the information contained in such Patient Information for any other purpose, including but not limited to accuracy, legality or non-infringement. CloudMedx is not responsible for any Patient Information provided by third-party providers or their patient portal sites.
You acknowledge that there may be delays in record request processing from third-party providers. CloudMedx may be unable to obtain some or all of your Patient Information and cannot guarantee or assume responsibility for the completeness, timeliness, accuracy, relevance, deletion or non-delivery of any Patient Information. CloudMedx is not responsible for the way in which data is displayed on the Site or through the Service.
6. Patient Information That You Have Directly Entered or Uploaded
As a registered Member, you may upload your own Patient Information to the Service.
6.1 General Disclaimer and limitations on Liability on Member-Entered or Uploaded Information. CloudMedx is not responsible for the accuracy or timeliness of any Patient Information that you enter or upload to AskSophie.
6.2 Use of Optical Character Reader. In order to provide a better User experience, CloudMedx may utilize an optical character reading (OCR) service to convert the text in documents you upload into a form readable by a computer. You authorize CloudMedx to share your Patient Information with such an OCR service in accordance with our Privacy and Security Policy. You will be provided the opportunity to review the converted text before it becomes part of your personal profile. You are responsible for reviewing the information in the converted text for accuracy. If you confirm that the converted text accurately reflects the text in the original document that you uploaded, such information will become part of your profile. If you indicate that the converted text does not accurately reflect the text in the original document or fail to confirm that the information in the converted text is accurate, none of the converted text will become part of your profile. Your account will, however, continue to include the document which you originally uploaded although it may not be in a form readable by computer.
You may report errors that you detect in converted documents to us at email@example.com for the purpose of helping us improve our product. We are not required to take any action whatsoever on errors reported. Any such reported errors are governed by Section 10, Feedback and Suggestions, below.
7. Communications and Service Messages
7.1 Emails, Calls and Texts. By providing us your email address and phone number, you authorize us to communicate or provide notices to you related to the Service in the following ways:
By email to the email address you use to log in to your account;
Through banner notices, push notifications, in-app messages or other messages delivered on or through the AskSophie Services; or
Through any telephone number, including a mobile number, you choose to provide us. You understand that any calls or texts to your number may be automatically dialed and that such calls or texts may be subject to the normal fees of your mobile service provider; or
Through mail or any other means of communication you choose to provide to us.
You agree to keep any contact information you provide to us up to date. You may adjust your communications preferences in your AskSophie account settings at any time or by unsubscribing by using the link provided at the bottom of those emails or sending the appropriate response for stopping messages as indicated in the text message.
7.2 Electronic Notices. By providing us with your email address, you consent to receive all required notices and information electronically. Electronic communications may be posted on the Services site and/or delivered to your email address that we have on file for you. It is your responsibility to promptly update us with your complete, accurate contact information, or change your information, including email address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available internet browser. Your consent to receive communications electronically is valid until you end your relationship with us.
You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or change how we provide electronic communications and will provide you with appropriate notice in accordance with applicable law.
8.1 Records. We do not claim ownership rights in the health information, documents, text, files, data, images, photos, video, sounds, links, works of authorship, or any other materials that you, or third parties with your authorization, post to or share via the AskSophie Services (collectively, “Records”). We make no representations with respect to such Records. By posting or requesting Records through the AskSophie Services, you represent that you have the right to post or request such Records and/or that you have obtained all required consents to post or access such Records (including the provision to AskSophie of Personal Information about third parties), and you agree to access and use them only as permitted by applicable law. In addition, you acknowledge that certain providers of Records may have the right to revoke the use of Records provided to you under certain circumstances, including without limitation where the wrong Records have been provided, and you agree to delete any such Records upon request. Notwithstanding patients’ rights in their Records, providers or other third parties may have rights to those Records under applicable law.
You are responsible for backing up any Records that you store on the AskSophie Services. If you close your AskSophie account or if we terminate your AskSophie account or discontinue the AskSophie Services, we may permanently delete your data from our servers. We have no obligation to return Records to you in such instances.
8.2 License Granted by You to CloudMedx. By making available any Records on or through the AskSophie Services, you grant and agree to grant to CloudMedx a perpetual, non-exclusive license to use such Records: (i) in order to provide the AskSophie Services to you; (ii) for statistical use (provided that such Records are not personally identifiable); and (iii) as necessary to monitor and improve the AskSophie Services.
8.3 CloudMedx Content Ownership. The Site and Service, including their “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software, computer code and other material are the property of CloudMedx or its licensors and are protected under both United States and other applicable copyright, trademark and other laws.
8.4 License Granted by CloudMedx to You. Subject to your compliance with this Agreement, CloudMedx and its licensors provide you with a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Site and Service. The Service and all content on the Site, remain the property of CloudMedx or its licensors and we do not transfer title to any portion of the Service to you. Any code or software code that CloudMedx creates, generates or displays in the Service is also protected and you may not copy or adapt such code.
This license is revocable at any time without notice and with or without cause. Unauthorized use of the AskSophie Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original AskSophie Content on any copy you make of the AskSophie Content.
8.5 CloudMedx Marks. CloudMedx and AskSophie, the CloudMedx and AskSophie logos, and other CloudMedx logos and product and service names are or may be trademarks of CloudMedx (the “CloudMedx Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the CloudMedx Marks.
Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the AskSophie or other CloudMedx Services.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the AskSophie Services infringe your copyright, you (or your agent) may send CloudMedx a “Notification of Claimed Infringement” requesting that the material be removed or that access to it be blocked. The notice must include the following information.
A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the AskSophie Services are covered by a single notification, a representative list of such works);
Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow CloudMedx to locate the material on the AskSophie Services;
Your name, address, telephone number, and email address (if available);
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send CloudMedx a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details.
Notices and counter-notices with respect to the AskSophie Services should be sent to:
Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
10. Feedback and Suggestions
We appreciate and welcome your comments and suggestions on the AskSophie Site and Services. You agree that CloudMedx may use your feedback, suggestions, or ideas in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant CloudMedx a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback, suggestions and ideas you provide to CloudMedx in any way. CloudMedx will not sell, publish or share your feedback in a way that could identify you without your explicit permission.
11. Limitations and Prohibitions on Your Use
Your right to access and use the AskSophie Service is personal to you and is not transferable by you to any other person or entity. You agree to use the AskSophie Services only for their intended purposes. You must use the AskSophie Services in compliance with all privacy, data protection, intellectual property, and other applicable laws.
The following uses of the AskSophie Services are prohibited. You may not:
Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the AskSophie Services, user accounts, or the technology and equipment supporting the AskSophie Services;
Frame or link to the AskSophie Services without permission;
Use data mining, robots, or other data gathering devices on or through the AskSophie Services;
Post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
Post or disclose Personal Information about another person without their consent;
Sell, transfer, or assign any of your rights to use the AskSophie Services to a third party without our express written consent;
Use the AskSophie Services or AskSophie Content for any commercial purpose or in any manner not permitted by these Terms;
Use the AskSophie Services in an illegal way or to commit an illegal act in relation to the AskSophie Services or that otherwise results in fines, penalties, and other liability to CloudMedx or others;
Access the AskSophie Services from a jurisdiction where it is illegal or unauthorized; or
Encourage or enable any other individual to do any of the above.
12. Disclaimer of Representations and Warranties
THE CONTENT AND ALL SERVICES ON THE SITE OR PROVIDED THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. NEITHER CLOUDMEDX NOR ANY OF employees, OFFICERS, directors, agents, OR LICENSORS (COLLECTIVELY REFERRED TO AS “RELEASED PARTIES”) MAKE ANY REPRESENTATIONS WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE PATIENT INFORMATION, CONTENT ON THE SITE OR OF THE SERVICE, OR THE CONTENT OF ANY THIRD-PARTY SITES LINKED TO THE SERVICE, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. THE RELEASED PARTIES MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE PATIENT INFORMATION OR CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION, AND THE RELEASED PARTIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, OR (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PATIENT INFORMATION STORED THEREIN.
When using the Service, information will be transmitted over a medium that may be beyond the control and jurisdiction of THE RELEASED PARITES. Accordingly, THE RELEASED PARTIES assume no liability for or relating to the delay, failure, interruption, inappropriate disclosure or corruption of any data or other information transmitted in connection with the use of the asksophie Service, regardless of whether THE RELEASED PARTIES are advised of the possibility of such damages.
13. Limitations on Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CLOUDMEDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE ASKSOPHIE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (V) ANY OTHER MATTER RELATING TO THE ASKSOPHIE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE ASKSOPHIE SERVICES OR YOUR USE OF ASKSOPHIE CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
The limitations of liability in this section do not apply to breaches of intellectual property provisions by you or your indemnification obligations relating hereunder.
You agree to defend, indemnify and hold harmless the Released Parties from and against any and all claims, demands, losses, liabilities, settlement costs and expenses, including but not limited to costs of investigation and attorneys’ fees, in whole or in part arising out of or attributable to: (i) any breach of this Agreement by you, (ii) your use or inability to use the Service, (iii) any Content submitted by you or (iv) your violation of applicable laws. CloudMedx reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of CloudMedx.
15. Account Termination
This Agreement will continue to apply until terminated by either you or CloudMedx as set out below.
15.1 Our Right to Terminate. We reserve the right to suspend or terminate your account and prevent access to the AskSophie Services for any reason, without notice, at our discretion. We reserve the right to refuse to provide the AskSophie Services to you in the future.
15.2 Your Right to Terminate. You may terminate your legal agreement with CloudMedx, by closing your account for the Service.15.3 Effect of Suspension or Termination. The suspension or termination of your account may delete information, files, and other previously available Content.
15.4 Survival. All provisions of these Terms which by their nature should survive the termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the termination of this Agreement.
17. Applicable Law and Venue
18. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury
Please read the following paragraphs carefully because they require you to arbitrate disputes with Cloudmedx, and limit the manner in which you can seek relief from us.
18.1 Applicability of Arbitration Agreement. All claims and disputes in connection with the Terms or the Use of any product or service provided by CloudMedx that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms set forth below (the “Arbitration Agreement”), except that neither party is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This Arbitration Agreement applies to you and CloudMedx, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
18.2 Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with the Terms (“Arbitration Rules”). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
18.3 Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
18.4 Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and CloudMedx, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and CloudMedx.
18.5 Waiver of Jury Trial. YOU AND CLOUDMEDX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT. ARBITRATION PROCEDURES ARE TYPICALLY MORE LIMITED, MORE EFFICIENT, AND LESS COSTLY THAN RULES APPLICABLE IN COURT AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN YOU AND CLOUDMEDX IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, YOU AND CLOUDMEDX WAIVE ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE.
18.6 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS, IN THE EVENT THAT THIS SUB-PARAGRAPH IS DEEMED INVALID OR UNENFORCEABLE, NEITHER YOU NOR CLOUDMEDX ARE ENTITLED TO ARBITRATION AND INSTEAD ALL CLAIMS AND DISPUTES SHALL BE RESOLVED IN A COURT LOCATED IN SANTA CLARA COUNTY, CALIFORNIA.
18.7 Confidentiality. No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party shall be prevented from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
18.8 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
18.9 Small Claims Court. Notwithstanding the foregoing, either you or CloudMedx may bring an individual action in small claims court.
18.10 Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in San Francisco, California, for such purpose.
18.11 Survival. This Arbitration Agreement will survive the termination of your relationship with CloudMedx.
Questions or comments about the service may be directed to: