Medical Disclaimer

ReAssure Med does not provide medical care and does not practice medicine. ReAssure Med is not a healthcare provider, hospital, clinic, or licensed medical professional. The Services consist solely of remote, non-urgent second-opinion consultations provided by independent third-party health care specialists (“HCSs”).

ReAssure Med does not establish a physician–patient or other clinical relationship with users. Any physician–patient relationship, if formed, is solely between the user and the applicable HCS. The Services do not include diagnosis for treatment purposes, prescriptions, emergency care, or ongoing medical management and must not be relied upon as a substitute for professional medical advice, diagnosis, or treatment.

Account Registration

You must create an account to access the Platform and use the Services (“Account”). The information you provide us through the registration process will be handled in accordance with our Privacy Policy. Please note, to the extent you create an Account on behalf of a Patient you hereby acknowledge that you are providing ReAssure Med and HCSs with the patient's Personal Data and/or Sensitive Data (as such term is defined under applicable data protection laws and ReAssure Med Privacy Policy) and hereby have all the required authorizations and consents to share and transfer such information to ReAssure Med and/or the HCSs.

You hereby acknowledge and agree that any information provided through the Account registration is accurate, current and complete. You are fully responsible for maintaining the confidentiality of your credentials and for restricting access to your Account, and you alone are responsible for any and all activities that occur in connection with your Account. You agree to immediately notify ReAssure Med of any actual or suspected disclosure, unauthorized use, or breach of security regarding your Account through the ReAssure Med contact us details available below. ReAssure Med will not be liable for any losses by any party caused by an unauthorized use of your Account.

You agree to keep your contact and billing information up to date and to comply with all billing procedures, including providing and maintaining accurate and lawful billing information for your Account.

The Platform and Services

The Platform is an online venue allowing Patients to interact with multiple HCSs, which are appropriately licensed and qualified to provide you with a second opinion report on diagnosis and treatment options. ReAssure Med does not guarantee the personal identity of any HCS with whom you interact. The second opinion Services are provided solely by the HCSs, and ReAssure Med does not act as your agent when consuming the Services. The HCSs have sole discretion and control on the scope and provision of the Services.

Subject to your compliance with the terms of the Agreement, ReAssure Med hereby grants you a limited, non-transferable, non-sub-licensable (except as otherwise permitted herein) license to access and use the Platform and Services.

ReAssure Med, at its sole discretion, is entitled to: (i) determine the features, settings, or other tools which are available as a part of the Platform and Services; (ii) modify, correct, amend, update, upgrade, enhance, improve, remove, replace or make any other changes to, or discontinue, or cease, temporarily or permanently, any features or functionalities of the Platform and Services; and (iii) modify and renew the license under any of the circumstances listed in (ii) above, without incurring any liability to you.

The Services are dependent upon access to the Internet, telecommunication systems, third-party service providers, platforms and software that may not be provided by ReAssure Med (“Third-Party Services”). In your use of the Services, and in addition to the terms of this Agreement, you acknowledge and agree to comply with such Third-Party Services’ additional terms of use, if and to the extent presented. You further acknowledge that providers of such Third-Party Services may have access to your Medical Records in connection with the operation and support of such Third-Party Services with the Services. To the extent applicable, ReAssure Med will enter into a binding agreement with the provider of such Third-Party Services, which will set such provider's responsibilities and liabilities for handling the Medical Records. ReAssure Med is not responsible or liable for any third party's performance, delayed performance, non-performance, errors, damage or loss of data.

ReAssure Med does not provide medical care and does not practice medicine.

Content

In order to receive the Services you are required to upload the Platform certain information about you, including but not limited to, your contact information or contact information belonging to a third party facility or a professional health care provider, information regarding an applicable study conducted such as an MRI, CT (including actual images resulting from such studies), information concerning the medical condition such as medical history, gender and age, as well as any other information which may be required by the HCSs through the provision of the Services including but not limited to, questions, answers, requests for additional information, comments, etc. and the second opinion provided by the HCSs (collectively “Medical Records”).

Medical Records provided through the Platform are the sole responsibility of the Patient, and to the extent permitted by law, ReAssure Med is not liable for any errors or omissions in such data or for any damages or losses you might suffer in connection with it. ReAssure Med reserves the right (but does not assume the obligation) in its sole discretion to reject or remove any Medical Records that violates these Terms. You shall not, directly or indirectly: (i) submit content containing any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (ii) submit content or otherwise engage in conduct that is fraudulent, inaccurate, infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of ReAssure Med, HCSs, other users or any other third party, including privacy rights, copyrights, or other intellectual property right.

As between you and ReAssure Med, you retain all ownership rights and interest in and to the Medical Records. You grant ReAssure Med a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable right to use, reproduce, display, copy, transmit, or create derivative works thereof, with respect to the Medical Records for the purpose of providing the Services. You hereby acknowledge and understand that ReAssure Med reserves the right to de-identify the Medical Records for ReAssure Med's internal use, including research, services’ improvement, commercial use or otherwise.

Medical Records are completely confidential and are protected by doctor-patient privilege between you and the applicable HCSs providing the Services.

Restrictions

You agree to use the Platform and Services in compliance with the provisions of this Agreement, any other terms which might be published and applied through the Platform, and in compliance with applicable laws and regulations. You hereby acknowledge that you are solely responsible for any of your actions which could reasonably be construed as a breach or which may result in the breach of the Agreement or applicable laws. You may not use the Platform and Services in a way that disrupts the use of the Platform by other users. In the event ReAssure Med reasonably suspects you may be in breach of the Agreement, ReAssure Med reserves the right to limit your use of the Services, at ReAssure Med's sole discretion, including restricting your access to your Account.

You hereby further agree that you will not, directly or indirectly: (i) make any copies of, modify, adapt, disassemble, translate, decompile, reverse engineer, create derivative works, circumvent, hack or gain unauthorized access to the Platform or any content resides therein; (ii) create multiple Accounts; (iii) engage in any behavior that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) sublicense, resell, rent, lease, assign, transfer any right, share, broadcast or otherwise commercially exploit or make the Platform and Services available to any third party (except where you are a parent or a legal guardian of Child); (v) use the Platform and Services in any fraudulent or unlawful manner; (vi) assert any proprietary rights in or to the Platform and Services and the content resides therein which is not a Medical Records; (vii) remove, obscure or alter any notices of proprietary rights, disclaimers or warnings that appear in the Platform; (viii) use, access or attempt to access the Platform via automated means; (ix) use ReAssure Med's name, logo or trademarks without ReAssure Med's prior written consent; or (x) access the Platform or Services in order to build a similar or competitive product, content or service.

ANY USE OF THE PLATFORM AND SERVICES IN A MANNER WHICH IS NOT SPECIFICALLY PERMITTED UNDER THESE TERMS IS STRICTLY PROHIBITED.

ReAssure Med reserves the right to immediately terminate or suspend your Services or Account, without notice or liability to you, if it suspects that your access to the Platform or use of the Services poses a security risk to the Service, the Platform, ReAssure Med, the HCS, or any third party.

Warranties and Disclaimer

ReAssure Med hereby represents and warrants that: (i) it has full legal authority to enter into this Agreement; (ii) it has the professional skills and knowledge necessary in order to provide the Platform in compliance with industry standards and applicable laws; (iii) the HCSs are appropriately licensed and qualified to provide the Services; (iv) the Platform does not infringe on the proprietary rights of any third party; and (v) ReAssure Med will use commercially reasonable efforts to secure the Platform from any bugs, viruses, Trojan horses or the like.

Communications on the Platform are limited and do not involve in-person evaluations, visits, nor it includes safeguards and procedures typical of in-person evaluations and visits. Therefore, the HCS may not be aware of facts or information that would affect his or her opinion of your diagnosis. To reduce the risk to you of this limitation, ReAssure Med strongly encourages you to discuss the second opinion with your healthcare provider. By deciding to engage with the Services, you acknowledge and agree that you are aware of this limitation and agree to assume the risk of this limitation. Furthermore, you agree and accept that: (i) the diagnosis you will receive is limited and provisional; (ii) the second opinion is not intended to replace a full medical evaluation or an in-person visit with a physician; (iii) the HCS do not have important information that is usually obtained through a physical examination; and (iv) the absence of a physical examination may affect the HCS's ability to diagnose your condition, disease or injury.

EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, REASSURE MED DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT, INFORMATION, OR OTHERWISE, PROVIDED BY THE HEALTH CARE PROFESSIONALS THROUGH THE SERVICES. ANY RELIANCE YOU PLACE ON SUCH INFORMATION, AND THE SERVICES ARE STRICTLY AT YOUR OWN RISK. REASSURE MED DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH INFORMATION AND SERVICES BY YOU. YOU ACKNOWLEDGE AND AGREE THAT REASSURE MED DOES NOT EDIT, MODIFY, FILTER, SCREEN, MONITOR, ENDORSE, OR GUARANTEE ANY CONTENT OR RESULTS PROVIDED TO YOU BY THE HCSS. REASSURE MED IS NOT RESPONSIBLE FOR MEDIATING DISPUTES BETWEEN YOU AND THE HCSS.

IN ADDITION, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, REASSURE MED EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND REGRADING THE PLATFORM, THE SERVICES AND THE CONTENT THEREIN, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED OR EXPRESS WARRANTIES: (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT; AND (II) THAT THE SERVICES AND PLATFORM WILL BE PERFORMED ERROR-FREE, UNINTERRUPTED OR WILL BE FREE FROM VIRUSES OR OTHER HARMFUL CONENT; WHICH ARE PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, REASSURE MED SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR CONSEQUENCES WHICH MAY OCCUR (TO YOU OR A THIRD PARTY) AS A RESULT OF YOUR USE OF THE PLATFORM, SERVICES, AND THE CONTENT.

Payments

The price due and payable by you for the Services shall be as stated at the time of registration and Account creation (“Fees”). All featured Fees are subject to change at any time, subject to ReAssure Med's sole discretion, without notice; provided, however, Fee changes will not affect any then-effective Service. Except as expressly set forth in these Terms, all payment obligations are non-cancelable, and Fees are non-refundable.

If you choose to use your insurance plan to purchase the Services, ReAssure Med does not guarantee that your insurance coverage will be honored for these Services. Any questions about your insurance should be directed to the company that offers your plan.

In addition, and except as explicitly prohibited by law, all prices presented do not include any applicable taxes and levies, and you are responsible for any taxes that may apply. ReAssure Med does not assume any responsibility for legal charges as a result of changing local/state laws.

During checkout, you will be asked to provide your payment details. By completing your payment details, you confirm that the payment method being used is yours, or that you have the authority to use it. All fields indicated as compulsory must be completed.

The images and descriptions on the Platform may contain certain typographical inaccuracies or incomplete information. ReAssure Med may, at any time, correct any such inaccuracies without prior notice. If you are not sure about any of the Service descriptions, you may contact ReAssure Med Customer Support, as detailed above, with any questions you may have, and ReAssure Med will be happy to assist you.

Term, Termination, and Refunds

Without derogating from any provision herein, this Agreement shall commence on the date you accepted its terms by accessing the Platform, and shall continue thereafter for the duration of your use of the Platform or until the Services have been fully obtained, as applicable.

Notwithstanding anything to the contrary, ReAssure Med is entitled, at its sole discretion, to terminate the Services, suspend a Service or an Account, cancel a booked consultation, and, unless otherwise provided herein or in writing by ReAssure Med, by doing so, ReAssure Med will not incur any liability to you.

Fees are non-refundable once a consultation request has been accepted by an HCS. Refunds apply only if cancellation occurs before acceptance or if ReAssure Med cancels due to unavailability. This policy does not limit non-waivable consumer rights. Upon termination of this Agreement: (i) rights granted to you under this Agreement shall immediately terminate; and (ii) any Sections herein that by their nature should continue to apply following termination shall continue to remain in effect, including binding arbitration and class action waiver, payment obligations, if applicable, disclaimer of warranties, limitation of liability, privacy, confidentiality, IP rights and assignment of the Feedback.

Intellectual Property

The Platform provides you with comprehensive information regarding the Platform and the Services, and may include additional related content, including, but not limited to, images, texts, logos, button icons, links, other specialized content, documentation, data, and related graphics and other features (collectively, the “Content”). To the maximum extent permitted by applicable laws, ReAssure Med disclaims any responsibility for any decision or action taken based on the Content provided in the Platform, all of which are provided “as-is”. Except as provided herein, no right, title, or interest shall be granted to you, and ReAssure Med or its licensors reserves any and all rights, title, and ownership of the Platform, Services, and Content, including any Intellectual Property Rights thereto.

For the purpose of this Agreement, “Intellectual Property Rights” shall mean all intellectual property rights of every kind and description, including without limitation: (i) rights in or to trademarks and service marks (whether or not registered), trade names and other designations of source of origin, together with all goodwill related to the foregoing; (ii) patents and patent applications; (iii) rights in or to copyrights, whether or not registered; (iv) rights in or to trade secrets and confidential information, including without limitation know-how, technology methods, ideas and inventions; (v) rights in software and computer code (whether in source code, object code or any other form); and (vi) all applications and registrations of any of the foregoing.

You may provide ReAssure Med feedback, suggestions, or any ideas you have regarding the Content, Platform, and the Services (collectively “Feedback”). ReAssure Med is, and shall be, the sole and exclusive owner of all right, title and interest in and to any Feedback.

Promotions

ReAssure Med may, from time to time, offer Patients or other individuals promotional offers for the Platform and Services, including discounts, promotional codes, coupons, etc. (“Promotional Offers”). Note, it is your sole responsibility to enter a promo code, where applicable, at checkout. In addition to these Terms, all Promotional Offers are further subject to the terms as described under the applicable Promotional Offer, as well as, where applicable, to the third-party issuer's policies and terms, including with regard to redemption, expiration, etc.

If ReAssure Med provides you with a unique Promotional Offer intended just for you, please keep it secret and do not allow anyone else to use or abuse it. If ReAssure Med believes there is or has been misuse of a Promotional Offer in any way, it may cancel such Promotional Offer and immediately suspend or close your Account, without providing notice.

To the fullest extent permitted by law, and without derogating from any of ReAssure Med's disclaimers herein, ReAssure Med reserves the right to modify, suspend, or terminate any Promotional Offer or any of its terms, at any time and for any or no reason. It is hereby clarified that ReAssure Med provides no representations with respect to any benefit or value the Promotional Offer may or may not provide. Unless otherwise explicitly stated, only one Promotional Offer can be applied per order. Promotional Offers are non-refundable, cannot be replaced or returned for a cash refund.

Privacy and Data Protection

ReAssure Med will store, process, and use the information you provide or that is automatically collected during your interaction with the Platform and Services, in accordance with its Privacy Policy.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, REASSURE MED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST OF REPUTATION, REVENUES, PROFITS, USE, INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DEVICE FAILURE, OR MALFUNCTION, OR DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM, THE SERVICES AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, EVEN IF REASSURE MED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER THE AGREEMENT OR RELATING IN ANY WAY TO ReAssure Med PROVISION OF (OR FAILURE TO PROVIDE) THE PLATFORM AND THE CONTENT THEREIN, EVEN IF REASSURE MED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. FURTHERMORE, REASSURE MED WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF ITS OBLIGATIONS HEREIN THAT IS CAUSED BY AN EVENT OUTSIDE ITS REASONABLE CONTROL. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT SHALL REASSURE MED AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID TO REASSURE MED IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RAISE TO THE CLAIM. THIS LIMITATION OF LIABILITY DOES NOT INCLUDE LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless ReAssure Med and its affiliates and representatives from any from any and all claims, damages, judgements, awards, losses, liabilities, costs, and expenses, including reasonable attorney's fees, arising out of or relating to any violation of the Agreement by you third parties under your Account, or in connection with your use of, or inability to use the Platform and Services, including any violation of applicable laws or the rights of a third party including property and privacy rights.

Dispute Resolution; Arbitration; Class Action Waiver

Please read this section carefully as it affects your rights. It requires you to arbitrate disputes with ReAssure Med and limits the manner in which you can seek relief. It further provides that you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action.

You hereby acknowledge and agree that any claim, controversy, or dispute arising under, related to, or otherwise in connection with this Agreement, including the nature of the relationship of the parties or the interpretation and enforcement of their respective rights and obligations under this Agreement, shall be first mediated by the parties in good faith. To the extent the parties fail to resolve the claim amicably, during a thirty (30) day period following the delivery of a notice of dispute, the parties will meet and seek to resolve the dispute through mediation, to be conducted by a neutral independent mediator, and the costs of such mediation shall be borne equally by the parties.

If the dispute between the parties is not resolved within thirty (30) days of the commencement of the mediation, the dispute shall be brought and tried exclusively by arbitration. Any arbitration between you and ReAssure Med will be 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 this Agreement, and will be administered by the AAA. The arbitration shall take place in the State of Michigan, at the specific location to be determined by the arbitrator.

For Canadian residents, this Agreement is governed by provincial law and federal Canadian law. Arbitration and class action waivers apply only where legally permitted.

If you reside outside the United States or Canada, mandatory arbitration and governing law provisions may not apply to the extent prohibited by local law.

If you choose to accept any treatment options provided by an HCS, you agree that any dispute, claim, or cause of action arising out of or relating to such treatment shall be resolved exclusively in the courts of competent jurisdiction located in the jurisdiction where the applicable service provider, hospital, or clinic is located.

By entering into these Terms, you acknowledge that each party to this Agreement waives the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of the Agreement and any other contractual relationship between you and ReAssure Med.

Nothing in this section limits rights that cannot be waived under applicable law.

Miscellaneous

Except as otherwise set forth in the arbitration section above, any claim relating to the Agreement shall be exclusively governed by the laws of the State of Michigan and the laws of the United States of America applicable therein, without reference to any choice of law provisions. Except as otherwise set forth in the arbitration section above, any dispute arising from the Agreement shall be brought before the competent courts of the State of Michigan.

The Agreement constitutes the entire understanding and agreement between the parties with respect to the use of the Platform and Services. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under any circumstances. Failure by ReAssure Med to enforce any rights or to take any action against you in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches.

These Terms and any right granted herein may not be assigned by you without the prior written consent of ReAssure Med. ReAssure Med may assign its rights and obligations set forth herein at any time, at its sole discretion.

ReAssure Med shall not be liable to Patients for any failure, delay or interruption in the performance of any of the terms or conditions contained in the Agreement due to causes entirely beyond its reasonable control, including, without limiting the generality of the foregoing, strikes, boycotts, labor disputes, embargoes, acts of God, acts of public enemy, acts of governmental authority, floods and riots or rebellion.