Terms of Service

Last Updated.

August 30, 2022

Acceptance.

Everest Technology Holdings, Inc. (Everest Technology Holdings) owns and operates the website www.definitivecaresolutions.com (the Site). The Site, together with all content, forums, information sharing functions and collaborative services (including information and services related to identifying, locating, evaluating, selecting and contacting healthcare Providers) that are provided at the Site, are collectively referred to as the Service.

The Service is offered and provided subject to acceptance without modification of all of the terms and conditions contained herein (Terms of Service). The Terms of Service shall be deemed to include all other operating rules, conditions, policies and procedures that are referred to below or that may otherwise be published by Everest Technology Holdings, from time to time, at the Site (collectively, Policies), including without limitation, the Privacy Policy and the Copyright Policy.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT ACCESS OR USE THE SERVICE. ACCESSING OR USING THE SITE OR ANY OTHER PART OF THE SERVICE WILL CONSTITUTE ACCEPTANCE OF, AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY, ALL OF THESE TERMS OF SERVICE, WITHOUT MODIFICATION.

Updates.

Everest Technology Holdings reserves the right, at its sole discretion, to update, modify or replace the Terms of Service (including any Policy), in whole or in part, at any time. Everest Technology Holdings will use reasonable efforts to notify you of any material change in advance of the effective date of any change. Change notices may be communicated by postings at the Site, email or otherwise. In any case, you should periodically check the Policies and other Terms of Service for changes. Continued access or use of the Service following any change to the Terms of Service constitutes your acceptance of those changes. The Terms of Service may not otherwise be amended, as they apply to you, except by a written agreement executed by you and Everest Technology Holdings.

Everest Technology Holdings may modify, suspend or terminate the Service (including without limitation, the Site or any Content or other aspect of the Service), in whole or in part, at any time.

Eligibility.

The Service is intended by Everest Technology Holdings to be made available only to Providers, and to Individuals who are at least 18 years old, or who are at least 13 years old and who have the express permission of their parent or guardian.

As used in these Terms of Service: Individuals are individual consumers of Healthcare Services (as defined below); Providers are physicians, nurse practitioners, therapists and other professionals who provide Healthcare Services, who may be engaged as individuals or through group practices, treatment centers or other entities; and Users are Individuals and Providers who use the Service.

If you do not qualify, then you are prohibited from accessing or using the Service. Everest Technology Holdings will not collect personally identifiable information from any person who is actually known to us to be under the age of 13. If we become aware that a person under 13 has provided personally identifiable information, Everest Technology Holdings will take steps to remove such information and terminate that individual’s account, access and use of the Service.

Everest Technology Holdings may refuse to offer or continue offering the Service at any time, or to any person or entity, and may change its eligibility criteria from time to time.

Registration.

Providers may visit the Site, but are obligated to enter into separate written agreements with Everest Technology Holdings to receive the full benefit of the Service (Provider Contracts). For clarity, Providers pay to participate in the Service.

Individuals may visit the site, but need to provide certain information about themselves to receive the full benefit of the Service: city or zip code; gender; age group; substance of choice; and type of insurance.

By using the Service, you are subscribing to Service-related and marketing notifications from Everest Technology Holdings that will be sent by email.

No Confidential Doctor/Patient Relationship.

All Users understand and agree that use of the Service does not establish any kind of confidential or doctor/patient relationship between any Individual and any Provider.

Not Healthcare Services.

Everest Technology Holdings does not offer or provide any kind of medical advice, health insurance or other healthcare service, including without limitation, dental treatment or rehabilitation services or any other medical counseling, testing, prescription, procedure or therapy related to the avoidance, prevention, diagnosis or treatment of any acute or chronic illness, disease or condition (collectively, Healthcare Services). The Service is not a substitute for professional Healthcare Services. Always seek the advice of your physician or other qualified healthcare provider with questions regarding any medical condition, or call 911 in an emergency.

The Service is intended only as a tool, which can be used to assist Individuals in identifying, locating, evaluating, selecting and contacting healthcare Providers. The Service is not intended for use in any emergency or urgent matter. As a result of its limited role as an intermediary between Individuals and Providers, Everest Technology Holdings has no control over the appropriateness, accuracy, quality, timeliness, scope, price or risks of or associated with any Healthcare Service. Therefore, you agree to release Everest Technology Holdings from any and all claims, demands, damages and liabilities, of any type and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Healthcare Services (including any injuries or disability arising therefrom).

The Service and all Content (including without limitation, Provider profiles and question and answer forums) are for general informational purposes only.

To the extent that any Healthcare Services are offered or provided to any Individual, they are made available exclusively by and solely the responsibility of the applicable Provider, not Everest Technology Holdings. Accordingly, Healthcare Services are not deemed to be within the scope of the Service provided by Everest Technology Holdings, and Everest Technology Holdings shall have no obligation or liability regarding Healthcare Services. p Everest Technology Holdings does not recommend or endorse any specific Provider or Healthcare Service.

Privacy Policy.

Everest Technology Holdings's current Privacy Policy is available here. It is important that you read and understand the Privacy Policy, especially because the nature of the Service involves the collection, use and disclosure of personally identifiable information and personal health information (collectively, Personal Data).

The most current Privacy Policy will apply to any and all use of the Site and other aspects of the Service. Everest Technology Holdings will not intentionally edit, modify, delete or disclose the contents of your Personal Data or other Service Data (as defined below) except to communicate with you or as (a) reasonably necessary for Everest Technology Holdings (or its service providers) to operate and provide the Service, including processing your queries, responses and other messages and making disclosures to other Users in accordance with your preferences, (b) otherwise permitted under the Privacy Policy or elsewhere in the Terms of Service, (c) Everest Technology Holdings reasonably believes that such action is necessary to conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, to protect or defend the rights or property of Everest Technology Holdings or any third party or to enforce the Terms of Service or (d) otherwise authorized by you.

Call Logging

Some treatment providers have call logging setup for their profile. This means they have a unique number on their profile that, when called, forwards to their regular phone number. Everest Technology Holdings logs metadata about these forwarded calls that includes the following anonymous information: Call duration, time and date of call, call status (answered, no-answer), city of caller, and state of caller. This information helps Everest Technology Holdings and treatment providers improve their services, and it helps communities understand where help is needed most. Call contents are NEVER recorded, and Everest Technology Holdings does not store the phone number of the caller. All calls are anonymous.

Service Data and Analytics.

The Service collects, stores, processes and analyzes Service Data and produces Analytics. Accordingly, whenever you interact with the Service, a variety of technologies are employed to automatically or passively collect Service Data.

The term Service Data means all data and information that you provide during use of the Service (including messaging related to Providers, Healthcare Services and appointments), and all other data and information about you that are otherwise discerned or collected by Everest Technology Holdings based on your access and use of the Service. Service Data includes, but is not limited to: Personal Data; browser or device type; operating system; time of day; identification of Site page views; use of particular Service features (such as, for example, searching for or contacting Providers); and geographic location. For clarity, Service Data includes data that Everest Technology Holdings records regarding each visit to the Site, which permits it to replay, search and analyze each User's actual and complete experience using the Site.

Everest Technology Holdings may also log when a phone number from the site is called. The contents of calls are NEVER recorded. But certain anonymous metadata is collected, including but not limited to: Time of call, duration of call, call status (answered, no answer), city from which the call originates. Everest Technology Holdings does not store the phone number of the caller.

The term Analytics means user profiles and statistics, metrics, abstractions, rules, models and other analyses that are based on or derived from the Service, Service Data and/or your use of the Service (including without limitation, measurements of Service usage and performance). We may use third party tools (e.g., Google Analytics) to derive Analytics.

You hereby authorize Everest Technology Holdings to use your Service Data and to exploit Analytics in the manner and for the purposes described in these Terms of Service, including without limitation: to use Service Data to communicate with you (including by email); to include, copy, disclose, distribute, transmit and display Service Data in communications that have been properly initiated via the Service, but only to the extent and in the manner that comply with your then current preferences; to access, record, collect, copy, store, process, analyze and use Service Data to provide the Service in accordance with your preferences (which could include using Personal Data in messaging with other Users); to develop, improve, extend and test the Service (and underlying technology platforms); to use Analytics to customize Content for you; and to design, develop, distribute and use Analytics (including in connection with marketing and promoting Everest Technology Holdings and the Service). Except in connection with providing the Service, Everest Technology Holdings will not use Service Data in a manner that discloses the identity of any Individual. Everest Technology Holdings reserves the right to retain and use Service Data (in accordance with the Terms of Service and Privacy Policy) after you cease using the Service.

As an example, if you are an Individual and use the Service to contact a Provider, then Everest Technology Holdings will share relevant Personal Data with that Provider, which may include your name, address, contact information, date of birth, health insurance information and (if provided by you) personal health information.

Fees and Payments.

At this time, Individuals may access and use the Service without charge. Providers agree to pay the applicable subscription fee, in the amounts and at the times specified in the applicable Provider Contract. All Users are responsible for procuring all equipment and services needed to connect to the Service (such as, for example, mobile devices, computers, Internet services and cellular data and messaging services).

Transactions.

The Service provides a mechanism that assists Individuals to identify, locate, evaluate, select and contract Providers of Healthcare Services.

Otherwise, the Service does not currently provide any capability that intentionally permits Users to arrange for or engage in any sort of transaction with any other Individual or Provider (including without limitation, any transaction related to Healthcare Services or other products or services).

Forums and User Content

The Site may include generally available areas, such as discussion and question and answer forums, where Individuals may post questions, discussion topics or other user-generated content (including without limitation, information related to Healthcare Services and Providers). In addition, Everest Technology Holdings may engage Providers to develop content for specific topics and/or to respond to questions posed in question and answer forums. All information, opinions, suggestions and other content that originates with any Individual or Provider is referred to herein as User Content.

All forums and other User Content are for general informational purposes only, and are not a substitute for professional Healthcare Services. Always seek the advice of your physician or other qualified healthcare provider with questions regarding any medical condition, or call 911 in an emergency.

Without limiting the foregoing, Providers shall have no liability under the Terms of Service to any Individual for answers, suggestions, explanations, descriptions or other information provided through the Service, and such Providers shall be intended third party beneficiaries of this provision with regard to their User Content.

User Rules and Conduct.

The Site and all other aspects of the Service are provided only (a) in the case of Individuals, for your personal, noncommercial use or (b) in the case of Providers, for your use related to describing the Healthcare Services that you are qualified and licensed to provide (whichever applies, the Authorized Use). Any use of the Service other than an Authorized Use (including without limitation, accessing any aspect of the Service for which you are not authorized) is expressly prohibited. You are solely responsible for all User Content developed by you and which is posted to or transmitted via the Service.

As a condition of use, Users hereby promise not to use the Service for any purpose (including without limitation, raising money or advertising or promoting any product, service or venture) that is unlawful or prohibited by the Terms of Service, or any other purpose not reasonably intended by Everest Technology Holdings. In connection with using the Service, User agrees to abide by all applicable local, state, national and international laws, regulations and rules. Without limiting the foregoing, Users shall not use the Service for the purpose of money laundering, bid rigging, price fixing or other unlawful collusion, price signaling or exchange of competitively sensitive data or information.

By way of example, and not limitation, Users agree not to upload, post, submit or otherwise distribute or facilitate distribution of any User Content (including text, software, photographs, videos, sound recordings, data or other information), provide any Service Data or take any other action, using any matching process, communications service, discussion forum, directory, survey, feedback or other service available on or through the Service that, in any manner:

is unlawful, deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, invasive of another's privacy, tortious, obscene, pornographic, profane or which otherwise violates the Terms of Service;
infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any person or entity;
reveals any confidential, proprietary or other information that you are required to keep secret, including without limitation, non-public Personal Data about another individual;
discovers or reveals any personal information about another individual, including another person's Personal Data or any other information that could be used to track, contact or impersonate that person, unless such information has been provided by that person in any public communication or forum;
constitutes unauthorized or unsolicited advertising, junk or bulk email ("spamming"), chain letters or any form of lottery or gambling;
imposes an unreasonable or disproportionately large load on Everest Technology Holdings's computing, storage or communications systems and networks, or attempts to gain unauthorized access to the Site or other aspect of the Service (including the underlying technology platform), someone else’s Service Data, accounts, computer systems or networks connected to the Service, through password mining or otherwise;
contains software viruses or any other codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Everest Technology Holdings or any User or other third party;
registers for or creates user accounts by any automated means or under false or misleading pretenses, including by the use of a false, misleading or disguised email address;
harvests, scrapes or collects any information from the Service;
uses any script, bot or other automated means that only simulates compliance with the Terms of Service or other requirement applicable to the Service;
disguises the source of User Content or Service Data; or
impersonates any person or entity, including any Individual or any employee or representative of Everest Technology Holdings or any of its business partners.

Everest Technology Holdings may, at its sole discretion, immediately suspend or terminate any User's access to the Service should their conduct fail (or appear to fail) to strictly conform to any provision of this section.

Content.

Everest Technology Holdings has no obligation to monitor the Service or any User's use thereof. However, Everest Technology Holdings reserves the right at any time and without notice to monitor, review, copy, retain or disclose any information as may be reasonably necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including without limitation, any inquiry from law enforcement).

Everest Technology Holdings does not undertake to pre-screen, authenticate, validate, monitor, moderate or edit any User Content or any Service Data that is supplied by a User (including without limitation, any information that is supplied by an Individual or Provider during registration). However, Everest Technology Holdings and its agents have the right, at their sole discretion, to remove at any time any User Content or Service Data that, in Everest Technology Holdings's sole judgment, does not comply with the Terms of Service or otherwise appears illegal, harmful, objectionable or inaccurate. Everest Technology Holdings is not responsible for any failure or delay in removing any such content or data.

Users may not post any confidential content or other information that they desire or are obligated to keep secret.

Because Everest Technology Holdings does not review the substance of User Content or Service Data supplied by Users or other communications via the Service, every User must be careful in dealing with or relying on other Users to avoid fraud. User acknowledges that information provided by other Users may, despite the prohibitions set forth in the Terms of Service, be illegal, harmful, inaccurate or deceptive. Authentication of the true identity of Internet users is difficult, and so Everest Technology Holdings cannot and does not confirm that any Provider or other User is the person who they claim to be.

Third Party Connections.

You may be able to access and/or communicate with the Service from, and you may be able to link or communicate from the Service to, applications, devices, distribution platforms and websites owned and operated by third parties. These other applications, devices, platforms and websites are not operated or controlled by Everest Technology Holdings, and you agree that Everest Technology Holdings is not responsible for the availability, accuracy, legality, appropriateness or any other aspect of the content or function of such applications, devices, platforms and websites. Any such connection to or from the Service does not constitute or imply any guarantee or endorsement by Everest Technology Holdings of that application, device, platform or website or any association with its operators. Additional or different terms and conditions (including without limitation, privacy and security practices) apply when you access and use such other applications, devices, platforms and websites.

Advertising and Promotions.

The Service includes informational profiles about Providers who practice in a variety of medical specialties. These profiles may include information provided by the applicable Provider and/or information that has been obtained from publicly available sources. All Providers are required to enter into a Provider Contract, and to pay Everest Technology Holdings, in order to be included in the Service.

At this time, the Service does not include advertisements or promotions for or offers from Everest Technology Holdings or third parties.

Proprietary Rights.

The Service (including the Site and underlying technology platforms), and all content, materials, data and other information (whether created by or for Everest Technology Holdings (or its affiliates or third party licensors) that is made available via the Service (collectively, Content), are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Everest Technology Holdings (and its applicable affiliates and licensors) own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. Unless and only to the extent expressly authorized by Everest Technology Holdings, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any part of the Service or Content. However, unless the Service states or implements a different restriction, you may download, reproduce or transmit a reasonable number of copies of Content for your Authorized Use; provided, that you retain all copyright and other proprietary notices contained therein. Your systematic retrieval of data or other Content from the Service to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without Everest Technology Holdings's express prior written permission.

IMPORTANT: If you desire to access or use the Service or Content for any purpose other than Authorized Use, then you must first secure permission from Everest Technology Holdings or other owner of that Content.

Reproducing, copying or distributing any Content, or any design elements from the Site, for any other purpose is strictly prohibited without Everest Technology Holdings's express prior written permission. Attempting to access or use the Service or Content for any purpose not expressly permitted in the Terms of Service is prohibited.

Confidential Information.

Except as otherwise required by law, and expressly provided herein, Everest Technology Holdings and all Users shall keep all Confidential Information of the other party in confidence and shall not without the other party’s prior written consent, disclose or otherwise make available, directly or indirectly, any Confidential Information to anyone other than that party’s employees and of their representatives or Providers who need to know the same in the performance of each respective obligation hereunder.

“Confidential Information” means all information concerning a disclosing party or its affiliates or any of its respective businesses, assets, products, services, employees, or customers, or of any third party, which is in the possession of the disclosing party or any of its affiliates, that is designated by the disclosing party or any of its affiliates as confidential or proprietary or that is customarily or legally required to be protected from public disclosure, regardless of whether such information is provided to the receiving party orally, in writing or other tangible form, via email or in electronic form, or is obtained through visual observation.

Confidential Information shall not include any information that: (a) was known to the other party prior to execution of this Agreement without an obligation to keep it confidential; (b) was lawfully obtained by the other party from a third party without any obligation of confidentiality; (c) is, at the time of disclosure, in the public knowledge; (d) becomes part of the public knowledge after disclosure by publication or otherwise, except by breach of this Agreement; (e) developed by or for the other party independently and apart from this Agreement and without use of the Confidential Information; or (f) is otherwise knowledge possessed by the other party or its employees as the result of their industry experience or education.

If a party is required to disclose or make available any Confidential Information of the other party pursuant to a valid court order or other legal requirement, the party shall promptly notify the other party of such requirement in writing as soon as commercially reasonable and cooperate and assist the other party in any efforts undertaken by the other party to limit the disclosure. Notwithstanding the foregoing, in all cases of a required disclosure, disclosing party shall limit the information disclosed or made available to the minimum required by law.

Each party acknowledges that improper disclosure of Confidential Information will cause irreparable injury to the aggrieved party, which is not adequately compensable in monetary damages. Therefore, if a receiving party threatens to breach or actually breaches this Agreement, the disclosing party shall be entitled, in addition to all other remedies available to it at law or equity, to the following: (a) equitable relief, including specific performance and injunctive relief to enforce any provision hereof and to restrain the receiving party from using or disclosing, in whole or in part, directly or indirectly, any Confidential Information, without the necessity of proof of actual injury, loss, or damage; and (b) the recovery for damages, losses, and expenses of any nature (including, but not limited to, attorneys’ fees) arising out of, resulting from, or otherwise relating to such breach or threatened breach, subject to the terms and conditions in this Agreement.

User Content License.

Subject to the license granted herein, as between the parties, Users own and retain all rights, title and interests (including all intellectual property and proprietary rights) in and to their User Content. By uploading, posting, submitting or otherwise distributing User Content of any kind to Everest Technology Holdings, the Site or any other aspect of the Service, the applicable User:

agrees to grant and does hereby grant to Everest Technology Holdings and its affiliates, assigns and licensees a non-exclusive, transferable, perpetual, irrevocable, royalty-free, worldwide right and license (with right to sublicense), in all media (now known or hereafter developed), to use, reproduce, publicly display, publicly perform, adapt, collect, modify, delete from, distribute, transmit, promote and make derivative works of the User Content, in any form, solely for the purposes of offering, providing, operating, marketing and promoting Everest Technology Holdings and the Site and other aspects of the Service (including without limitation, being exported under content sharing arrangements with business partners and other websites); and
represents and warrants that all User Content includes appropriate attribution to the copyright owner; and
represents and warrants that User owns or otherwise controls all rights to such User Content and that public disclosure and use of the User Content by Everest Technology Holdings (including without limitation, publishing content through the Service) will not infringe or violate the copyright or other rights of any third party; and
acknowledges and agrees that the User Content is intended to and will be made available to and used by Everest Technology Holdings and other Users, and possibly by other third parties).

User agrees not to contribute any User Content unless User has all of the rights (including rights from the copyright owner) necessary to grant Everest Technology Holdings the use license, and to satisfy all of the warranty requirements, described above.

Feedback License.

If you provide Everest Technology Holdings with any idea, recommendation or other suggestion regarding possible corrections, changes, improvements or extensions related to the Service or Content (collectively, Feedback), in any form or by any means (whether through the Service, or by email or other direct communication with Everest Technology Holdings or any of its officers, directors, employees, representatives, agents or business partners), then you:

represent and warrant that the Feedback does not include your own or any third party’s confidential or proprietary information; and
acknowledge and agree that Everest Technology Holdings is under no obligation of confidentiality, express or implied, with respect to the Feedback; and
agree to grant and do hereby grant to Everest Technology Holdings and its affiliates and licensees a non-exclusive, transferable, perpetual, irrevocable, royalty-free, worldwide right and license to use, modify, make derivative works of and exploit the Feedback, in any manner, in any media and for any purpose, and to permit third parties to do the same.

Termination.

Everest Technology Holdings may immediately terminate your access to all or any part of the Service at any time, with or without cause, with or without notice. Individuals may stop accessing and using the Service at any time. Providers may terminate the Service in accordance with and subject to the terms of the applicable Provider Contract.

Upon any termination, all rights and obligations of the parties under the Terms of Service shall cease, and you shall immediately stop accessing and using the Service and Content, except that (a) all obligations that accrued prior to the effective date of termination (including payment obligations, if any) and all remedies for breach of the Terms of Service shall survive, (b) Everest Technology Holdings may retain and use Service Data in the manner described herein and (c) the provisions of those sections of the Terms of Service that should reasonably be understood to continue in effect shall survive (including without limitations, the sections entitled Not Healthcare Services, Service Data and Analytics, Proprietary Rights, User Content License, Feedback License, No Warranties, Limitation of Liability, Release and Waiver, and Indemnification). After termination, Everest Technology Holdings has no obligation to delete or retain any Service Data (either of which it may do at its sole discretion) or to forward or preserve any unread or unsent messages to you or to any other user or third party.

No Warranties; Disclaimers.

THE SITE, CONTENT AND ALL OTHER ASPECTS OF THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. FOR CLARITY, Everest Technology Holdings AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Everest Technology Holdings HEREBY DISCLAIMS (FOR ITSELF AND ITS LICENSORS) ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SITE, CONTENT AND ALL OTHER ASPECTS OF THE SERVICE, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

LL REPRESENTATIONS AND WARRANTIES REGARDING ANY HEALTHCARE SERVICES SHALL BE, IF AT ALL, ONLY AS EXPRESSLY AGREED BETWEEN INDIVIDUALS AND THE APPLICABLE PROVIDERS.

Limitation of Liability.

You agree that Everest Technology Holdings (and its affiliates, licensors and business partners) shall not be responsible or liable for any unauthorized access to, alteration or use of your account, transmissions or data, or for any material or data sent or received or not sent or received through the Service. You agree that Everest Technology Holdings (and its affiliates, licensors and business partners) shall not be responsible or liable for any User's threatening, defamatory, obscene, offensive, illegal or other content or conduct or for any User's violation of another person’s rights, including rights of publicity or privacy rights.

IN NO EVENT SHALL Everest Technology Holdings (OR ITS AFFILIATES, LICENSORS AND business partners) BE LIABLE CONCERNING ANY SUBJECT MATTER related to the SITE, content OR OTHER ASPECTS OF THE service, regardless of the form of any claim or action (whether in CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERwise), for any (A) USER CONTENT OR MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY of data, loss or interruption OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS or SERVICEs, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) damages, IN THE AGGREGATE, in excess of Amounts YOU PAID TO Everest Technology Holdings FOR THE SERVICE OR US$100.00, WHICHEVER IS GREATER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, NOTHING IN THE TERMS OF SERVICES IS INTENDED TO LIMIT OR EXCLUDE LIABILITY OF ANY PROVIDER AS REGARDING ITS PERFORMANCE OF HEALTHCARE SERVICES.

SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Release and Waiver

You release, waive, and promise to never assert against Everest Technology Holdings, its affiliates, licensors, and business partners, or any User who is a Provider, any claim related to or resulting from User Content (including any information about you) posted by any Individual.

Indemnification.

You agree to (a) defend Everest Technology Holdings, its affiliates, licensors and business partners, and their officers, directors, employees, contractors and representatives (Indemnitees) against any action or suit by a third party that arises out of any transaction or other dealings between you and any other User or other third party, your use or misuse of the Service, or your breach of any of your representations, warranties or covenants under the Terms of Service and (b) indemnify the Indemnitees for liabilities (resulting from settlements or judgment awards), costs and expenses (including without limitation, reasonable attorneys’ fees) related to such claims. In addition, Everest Technology Holdings reserves the right to assume the exclusive defense and control of any matter subject to the foregoing indemnity, in which event you will assist and cooperate with Everest Technology Holdings in asserting any available defenses.

International Use.

You hereby expressly consent to the transmission, collection, storage, processing and use of the Analytics and your Service Data within, from and to the United States, in addition to the country where you are located (if not the United States). Everest Technology Holdings makes no representation that the Service is accessible, appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal. If you access or use the Service from other locations, then you do so at your own initiative and risk and are solely responsible for compliance with local laws.

Governing Law; Arbitration.

A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service (including any Policy) to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Everest Technology Holdings agree that any claim or cause of action arising out of or related to the Service must be commenced within 1 year after the claim or cause of action arose. Otherwise, such claim or cause of action is permanently barred.

The Terms of Service shall be governed by and construed in accordance with the laws of the State of Ohio, USA, excluding its conflicts of law rules. In the event of any conflict between US and foreign laws, regulations and rules, US laws, regulations and rules shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms of Service.

Except that either party may seek an injunction or other equitable relief from any court of competent jurisdiction, all disputes between the parties arising out of or in relation to or in connection with the Terms of Service shall be settled by binding arbitration in accordance with the JAMS streamlined arbitration rules and procedures then in force, by one neutral arbitrator appointed in accordance with the rules. The arbitration shall take place in Cincinnati, Ohio, USA. The proceedings shall be in English, all evidence shall be in English (or translated into English) and the governing law shall be as set forth herein. The arbitrator’s decision shall be in writing and shall comply with all terms and conditions in the applicable version of the Terms of Service. The decision and award rendered shall be final and binding on both parties. The parties acknowledge and agree that the Terms of Service and any award rendered pursuant hereto shall be governed by the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Judgment on the award may be entered in any court of competent jurisdiction.

ANY ARBITRATION UNDER THESE TERMS OF SERVICE WILL TAKE PLACE ONLY ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND Everest Technology Holdings ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.

Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.

Integration.

The Terms of Service (including all then current Policies) are the entire agreement between each User and Everest Technology Holdings with respect to access, use and operation of the Service, and supersede all prior or contemporaneous communications, proposals and agreements (whether oral, written or electronic) between User and Everest Technology Holdings with respect to the Service (except and only to the extent expressly set forth in the applicable Provider Contract). If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.

Survival.

Your indemnification obligations, the parties’ confidentiality obligations, and Everest Technology Holdings’s disclaimers and limitation of liability shall survive any termination of this Agreement.

Severability; Waiver.

If, for whatever reason, a court of competent jurisdiction finds any term or condition in this Agreement to be unenforceable, all other Terms of Service will remain unaffected and in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party

General Provisions.

Your rights and obligations under the Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with Everest Technology Holdings's prior written consent. Everest Technology Holdings may subcontract, delegate, assign or otherwise transfer any or all of its rights, licenses and obligations hereunder without your consent. Without limiting the generality of the foregoing, Everest Technology Holdings may subcontract with one or more third party service providers to provide the Service, in whole or in part, without your consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under these Terms of Service will be in writing, in English and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail or express courier, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email.

Copyright and Trademark Notices.

Everest Technology Holdings is the trademark of Everest Technology Holdings. The names and logos of companies, products or services mentioned at the Site or in any Content may be the trademarks or service marks of their respective owners, and shall not be deemed to create any endorsement or association between Everest Technology Holdings and such owners.

All rights not expressly granted herein are reserved.

Copyright Infringement Claims.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be made according to the instructions provided in the Copyright Policy.

Contact.

If you have any questions regarding the Terms of Service or your dealings with the Service, please contact us at: | E-mail: hello@everesthealth.com

Copyright Infringement Policy

Last Updated.

April 15th, 2021

Service.

General Information.

Everest Technology Holdings has adopted the following policy toward copyright infringement with respect to the Service, in accordance with the Digital Millennium Copyright Act (Pub. L. No. 105-304, 112 Stat. 2860 (Oct. 28, 1998)). The U.S. Copyright Office has published a summary of the DMCA, located at http://lcweb.loc.gov/copyright/legislation/dmca.pdf.

The address of Everest Technology Holdings's Designated Agent to Receive Notification of Claimed Infringement (the Designated Agent) is listed at the end of this Copyright Policy.

Everest Technology Holdings will (1) disable access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any User, and (2) terminate the account and access to the Service of any repeat offender. This policy applies to all aspects of the Service provided by Everest Technology Holdings via the Site.

Reporting Copyright Infringement.

If you believe that material or content residing or accessible on the Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent:

Identification of the work or material being infringed.
Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Everest Technology Holdings is capable of finding and verifying its existence.
Contact information about the notifying party (the Notifying Party), including name, address, telephone number and e-mail address.
A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.
The Notifying Party's physical or electronic signature.

Responding to Complaints.

After notification of an alleged infringement is received by the Designated Agent:

Everest Technology Holdings will remove or disable access to the allegedly infringing material.
Everest Technology Holdings will then immediately notify the User responsible for the allegedly infringing material (the Offending User) that it has removed or disabled access to the material.
If the Offending User is a repeat offender, Everest Technology Holdings will immediately terminate such User's account and access to the Service in addition to removing the infringing material.

Right to Dispute.

If the Offending User disputes the claim of infringement, the Offending User may send a counter-notice containing the following information to the Designated Agent:

Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled.
A statement that the Offending User has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material.
The Offending User's contact information, including name, address, telephone number and e-mail address.
A statement that the Offending User consents to the jurisdiction of the Federal Court for the judicial district in which the Offending User's address is located, or if the Offending User's address is located outside the United States, for any judicial district in which Everest Technology Holdings is located, and that the Offending User will accept service of process from the Notifying Party.
The Offending User's physical or electronic signature.

If such counter-notice is received by the Designated Agent, Everest Technology Holdings will send a copy of the counter-notice to the Notifying Party informing them that Everest Technology Holdings may replace or restore access to the material in question. Unless the copyright owner thereafter files an action seeking a court order against the Offending User, and Everest Technology Holdings has actual knowledge of such filing, then the material will be replaced or access to it restored in 10 to 14 business days after receipt of the Offending User's counter-notice.

Designated Agent to Receive Notification of Claimed Infringement.

E-mail: hello@everesthealth.com