(the "Site"), as well as the services
("Services") and products ("Products") available to users through the Site. ZipHealth Services Inc..
d/b/a ZipHealth ("ZipHealth",
"we," "us," and "our") contracts with ZipHealth Medical Group, P.A.., and affiliated medical groups (collectively, ZipHealth Provider Group") regarding online
telehealth medical consultations and secure messaging between ZipHealth Provider Group physicians
and other healthcare professionals (individually the "Provider" and collectively the "Providers") and their
patients. (See Section 20 for supplemental terms applicable to Providers.) The professional medical
services (which are provided by ZipHealth Provider Group) and the non-clinical Site services (which are
and "your" means you, your dependent(s) if any, and any other person accessing your ZipHealth
Services and purchase of Products. By clicking "accept", you acknowledge that you have read,
Privacy Practices provided to you by the ZipHealth Provider Group, and our Privacy
Policy. If you do not agree to be bound by these terms, you are not authorized to
access or use this Site or Services; promptly exit this Site.
ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION
by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action.
Please review the Section below entitled Dispute Resolution; Arbitration Agreement
for the details and regarding your agreement to arbitrate any disputes with ZipHealth.
1. Privacy Practices
You agree that information provided by you in connection with the Services and Site shall be governed
Agreement. You agree that information provided by you in connection with the Services shall also be
governed by the ZipHealth Provider Group Notice of Privacy Practices , and is hereby
incorporated and made a part of this Agreement.
2. Services Provided - No Medical Care or Advice by ZipHealth
We offer an online communication platform for Providers and their patients to connect via the Site
through the use of synchronous and asynchronous telecommunications technologies. The Site facilitates
communication between patients and Providers.
ZipHealth does not provide medical advice or care. ZipHealth contracts with ZipHealth Provider Group,
an independent, physician-owned medical group with a network of United States based Providers who
provide clinical telehealth services. ZipHealth Provider Group Providers deliver clinical services via the
ZipHealth platform to their patients. Providers are independently contracted or employed by the
ZipHealth Provider Group. Providers are not contracted or employed by ZipHealth. The Providers, and
not ZipHealth, are responsible for the quality and appropriateness of the care they render to you.
The Providers are independent of ZipHealth and are merely using the Site as a way to communicate with
you. Any information or advice received from a Provider comes from them alone, and not from
ZipHealth. Your interactions with the providers via the Site are not intended to take the place of your
relationship with your regular health care practitioners or primary care physician. Neither ZipHealth, nor
any of its subsidiaries or affiliates or any third party who may promote the Site or Service or provide a
link to the Service, shall be liable for any professional advice obtained from a Provider via the Site or
Service, nor any information obtained on the Site. ZipHealth does not recommend or endorse any
specific Providers, tests, physicians, medications, products, or procedures. You acknowledge that your
reliance on any Providers or information delivered by the Providers via the Site or Service is solely at
your own risk and you assume full responsibility for all risks associated herewith.
ZipHealth does not make any representations or warranties about the training or skill of any Providers
who deliver services via the Site or Service. You will be provided with available Providers based solely on
the information you submit to the Site. You are ultimately responsible for choosing your particular
The content of the Site and the Services, including without limitation, text, copy, audio, video,
photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not
constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by
ZipHealth. You should always seek the advice of your qualified health care professionals with any
questions or concerns you may have regarding your individual needs and any medical conditions. All
information provided by ZipHealth, or in connection with any communications supported by ZipHealth, is
intended to be for general information purposes only, and is in no way intended to create a provider-patient
relationship as defined by state or federal law. While ZipHealth facilitates your selection of, and
communications with, Providers, ZipHealth does not provide medical services, and the doctor-patient
relationship is between you and the ZipHealth Provider Group Provider you select.
Not for Emergencies
IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL "911" IMMEDIATELY.
ZipHealth’s Site and Services are not for medical emergencies or urgent situations. You should not
disregard or delay to seek medical advice based on anything that appears or does not appear on the Site.
If you believe you have an emergency, call 9-1-1 immediately
You should seek emergency help or follow up care when recommended by a Provider or when otherwise
needed. You should continue to consult with your primary provider and other healthcare professionals
as recommended. Always seek the advice of a physician or other qualified healthcare provider
concerning questions you have regarding a medical condition and before stopping, starting, or modifying
any treatment or modification.
Risks of Telehealth Services
By using the Services, you acknowledge the potential risks associated with telehealth services. These
include but are not limited to the following: information transmitted may not be sufficient (e.g. poor
resolution of images) to allow for appropriate medical or health care decision making by the Provider;
delays in evaluation or treatment could occur due to failures of electronic equipment; a lack of access to
your medical records may result in adverse drug interactions or allergic reactions or other judgment
errors; although the electronic systems we use incorporate network and software security protocols to
protect the privacy and security of health information, those protocols could fail causing a breach of
privacy of your health information.
Neither ZipHealth nor ZipHealth Provider Group endorse any specific medication, pharmacy, or
pharmacologic product. If a Provider prescribes a medication, he/she will limit supply based upon state
regulations and will only prescribe a medication as determined in his/her own discretion and
professional judgment. There is no guarantee a prescription will be written. Providers do not prescribe
DEA controlled substances or scheduled medications, or certain other drugs which may be harmful
because of their potential for abuse. Providers reserve the right to deny care for actual or potential
misuse of the Services.
You agree that any prescriptions that you acquire from a Provider will be solely for your personal use.
You agree to fully and carefully read all provided product information and labels and to contact a
physician or pharmacist if you have any questions regarding the prescription. ZipHealth and ZipHealth
Provider Group fully honor patient freedom of choice and, if you receive a prescription for a medication,
you always have the option to instruct ZipHealth Provider Group to transmit that prescription to the
pharmacy of your choice.
Not an Insurance Product
Neither ZipHealth nor ZipHealth Provider Group are insurers. The Services are not insurance products,
and the amounts you pay to ZipHealth or ZipHealth Provider Group are not insurance premiums. If you
desire any type of health or other insurance, you will need to purchase such insurance separately.
3. Availability of Services
ZipHealth and ZipHealth Provider Group operate subject to state and federal regulations, and the
Services may not be available in your state. You represent that you are not a person barred from
enrolling for and/or receiving the Services under the laws of the United States or other applicable
jurisdictions in which you may be located. Access to and use of the Site and/or the Services is limited
exclusively to users located in States within the United States where the Services are available. Services
are not available to users located outside the United States. Accessing the Site or Services from
jurisdictions where content is illegal, or where we do not offer Services, is prohibited.
4. Ordering and Purchasing of Services or Products
Order Acceptance and Shipment
Your placement of an order does not necessarily ensure that we will accept your order. We may require
additional information regarding your order if you have not provided all the information required by us
to completed. Once a properly completed order and authorization of your form of payment is received,
we will process your order and Product for shipment. If, for some reason, we determined that we cannot
ship your Product(s) within thirty (30) days following our receipt of a properly completed order, we will
cancel your order and advise you of such action. We do not accept orders from dealers, wholesalers, or
other customers who intend to resell items offered on our Site.
Typographical Errors and Incorrect Pricing
In the event a Product or Service is listed at an incorrect price due to typographical error or error in
pricing information received from a third party, we shall have the right to refuse or cancel any orders
placed for the Products and/or Service(s) listed at the incorrect price. We shall have the right to refuse or
cancel any such orders whether or not the order has been confirmed and your credit or debit card
charged. If your credit or debit card has already been charged for the purchase and your order is
canceled, we will promptly issue a credit to your credit or debit card account in the amount of the
Risk of Loss
All Products purchased from our Site are delivered to shipment carriers. The risk of loss and title for such
Products pass to you when they are delivered to the carrier.
You may return Products in accordance with our Returns Policy posted on our Site.
You can purchase services on the Site. We accept credit and debit cards issued by U.S. banks. If a credit
card account is being used for a transaction, ZipHealth may obtain preapproval for an amount up to the
amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will
be billed to the credit card you designate during the setup process. If you want to designate a different
credit card or if there is a change in your credit card, you must change your information online. This may
temporarily delay your ability to make online payments while we verify your new payment information.
You represent and warrant that if you are making online payments that (a) any credit card, debit card
and bank account information you supply is true, correct, and complete, (b) charges incurred by you will
be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in
the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in
whose name the card was issued and you are authorized to make a purchase or other transaction with
the relevant credit card and credit card information.
5. Eligibility; Site Access, Security and Restrictions; Passwords
In order to access the Site and the Services, you represent and warrant that you are older than 18 years
old. You agree to fully, accurately, and truthfully create your ZipHealth Account ("Account"), including but
not limited to your name, mailing address, phone number, email address, and password, which become
your ZipHealth ID and credentials. The ZipHealth ID and/or credentials are personal to you, and you are
solely responsible for maintaining the confidentiality of your ZipHealth ID and/or credentials, and for all
activities that occur under such ZipHealth ID and/or credentials. You agree to prohibit anyone else from
using your ZipHealth ID and/or credentials and agree to immediately notify ZipHealth of any actual or
suspected unauthorized use of your ZipHealth ID and/or credentials or other security concerns of which
you become aware. Your access to the Site may be revoked by ZipHealth at any time with or without
You are prohibited from violating or attempting to violate the security of the Site, including, without
limitation: (a) accessing data not intended for such user or logging onto a server or an account which the
user is not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or
network or to breach security or authentication measures without proper authorization; or (c) accessing
violation of applicable law.
You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or
copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion
headers, or other measures we may use to prevent or restrict access to the Site. Violations of system or
network security may result in civil or criminal liability. ZipHealth will investigate occurrences that may
involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting
users who are involved in such violations. You agree not to use any device, software, or routine to
interfere or attempt to interfere with the proper working of this Site or any activity being conducted on
6. Electronic Communications
When you use the Site or Services, or send e-mails, messages, and other communications from your
desktop or mobile device to us, you are communicating with us electronically. You consent to receive
communications from us electronically. You agree that (a) all agreements and consents can be signed
electronically and (b) all notices, disclosures, and other communications that we provide to you
electronically satisfy any legal requirement that such notices and other communications be in writing.
ZipHealth and ZipHealth Provider Group may contact you by telephone, mail, or email to verify your
Account information. ZipHealth and ZipHealth Provider Group may request further information from you
and you agree to provide such further information to ensure that you have not fraudulently created your
Account. If you do not provide this information in the manner requested within 14 days of the request,
we reserve the right to suspend, discontinue, or deny your access to and use of the Site and the Services
until you provide the information to us as requested.
7. Consent to Receive Calls
By providing your phone number, you are agreeing to be contacted by or on behalf of ZipHealth and
ZipHealth Provider Group at the number you have provided, including calls and text messages, to receive
informational, Services related (e.g., progress tracking, prescription fulfillment, appointment reminders,
etc.) and marketing communications relating to the Site and Services. You can opt-out of receiving
further calls and text messages from us by . Please note, that by withdrawing your
consent, some Site features and certain Services may no longer be available to you.
8. Ownership of The Site and Related Materials; Additional Restrictions
All pages within this Site and any material made available for download are the property of ZipHealth, or
its licensors or suppliers, as applicable. The Site is protected by United States and international copyright
and trademark laws.
nontransferable (except as provided below), personal, nonexclusive license to use the object code
retained by ZipHealth or its licensors, suppliers, publishers, rights holders, or other content providers.
Neither the Site and Services, nor any part of the Site and Services, may be reproduced, duplicated,
copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written
consent of ZipHealth. You may not frame or utilize framing techniques to enclose any trademark, logo, or
other proprietary information (including images, text, page layout, or form) of ZipHealth without express
written consent. You may not use any meta tags or any other "hidden text" utilizing ZipHealth’s name or
trademarks without the express written consent of ZipHealth. You may not misuse the Site or Services.
You may use the Site and Services only as permitted by law. The content of the Site, including without
limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed
through or made available for use or download through this Site may not be copied, distributed,
modified, reproduced, published, or used, in whole or in part, except for purposes authorized or
approved in writing by ZipHealth. You may not frame or utilize framing techniques to enclose, or deep
linking to, any name, trademarks, service marks, logo, content, or other proprietary information
(including, without limitation, images, text, page layout, or form) of ZipHealth without our express
9. No Users Under 18 Years Old
The Site and Services are only for users of the age of 18. If you are under the age of 18, please do not
attempt to register with us at this Site or provide any personal information about yourself to us. If we
learn that we have collected personal information from someone under the age of 18, we will promptly
delete that information. If you believe we have collected personal information from someone under the
age of 18, please contact us at firstname.lastname@example.org or call us at (888)-634-1354.
10. Accuracy of Information; Functionality
Although ZipHealth attempts to ensure the integrity and accurateness of the Site and Service
descriptions, it makes no representations, warranties, or guarantees whatsoever as to the correctness or
accuracy of the Site, Service descriptions and other content on the Site. It is possible that the Site could
include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions,
and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please
inform ZipHealth so that it can be corrected. Information contained on the Site may be changed or
updated without notice. Additionally, ZipHealth shall have no responsibility or liability for information or
content posted to the Site from any non-ZipHealth affiliated third party.
ZipHealth and ZipHealth Provider Group each reserves complete and sole discretion with respect to the
operation of the Site and the Services. We may withdraw, suspend, or discontinue any functionality or
feature of the Site or the Services among other things. We are not responsible for transmission errors,
corruption, or compromise of information carried over local or interchange telecommunications carrier.
We are not responsible for maintaining information arising from use of the Site or with respect to the
Services. We reserve the right to maintain, delete, or destroy all communications or information posted
or uploaded to the Site or the Services in accordance with our internal record retention and/or
11. Links to Other Sites
ZipHealth makes no representations whatsoever about any other website that you may access through
this Site. When you access a non-ZipHealth site, please understand that it is independent from
ZipHealth, and that ZipHealth has no control over the content on that website. In addition, a link to a
non-ZipHealth website does not mean that ZipHealth endorses or accepts any responsibility for the
content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you
select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of
a destructive nature. If you decide to access any of the third party sites linked to this Site, you do this
entirely at your own risk.
12. User Information
If you submit, upload, post, or transmit any health information, medical history, conditions, problems,
symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions,
information, files, videos, images, or other materials to us or our Site ("User Information"), you agree not
to provide any User Information that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful,
obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal
or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade
secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any
other harmful component. You agree not to contact other Site users through unsolicited e-mail,
telephone calls, mailings, or any other method of communication. You represent and warrant to
ZipHealth and ZipHealth Provider Group that you have the legal right and authorization to provide all
User Information to ZipHealth and ZipHealth Provider Group for use as set forth herein and required by
ZipHealth and the ZipHealth Provider Group Provider.
ZipHealth and/or ZipHealth Provider Group may de-identify your information such that it is no longer
considered protected health information or personally identifiable information. ZipHealth and/or
ZipHealth Provider Group may disclose, aggregate, sell, or otherwise use such de-identified information
to third parties for analytics, research, or other purposes.
You agree not to: (i) access the Site or use the Services in any unlawful way or for any unlawful purpose;
(ii) post or transmit (1) a message under a false name, or (2) any data, materials, content, or information
(including, without limitation, advice, and recommendations) (collectively "Information") which is (A)
libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property
rights of any other person, or (B) contains or promotes any virus, worm, Trojan horse, time bomb,
malware, or other computer programing or code that is designed or intended to damage, destroy,
intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Site or the
Services, personal information, software, equipment, servers, or Information or facilitate or promote
hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or
misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise
corrupt the administration, security, or proper function of the Site or the Services; (v) use robots or
scripts with the Site; (vi) attempt to reverse engine, reverse assemble, reverse compile, decompile,
disassemble, translate, or otherwise alter, defraud, or create false results from any executable code,
information on, or received by this Site; (vii) to have any antivirus or antispyware software running that is
set to override the internet browser’s cookies setting; (viii) incorrectly identify the sender of any
message transmitted to ZipHealth; (ix) alter the attribution or origin of electronic mail, messages, or
posting; (x) harvest or collect personal health information about any other individual who uses the Site
or the Services; and (xi) infringe or facilitate infringement on any copyright, patent, trademark, trade
secret, or other proprietary, publicity, or privacy rights of any party, including but not limited to, such
rights of third parties.
You agree to defend, indemnify, and hold harmless ZipHealth, ZipHealth Provider Group, and the
Providers from and against all third party claims, damages, and expenses (including, but not limited to,
reasonable attorneys’ fees) against or incurred by us arising out of any User Information you upload to or
transmit through the Site or any breach of this Section 12.
13. Claims of Copyright Infringement
We disclaim any responsibility or liability for copyrighted materials posted on our Site. If you believe that
your work has been copied in a manner that constitutes copyright infringement, please follow the
procedures set forth below.
ZipHealth respects the intellectual property rights of others and expects its users to do the same. In
accordance with the Digital Millennium Copyright Act ("DMCA"), we will respond promptly to notices of
alleged infringement that are reported to ZipHealth’s Designated Copyright Agent, identified below.
Notices of Alleged Infringement for Content Made Available on the Site
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive
right under copyright, please report alleged copyright infringements taking place on or through our Site
by sending us a notice ("Copyright Notice") complying with the following requirements.
Identify the copyrighted works that you claim have been infringed.
Identify the material or link you claim is infringing (or the subject of infringing activity) and
that access to which is to be disabled, including at a minimum, if applicable, the URL of the link
shown on the Site where such material may be found.
Provide your mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Copyright Notice:
"I hereby state that I have a good faith belief that the disputed use of the copyrighted
material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair
"I hereby state that the information in this Copyright Notice is accurate and, under
penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of
the copyright or of an exclusive right under the copyright that is allegedly infringed."
Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to our Copyright Agent:
With the exception of your electronic medical record, ZipHealth and ZipHealth Provider Group, as
applicable, retain all right, title, and interest in and to the Site, the Services and any information,
products, documentation, software, or other materials on the Site, and any patent, copyright, trade
secret, trademark, service mark, or other intellectual property, or proprietary right in any of the
foregoing, except for information on the Site licensed by ZipHealth or ZipHealth Provider Group (in that
case, the license provider retains all right, title, and interest therein). The information available through
the Site and the Services is the property of ZipHealth or ZipHealth Provider Group, as applicable. You
agree not to store, copy, modify, reproduce, retransmit, distribute, disseminate, rent, lease, loan, sell,
publish, broadcast, display, or circulate such information to anyone. Use, reproduction, copying, or
redistribution of ZipHealth or ZipHealth Provider Group trademarks, service marks, and logos are strictly
prohibited without the prior written permission of ZipHealth or ZipHealth Provider Group, as applicable.
The immediately foregoing sentence also applies to any third party trademarks, service marks, and logos
posted on the Site. Nothing contained on the Site should be construed as granting, by implication,
estoppel, waiver, or otherwise, any license or right to use any trademarks, service marks, or logos
displayed on the Site without the written grant thereof by ZipHealth, ZipHealth Provider Group, or the
third party owner of such trademarks, service marks, and/or logos. The Site may contain other
proprietary notices and copyright information, the terms of which you agree to follow.
ZipHealth may delete any information provided by you that it deems in its sole discretion fraudulent,
abusive, defamatory, obscene, or in violation of copyright, trademark, or other intellectual property or
ownership right of any other person or entity.
15. CAN-SPAM Act and Telephone Consumer Protection Act Compliance
ZipHealth and ZipHealth Provider Group are committed to being compliant with the Controlling the
Assault of Non-Solicited Pornography and Marketing Act ("CAM-SPAM ACT") and the Telephone
Consumer Protection Act ("TCPA"). You consent to receive text messages from us as set forth in Section
7, above (Consent to Receive Calls and Text Messages). Emails, newsletters, and text messages received
from us are intended to fully comply with the CAM-SPAM ACT and the TCPA. In the event you receive an
email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the
TCPA, please contact us immediately at the address listed below under the section "How to Contact Us."
You shall not use or permit any of your employees, agents, or affiliates to market, promote, or solicit
ZipHealth products or services in ways that would violate the CAN-SPAM ACT, the TCPA or any other
laws. You shall not: (a) infringe on the rights of others; distribute chain letters or unsolicited bulk
electronic mail ("spamming"); (b) propagate computer worms or viruses; (c) use a false identity; (d)
attempt to gain unauthorized entry to any site or network; or (e) infringe copyrights, trademarks, or
other intellectual property rights.
You further agree to comply with U.S. export laws concerning the transmission of technical data and
regulated materials via the Internet. You agree to indemnify and hold ZipHealth and its affiliates
harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold
ZipHealth and its affiliates harmless against and from losses, damages, costs, and reasonable attorney
fees incurred in defending or resolving any suits brought against ZipHealth or any of its affiliates by
anyone arising out of any alleged violation of any anti-spamming rules, regulations, laws, statutes. Your
Account will be terminated for any of the above infractions.
16. Disclaimer of Warranties
ZipHealth DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR
ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT
OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED "AS IS," WITH ALL
FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT.
ZipHealth DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF
THE INFORMATION OBTAINED THROUGH THE SITE.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES,
AND LINKED WEBSITES. ZipHealth DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL
BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE
RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK
UP AND SECURITY.
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND DISTRIBUTED BY ZipHealth
ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED BY ZipHealth OR
THIRD PARTIES WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES. ZipHealth
DOES NOT GUARANTEE THAT THROUGH USE OF OUR SERVICES ANY PRESCRIPTIONS WILL BE WRITTEN
FOR YOU. ZipHealth PROVIDERS DO NOT PRESCRIBE DEA CONTROLLED SUBSTANCES, SUCH AS THOSE
CONTAINING OPIOIDS OR AMPHETAMINES. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE USE OR
MISUSE OF THE PRODUCTS OBTAINED THROUGH OUR SITE MAY RESULT IN UNDESIRABLE OR
UNEXPECTED CONSEQUENCES. ZipHealth DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES
ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY PRODUCTS OR SERVICES CONTAINED ON OR
MADE AVAILABLE THROUGH THE SERVICE, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR
PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE, INCLUDING YOUR FAILURE TO COMPLY WITH
ANY WARNING LABELS ATTACHED TO THE PRODUCTS.
17. Limitation of Liability Regarding Use of Site
EXCEPT AS PROVIDED BY LAW, AND WITHOUT LIMITATION:
ZipHealth SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF ZipHealth OR THE PROVIDERS.
ZipHealth AND ANY THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE
FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS,
LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED
SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR ANY LINKED
WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND
WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR
DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING
THE SITE AND/OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF
LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF ZipHealth TO YOU WITH RESPECT TO
YOUR USE OF THIS SITE IS $500 (FIVE HUNDRED DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE
FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS
18. No Third Party Rights
rights or remedies on any persons other than you, ZipHealth, ZipHealth Provider Group, and their
third persons to you, ZipHealth, ZipHealth Provider Group, and its affiliates, nor shall any provision give
any third parties any right of subrogation or action over against you, ZipHealth, ZipHealth Provider
Group, and its affiliates.
the benefit of the heirs, successors, and permitted assignees of the parties.
20. Supplemental Terms Applicable to Providers
the event of a conflict between the supplemental terms and any other terms herein, the supplemental
terms shall prevail.
To be a healthcare provider using the Site (for purposes of this Section 20, "Provider" or "you") you must
be a licensed physician, nurse practitioner, or healthcare professional contracted or employed by
ZipHealth Provider Group, and must agree to comply with all laws, medical board rules, and other rules
and regulations applicable to you as a Provider or otherwise. Your relationship with the ZipHealth users
(including, but not limited to, your ZipHealth Provider Group patients) is directly between you and the
patient. The patient will never have a physician-patient relationship with ZipHealth. ZipHealth does not
practice medicine and offers no medical services. As set forth more fully below, Provider is solely
responsible for all agreements, consents, notices, and other interactions with patients and other
consumers. Without limiting the generality of the foregoing, Provider and ZipHealth Provider Group is
solely responsible for all billings and collections from patients and other consumers, and ZipHealth shall
have no liability whatsoever to Provider with respect to any amounts owed by any patient or other
consumer to Provider.
ZipHealth does not provide any medical advice, legal advice, or representations in any way regarding any
legal or medical issues associated with Provider, goods, or services offered by Provider, including but not
limited to any compliance obligations or steps necessary to comply with any state or federal laws and
regulations. Provider should seek legal counsel regarding any legal and compliance issues, and should
not rely on any materials or content associated with the Services in determining Provider’s compliance
obligations under law. Provider and ZipHealth agree that ZipHealth is not providing, to Customer or
anyone else, medical advice or legal advice.
Provider will use the Site and Services only in accordance with applicable standards of good medical
practice. While software products such as the Site and Services can facilitate and improve the quality of
service that Provider can offer patients, many factors, including but not limited to the provider/patient
relationship can affect a patient outcome, and with intricate and interdependent technologies and
complex decision-making it is often difficult or impossible to accurately determine what the factors were
and in what proportion they affected an outcome. Provider shall be solely responsible for its use of the
Site and Services, and the provision of medical services to Provider’s patients. In this regard, Provider
releases ZipHealth and waives any and all potential claims against ZipHealth as a result of Provider’s use
of the Site and Services, and the provision of services to Provider’s patients.
As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to
defend, indemnify and hold ZipHealth harmless from any claim by or on behalf of any patient of
Provider, or by or on behalf of any other third party or person claiming damage by virtue of a familial or
financial relationship with such a patient, which is brought against ZipHealth, regardless of the cause if
such claim arises for any reason whatsoever, out of Provider’s use or operation of the Site and Services.
To the extent applicable, Provider will obtain ZipHealth’s prior written consent to any settlement or
judgment in which Provider agrees to any finding of fault of ZipHealth or defect in the Site or Services.
ZipHealth will promptly notify Provider in writing of any claim subject to this indemnification, promptly
provide Provider with the information reasonably required for the defense of the same, and grant to
Provider exclusive control over its defense and settlement.
If you submit, upload, transmit, or post any consents, notices, advice, recommendations, comments,
files, videos, images, or other materials to us or our Site ("Provider Content") or provide any Provider
Content to patients or other consumers, you agree not to provide any Provider Content that (a) is
defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or
harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy,
copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or
(c) contains or transmits a virus or any other harmful component. Provider is solely responsible for
obtaining all necessary agreements and consents from, and providing all required notices to, patients
and other consumers. You agree not to contact other users through unsolicited e-mail, telephone calls,
mailings, or any other method of communication. You represent and warrant to ZipHealth that you have
the legal right and authorization to upload all Provider Content at the Site. ZipHealth shall have a royalty-free,
irrevocable, transferable right and license to use the Provider Content however ZipHealth desires,
including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create
derivative works from and/or sell and/or distribute such Provider Content and/or incorporate such
Provider Content into any form, medium, or technology throughout the world. ZipHealth is and shall be
under no obligation: (i) to maintain any Provider Content in confidence; (ii) to pay to you any
compensation for any Provider Content; or (iii) to respond to any Provider Content.
ZipHealth does not regularly review Provider Content, but does reserve the right (but not the obligation)
to monitor and edit or remove any Provider Content submitted to the Site. You grant ZipHealth the right
to use the name that you submit in connection with any Provider Content. You agree not to use a false
email address, impersonate any person or entity, or otherwise mislead as to the origin of any Provider
Content. You are and shall remain solely responsible for the content of any Provider Content you post to
the Site or provide to patients or other consumers. ZipHealth and its affiliates take no responsibility and
assume no liability for any Provider Content submitted by you or any third party.
21. Dispute Resolution; Arbitration Agreement
We will try work in good faith to resolve any issue you have with Site, including without limitation,
Products and Services ordered or purchased through the Site, if you bring that issue to the attention of
our customer service department. However, we realize that there may be rare cases where we may not
be able to resolve an issue to a customer's satisfaction.
You and ZipHealth agree that any dispute, claim, or controversy arising out of or relating in any way to
purchased through the Site, shall be determined by binding arbitration instead of in courts of general
jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral
arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for
more limited discovery than in court, however, we agree to cooperate with each other to agree to
reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the
same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive
law regarding damages as if the matter had been brought in court, including without limitation, the law
on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to
provision, and that you and ZipHealth are each waiving the right to a trial by jury or to participate in a
contractual relationship between you and ZipHealth.
If you desire to assert a claim against ZipHealth, and you therefore elect to seek arbitration, you must
first send to ZipHealth, by certified mail, a written notice of your claim ("Notice"). The Notice to
ZipHealth should be addressed to: ZipHealth Services Inc., Attn: Legal Dept.,
1876 Doctor Andres Way STE 83, Delray Beach, FL 33445 ("Notice Address").
If ZipHealth desires to assert a claim against you and therefore elects to
seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on
file or otherwise in our records for you. A Notice, whether sent by you or by ZipHealth, must (a) describe
the nature and basis of the claim or dispute, and (b) set forth the specific relief sought ("Demand"). If
ZipHealth and you do not reach an agreement to resolve the claim within 30 days after the Notice is
received, you or ZipHealth may commence an arbitration proceeding or file a claim in small claims court.
During the arbitration, the amount of any settlement offer made by ZipHealth or you shall not be
disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration
from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after
ZipHealth receives notice at the Notice Address that you have commenced arbitration, it will promptly
reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures
for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association
Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them
from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of
Use. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope
ZipHealth and you agree otherwise, any arbitration hearings will take place in Palm Beach County, FL. (If
you reside outside of the United States, any arbitration hearings will take place in your country of
residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including,
but not limited to, the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000
or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of
documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as
established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined
by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall
issue a reasoned written decision sufficient to explain the essential findings and conclusions on which
the award is based. If the arbitrator issues you an award that is greater than the value of ZipHealth’s last
written settlement offer made before an arbitrator was selected (or if ZipHealth did not make a
settlement offer before an arbitrator was selected), then ZipHealth will pay you the amount of the award
or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing,
administration, and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own
costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the
prevailing party attorneys' fees, or if there is a written agreement providing for payment or recovery
attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for
fee shifting provided by law.
YOU AND ZipHealth 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 ZipHealth agree otherwise, the arbitrator
may not consolidate more than one person's claims with your claims, and may not otherwise preside
over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive
relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief
warranted by that party's individual claim.
If the arbitration terms and conditions of this Section 21 are found to be unenforceable, then (i) the
entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms
of Use shall remain in full force and effect, and (ii) exclusive jurisdiction and venue for any claims will be
in state or federal courts located in and for Jupiter, Florida.
22. Force Majeure
We will not be deemed to be in breach of these terms or liable for any breach of these terms or our
limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages,
earthquakes or floods, civil disorder, strikes, fire, or other disaster.
You agree to defend, indemnify, and hold harmless ZipHealth, ZipHealth Provider Group, and any
affiliates from and against any and all rights, demands, losses, liabilities, damages, claims, causes of
action, actions, and suits (no matter whether at law or equity), fees, costs, and attorney’s fees of any
kind whatsoever arising directly or indirectly out of or in connection with: (i) your use or misuse of the
Provider Group, or any Provider or customer service agent; and/or (iv) any negligent or wrongful act or
omission by you in your use or misuse of the Site, Products, Services, or any information on the Site,
including without limitation, infringement of third party intellectual property rights, privacy rights, or
negligent or wrongful conduct.
24. Revisions; General
ZipHealth reserves the right, in its sole discretion, to terminate your access to all or part of this Site, with
at any time, effective upon posting. Any use of this website after such changes will be deemed an
by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be
and you pertaining to the subject matter hereof. In its sole discretion, ZipHealth may from time-to-time
located on particular pages within this Site.