Terms of Use - Second Opinions

TERMS OF USE Last Updated: December 11, 2023

These terms of use (“Terms“), together with the Privacy Policy and the Cancellation and Refunds Policy (collectively the “Agreement“) govern the access to and use of USARAD platform offered on or through https://www.secondopinions.com (“Platform” as applicable), allowing for the provision of remote second opinion consultation services (“Services“) by multiple health care practitioners (“HCPs“).

The Agreement is a legally binding, enforceable agreement between USARAD Holdings Inc. and its affiliates (collectively “USARAD“), and you, a Patient of the Platform and the Services (“Patient“, “you” or “your“). If you are entering into the Agreement on behalf of patient requiring second opinion consultation services, you hereby represent that you have the authority to bind such patient to the terms of the Agreement, in which case the term “Patient” will refer to such party and/or the patient, as applicable. The Patient and USARAD shall each be referred to herein as a “party” and collectively as the “parties”.

ACCEPTANCE OF THE AGREEMENT: BY INTERACTING WITH THE PLATFORM, OPENING AN ACCOUNT, CLICKING TO ACCEPT OR AGREE TO THE TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, UPLOADING FILES OR OTHERWISE, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE AGREEMENT AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OR ALL OF THE TERMS UNDER THE AGREEMENT, PLEASE DO NOT INTERACT WITH THE PLATFORM. YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW.

The Platform are offered and available to Patients who are at least 18 years of age and of legal age to form a binding contract. If you are under 18 and at least 13 years of age, you are only permitted to use the Platform and Services through an account owned by a parent or legal guardian with their appropriate permission. If you are under 13 you are not permitted to use the Platform or the Services. By accessing the Platform, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

USARAD Customer Support is available 24/7, 7 days a week and 365 days a year here. If you have any questions regarding Platform, Services or the agreement please contacting USARAD Customer Support team at:

support@secondopinions.com

2805 East Oakland Park Boulevard, Suite 250
Fort Lauderdale, FL, US, 33306

855-573-2663

Or use this form.

Amendments: USARAD reserves the right to amend these Terms from time to time, at our sole discretion. The most recent version will be available through the Platform reflected in the “Last Updated” header. If any material changes occur, which are not directly imposed by law or are not purely to your benefit, USARAD will provide you with prior notice directly to your Account (as defined below) or your email address. Your continued use of the Platform after USARAD posts any changes will constitute your acceptance of such changes. If you do not agree to the updated Terms, please do not access to the Platform.

CLASS ACTION WAIVER: THESE TERMS CONTAIN BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISION IN THE ARBITRATION PROVISION BELOW THAT AFFECTS YOUR RIGHTS UNDER THE AGREEMENT AND WITH RESPECT TO ANY DISPUTE BETWEEN YOU AND USARAD. THIS PROVISION PROVIDES THAT ALL DISPUTES BETWEEN YOU AND USARAD RELATING TO THE AGREEMENT OR YOUR USE OF THE PLATFORM AND SERVICES WILL BE RESOLVED BY BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) TO ASSERT OR DEFEND YOUR RIGHTS UNDER THE AGREEMENT OF USE (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.

ACCOUNT REGISTRATION
1. You must create an account to access the Platform and use the Services (“Account“). The information you provide us through the registration process will be handled in accordance with our Privacy Policy. Please note, to the extent you create an Account on behalf of a Patient you hereby acknowledge that you are providing USARAD and HCPs with the patient’s Personal Data and/or Sensitive Data (as such term is defined under applicable data protection laws and USARAD Privacy Policy) and hereby have all the required authorizations and consents to share and transfer such information to USARAD and/or the HCPs.
2. You hereby acknowledge and agree that any information provided through the Account registration is accurate, current and complete. You are fully responsible for maintaining the confidentiality of your credentials and for restricting the access to your Account, and you alone are responsible for any and all activities which occur in connection with your Account. You agree to immediately notify USARAD of any actual or suspected disclosure or unauthorized use or breach of security regarding your Account through USARAD contact us details available herein below. USARAD will not be liable for any losses by any party caused by an unauthorized use of your Account.
3. You agree to keep your contact and billing information updated, and to comply with all billing procedures, including providing and maintaining accurate and lawful billing information to your Account.

THE PLATFORM AND SERVICES
1. The Platform is an online venue allowing Patients to interact with multiple HCPs, which are appropriately licensed and qualified to provide you with a second opinion report on diagnosis and treatment options. USARAD does not guarantee the personal identity of any HCP with whom you interact. The second opinion Services are provided solely by the HCPs, and USARAD does not act as your agent when consuming the Services. The HCPs have sole discretion and control on the scope and provision of the Services.
2. Subject to your compliance with the terms of the Agreement, USARAD hereby grants you a limited, non-transferable, non-sub-licensable (except as otherwise permitted herein) license to access and use the Platform and Services.
3. USARAD, at its sole discretion, is entitled to: (i) determine the features, settings, or other tools which are available as a part of the Platform and Services; (ii) modify, correct, amend, update, upgrade, enhance, improve, remove, replace or make any other changes to, or discontinue, or cease, temporarily or permanently, any features or functionalities of the Platform and Services; and (iii) modify and renew the license under any of the circumstances listed in (ii) above, without incurring any liability to you.
4. The Services are dependent upon access to the Internet, telecommunication systems, third-party service providers, platforms and software that may not be provided by USARAD (“Third-Party Services“). In your use of the Services, and in addition to the terms of this Agreement, you acknowledge and agree to comply with such Third-Party Services’ additional terms of use, if and to the extent presented. You further acknowledge that providers of such Third-Party Services may have access to your Medical Records in connection with the interoperation and support of such Third-Party Services with the Services. To the extent applicable, USARAD will enter into a binding agreement with the provider of such Third-Party Services which will set such provider’s responsibilities and liabilities with handling the Medical Records. USARAD is not responsible or liable for any third party’s performance, delayed performance, non-performance, errors, damage or loss of data.

CONTENT
1. In order to receive the Services you are required to upload the Platform certain information about you, including but not limited to, your contact information or contact information belonging to a third party facility or a professional health care provider, information regarding an applicable study conducted such as an MRI, CT (including actual images resulting from such studies), information concerning the medical condition such as medical history, gender and age, as well as any other information which may be required by the HCPs through the provision of the Services including but not limited to, questions, answers, requests for additional information, comments, etc. and the second opinion provided by the HCPs (collectively “Medical Records“).
2. Medical Records provided through the Platform are the sole responsibility of the Patient, and to the extent permitted by law, USARAD is not liable for any errors or omissions in such data or for any damages or losses you might suffer in connection with it. USARAD reserves the right (but does not assume the obligation) in its sole discretion to reject or remove any Medical Records that violates these Terms. You shall not, directly or indirectly: (i) submit content containing any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (ii) submit content or otherwise engage in conduct that is fraudulent, inaccurate, infringing, libelous, defamatory, abusive, offensive, obscene, pornographic or otherwise violates any law or right of USARAD, HCPs, other users or any other third party, including privacy rights, copyrights, or other intellectual property right.
3. As between you and USARAD, you retain all ownership rights and interest in and to the Medical Records. You grant USARAD a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable right to use, reproduce, display, copy, transmit, or create derivative works thereof, with respect to the Medical Records for the purpose of providing the Services. You hereby acknowledge and understand that USARAD reserves the right to de-identify the Medical Records for USARAD’s internal use, including research, services’ improvement, commercial use or otherwise.
4. Medical Records are completely confidential and are protected by doctor-patient privilege between you and the applicable HCPs providing with the Services.

RESTRICTIONS
1. You agree to use the Platform and Services in compliance with the provision of this Agreement, any other terms which might be published and applied through the Platform, and in compliance with applicable laws and regulations. You hereby acknowledge that you are solely responsible for any of your actions which could reasonably be construed as a breach or which may result in the breach of the Agreement or applicable laws. You may not use the Platform and Services in a way that would disrupt the use of the Platform for other users. In the event USARAD reasonably suspects you may be in a breach of the Agreement, USARAD reserves the right to limit your use of the Services, at USARAD’s sole discretion, including restricting your access to your Account. You hereby further agree that you will not, directly or indirectly: (i) make any copies of, modify, adapt, disassemble, translate, decompile, reverse engineer, create derivative works, circumvent, hack or gain unauthorized access to the Platform or any content resides therein; (ii) create multiple Accounts; (iii) engage in any behavior that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) sublicense, resell, rent, lease, assign, transfer any right, share, broadcast or otherwise commercially exploit or make the Platform and Services available to any third party (except where you are a parent or a legal guardian of Child); (v) use the Platform and Services in any fraudulent or unlawful manner; (vi) assert any proprietary rights in or to the Platform and Services and the content resides therein which is not a Medical Records; (vii) remove, obscure or alter any notices of proprietary rights, disclaimers or warnings that appear in the Platform; (viii) use, access or attempt to access the Platform via automated means; (ix) use USARAD’s name, logo or trademarks without USARAD’s prior written consent; or (x) access the Platform or Services in order to build a similar or competitive product, content or service. ANY USE OF THE PLATFORM AND SERVICES IN A MANNER WHICH IS NOT SPECIFICALLY PERMITTED UNDER THESE TERMS IS STRICTLY PROHIBITED. USARAD reserves the right to immediately terminate or Suspend your Services or Account, without notice or liability to you, if it suspects that your access to the Platform or use of the Services poses a security risk to the Service, the Platform, to USARAD, to the HCP or any third party.

WARRANTIES AND DISCLAIMER
1. USARAD hereby represents and warrants that: (i) it has full legal authority to enter into this Agreement; (ii) it has the professional skills and knowledge necessary in order to provide the Platform in compliance with industry standards and applicable laws; (iii) the HCPs are appropriately licensed and qualified to provide the Services; (iv) the Platform does not infringe on the proprietary rights of any third party; and (v) USARAD will use commercially reasonable efforts to secure the Platform from any bugs, viruses, Trojan horses or the like.
2. Communications on the Platform are limited and do not involve in-person evaluations, visits, nor it includes safeguards and procedures typical of in-person evaluations and visits. Therefore, the HCP may not be aware of facts or information that would affect his or her opinion of your diagnosis. To reduce the risk to you of this limitation, USARAD strongly encourages you to discuss the second opinion with your healthcare provider. By deciding to engage with the Services, you acknowledge and agree that you are aware of this limitation and agree to assume the risk of this limitation. Furthermore, you agree and accept that: (i) the diagnosis you will receive is limited and provisional; (ii) the second opinion is not intended to replace a full medical evaluation or an in-person visit with a physician; (iii) the HCP do not have important information that is usually obtained through a physical examination; and (iv) the absence of a physical examination may affect the HCP’s ability to diagnose your condition, disease or injury.
3. EMERGENCY QUESTIONS AND CRISIS SITUATIONS, PARTICULARLY REGARDING MEDICAL OR MENTAL HEALTH ISSUES, SHOULD NOT BE DIRECTED TO THE PLATFORM AND SHOULD, INSTEAD BE DIRECTED IMMEDIATELY BY TELEPHONE OR IN-PERSON TO QUALIFIED PROFESSIONALS (E.G., IN THE U.S., CALL 911). THE PLATFORM IS NOT THE APPROPRIATE VENUE TO DEAL WITH SUCH SITUATIONS.
4. EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLESTS EXTENT PERMITTED BY LAW, USARAD DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT, INFORMATION OR OTHERWISE, PROVIDED BY THE HEALTH CARE PROFESSIONALS THROUGH THE SERVICES. ANY RELIANCE YOU PLACE ON SUCH INFORMATION AND THE SERVICES IS STRICTLY AT YOUR OWN RISK. USARAD DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH INFORMATION AND SERVICES BY YOU. YOU ACKNOWLEDGE AND AGREE THAT USARAD DOES NOT EDIT, MODIFY, FILTER, SCREEN, MONITOR, ENDORSE OR GUARANTEE ANY CONTENT OR RESULTS PROVIDED TO YOU BY THE HCPS. USARAD IS NOT RESPONSIBLE FOR MEDIATING DISPUTES BETWEEN YOU AND THE HCPS.
5. IN ADDITION, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, USARAD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND REGRADING THE PLATFORM, THE SERVICES AND THE CONTENT THEREIN, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED OR EXPRESS WARRANTIES: (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT; AND (II) THAT THE SERVICES AND PLATFORM WILL BE PERFORMED ERROR-FREE, UNINTERRUPTED OR WILL BE FREE FROM VIRUSES OR OTHER HARMFUL CONENT; WHICH ARE PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, USARAD SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR CONSEQUENCES WHICH MAY OCCUR (TO YOU OR A THIRD PARTY) AS A RESULT OF YOUR USE OF THE PLATFORM, SERVICES AND THE CONTENT.

PAYMENTS
1. The price due and payable by you for the Services shall be as stated through registration and Account creation (“Fees”). All featured Fees are subject to change at any time, subject to USARAD’s sole discretion, without notice; provided however, Fee changes will not affect any then-effective Service. Except as expressly set forth in these Terms, all payment obligations are non-cancelable and Fees are non-refundable.
2. If you choose to utilize your insurance plan to purchase the Services, USARAD does not guarantee that your insurance coverage will be honored by your insurance plan for these Services. Any questions related to your insurance should be directed to the company offering your insurance plan.
3. In addition, and except as explicitly prohibited by law, all prices presented do not include any applicable taxes and levies and you are responsible for any taxes that may apply. USARAD does not assume any responsibility for legal charges as a result of changing local/state laws.
4. During the checkout process, you will be asked to provide your payment details. By completing your payment details you confirm that the payment method being used is yours, or that you have the authority to use it. All fields indicated as compulsory must be completed.
5. The images and description on the Platform may contain certain typographical inaccuracies or incomplete information. USARAD may, at any time, correct any such inaccuracies without prior notice. If you are not sure about any of the Service descriptions, you may contact USARAD Customer Support, as detailed above, with any questions you may have and USARAD will be happy to assist you.

TERM, TERMINATION AND REFUNDS
1. Without derogating from any provision herein, this Agreement shall commence on the date you accepted its terms by accessing the Platform, and shall continue thereafter for the duration of your use of the Platform or until the Services have been fully obtained, as applicable.
2. Notwithstanding anything to the contrary, USARAD is entitled, at its sole discretion, to terminate the Services, suspend a Service or an Account, cancel a booked consultation, and unless otherwise provided herein or in writing by USARAD, by doing so, USARAD will not incur any liability to you.
3. You may receive refund for Services not obtained to the extent you contact USARAD directly through: support@secondopinions.com prior to your consultation and request to cancel your consultation, or if USARAD cancelled your consultation if it could not find applicable HCP for you. Notwithstanding the above, to the extent the HCP received and accepted your request for consultation, you will not be able to cancel your consultation, and you will not receive a refund.
4. Upon termination of this Agreement: (i) rights granted to you under this Agreement shall immediately terminate; and (ii) any Sections herein that by their nature should continue to apply following termination shall continue to remain in effect, including binding arbitration and class action waiver, payment obligations, if applicable, disclaimer of warranties, limitation of liability, privacy, confidentiality, IP rights and assignment of the Feedback.

INTELLECTUAL PROPERTY
1. The Platform provides you with comprehensive information regarding the Platform and the Services, and may include additional related content, including, but not limited to, images, texts, logos, button icons, links, other specialized content, documentation, data, and related graphics and other features (collectively, the “Content”). To the maximum extent permitted by applicable laws, USARAD disclaims any responsibility for any decision or action taken based on the Content provided in the Platform, all of which are provided “as-is”. Except as provided herein, no right, title or interest shall be granted to you, and USARAD or its licensors reserves any and all rights, title and ownership, of the Platform, Services and Content including any Intellectual Property Right thereto. For the purpose of this Agreement, “Intellectual Property Rights” shall mean all intellectual property rights of every kind and description, including without limitation: (i) rights in or to trademarks and service marks (whether or not registered), trade names and other designations of source of origin, together with all goodwill related to the foregoing; (ii) patents and patent applications; (iii) rights in or to copyrights, whether or not registered; (iv) rights in or to trade secrets and confidential information, including without limitation know-how, technology methods, ideas and inventions; (v) rights in software and computer code (whether in source code, object code or any other form); and (vi) all applications and registrations of any of the foregoing
2. You may provide USARAD feedbacks, suggestions or any ideas you have regarding the Content, Platform and the Services (collectively “Feedback”). USARAD is, and shall be, the sole and exclusive owner of all right, title and interest in and to any Feedback.

PROMOTIONS
1. USARAD may offer from time to time, to Patients or other individuals, promotional offers to the Platform and Services, including discounts and promotional codes, coupons, etc. (“Promotional Offers”). Note it is your sole responsibility to enter a promo code, where applicable, at checkout. In addition to these Terms, all Promotional Offers are further subject to the terms as describe under the applicable Promotional Offer as well as, where applicable, to the third-party issuer, policies and terms, including with regards to redemption, expiration, etc. If USARAD provides you with a unique Promotional Offer that is meant just for you, please keep it in secret and do not allow for anyone else to use it or abuse it. If USARAD believes there is or has been misuse of a Promotional Offer in any way, it may cancel such Promotional Offer and immediately suspend or close your Account, without providing notice. To the fullest extent permitted by law, and without derogating form any of USARAD’s disclaimers herein, USARAD reserves the right to modify, suspend or terminate any Promotional Offer or any of its terms, at any time and for any or no reason. It is hereby clarified that USARAD provides no representations with respect to any benefit or value the Promotional Offer may or may not provide. Unless otherwise explicitly stated, only one Promotional Offer can be applied per order. Promotional Offers are non-refundable, cannot be replaced or returned for a cash refund.

PRIVACY AND DATA PROTECTION
1. USARAD will store, process and use the information you provide or which are automatically collected during your interaction with the Platform and Services, in accordance with its Privacy Policy.

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

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

DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER
1. Please read this section carefully as it affects your rights. It requires you to arbitrate disputes with USARAD and limits the manner in which you can seek relief. It further provides that you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action.
2. You hereby acknowledge and agree that any claim, controversy, or dispute arising under, related to, or otherwise in connection with this Agreement, including the nature of the relationship of the parties or the interpretation and enforcement of their respective rights and obligations under this Agreement, shall be first mediated by the parties in good faith. To the extent the parties fail to resolve the claim amicably, during a thirty (30) day period following the delivery of a notice of dispute, the parties will meet and seek to resolve the dispute through mediation, to be conducted by a neutral independent mediator, and the costs of such mediation shall be borne equally by the parties.
3. If the dispute between the parties is not resolved within the thirty (30) days as of the commencement of the mediation, then the dispute shall be brought and tried exclusively by arbitration. Any arbitration between you and USARAD will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The arbitration shall take place in the State of New-York, in the specific location as shall be determined by the arbitrator.
4. By entering onto these Terms, you acknowledge that each party to this Agreement waives the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of the Agreement and any other contractual relationship between you and USARAD.
5. BY AGREEING TO ARBITRATION WITH USARAD, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING CLAIMS AGAINST USARAD ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING.

MISCELLANEOUS
1. Except as otherwise set forth in the arbitration section above, any claim relating to the Agreement shall be exclusively governed by the laws of the State of New-York and the laws the United States of America applicable therein, without reference to any choice of law provisions. Except as otherwise set forth in the arbitration section above, any dispute arising from the Agreement, shall be brought before the competent courts of the State of New-York.
2. The Agreement constitute the entire understanding and agreement between the parties with respect to the use of the Platform and Services. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under any circumstances. Failure by USARAD to enforce any rights or to take any action against you in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches.
3. These Terms and any right granted herein may not be assigned by you without the prior written consent of USARAD. USARAD may assign its rights and obligations set forth herein at any time, at its sole discretion.
4. USARAD shall not be liable to Patients for any failure, delay or interruption in the performance of any of the terms or conditions contained in the Agreement due to causes entirely beyond its reasonable control, including, without limiting the generality of the foregoing, strikes, boycotts, labor disputes, embargoes, acts of God, acts of public enemy, acts of governmental authority, floods and riots or rebellion.