Last updated: April 21, 2020
These Terms of Service (the “Terms”) govern the agreement between COVID Clinic (hereinafter, the “Clinic,” “us,” or “we” or words of similar import) and you (alternatively, a “User”) regarding your use of www.covidclinic.org, www.covidclinicregistration.com and any other Clinic related websites (collectively, the “Website”) and any of the Clinic’s applications, online services, mobile applications, application programming interfaces (APIs) and any other related services (together with the Website, the “Services”). If you are using the Services on behalf of another individual as that individual’s parent or legal guardian, then you are agreeing to be bound by these Terms on behalf of that individual. As between you and us, the Services are owned and operated or offered by the Clinic.
IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES OR ANY CONTENT OFFERED THROUGH THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS, AS THEY MAY BE UPDATED FROM TIME TO TIME IN OUR SOLE DISCRETION. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE SERVICES.
Minimum Age Requirement for Users. A User may only use the Services if such User is at least thirteen (13) years of age. If you are under the age of eighteen (18), you represent that you have received permission from a parent or legal guardian to enter into these Terms.
Accounts and Access. In the event you register for certain applicable Services offered by the Clinic, including certain testing services, you become an “Account Holder.” As an Account Holder, you are required to register through the Website or any mobile application, as applicable.
Use of the Services. The following restrictions and/or terms and conditions apply to the use of the Services:
Account Information and Management.
License and Account Limitations and Prohibitions.
Suspension and Termination of Account and Services:
FAILURE TO COMPLY. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY, WITH OR WITHOUT NOTICE TO YOU, LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT OR YOUR ACCESS TO THE SERVICES OR PORTIONS THEREOF IF, IN OUR SOLE DISCRETION, YOU FAIL TO COMPLY WITH ANY OF THESE TERMS OR YOUR ACCOUNT IS USED FOR ACTUAL OR SUSPECTED ILLEGAL ACTIVITY OR IMPROPER USE OF THE SERVICES. WE SHALL BE UNDER NO OBLIGATION TO COMPENSATE YOU FOR, AND SHALL HAVE NO LIABILITY TO YOU FOR, ANY LOSSES OR ADVERSE RESULTS THAT ARE DUE TO THE SUSPENSION, TERMINATION, MODIFICATION OR DELETION OF YOUR OR ANY OTHER ACCOUNT.
IP INFRINGEMENT. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICES AND YOUR ACCOUNT, OR ANY PORTIONS THEREOF, PROHIBIT ACCESS TO OUR WEBSITE AND OTHER SERVICES, INCLUDING ANY CONTENT INCORPORATED THEREIN, SERVICES AND TOOLS, DELAY OR REMOVE ANY CONTENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICES IF WE BELIEVE THAT SUCH USERS ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. IN APPROPRIATE CIRCUMSTANCES AND IN OUR SOLE DISCRETION, IT IS OUR POLICY TO SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO ARE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
Right to Cease Service. We reserve the right to stop offering or supporting the Services or part of the Services at any time, at which point the license granted hereunder to you to use the Website or any applicable part thereof will automatically terminate.
Account Termination. Termination of your account can include disabling your access to the Website or other Services or any part thereof, including disabling access to any information you submitted. You agree that if your account is terminated, we will not be obligated to preserve, provide you access to or provide copies of any information submitted via any Service relating to your account.
Intellectual Property Ownership. As between you and us, the Website, other Services and all of their respective components and contents (including without limitation any computer code, pre-populated content, concepts, artwork, photographs, audio-visual effects, text contained within and patent, copyright, trademark, trade secret and any other intellectual property rights therein) are owned by us. The Website and other Services are protected by copyright, trademark and other laws of both the United States and foreign countries and may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any unauthorized commercial purpose, or used in any manner other than as permitted by these Terms, without our express prior written consent in each instance. You agree not to engage in any reverse engineering, de-compiling or other activities designed to view the source code for the Website or any of the other applicable Services and are prohibited from reverse engineering, de-compiling or otherwise engaging in activities designed to view the source code for the Website or any Service.
Feedback. In the event you provide us with any feedback about any of the Services, including, without limitation, any errors, flaws, issues, suggestions or otherwise (collectively, “Feedback”), you hereby assign to us any and all rights, title and interest in and to the Feedback, including, but not limited to, the right to use such Feedback in any manner we deem appropriate. To the extent any Feedback may not be assigned to us, whether under any applicable law or otherwise, you agree to provide us with an exclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, worldwide license to use such Feedback in any manner we deem appropriate.
User Data: “User Data” means any communications, materials, data and other information you upload, post or otherwise transmit through the Services, including, without limitation, Account Information or any information related to your transactional, usage or other data with respect to the Services or any other third party platform you have authorized to interface with the Website.
We may offer certain Services to be paid for on an as-purchased basis. By making a purchase, you agree to pay the fees and any taxes incurred at the time of purchase. We reserve the right to charge fees for any parts of the Services that may have previously been offered without a fee. We may revise the pricing for the services offered through the Services at any time. YOU ACKNOWLEDGE THAT WE ARE NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON UNLESS OTHERWISE EXPRESSLY STATED AT THE TIME OF PURCHASE, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED SERVICES WHEN YOUR ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY. A stored payment method may be associated with your account to process your purchase payments, and by submitting your payment information to us, including your name and billing address, you authorize us to charge all purchase fees incurred by you to such payment method upon your payment confirmation. In the event your payment method fails or is declined, we will notify you and you must update your payment method.
We may provide links on the Services to third party websites or vendors. Any charges or obligations you incur in your dealings with these third parties are your responsibility. We make no representation or warranty regarding any content, goods or services provided by any third party even if linked from our Services, and we will not be liable for any claim relating to any third party content, goods or services. The linked sites are not under our control and may collect data or solicit personal information from you. We are not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply our endorsement of these linked sites.
You understand that the Services undergo frequent changes and that the Services may not always be available for various reasons, such as, for example, lack of adequate testing resources, lack of adequate protective gear, changes to testing policies, availability of testing personnel and downtime of the Website due to maintenance. We may require that you accept updates to the Services in order to continue using the Services. You acknowledge and agree that we may update the Services without notifying you.
Disclaimer of Warranties.
Limitations; Waivers of Liability.
Indemnification. You agree to defend, indemnify, save and hold the Clinic Parties harmless from any claims, losses, damages and liabilities, including legal fees and expenses, arising out of (a) your use or misuse of the Services, (b) any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein, (c) your use or access of any third party software or service utilized in connection with the Services, (d) your violation of any applicable laws or any infringement by you, or any third party acting on your behalf, of any intellectual property, real property, privacy or other right of any third party, or (e) any intentional misconduct or negligence by you in using the Services. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Clinic Parties and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of your use of the Services.
General. If a dispute arises between you and us, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and the Clinic agree that we will resolve any claim or controversy at law or equity that arises out of these Terms or use of our Services (a “Claim”) in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to Customer Support. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Other than those matters listed in Section 7, you and the Clinic agree to seek resolution of the dispute only through arbitration of that dispute in accordance with the terms of this Section 7, and not litigate any dispute in court. Arbitration means that the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.
Exclusions from Arbitration. YOU AND THE CLINIC AGREE THAT ANY CLAIM FILED BY YOU OR BY US IN SMALL CLAIMS COURT OR BY US RELATED TO PROTECTION OF OUR OR ANY OF OUR LICENSOR’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 7.
RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THIS SECTION 7, YOU MUST NOTIFY US IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, AND (3) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION.
Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND THE CLINIC SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.
Initiation of Arbitration Proceeding; Selection of Arbitrator. If you or the Clinic elect to resolve your dispute through arbitration, the party initiating the arbitration proceeding must initiate it with the American Arbitration Association (“AAA”). The terms of this Section 7 govern in the event they conflict with the rules of the arbitration organization selected by the parties.
Arbitration Procedures. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, and may be entered in any court having jurisdiction over the parties for purposes of enforcement. Notwithstanding the foregoing, in no event will we be liable to you for any of your attorney fees.
Location of Arbitration. You or the Clinic may initiate arbitration in the State of California.
Severability. If any clause within this Section 7 (other than the Class Action Waiver clause) is found to be illegal or unenforceable, that clause will be severed from this Section 7 and the remainder of this Section 7 will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Section 7, except for this Section, will be unenforceable and the dispute will be decided by a court and IN THAT INSTANCE, YOU AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY, TO THE EXTENT ALLOWED BY LAW.
Survival. This Section 7 shall survive any termination of the Terms.
Assignment. We may assign any of our rights or delegate any of our obligations under these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any rights or obligations under these Terms without our prior written consent, and any purported assignment or delegation in violation of this Section is null and void.
Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms to the Clinic are of a unique and irreplaceable nature, the loss of which may irreparably harm us and which cannot be replaced by monetary damages alone, so that we shall be entitled to seek injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith or exploitation of the Services or any content or other material used or displayed through the Services and agree to limit your claims to claims for monetary damages, limited by Section 7.
Force Majeure. The Clinic shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, without limitation, any failure to perform hereunder due to unforeseen circumstances or cause beyond our control, such as acts of God, war, terrorism, public health emergencies, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials.