Terms of service
Effective date: March 3, 2025
IntroductionOverviewDefiant Health Service OverviewDo Not Use in an EmergencyEligibilityGeneral Payment TermsPriceAuthorizationPayment ProcessingDelinquent AccountsLicensesLimited LicenseLicense RestrictionsFeedbackOwnership; Proprietary RightsThird-Party TermsThird-Party Services and Linked WebsitesCommunicationsText Messaging & Phone CallsEmailProhibited ConductModification of TermsTerm, Termination, and Modification of the ServiceTermTerminationEffect of TerminationModification of the ServiceIndemnityDisclaimers; No Warranties by Defiant Health.Limitation of LiabilityDispute Resolution and ArbitrationGenerallyExceptionsOpt-OutArbitratorCommencing ArbitrationArbitration ProceedingsArbitration ReliefNo Class ActionsModifications to this Arbitration ProvisionEnforceabilityMiscellaneousGeneral TermsGoverning LawPrivacy PolicyAdditional TermsConsent to Electronic CommunicationsContact InformationNotice to California ResidentsNo SupportInternational Use
Introduction
Welcome, and thank you for your interest in Miga, Inc. (d/b/a Defiant Health) (“Defiant Health,” “we,” or “us”) and our website at www.defianthealth.com, along with our related websites and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Defiant Health regarding your use of the Service. If you are accessing or using the Service as a clinician or medical professional and you have a separate contract in place with Defiant Health relating to your use of the Service for purposes of engaging or meeting with users on the Service (“Separate Agreement”), that Separate Agreement will control to the extent of any conflict or inconsistency with these Terms (defined below). For the avoidance of doubt, “Service” does not include the receipt or provision of licensed healthcare services to users via the Service (collectively, “Medical Services”). Defiant is affiliated with medical professional corporations and their affiliated medical service providers (the professional corporations collectively, the “Defiant Practices”). Defiant Health provides management, administrative, technology services and other certain non-medical services to the Defiant Practices. The Defiant Practices provide Medical Services (as defined below). Defiant Health’s Medical Terms of Service [https://defiant-health-e32c69.webflow.io/medical-terms] govern the provision by the Defiant Practices of, and your access to and use of, the Medical Services. Please read the Medical Terms of Service carefully before accessing or using the Medical Services.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT” OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING DEFIANT HEALTH’S PRIVACY POLICY [https://defiant-health-e32c69.webflow.io/privacy-policy-page] (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND DEFIANT HEALTH’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY DEFIANT HEALTH AND BY YOU TO BE BOUND BY THESE TERMS.
YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF DEFIANT HEALTH AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE COMMUNICATION FOR ADMINISTRATIVE AND CLINICAL SUPPORT. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 14 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND DEFIANT HEALTH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT” OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING DEFIANT HEALTH’S PRIVACY POLICY [https://defiant-health-e32c69.webflow.io/privacy-policy-page] (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND DEFIANT HEALTH’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY DEFIANT HEALTH AND BY YOU TO BE BOUND BY THESE TERMS.
YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF DEFIANT HEALTH AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE COMMUNICATION FOR ADMINISTRATIVE AND CLINICAL SUPPORT. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 14 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND DEFIANT HEALTH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Overview
Defiant Health Service Overview
Via the Service, Defiant Health provides access to virtual care, offering primary care clinical assessment, diagnosis, and management of the workup for cancer. Defiant Health refers patients to labs and/or imaging centers for diagnostic testing, interpreting results, and other specialty care.
Do Not Use in an Emergency
IF YOU HAVE A MEDICAL EMERGENCY, CALL 9-1-1 IMMEDIATELY. THE SERVICE IS NOT DESIGNED FOR OR INTENDED FOR EMERGENCY USE.
Eligibility
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
General Payment Terms
Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity while booking an appointment to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.
Price
Defiant Health reserves the right to determine pricing for the Service. Defiant Health will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing information at www.defianthealth.com periodically for current pricing information. Defiant Health may change the fees for any feature of the Service, including additional fees or charges, if Defiant Health gives you advance notice of changes before they apply. Defiant Health, at its sole discretion, may make promotional offers with different features and different pricing to any of Defiant Health’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. Defiant Health may provide a refund (in whole or in part) to users at its sole discretion. If you would like to request a refund, please contact us at support@defianthealth.com. To request a refund, you may be required to provide documentation that shows applicable cause, and determination of which will remain at Defiant Health’s sole discretion.
Authorization
You authorize Defiant Health to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Defiant Health, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Defiant Health may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
Payment Processing
Defiant Health may contract with a third party to process any payment submitted for or through the Service (“Payment Processor”). By making any purchase for or through our Service, you authorize us to share any of your information with the Payment Processor in order to process your payment.
Delinquent Accounts
Defiant Health may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time payment is due, then Defiant Health reserves the right to delete your account and any information associated with your account without any liability to you.
Licenses
Limited License
Subject to your complete and ongoing compliance with these Terms, Defiant Health grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
License Restrictions
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
Feedback
We respect and appreciate the thoughts and comments from our users If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Defiant Health an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
Ownership; Proprietary Rights
The Service is owned and operated by Defiant Health. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Defiant Health (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Defiant Health or its third-party licensors. Except as expressly authorized by Defiant Health, you may not make use of the Materials. There are no implied licenses in these Terms and Defiant Health reserves all rights to the Materials not granted expressly in these Terms.
Third-Party Terms
Third-Party Services and Linked Websites
Defiant Health may provide tools through the Service that enable you to export information to third-party services. By using one of these tools, you hereby authorize Defiant Health to transfer that information to the applicable third-party service. Third-party services are not under Defiant Health’s control, and, to the fullest extent permitted by law, Defiant Health is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Defiant Health’s control, and Defiant Health is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any information with such third-party services. Once sharing occurs, Defiant Health will have no control over the information that has been shared.
Communications
Text Messaging & Phone Calls
You agree that Defiant Health and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Service, as well as marketing calls or messages. Calls and text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM Defiant Health, YOU CAN EMAIL SUPPORT@DEFIANTHEALTH.COM OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL CALLS AND TEXT MESSAGES FROM Defiant Health, YOU CAN EMAIL SUPPORT@DEFIANTHEALTH.COM OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Service.
Email
We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
Prohibited Conduct
BY USING THE SERVICE, YOU AGREE NOT TO:
use the Service for any illegal purpose or in violation of any local, state, national, or international law;
harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service including any abusive behavior or sexual misconduct of employees of Defiant Health and any clinical staff via telehealth;
violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Defiant Healt;
interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 5 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
attempt to do any of the acts described in this Section 8 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 8 (Prohibited Conduct).
Modification of Terms
We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. Except as expressly permitted in this Section 9 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
Term, Termination, and Modification of the Service
Term
These Terms are effective beginning when you accept the Terms or first access or use the Service, and ending when terminated as described in Section 10.2 (Termination).
Termination
If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Defiant Health may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at support@defianthealth.com.
Effect of Termination
Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Defiant Health any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 4.3 (Feedback), 5 (Ownership; Proprietary Rights),10.3 (Effect of Termination), 11 (Indemnity), 12 (Disclaimers; No Warranties by Defiant Health), 13 (Limitation of Liability), 14 (Dispute Resolution and Arbitration), and 15 (Miscellaneous) will survive. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
Modification of the Service
Defiant Health reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Defiant Health will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service.
Indemnity
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Defiant Health, its affiliates and the irrespective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Defiant Health Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1)your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Disclaimers; No Warranties by Defiant Health.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. DEFIANT HEALTH DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. DEFIANT HEALTH DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DEFIANT HEALTHDOESNOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT: (A) PORTIONS OF THE SERVICES PROVIDED BY DEFIANT HEALTH RELY ON ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING WHICH, BY NATURE, PRODUCES OUTPUTS THAT ARE BASED ON PROBABILISTIC REASONING AND THEREFORE MAY NOT ALWAYS BE ACCURATE, COMPLETE, RELEVANT, USEFUL, OR ERROR FREE. DEFIANT HEALTH IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE; (B) THE NATURE OF THE SERVICES AND MACHINE LEARNING OR ARTIFICIAL INTELLIGENCE TECHNOLOGY GENERALLY, OUTPUT MAY NOT BE UNIQUE, NOVEL, EXCLUSIVE, OR OTHERWISE SPECIFIC TO YOU OR YOUR INPUT AND OTHER USERS OF THE SERVICES MAY RECEIVE SIMILAR OUTPUT VIA THE SERVICES; (C) THE OUTPUT OR ANY PART THERE OF MAY (1) BE OWNED OR CONTROLLED BY A THIRD PARTY, OR (2) PROTECTED OR PROTECTABLE BY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS; (D) YOU MAY NOT HAVE ANY RIGHT OR LICENSE TO USE OR OTHERWISE EXPLOIT THE OUTPUT; (E) YOU MAY NOT BE ABLE TO SECURE OR OBTAIN, IN ANY JURISDICTION, ANY RIGHT IN THE OUTPUT OR ANY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RELATING TO THE OUTPUT; AND (F) OUTPUT MAY HAVE APPLICABILITY OR OTHERWISE BE RELEVANT TO OTHER USERS OF THE SERVICES. TO THE GREATEST EXTENTPERMITTED BY LAW, DEFIANT HEALTH MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE FOREGOING ACKNOWLEDGMENTS.
DEFIANT HEALTH DOES NOT VERIFY OR REVIEW ANY INFORMATION OR SERVICE THAT YOU MAY RECEIVE FROM INDEPENDENT THIRD PARTIES, SUCH AS INDEPENDENT MEDICAL PRACTICES (COLLECTIVELY, “PROVIDERS”) OR ANY OTHER THIRD PARTY ON THE SERVICE. YOUR INTERACTIONS WITH ANY PROVIDER (INCLUDING ANY CONSULTATIONS, MESSAGING, MATERIALS POSTED ON OR VIA THE SERVICES OR ANY PROVISION OF CARE OR OTHER INTERACTION VIA OUR SERVICE), AND ANY OPINIONS, RECOMMENDATIONS, MATERIALS, OR INFORMATION MADE AVAILABLE TO YOU BY ANY PROVIDER, ARE SOLELY BETWEEN YOU AND THE PROVIDER.
DEFIANT HEALTH DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR OTHER COMMITMENTS OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH ANY PROVIDER OR ANY INFORMATION ON THE SERVICE (INCLUDING BUT NOTLIMITED TO DESCRIPTIONS OF PROFESSIONAL/PROVIDER QUALIFICATIONS, EXPERTISE, OR QUALITY OF WORK). WITHOUT LIMITING THE FOREGOING, DEFIANTHEALTH DOES NOT ENDORSE ANY PARTICULAR PROVIDER OR TREATMENT METHODOR TECHNIQUE, AND SHALL IN NO EVENT BE LIABLE TO YOU OR TO ANYONE FORANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY ANY PARTY IN RELIANCEON INFORMATION ARISING FROM ANY USE OF THE SERVICE (INCLUDING ANY INTERACTIONS WITH PROVIDERS).
YOU AGREE THAT ANY PROVIDER YOU CONSULT WITH VIA THE SERVICE WILL BE SOLELY AND EXCLUSIVELY RESPONSIBLE AND LIABLE FOR ALL CLINICAL DECISIONS AND INFORMATION, AND DEFIANT HEALTH NEITHER HAS NOR EXERCISES ANY CONTROL OR DISCRETION OVER THE METHODS BY WHICH ANY PROVIDER RENDERS ANY CLINICAL SERVICE OR ADVICE. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT THAT THE SERVICES ARE USED TO PROVIDE VIRTUAL MEDICINE, (A) YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED DETAILS ON SECURITY MEASURES TAKEN WITH THE USE OF TELEMEDICINE SERVICES, SUCH AS ENCRYPTING DATE OF SERVICE, PASSWORD PROTECTED SCREEN SAVERS, ENCRYPTING DATA FILES, OR UTILIZING OTHER RELIABLE AUTHENTICATION TECHNIQUES, AS WELL AS POTENTIAL RISKS TO PRIVACY NOTWITHSTANDING SUCH MEASURES; (B) YOU AGREE TO HOLD HARMLESS DEFIANT HEALTH FOR INFORMATION LOST DUE TO TECHNICAL FAILURES; AND (C) YOU PROVIDE YOUR EXPRESS CONSENT TO FORWARD YOUR PATIENT-IDENTIFIABLE INFORMATION TO A THIRD PARTY.
NOTHING IN THESE TERMS SHOULD BE CONSTRUED TO ALTER OR OTHERWISE AFFECT THE LEGAL, ETHICAL OR PROFESSIONAL RELATIONSHIPS BETWEEN AND AMONG YOU AND THE PROVIDERS, NOR DOES ANYTHING IN THESE TERMS ABROGATE ANY RIGHT, PRIVILEGE OR OBLIGATION ARISING FROM OR RELATED TO THE PHYSICIAN-PATIENT RELATIONSHIP.
YOU EXPRESSLY WAIVE AND RELEASE DEFIANT HEALTH FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES, WHETHER KNOWN OR UNKNOWN, ARISING FROM OR IN ANY WAY RELATED TO YOUR INTERACTIONS WITH PROVIDERS OR ANY OTHER USERS OF THE SERVICE.
DEFIANT HEALTH WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES, INCLUDING CLAIMS OF PROFESSIONAL MALPRACTICE, BETWEEN PROVIDERS AND USERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE SERVICE (WITH ALL THEIR IMPLICATIONS) RESTS SOLELY WITH YOU.
THE QUALITY OF APPOINTMENTS SCHEDULED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE PROVIDER WHO ULTIMATELY PROVIDES THE APPOINTMENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR DEFIANT HEALTH ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE DEFIANT HEALTH ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 12 (DISCLAIMERS; NO WARRANTIES BY DEFIANT HEALTH) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Defiant Health does not disclaim any warranty or other right that Defiant Health is prohibited from disclaiming under applicable law.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE DEFIANT HEALTH ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY DEFIANT HEALTH ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTIONS 14.5 (COMMENCING ARBITRATION) AND 14.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE DEFIANT HEALTHENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO DEFIANT HEALTH FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITSESSENTIAL PURPOSE.
Dispute Resolution and Arbitration
Generally
Except as described in Section 14.2 (Exceptions) and 14.3 (Opt-Out), you and Defiant Health agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DEFIANT HEALTH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions
Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available;(c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Opt-Out
If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 14 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Miga, Inc. (d/b/a Defiant Health), Attention: Legal Department – Arbitration Opt-Out, 68 Harrison Ave Ste 605 PMB 83344 Boston, MA 02111 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Defiant Health receives your Opt-Out Notice, this Section 14 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 15.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
Arbitrator
This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association(“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org,by calling the AAA at +1-800-778-7879, or by contacting Defiant Health.
Commencing Arbitration
Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Defiant Health’s address for Notice is: Miga, Inc. (d/b/a Defiant Health), 68 Harrison Ave Ste 605 PMB 83344 Boston, MA 02111.The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c)set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement todo so within 30 days after the Notice of Arbitration is received, you or Defiant Health may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Defiant Health will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Defiant Health has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
Arbitration Proceedings
Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted:(a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your [residence/billing address]. During the arbitration, the amount of any settlement offer made by you or Defiant Health must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Arbitration Relief
Except as provided in Section 14.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Defiant Health before an arbitrator was selected, Defiant Health will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
No Class Actions
YOU AND DEFIANT HEALTH 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 Defiant Health agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision
If Defiant Health makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Defiant Health’s address for Notice of Arbitration, in which case your account with Defiant Health will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
Enforceability
If Section 14.8 (No Class Actions) or the entirety of this Section 14 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Defiant Health receives an Opt-Out Notice from you, then the entirety of this Section 14 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 15.2 (Governing Law) will govern any action arising out of or related to these Terms.
Miscellaneous
General Terms
These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Defiant Health regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
Governing Law
These Terms are governed by the laws of the State of Massachusetts without regard to conflict of law principles. You and Defiant Health submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Suffolk County, Massachusetts for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Massachusetts, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
Privacy Policy
Please read the Defiant Health Privacy Policy [link to privacy policy] (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Defiant Health Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
Additional Terms
Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
Consent to Electronic Communications
By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
Contact Information
The Service is offered by Miga, Inc. (d/b/a Defiant Health), located at 68 Harrison Ave Ste 605 PMB 83344 Boston, MA 02111 . You may contact us by sending correspondence to that address or by emailing us at support@defianthealth.com.
Notice to California Residents
If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
No Support
We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
International Use
The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
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