AskSophie Visitor Terms and Conditions of Use

Last Modified: January 25, 2018

Welcome to Ask Sophie

AskSophie is a health platform that provides you with information about health and wellness.

1. Introduction

These Terms of Use (“Terms” or “Agreement”) apply to CloudMedx, Inc.’s health information platform AskSophie located at https://asksophie.cloudmedxhealth.com (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”).

These Terms include the AskSophie Privacy Policy, which more fully describes how we collect, use, share and protect your personal information. By agreeing to these Terms, you are also agreeing to our Privacy Policy.

Please read these terms and conditions of use carefully. By accessing or using this web site, 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.

Additional Terms for Members. You must register for an AskSophie account as a Member to access certain additional Services. Member Services are subject to additional Terms and Conditions of Use specific to those Services (“Member Terms”). Member Terms are available at the time you register for an account. Please review those Member Terms when you register. To the extent any provisions of the Member Terms of Use contradict those in these Visitor Terms of Use, the Member Terms prevail.

1.1 BindingAgreement. 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 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.

“ Member” means a person who has registered for a personal account with us to use additional AskSophie Services.

“ 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.

“ Visitor,” “You” and “Users” means all persons who access the Site.

2. AskSophie Site and Services

AskSophie is a health platform that provides you with information about health and wellness.

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 Site and Services . We grant you permission to use the Site and Services subject to the restrictions in these Terms.


3. Ownership and Use of Content on AskSophie Site and Services

3.1 CloudMedx Content Ownership.   The Site and Services, including its “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.

3.2 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 Services. All content on the Site remain the property of CloudMedx or its licensors and we do not transfer title to any portion of the Site to you. Any code or software code that CloudMedx creates, generates or displays on the Site 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.

3.3 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.

4. Copyright Policy

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.

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;

  2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the AskSophie Site or Services are covered by a single notification, a representative list of such works);

  3. 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 Site or Services;

  4. Your name, address, telephone number, and email address (if available);

  5. 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

  6. 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:

info@cloudmedxhealth.com

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.

5. 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.

6. Limitations and Prohibitions on Your Use

Your right to access and use the AskSophie Site and Service is personal  to you and is not transferable by you to any other person or entity. You agree to use the AskSophie Site and Service only for its intended purposes. You must use the AskSophie Site and Service in compliance with all privacy, data protection, intellectual property, and other applicable laws.

The following uses of the AskSophie Site and Service are prohibited. You may not:

  1. Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the AskSophie Site or Service, user accounts, or the technology and equipment supporting the AskSophie Services;

  2. Frame or link to the AskSophie Site or Services without permission;

  3. Use data mining, robots, or other data gathering devices on or through the AskSophie Site;

  4. Post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;

  5. Post or disclose Personal Information about another person without their consent;

  6. Sell, transfer, or assign any of your rights to use the AskSophie Site or Services to a third party without our express written consent;

  7. Use the AskSophie Services or AskSophie Content for any commercial purpose or in any manner not permitted by these Terms;

  8. 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; 

  9. Access the AskSophie Services from a jurisdiction where it is illegal or unauthorized; or

  10. Encourage or enable any other individual to do any of the above.

7. 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 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 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 PERSONAL 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.

8. 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.

9. Indemnification

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.


10.
Entire Agreement

These Terms including all references constitute the entire agreement between you, as a Visitor, and CloudMedx relating to AskSophie Site and Services. Should you register as a Member for additional Services, the Member Terms and Conditions shall apply in lieu of these Visitor Terms.

11. Applicable Law and Venue 

The laws of the State of California, with the exclusion of California’s choice-of-laws rules, apply to this Agreement. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state and federal courts located in Santa Clara County, California. You irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use.

12. 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.


12.1 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.

12.2 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.

12.3 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.

12.4 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.

12.5 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. 

12.6 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.

12.7 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.

12.8 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.

12.9 Small Claims Court. Notwithstanding the foregoing, either you or CloudMedx may bring an individual action in small claims court.

12.10 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. 

12.11 Survival. This Arbitration Agreement will survive the termination of your relationship with CloudMedx.

13. Severability

If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.


14. Questions and Contact Information

Questions or comments about the Site or Service may be directed to:

info@cloudmedxhealth.com