VIOS PROVIDER AGREEMENT
This Provider Agreement (this “Agreement”) governs your use of all digital products and services (each “Service”, collectively “Services”) from VIOS, Inc. (A Delaware incorporated entity) (“VIOS” “VIOS+”, “viosapp”, “ViOS” “we”, “us”, or “our”), unless other terms and conditions expressly govern, provided through our software programs available on mobile devices and various third-party platforms. VIOS+ is a registered trademark of ViOS,Inc.
By accessing and utilizing the Services upon completion of the onboarding process for all Provider applicants, and as an express condition of such use and access, you agree to be bound by the terms of this Agreement. If you do not agree to be bound by the terms of this Agreement, or if the contents of this document does not overtly apply to you, you may ignore this document in entirety at your discretion. To the extent you have access to, or are using, a Service without having completed the registration process, you acknowledge and agree that your continued use of a Service is subject to the terms and conditions of this Agreement. Once registration is complete, you will be able to use your VIOS account to access the Services.
- Changes to Provider Agreement
We may change or update the terms of this Agreement at any time by notifying you of the change in writing or electronically (including without limitation, by email or by posting the updated terms on VIOS’s website [www.uber-docs.com] Immediately upon our notification of the updates or changes in the terms of this Agreement, in writing or by posting on the website, you agree that you shall be bound by such changes or updates if you continue using any of the Services.
We will charge processing and transaction fees (collectively “Transaction Fees”) for use of the Service, a portion of which may be payable to third-party payment processors we engage. You agree that we may charge and deduct Transaction Fees from amounts payable to you through use of the Service. Transaction Fees will be disclosed during your registration process, and may be changed at any time with or without notice. Transaction Fees will be collected from the patient’s initial payment upon making an appointment with you (the “Initial Payment”) and from a patient’s subsequent payment upon initiation of the appointment with you (the “Completion Payment”). You agree to pay the Transaction Fees and any other charges incurred in connection with your account for a Service (including any applicable taxes) at the rates in effect when the charges were incurred. You acknowledge and agree that the Transaction Fee is non-refundable. We may change the fees and charges then in effect, or add new fees or charges. We will provide you with advance notice of any change in our fees . You are responsible for any fees or charges incurred to access a Service through an Internet access provider or other Third Party service, as defined below.
- Representations and Related Professional Identification
You agree and represent that all the information provided in your registration form and in official communications in any form with ViOS, Inc representatives, is true and accurate in all respects. You agree to inform us immediately if there is a suspension or termination of your medical license or if there are or expected to be any disciplinary actions brought against you that would reasonably be expected to result in suspension or termination of your license if determined in a manner adverse to you.
- Patients Portfolio
All parties interacting with the VIOS Services are under clear understanding and consent to purchase said Services as a fee-for-service transaction contract. Parties defined as ‘Patients’ (representing consenting individual entities with health or medical related issues who may be previously diagnoses by third party providers, may be under treatment, may have undergone interventional management related to their health issues), shall complete a financial transaction only within the third party digital widget contracted to VIOS for the sole purpose of financial transaction processing).
Patients shall only be notified via registered and valid email upon completion of transactions occurring within VIOS website portal. No further communication will be permitted nor obliged even under request by any party to alter, coerce or effect the nature of the transaction outside the VIOS Platform in any unauthorised form.
Patients shall be legally obliged to ensure sound mental capacity to select Services provided by VIOS by their own volition. Patients shall commence appointment booking and payment procedures as instructed in the third party transaction widget contracted for use basis to VIOS. Patients and Providers may alter within a reasonable prior moment to alter the details of the scheduled appointment as per their convenience. Patients may decline or initiate a scheduled appointment as per their wish, without coercion or communication by VIOS or Providers. Patients shall communicate with Providers by contracted third party live video telecommunication software as provided during initial appointment, reminder email notifications and/or SMS by third party communication platforms.
Patient communication with selected Providers shall not be recorded by contracted third party communication provider, VIOS, Providers or any other party during sessions. Relevant and appropriate Patient clinical or health data may be extracted via industry standard ‘history-taking’ procedures widely accepted, practiced and recognised by the clinical skills education and training completed by Providers.
- Indemnification for Medical Diagnosis and Treatment
You agree that you are solely and exclusively responsible for any professional advice, counselling, behavioural consulting, expert second opinions and other health-related educational content you provide to patients referred to you through our Services. You agree to fully indemnify and hold harmless VIOS and its officers, managers, owners, lawyers and agents from and against any and all damages, losses, costs and expenses (including without limitation reasonable attorneys’ fees and expenses) arising out of any claim or threatened claim made by a patient referred to you through our Services that relates to the medical advice, diagnosis, treatment and other healthcare advice you or any of your Affiliates provide. For the purposes of this Agreement, “Affiliates” shall include any person controlled by, controlling, or under common control with you, including without limitation any persons who are employed or engaged by you or your medical practice group or another healthcare provider to which you are affiliated.
- Privacy and Your Account
- Term and Cancellation
This Agreement shall remain in full force and effect while you have an active VIOS account.
Cancellation Policy. You may cancel your VIOS Provider account and profile by emailing email@example.com. We may cancel your account at any time upon notice to you.
Please note that any and all existing third party accounts created, modified, rendered active or inactive or altered in any form related to the Services is not under any responsibility of VIOS. Details related to such third party profiles is under responsibility of the Providers only.
- Availability of Service through other Platforms; Third Party Payment Services
9.1 If you access a Service through a mobile application or other type of third party platform, the applicable End User License Agreement for the mobile service through which you downloaded the mobile application may apply in addition to the terms of this Agreement.
- DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY
YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SERVICES AND THE CONTENT, TOOLS, MEMBER BENEFITS, THROUGH THE SERVICES IS ON AN “AS-IS”, “AS AVAILABLE” BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VIOS, , Inc AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVERTISERS, SUPPLIERS, CONTENT PROVIDERS AND LICENSORS (“THE VIOS PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICES OR SUCH CONTENT FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE VIOS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE VIOS PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
- Agreement to Arbitrate
The parties acknowledge that any statutory or common law claims related to intellectual property may require forms of equitable relief that are best administered by courts; accordingly, the parties agree that except for statutory or common law claims related to intellectual property and disputes that qualify for small claims court, any controversy or claim arising out of or relating to this Agreement or any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the State of Delaware. For more information about arbitration, the AAA and the arbitration process, please consult the American Arbitration Association web site at adr.org. You agree that by entering into this Agreement, you and we are each waiving the right to trial by jury, except as otherwise stated above. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and, by entering into this Agreement, you are giving up the ability to participate in a class action. All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration provision are for the court to decide. As stated in Section 13 below, Delaware law applies to any arbitration under this section, but the parties acknowledge that the Federal Arbitration Act governs the interpretation and enforcement of this provision. This agreement to arbitrate shall survive termination of this Agreement. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and, if the law allows, they can seek relief against us for you.
This Agreement supersedes all previous and contemporaneous oral or written agreements regarding your use of the Services. We may discontinue or change any Service, or their availability to you, at any time. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. No third party is a beneficiary of this Agreement. You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to any conflict or choice of law principles. For all litigation which may be brought, subject to the requirements for arbitration hereunder, with respect to any controversy or claim, arising out of or relating to this Agreement or any relationship between us, the sole jurisdiction and venue for such litigation will be an appropriate federal or state court located in the State of Delaware. Our failure to enforce any provision of this Agreement or to respond to a breach by you or other parties of this Agreement shall not in any way waive our rights to subsequently enforce any term or condition of this Agreement.
- Liability Coverage
The VIOS Platform is under exclusive insurance liability coverage provided by a professional third party insurance provider. VIOS Platform is under annual coverage related to General Small Business Liability, Professional Liability, Errors and Omissions Liability and Cyber Security Insurance. Any and all transactions that occur within the web-based infrastructure explicitly provided, for the purposes of telecommunications between relevant parties, are under the appropriate coverage plans. Any and all transactions that occur within third party softwares, platforms, programs and other assets not displaying the official logo of ViOS, Inc and its owned assets, shall not be covered by above mentioned liability coverage by ViOS, Inc.
VIOS, VIOS+, ViOS and its logo are trademarks of VIOS, Inc.