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Terms & Conditions

Updated: April 1, 2024

 

These Terms and Conditions (“Terms”) are a legally binding contract between you and Innovista Medical Center (“IMC,” "we", or "us") regarding your use of the website and platforms made available and operated by us (the “Platform”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY. YOUR USE OF THE PLATFORM CONSTITUTES YOUR AGREEMENT AND ACCEPTANCE OF THE TERMS. If you do not agree with the Terms, or are not eligible to use the Platform, you are not authorized to use the Platform and must terminate your access and use of the Platform immediately.

IMC may modify these Terms as well as discontinue, withdraw, replace or change any content, products or services offered via the Platform at any time, and such modifications shall be effective immediately upon posting on, or modification of, the Platform. Your continued access and use of the Platform thereafter constitutes your agreement and acceptance of the modifications. You agree to review the Terms periodically to be aware of such modifications. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. From time to time IMC may offer users the opportunity to participate in additional features or services through the Platform. You may be required to enter into additional agreements and authorizations before you can access and use such features and services (“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

 

1. NO MEDICAL ADVICE

IF YOU BELIEVE YOU HAVE A MEDICAL EMERGENCY, PLEASE IMMEDIATELY CALL 911 OR EMERGENCY PERSONNEL FOR MEDICAL ATTENTION AND TREATMENT! THE PLATFORM IS NOT FOR USE TO REQUEST EMERGENCY MEDICAL ATTENTION OR TREATMENT AND YOU AGREE NOT TO RELY ON ELECTRONIC COMMUNICATIONS OR ACCESS OR USE OF THE PLATFORM TO REQUEST MEDICAL ASSISTANCE WITH RESPECT TO EMERGENCY MEDICAL NEEDS.

THE PLATFORM DOES NOT PROVIDE MEDICAL ADVICE AND ARE NOT INTENDED FOR USE IN THE DIAGNOSIS OF DISEASE OR OTHER MEDICAL CONDITIONS, OR IN THE CURE, MITIGATION, TREATMENT, OR PRESENTATION OF ANY DISEASE OR MEDICAL CONDITION. THE CONTENT, PRODUCTS AND SERVICES OFFERED VIA THE PLATFORM ARE HERE TO EDUCATE THE GENERAL PUBLIC ON HEALTH CARE AND MEDICAL ISSUES. ANY SUCH INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY AND NOTHING IN THE CONTENT, PRODUCTS OR SERVICES SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE PLATFORM DOES NOT CONSTITUTE THE PRACTICE OF ANY MEDICAL, NURSING OR OTHER PROFESSIONAL HEALTH CARE ADVICE, DIAGNOSIS OR TREATMENT. YOU SHOULD ALWAYS TALK TO YOUR HEALTH CARE PROVIDER FOR DIAGNOSIS AND TREATMENT, INCLUDING YOUR SPECIFIC MEDICAL NEEDS. IMC DOES NOT REPRESENT OR WARRANT THAT ANY PARTICULAR SERVICE OR PRODUCT OFFERED THROUGH THE PLATFORM IS SAFE, APPROPRIATE OR EFFECTIVE FOR YOU. YOU SHOULD ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS REGARDING PERSONAL HEALTH OR MEDICAL CONDITIONS.

YOU SHOULD NOT DISREGARD OR DELAY TO SEEK MEDICAL ADVICE BASED ON ANYTHING THAT APPEARS OR DOES NOT APPEAR IN THE PLATFORM AND IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM OR CONDITION, PLEASE CONTACT A QUALIFIED HEALTH CARE PROFESSIONAL IMMEDIATELY.

 

2. IMPORTANT INFORMATION ABOUT DISPUTE RESOLUTION

These Terms provide that all disputes between you and IMC with respect to your use of the Platform will be resolved by BINDING ARBITRATION, to the fullest extent permitted under applicable law. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court, to the fullest extent permitted under applicable law. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action, to the fullest extent permitted under applicable law. Please review Section 14 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any disputes with IMC.

 

3. Eligibility; Acceptable Use

The Platform is intended for use by individuals 18 years of age or older. The Platform is not directed for use by children under the age of 18. Users under the age of 18 should get the assistance and permission of their parent or guardian to use the Platform.

You agree that you will not:

  • upload or transmit any communications or content of any type that may infringe or violate any rights of any party;
  • use the Platform in violation of local, state, national or international laws;
  • use the Platform as a means to distribute advertising or other unsolicited material to any third party;
  • use the Platform to post or transmit material that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful or embarrassing to any other person or entity;
  • attempt to or actually disable, “hack,” send viruses or otherwise interfere with the proper functioning of the Platform;
  • send false or misleading information;
  • use scrapers, robots, or other data gathering devices not provided by IMC on or through the Platform;
  • interfere with security-related features of the Platform, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Platform, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
  • tamper with the Platform, commit unauthorized intrusion into any part of the Platform or use the Platform to intrude into any other site; or
  • commit acts of interference, including but not limited to, password cracking and denial-of-service attacks.

Termination of Use
IMC may, in its sole discretion, terminate your account or your use of the Platform at any time, for any or no reason, with or without notice. You are personally liable for any charges that you incur prior to termination. If you violate any provision of these Terms, your permission from us to use the Platform will terminate automatically. 

IMC reserves the right to change, suspend or discontinue all or any aspects of the Platform at any time without prior notice. IMC further reserves the right at all times to edit, refuse to post or to remove any information, data, or materials, in whole or in part, in its sole discretion.

 
4. Accounts and Registration

To access some features of the Platform, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address and password. You agree that the profile information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. You understand and agree that as part of the registration process we may use this information to verify your eligibility to use the Platform. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at [email protected].

 

5. Licenses

a. Limited License. Subject to your ongoing compliance with these Terms, IMC grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your personal, non-commercial use for lawful purposes.

b. License Restrictions. Except and solely to the extent permitted by applicable law notwithstanding these restrictions, you may not at any time, directly or indirectly, and may not permit any other person to: (i) reproduce, distribute, publicly display, or publicly perform the Platform or any part thereof; (ii) reverse engineer, decompile, or make modifications to the Platform or any part thereof; or (iii) interfere with or circumvent any feature of the Platform or any part thereof, including any security or access control mechanism. If you are prohibited under applicable law from using the Platform, you may not use them.

c. Open Source Software. The Platform may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components (“Open Source Components”). Although the Platform is provided to you subject to these Terms, nothing in these Terms will be deemed to prevent, restrict, or otherwise prevent or restrict you from obtaining such Open Source Components under the applicable third-party licenses or to limit your use of such Open Source Components thereunder.

 

6. Consent to Communications

By using the Platform, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

 

7. Indemnification

To the fullest extent permitted under applicable law, you agree that you will indemnify, defend, hold harmless and release IMC and its affiliates, officers, directors, employees, consultants, subsidiaries, and agents (together “IMC Entities”) from and against any damages, losses, claims liabilities, judgments, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or related to (i) your violation of any representation, warranty or obligation under these Terms, (ii) any claim by a third party relating to any actions taken by you on the Platform, (iii) your access to, use of, or alleged use of, the Platform, (iv) any dispute or issue between you and any third party, and (v) fraud, intentional misconduct, criminal acts, gross negligence, or negligence committed by you. You further agree to and hereby release and hold IMC 

Entities harmless from any claims arising out of or relating to any action taken by IMC as part of an investigation into a suspected violation of these Terms or as a result of its determination that a violation of these Terms has occurred. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

 

8. Intellectual property

The Platform is owned and operated by IMC. The IMC marks and logos are trademarks and/or service marks of IMC. All rights not expressly granted herein are reserved. No interest or right to use any IMC trademarks or other intellectual property is acquired by using the Platform or purchasing any IMC products or services. The Platform may also contain trademarks owned by various third parties. Nothing contained on the Platform or in these Terms serves to grant to you, by implication, waiver, estoppel, or otherwise, any license or right to use any trademarks or intellectual property without the prior written permission of IMC or its third-party licensors, or such other third parties that may own the particular intellectual property. The content and design of the Platform is protected by U.S. and international copyright laws. You may not copy, reproduce, republish, upload, post, display, transmit or frame any of these materials without prior written consent from the copyright owners, except that you may view, download, display and print a single copy of these materials on a single computer for personal, noncommercial use only, so long as: (i) you do not alter or modify the materials in any way; (ii) you include all applicable notices and disclaimers (including copyright notices); and (iii) you do not use the materials in a way that suggests an association with IMC or an affiliated IMC entity. You understand and agree that title to these materials shall not pass to you or any other user.

 

9. Disclaimers

You understand and agree that IMC site and any services, content or information contained on or provided by the Platform is provided on an “as is” basis. IMC does not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or no infringement, or the implied warranties of merchantability or fitness for a particular purpose, all of which are hereby expressly disclaimed) with regard to the Platform or any information or content provided through the Platform. In addition, IMC does not guarantee that use of the Platform will be free from technological difficulties including, but not limited to, unavailability of information, downtime, service disruptions, viruses or worms.

 

10. Limitations of Liability

The use of the Platform is entirely at your own risk, and in no event shall IMC be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or any other monetary or other damages, fees, fines, penalties, or liabilities arising out of or relating in any way to the Platform, or sites accessed through the Platform, and/or content or information provided herein. Your sole and exclusive remedy for dissatisfaction with the Platform is to stop using the Platform. You hereby acknowledge that this paragraph shall apply to all content, merchandise and services available through the Platform. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

 

11. Links to third party websites

The Platform may contain links to other sites operated by third parties, including but not limited to third party sites that may display the IMC trademarks. These links are available for your convenience and are intended only to enable access to these third-party sites and for no other purpose.

IMC does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability or any other representation about any third-party site or its content. A link to a third-party site on the IMC site does not constitute sponsorship, endorsement, approval or responsibility for any third-party site. IMC makes no representation or warranty as to any products or services offered on any third-party site. The terms and conditions of use and privacy policy of any third-party site may differ substantially from the conditions of use and legal notices that apply to your use of the Platform. Please review the conditions of use for all third-party sites for more information about the terms and conditions that apply to your use of the applicable third party sites.

 

12. Privacy Policy

Please review the Privacy Policy and Notice of Privacy Practices, which are incorporated into these Terms and made a part hereof to the extent applicable to you. You explicitly consent to the collection, hosting, use, disclosure and other processing or handling of your personal information (including sharing data with third party providers) as described in the Privacy Policy and Notice of Privacy Practices, as applicable.

 

13. Dispute Resolution and Arbitration

a. Generally. In the interest of resolving disputes between you and IMC in the most expedient and cost effective manner, you and IMC agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND IMC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

b. Exceptions. Despite the provisions of Section 14(a), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

c. Arbitrator. To the fullest extent permitted under applicable law, any arbitration between you and IMC will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting IMC.

d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). IMC’s address for Notice is: 814 Commerce Dr. Suite 110 Oak Brook IL 60523. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or IMC may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or IMC must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

e. Fees. If you commence arbitration in accordance with these Terms, IMC will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in the State of Texas, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse IMC for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

f. No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND IMC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and IMC agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

g. Modifications to this Arbitration Provision. If IMC makes any future change to this arbitration provision, other than a change to IMC’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to IMC’s address for Notice, in which case your account with IMC, if any, will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

h. Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice”) in accordance with the terms of this Section. For new users, the Opt-Out Notice must be postmarked no later than 30 days after the date you use the Service for the first time. You must mail the Opt-Out Notice to IMC, 814 Commerce Dr. Suite 110 Oak Brook IL 60523. The Opt-Out Notice must state that you do not agree to the arbitration agreement and must include your name, address, phone number, and the email address(es) used to log in to the services to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the arbitration agreement. If you opt out of the arbitration agreement, IMC will likewise not be bound by these arbitration provisions. All other terms of these Terms will continue to apply. Opting out of the arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. IMC users who accepted a previous version of these Terms that included an arbitration agreement, and who did not timely opt out of that arbitration agreement, remain bound by the last arbitration agreement that they accepted. Upon receipt of a valid Opt-Out Notice, IMC will provide the opting out user with a copy of the arbitration agreement from the last version of the Terms that the user accepted, if any exists.

i. Enforceability. If Section 14(f) is found to be unenforceable or if the entirety of this Section 14 is found to be unenforceable, then the entirety of this Section 14 (except this Section 14(i)) will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16 will govern any action arising out of or related to these Terms.

j. Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to these Terms shall be brought by you more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.

 

14. Feedback

If you choose to provide input or suggestions regarding your experience with the Platform (“Feedback”), then you hereby grant IMC an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Platform and create other products and services.

 

15. Jurisdiction; Governing Law

These Terms and your use of the Platform is governed by the laws of the State of Texas, USA, without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then you and IMC agree to submit to the exclusive jurisdiction of the state courts and federal courts located within Texas, USA, for the purpose of litigating any dispute, and you hereby consent to the personal jurisdiction and venue thereof.

 

16. Miscellaneous

You represent, warrant and covenant that you shall not use the Platform in any location or for any person or purpose that would violate U.S. export control laws or any other applicable laws. You agree that no joint venture, partnership, employment, or agency relationship exists between you and IMC as a result of your agreement with these Terms or use of the Platform or the purchase or use of any IMC products or services. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the Terms as revised shall continue in effect. Unless otherwise specified herein, these Terms constitute the entire agreement between you and IMC with respect to the Platform and the information provided via the Platform and the purchase or use of any IMC products or services purchased via the Platform, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and IMC with respect to the Platform. As used herein, “affiliate” means any person or entity directly or indirectly controlling or having the power to control, or controlled by or being under common control with another person or entity. For this purpose, “control” means the direct or indirect possession of power to direct or cause the direction of the management or policies of such party, whether through ownership or stock or other securities, by contract or otherwise. Ownership of more than fifty percent (50%) of the beneficial interest of an entity shall be conclusive evidence that control exists. A printed version of these Terms and of any notice given in electronic form shall be admissible in any legal proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

17. Contact information

If you have any questions about the Platform, or wish to report any violations of these Terms, please contact us at [email protected].

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