Terms of Use

 Last updated: August 4th, 2022

These terms of use (“Terms of Use”) are a legal agreement between you and Air Visits, Inc. (“Air Visits,” “we,” “us,” or “our”). These Terms of Use govern your use of our Telemedicine911.com system (the “Service”). By clicking “I Accept,” or by accessing or using the Service, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use.  Your compliance with these Terms of Use is a condition to your use of the Service. If you do not agree to these Terms of Use, you are not permitted to use the Service.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM CAREFULLY.

THE SERVICE

The Service provides a platform for telecommunications and video communications that enables telehealth care providers to remotely contact 911 Public Safety Access Points (“911 PSAP”) for dispatch of emergency services and other services to patients in need (“Patients”) at the Patients’ locations (such services, the “Dispatch Services” and each instance of dispatch, an “Emergency Dispatch”) and to share Patient Data (as defined below) related to an Emergency Dispatch with other health care providers and emergency services professionals (including, without limitation, EMT, police departments, fire departments) (collectively “Emergency Services Professionals”) in connection with the treatment of the Patient, and that enables other healthcare providers, healthcare entities, and Emergency Services Professionals to obtain access to such Patient Data.

Subject to these Terms of Use, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service solely for your internal business purposes.

In order to use and access the Service, you must register for an account and create a user name (“User Name”) and a password (“Password”).  By registering for your account, you represent and warrant that (i) all registration information provided by you is true, accurate, current and complete ; and (ii) you are a licensed healthcare provider in good standing or a healthcare facility in good standing.  Each User Name and corresponding Password can be used only by you and you will not share your User Name or Password with any third party.  You are responsible for the confidentiality and use of your User Name and Password and any use or misuse of the Service made using your User Name and Password.  We reserve the right to delete or change your User Name or Password at any time upon notice to you, or to suspend or terminate you access to and use of the Service for violation of these Terms of Use.

YOUR OBLIGATIONS

You will:

  • Use the Service to activate 911 for emergencies only;
  • Be truthful and accurate with your identity and credentials with us and all third parties when using the Service;
  • Communicate with 911 personnel in a courteous and professional manor;
  • Represent all emergency situations accurately to emergency personnel;
  • Use best efforts to ensure that the primary person identifying the emergency has the most knowledge about the emergency, and is the same person talking to emergency personnel via the Service, and prevent and discourage intermediate persons from relaying information to emergency personnel via the Service or the call back number used in the emergency;
  • Be available for questions during handoff and for callback should emergency personnel need additional information;
  • Keep all call back numbers up to date and accurate;
  • Only access PHI for Patients that you are caring for;
  • Use the Service as the primary means for the activation of 911 in all remote emergencies that you encounter, when clinically optimal for the emergency scenario. However, you acknowledge that there will be instances when the internet is down, devices are down, the Service is down, or other outages or situations that prevent the normal operation of the Service or your emergency plans, and you agree to implement reasonable backup procedures for handling remote emergencies in instances where the Service is not available;
  • If you choose to test and validate remote emergency protocols, then prior to conducting any testing or validation, you will contact and coordinate testing with all 911 PSAPs planned for testing as appropriate, and prepare staff at all addresses used for testing in case testing results in emergency personnel showing up at a test address;
  • Not use the Service for any malicious intent, acts of terror, or for any unlawful or harassing purposes, or to make any false calls to 911;
  • Complete all required training in connection with the operation and use of the Service;
  • White list the Service and Air Visits domains and respond to the Service correspondence including emails and phone calls;
  • Comply with all applicable laws, rules and regulations in connection with your use of the Service.
  • You will add the following (or substantially similar) acknowledgement to all patient consent forms or patient consent procedures where telmedicine911.com may be used, and you will provide us with a representative copy of such consent upon request:

“At times of emergency or clinical concern, your telehealth provider may handoff or transition your care to emergency services.    You acknowledge that if, in the professional judgement of your telehealth provider, it is deemed that you need emergency services, the telehealth provider can use third party technology services (“Services”) to obtain your location and send the location information to 911 and emergency services personnel, even if you are unwilling or unable to consent.  You acknowledge and agree that (i) your location may not be accurately obtained by the Services or transmitted to the local 911 or emergency services; (ii) if you leave the location after your location was obtained, local 911 and emergency services will not be able to find you; (iii) your location information is transmitted at a moment in time, and the Services do not continually track your location; (iv) even if your location information is accurately obtained and transmitted, we nor our service providers  do not control the local 911 and emergency services and are not responsible for any of their acts or omissions. ”

The Service has the ability to record Emergency Dispatches made through the Service at your instruction. You are required to consent to the recording of Emergency Dispatches to use the Service. To the extent you access and use the recordings of Emergency Dispatches made available through Telemedicine911.com, you are solely responsible for ensuring your compliance with all applicable laws related to the access and use of such recordings including those regarding obtaining consent to record from applicable parties. We recommend that you consult with your legal counsel to make sure that you are complying with all applicable laws with communications you record, store, or release using Telemedicine911.com.

The Service has the ability to send messages to a Patient’s communication device and obtain the location of Patients and has the ability to access the Patient’s mobile device carrier account information (“Air® Geolocation”).  You are solely responsible for ensuring your compliance with all applicable laws, as well as any contractual obligations you are subject to, related to the collection of location data and mobile device carrier account information of the Patient, including, to the extent required under such applicable laws or contractual obligations, obtaining Patient consent prior to such collection.  For the avoidance of doubt, you shall not be required to obtain Patient consent to the extent such consent is not required under applicable law or contractual obligations (for example, when the Patient is unresponsive and Air® Geolocation is able to obtain the Patient’s location from a wireless carrier and provide it to an applicable 911 PSAP).  You must use your best judgement and act professionally and ethically in connection with all decisions made using Telemedicine911.com and the transmission of Patient Data through Telemedicine911.com.  You will only use Air® Geolocation to obtain location data and mobile device carrier account information for the purposes of locating the Patient for the Emergency Dispatch.

PATIENT DATA

The Service requires you to provide data relating to your Patients, including textual information, audio video recordings, and other data in each case containing Protected Health Information as defined under HIPAA (the “Patient Data”) to enable an Emergency Dispatch and emergency treatment  Each time you provide Patient Data to enable an Emergency Dispatch, or otherwise in connection with providing health care to a Patient, through the Service, you (i) represent and warrant that the Patient Data is accurate and complete; (ii) authorize Air Visits to use the Patient Data to provide the Service, which includes transmitting the Patient Data to the 911 PSAPs; (iii) represent and warrant that you have all necessary licenses, rights, consents, and permissions to provide the Patient Data through the Service for use in accordance with these Terms of Use; (iv) represent and warrant that the provision of the Patient Data through the Service for use in accordance with these Terms of Use does not violate any privacy or other rights of a third party or any applicable laws, rules or regulations, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (collectively, “Applicable Laws”); and (v) acknowledge and agree that we may share the Patient Data with (x) Covered Entities (as defined under HIPAA) on your behalf at your instruction or as required by law, (y) any non-Covered Entity with whom we have entered into a Business Associate Agreement, and (z) a Covered Entity that obtains the T911 Emergency Record Code (as defined below) from a 911 PSAP for a particular Emergency Dispatch in connection with the Patient’s treatment.  Any third parties with whom we share Patient Data pursuant to subsection (v) above may use the Patient Data to provide their own services pursuant to their own terms of use and privacy policies and procedures, and such services are not a part of or affiliated with the Service or any other products or services provided by us.

You may also obtain access to Patient Data and other user account information and contact information in connection with a particular Emergency Dispatch through the Service.  To obtain access to such Patient Data, you must have been provided a T911 emergency record code (“T911 Emergency Record Code”) by a 911 PSAP, another user of the Service that is a Covered Entity providing health care services to the patient (“Third Party Covered Entities”), or by us directly.  Each time you request access to Patient Data by submitting a T911 Emergency Record Code through the Service, you represent, warrant and covenant that (i) you are a Covered Entity, (ii) you are requesting access to Patient Data in connection with treatment of the Patient, (iii) you have provided all required notices and obtained all required consents from the Patient under Applicable Laws, and have complied with all other applicable requirements under Applicable Laws, to obtain access the Patient Data, and (iv) you shall not use Patient Data except in connection with the treatment of the Patient in accordance with Applicable Laws.  You further represent, warrant and covenant that you shall not share the T911 Emergency Record Code with any third party except Third Party Covered Entities and that all such Third Party Covered Entities are Covered Entities providing health care to the applicable patient under Applicable Laws.  You acknowledge that AirVisits, Inc reserves the right to deny access to Patient Data through the Service and deny access to the T911 Emergency Record Code feature for particular accounts and users.

Our collection and use of the Patient Data is governed by the terms of our Privacy Policy, accessible at https://www.telemedicine911.com/privacy/ (the “Privacy Policy”) which is hereby incorporated by reference and made a part of these Terms of Use.  If you are a Covered Entity (as defined in required under HIPAA) and we are your Business Associate (as defined under HIPAA), then we and you will enter into Air Visits’ standard Business Associate Agreement (the “Air Visits BAA”).

HARDWARE

We may provide you with certain hardware in connection with the Service (the “Hardware”).  Fees for such Hardware, and any applicable additional terms relating to the Hardware, will be agreed upon by you and us in writing.  The Hardware may require a consistent wired or wireless broadband connection to the Internet.  You, and not us, are solely responsible for obtaining such Internet access and any related services needed to access the Internet and for paying all applicable third party fees.  ALL HARDWARE IS PROVIDED AS A CONVENIENCE AND IS NOT INTENDED TO ACTIVATE EMERGENCIES AS A TRADITIONAL PHONE.  THE HARDWARE IS NOT A STANDARD VoIP PHONE AND YOU SHOULD NOT RELY ON THE HARDWARE OR THE SERVICE FOR EMERGENCIES AT YOUR LOCATIONS OR OTHERWISE.

INTELLECTUAL PROPERTY OWNERSHIP

We own all right, title, and interest in and to the Services and all related software and technology, including, without limitation, any source code, HTML code, Java code, or API-callbacks or other information relating to the webpages, software, or other technology used to provide the Services(collectively, the “Software”), including all associated intellectual property rights.  No license or other right is granted to you, except for the limited right to access and use the Services for your internal business purposes, as specifically set forth herein.  Any and all information disclosed by or on behalf of us, or otherwise obtained by you, relating to the Services or any Software is our confidential and proprietary information, and you shall not share such information with any third party or use any such information for any purpose, except as expressly permitted herein.  By using the Services, you (i) acknowledge and agree not to contest our proprietary rights in the Services or the Software; and (ii) agree not to disclose or use any confidential information regarding the Services or the Software (including the Services or the Software themselves) or that is otherwise disclosed to or obtained by you in connection with your use of the Services or Software, unless such use or disclosure is expressly allowed by these Terms of Use.  You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or the Software.  If we identify a technology which you have used which infringes or misappropriates, or if we suspect that you are otherwise infringing or misappropriating, any of our patents or other intellectual property rights, you agree to cooperate with any reasonable requests relating to such matter.

The Service is licensed, not sold.  You only have the non-exclusive right to access and use the Service in accordance with these Terms of Use.  You shall not: (i) modify, adapt or otherwise create derivative works from the Service, the Software, or any user documentation, (ii) lease, sublicense, resell, rent, loan, redistribute, or otherwise transfer, whether for commercial purposes or otherwise, the Service, the Software or user documentation; (iii) reverse engineer, disassemble, decrypt or decompile the Service or the Software, or otherwise try to reduce the Software to a human-readable form, except where and only to the extent that such activity is permitted by applicable law; (iv) remove or alter any copyright, trademark or other proprietary notices contained in the Service, the Software or user documentation; (v) use the Service, the Software or user documentation to develop competing products, or otherwise in any manner not expressly permitted in these Terms of Use; (vi) use the Service or the Software to transmit software viruses or other harmful computer code, files or programs, or to circumvent, disable or otherwise interfere with security-related features of the Service or the Software; (vii) use the Service or the Software to collect or harvest any third party’s personally identifiable information, to send unauthorized commercial communications or to invade the privacy rights of any third party; or (viii) use the Service or the Software for any unlawful purpose, and/or in any manner other than expressly permitted in these Terms of Use.  All rights not expressly granted to you under these Terms of Use are hereby reserved by us.  WITHOUT LIMITING THE FOREGOING, YOU ARE EXPRESSLY PROHIBITED FROM DISCLOSING THE SOFTWARE TO ANY PERSON OR ENTITY OR PERMITTING ANY PERSON OR ENTITY TO ACCESS OR USE THE SERVICE OR THE SOFTWARE.  IN ADDITION, IN THE COURSE OF USING THE SERVICE AND THE SOFTWARE, YOU WILL BE PROVIDED ACCESS TO CONFIDENTIAL INFORMATION OF OURS, INCLUDING, WITHOUT LIMITATION, THE IDENTITIES OF THIRD-PARTIES WITH WHOM WE WORK IN CONNECTION WITH THE SERVICES.  ALL SUCH INFORMATION (i) IS OUR CONFIDENTIAL INFORMATION, (ii) SHALL BE USED BY YOU SOLELY AS NECESSARY IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERIVCE; AND (iii) SHALL BE PROTECTED BY YOU USING THE SAME DEGREE OF CARE THAT YOU USE TO PROTECT YOUR OWN CONFIDENTIAL INFORMATION, BUT IN NO EVENT SHALL YOU USE LESS THAN A REASONABLE DEGREE OF CARE.

The trademarks, service marks, and logos used and displayed on the Service (the “Air Visits Marks”) are our registered and unregistered trademarks or service marks.  Other names displayed may be trademarks or service marks owned by third parties (the “Third-Party Marks,” and, collectively with the Air Visits Marks, the “Marks”).  Nothing herein or through the provision of the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Marks without our prior written permission specific for each such use.  All goodwill generated from the use of the Air Visits Marks shall inure to our benefit.

If you send or transmit any communications, comments, questions, suggestions, or related materials to us, whether by letter, e-mail, telephone, or otherwise, suggesting or recommending changes to the Service, including, without limitation, new features or functionality relating thereto (collectively “Feedback”), all such Feedback is, and will be exclusively owned by us.  You hereby assign all right, title, and interest in, and we will be free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, and all applicable intellectual property rights relating to the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.  You agree and understand that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

FEES

In exchange for use of the Service, you will pay fees in accordance with the subscription plan that you select during the registration process (the “Fees”).  The Fees currently consist of a monthly subscription fee (the “Subscription Fee”) which is paid monthly in advance and a usage fee as set forth in the fee schedule available to you during the registration process.  We reserve the right to change these fees and/or introduce new fees at any time upon notice to you.  All Fees are due within ten (10) days of invoice and are non-refundable.  Fees are stated exclusive of taxes, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchase, except for those taxes based on our net income. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax.

During the registration process, you will be required to provide your credit card, ACH, bank account or other approved facility information (“Payment Method”).  When you provide a Payment Method, you authorize us, through our third-party payment vendor, Braintree, a Paypal service (the “Payment Processor”), to charge such Payment Method for all Fees, when due; (iii) agree to Payment Processor’s terms and conditions and privacy policy, which are available at www.braintreepayments.com ; and (iv) warrant and represent that all information relating to your Payment Method is valid and accurate, that you are authorized to provide such information to us in connection with your account, and that you will update all information to keep it current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date).

If you are using the Service as an authorized user under a Master Services Agreement with us, then the company that has entered into the Master Services Agreement with us will be responsible for the payment of all Fees.

DISCLAIMERS

THE SERVICE, THE SOFTWARE, THE HARDWARE, AND ANY TRAINING OR TRAINING MATERIALS THAT AIR VISITS PROVIDES TO YOU IN CONNECTION WITH THE SERVICE (COLLECTIVLEY, “TRAINING”), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE, THE SOFTWARE, THE HARDWARE OR THE TRAINING WILL OPERATE ERROR-FREE OR THAT THEY ARE FREE OF COMPUTER VIRUSES OR SIMILAR DESTRUCTIVE ELEMENTS, AND ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  WE HEREBY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE SERVICE, THE SOFTWRE, THE HARDWARE AND THE TRAINING.

WE ARE A TECHNOLOGY VENDOR, AND WE DO NOT PROVIDE 911 EMERGENCY OR OTHER MEDICAL SERVICES.  WE DO NOT CONTROL, NOR DO WE HAVE CONTRACTUAL RELATIONSHIPS WITH, ANY 911 PSAP OR ANY EMERGENCY SERVICES PROFESSIONALS, OR ANY HOSPITAL OR OTHER FACILITY OR THIRD PARTY INVOLVED IN ANY EMERGECY DISPATCH.  WE ARE NOT RESPONSIBLE FOR, AND WILL HAVE NO LIABILITY WITH RESPECT TO, ANY ACTS OR OMISSIONS OF ANY 911 PSAP, EMERGENCY SERVICES PROFESSIONALS, HOSPITAL OR OTHER FACILITY OR THIRD PARTY INVOLVED IN ANY EMERGENCY DISPATCH.  WITHOUT LIMITING THE FOREGOING, 911 PSAPS, EMERGENCY SERVICES PROFESSIONALS, HOSPITALS AND OTHER FACILITIES AND THIRD PARTIES INVOLVED IN ANY EMERGENCY DISPATCH ARE NOT REQUIRED TO COMPLY WITH REQUESTS SENT THROUGH THE SERVICE BY YOU, AND THEY MAY ACT OPPOSITE TO THE REQUSTS SENT THROUGH THE SERVICE BY YOU FROM TIME TO TIME BASED ON THE SITUATION; WE DO NOT HAVE ANY CONTROL OVER, AND SHALL HAVE NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO, THE ACTS, OMISSIONS OR DECISIONS OF ANY 911 PSAP, EMERGENCY SERVICES PROFESSIONALS, HOSPITAL OR OTHER FACILITIES OR THIRD PARTIES INVOLVED IN ANY EMERGENCY DISPATCH. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT IN THE PROCESS OF SAVING LIVES OR RESPONDING TO EMERGENCIES, THERE MAY BE DESTRUCTION OF PROPERTY DUE TO FORCED ENTRY, LEGAL ACTIONS BROUGHT BY RESPONDERS TO PATIENTS OR OTHER PERSONS, PSYCHIATRIC COMMITMENT OF PATIENTS OR PERSONS, HARM TO PATIENTS, PERSONS OR PETS, OTHER ACTIONS AND EFFECTS RESULTING FROM USE OF TELEMEDICINE911.COM, WHETHER INTENDED OR NOT, AND AIR VISITS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY OF THE FOREGOING.

THE SERVICE IS DEPENDENT ON PATIENT DATA PROVIDED BY YOU.  THIS PATIENT DATA IS INTENDED TO BE USED BY THE 911 PSAP, EMERGENCY SERVICES PROFESSIONALS, HOSPITALS AND OTHER FACILITIES AND THIRD PARTIES INVOLVED IN THE EMERGENCY DISPATCH, TO LOCATE PATIENTS AND PROVIDE 911 SERVICES.  HOWEVER, AIR VISITS DOES NOT CONTROL THE 911 PSAP AND CANNOT GUARANTEE THAT THE 911 PSAP WILL RECEIVE THE PATIENT DATA, OR USE THE PATIENT DATA FOR THIS PURPOSE OR IN A TIMELY OR APPROPRIATE MANNER IF IT RECEIVES THE PATIENT DATA.  YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ACCURATE AND COMPLETE PATIENT DATA IS SUBMITTED.  WE DO NOT PROVIDE THIS PATIENT DATA, NOR DO WE REVIEW OR VERIFY ANY OF THIS PATIENT DATA.  WE ARE NOT RESPONSIBLE FOR, AND WILL HAVE NO LIABILITY WITH RESPECT TO, ANY DELAY, ERROR, INJURY, OR DAMAGES RESULTING FROM ANY PATIENT DATA, INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING CAUSED BY (i) ANY ACT OR OMISSION OF ANY 911 PSAP, EMERGENCY SERVICES PROFESSIONAL, HOSPITAL OR OTHER FACILITY OR THIRD PARTY INVOVLED IN ANY EMERGENCY DISPATCH, OR (ii) INACCURATE OR INCOMPLETE PATIENT DATA, PROVIDED BY YOU OR OTHERWISE PROVIDED THROUGH YOUR ACCOUNT.

TELEMEDICINE911.COM, AND ALL COMPONENTS AND FEATURES THEREOF, INCLUDING, WITHOUT LIMITATION, AIR® GEOLOCATION, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.  WITHOUT LIMITING THE FOREGOING, AIR VISITS MAKES NO REPRESENTATIONS OR WARRANTY THAT AIR® GEOLOCATION WILL ACCURATELY IDENTIFY OR LOCATE A PATIENT’S LOCATION, OR PROVIDE ACCURATE PATIENT LOCATIONS TO 911 PSAPS.  IN ADDITION, IT IS POSSIBLE THAT THE PATIENT MAY CHANGE LOCATIONS AFTER THEIR INITIAL LOCATION IS CAPTURED BY AIR® GEOLOCATION, AND EVEN IF THE INITIAL LOCATION WAS CORRECTLY TRANSMITTED, THE 911 PSAP WILL NOT BE ABLE TO LOCATE THE PATIENT.  AIR VISITS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OF IMIPLIED, WITH RESPECT TO TELEMEDICINE911.COM, AND ALL COMPONENTS AND FEATURES THEREOF, INCLUDING, WITHOUT LIMITATION, AIR® GEOLOCATION.

YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS NOT INTENDED TO BE YOUR SOLE METHOD FOR EMERGENCY RESPONSE, AND YOU MUST HAVE ALTERNATIVE PROTOCOLS IN PLACE TO RESPOND TO EMERGENCY SITUATIONS IN THE EVENT THAT THE SERVICE IS UNAVAILABLE.

WE SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN THE SERVICE, THE SOFTWARE, THE HARDWARE, THE TRAINING, OR OTHERWISE IN CONNECTION WITH THE PERFORMANCE OF OUR OBLIGATIONS HEREUNDER, IF PREVENTED FROM DOING SO BY (I) FLOODS, EARTHQUAKES, OR OTHER SIMILAR ELEMENTS OF NATURE OR ACTS OF GOD; (II) PANDEMIC, VIRUS, EXECUTIVE OR GOVERNMENT ORDER, RIOTS, CIVIL DISORDERS, REBELLIONS OR REVOLUTIONS IN ANY COUNTRY; (III) POWER BLACKOUT, CABLE CUT, ACTS OF REGULATORY OR GOVERNMENTAL AGENCIES, EXECUTIVE ORDERS, GOVERNMENT SHUTDOWNS, UNAVAILABILITY OF RIGHT-OF-WAY, UNAVAILABILITY OF SERVICES OR MATERIALS UPON WHICH THE SERVICE, THE SOFTWARE OR THE HARDWARE RELY, OR (IV) ANY OTHER CAUSE BEYOND OUR REASONABLE CONTROL.

BETA FEATURES

From time to time, we may invite you to try “beta” features or functionalities of our products or services, which are not generally available to all of our customers for production use (“Beta Features”), at no charge.  You may accept or decline to use Beta Features in your sole discretion.  Beta Features are for evaluation purposes only and not for production use, are not considered part of the Service, are not supported, and may be subject to additional terms.  Unless otherwise expressly agreed to by us, any Beta Feature trial period will expire upon the date that a version of the Beta Feature becomes generally available to all of our customers for production use or upon the date that we elect to discontinue such Beta Feature.  We may discontinue Beta Features at any time in our sole discretion and may never make them generally available as part of the Service or any of our other products or services.  We will have no liability to you or any other third party for any harm or damage arising out of or in connection with any use of a Beta Feature, and use of any Beta Feature is at your own risk.

SOFTWARE UPDATES

From time to time, we may change or update the Software (“Software Updates”).  Software Updates are made in our sole discretion.  In order to continue using the Service, you must accept all applicable Software Updates; we will not be responsible or liable for any failure or unavailability of the Service if due to your failure to accept Software Updates.

LIMITATIONS OF LIABLITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY OR OTHERWISE, AND IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) IN NO EVENT SHALL AIR VISITS OR ITS RELATED ENTITIES OR AFFILIATES, OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, OWNERS, DONORS, AGENTS, OR LICENSORS (REFERRED TO HEREIN COLLECTIVELY AS THE “AIR VISITS PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES, OR ANY OTHER PECUNIARY LOSS OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, EVEN IF AIR VISITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) THE LIABILITY OF THE AIR VISITS PARTIES IN THE AGGREGATE FOR ANY DIRECT DAMAGES SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE FEES THAT YOU HAVE PAID TO AIR VISITS FOR USE OF THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AS SET FORTH ABOVE OR THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION. THEREFORE, SOME OF THE ABOVE DISCLAIMERS OF WARRANTY AND/OR LIMITATIONS ON LIABILITY MAY NOT APPLY TO YOU.  NOTHING HERE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

INDEMNIFICATION

You shall indemnify and hold harmless all Air Visits Parties from and against any and all claims, demands, and causes of actions brought by a third party (including, without limitation, any Patient) against any Air Visits Party, and all related damages, liabilities, losses and expenses, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your use of the Service, (ii) your breach of these Terms of Use, (iii) your violation of any third-party rights, including without limitation any privacy right, (iv) your violation of any Applicable Law; (v) any act or omission of yours; or (vi) any Patient Data provided through your account. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

BINDING ARBITRATION

In the event of a dispute arising under or relating to these Terms of Use or the Service (each, a “Dispute”), you or we may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”).  Any election to arbitrate, at any time, shall be final and binding on the other parties. IF A PARTY CHOOSES ARBITRATION, NO OTHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT ANY PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.  All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA.  The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website . Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules.  Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the New Jersey.  The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.  The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.  As set forth in Section 10 below, nothing in these Terms of Usewill prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights or confidential or proprietary information by you, we will suffer irreparable harm and monetary damages would be an inadequate remedy.  We will therefore be entitled to seek relief from a court to restrain you (on a temporary, preliminary or permanent basis) from using or disclosing our intellectual property rights or confidential or proprietary information, or otherwise violating these Terms of Use, and any such restraint shall be in addition to (and not instead of) any and all other remedies to which we shall be entitled, including money damages.  We will not be required to post a bond to secure against an imprudently granted injunction (again, whether temporary, preliminary or permanent).

TERMINATION

We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Use and your access to and use of the Service, at any time and for any reason without prior notice or liability.  Sections herein relating to intellectual property ownership and restrictions on use, disclaimers, limitations of liability, indemnity, and any other provisions which by their nature should survive, shall survive the expiration or earlier termination of these Terms of Use.

COMPLIANCE WITH APPLICABLE LAWS

The Service is based in the United States and is not intended for use outside of the United States.  When you register for an account, you must register with a mailing address located in the United States, and you warrant and represent that you are a United States resident (if you register as an individual).  We make no claims concerning whether the Service may be appropriate for use outside of the United States.  If you access the Service from outside of the United States, you do so at your own risk.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

COMMUNICATIONS WITH AND SUBMISSIONS TO US

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information.  With respect to all e-mails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of the Service, without compensation or attribution to you.

GENERAL

Nothing herein shall be construed as making either party the partner, joint venturer, agent, legal representative, employer or employee of the other party.  Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other party, except as provided for herein or authorized in writing by the party to be bound.

These Terms of Use will be governed by and construed under the laws of the State of New Jersey without regard to its conflicts of laws principles.

You shall not assign or transfer these Terms of Use, or your rights or obligations hereunder, without the prior written consent of us, and any attempt to do so shall be null and void.  These Terms of Use will be binding upon and will inure to the benefit of the legal representatives, successors and permitted assigns of the parties hereto.

No failure or delay by either party in exercising any right or remedy under these Terms of Use will operate, or be deemed to operate, as a waiver of any such right or remedy.

If any provision of these Terms of Use should, for any reason, be held invalid, prohibited by law or unenforceable in any respect, such term will not apply. However, the remainder of these Terms of Use shall be enforced to the full extent permitted by law.

Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of these Terms of Use.

These Terms of Use, together with the Privacy Policy, and, if applicable, the Air Visits BAA, constitutes the final and complete agreement between you and us regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written; provided, however, that if you are using the Service as an authorized user under a Master Services Agreement with us, then the Master Services Agreement shall remain in full force and effect.

We reserve the right to change these Terms of Use from time to time as we deem necessary.  We will post such changes and their effective date within these Terms of Use, and we will provide you notice of changes via email and/or notice you’re your next login.  Your continued use of the Service after any such change will signify your acceptance of the change.  If you do not accept any change, your sole and exclusive remedy is to discontinue using the Service.

CONTACT US

If you need to contact us for any reason, our contact information is below:

Address:

150 Clove Road, Suite 2
Little Falls, NJ 07424

Email Address:  admin@telemedicine911.com

Phone Number:  (510) 901-4911

Copyright 2021 Air Visits, Inc.  All rights reserved.

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