Last updated: 3 May, 2021
These Membership Terms of Service (“Terms”), which includes an agreement to arbitrate and consent to electronic communications, govern your access to and use of services provided by DynamicSurgical Inc dba Rezilient (“Rezilient”, “we”, “us”, or“our”), including the Rezilient Health website located at www.rezilienthealth.com, the Rezilient Health web application, membership services that include personal healthcare navigation services, wellness services, communication services, facilitation of access to telehealth services, including certain on-demand app and video-based telehealth services, and other technology-enabled or personal services provided by Rezilient or its affiliate (collectively, the“Services”). Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be bound by these Terms. If you are accepting these Terms for another person (“Family Member”) as such Family Member’s parent, guardian, conservator, or custodian, you agree to the terms, conditions, and notices contained or referenced herein on behalf of such Family Member. Rezilient is affiliated with the Rezilient Health professional corporations and their affiliated medical services providers, including Rezilient OLH, P.A., a provider of telehealth services (the professional corporations collectively, “Rezilient Health”), where Rezilient provides management and administrative services to Rezilient Health. Rezilient Health provides medical services, including telehealth services. These Terms govern your access to and use of the Services offered by Rezilient. Our Medical Terms of Service govern our provision, and your and your Family Member’s use of medical services provided by Rezilient Health or its regional health system partners. Please read theMedical Terms of Services carefully before using Rezilient Health’s medical services. Please refer to our Privacy Policy to learna bout our privacy practices with respect to your personal information. Please refer to our Notice of HIPAA Privacy Practices to learn about our privacy practices with respect to your Protected Health Information.
YOU AGREE THAT DISPUTES BETWEEN YOU AND REZILIENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE DISPUTERE SOLUTION PROCESS DESCRIBED IN SECTION 12 BELOW. UNLESS YOU OPT-OUT OF ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE ASA PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU WISH TO OPT OUT OF ARBITRATION, FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN SECTION 12.
We may modify these Terms from time to time. We will notify you of material changes by posting the updated terms on our website and the mobile application at least thirty (30) days before the effective date of the changes. If we have your email on file, we will also notify you of material changes to the Terms by email at least thirty (30) days before the effective date of the changes. Please make sure we have your current email address so that you will receive notice of any material changes. If you do not agree with the proposed changes, you should discontinue your use of the Services before the effective date of the changes. If you continue using the Services after the effective date, you will be bound by the updated Terms.
You may use theServices only for your own personal, non-commercial use. If you are registering on behalf of your Family Member, your Family Member may only use the Services for their own personal, non-commercial use. To access certain features of the Services or to become a member, you will have to create an account via the website at www.rezilienthealth.com or the Rezilient Health mobile app. It is important that you provide us with accurate and complete information for your account, and update as needed. You are responsible for protecting your account username and password, and for all activities that occur under your account. You should immediately notify us of any unauthorized use of your account. You should use particular caution when accessing your account from a public or shared computer so that others are notable to view or record your password or other personal information. We will not be responsible for any loss or damage due to your failure to protect your account or your personal information.
Rezilient charges an annual membership fee (the “Annual Membership Fee”) for access to certain features of the Services. The Annual Membership Fee may be modified by Rezilient from time to time. Certain members may have access to the Services through their employers, professional affiliations, partnerships, or other organizations, and as a result, the Annual Membership Fee will not apply to such members.The Annual Membership Fee covers costs associated with personal services that enhance your healthcare experience, tools to facilitate access to healthcare services, and certain on-demand telehealth services, but are typically not covered by or billed to insurance. Membership services include higher-touch personal services such as insurance and billing navigation, advice on provider selection, specialist booking and referral management, 24/7 connection to our services team, digital tools for easy access to Rezilient and Rezilient Health services, including telehealth services, as well as lifestyle and wellness offerings.
PAYMENT OF THE ANNUAL MEMBERSHIP FEE TO REZILIENT IS NOT A REQUIREMENT TO RECEIVE MEDICAL SERVICES AT REZILIENT HEALTH.
There are options for accessing medical services, excluding app and video-based telehealth services, with Rezilient Health without payment of this fee, such as requesting a financial needs-based waiver or requesting limited access to Rezilient Health providers without the benefits of Rezilient’s value-added membership services or digital tools facilitating access to Services and care. To learn more about the Annual Membership Fee and these options, contact us at ma@rezilienthealth.com. The Annual Membership Fee is not a covered benefit under most health insurance plans or other healthcare benefit plans such as the Health Saving Account or Flexible Spending Account. As a result, you acknowledge that you may not be able to submit the Annual Membership Fee for coverage under your insurance or benefit plan, and as such, you will be responsible for the cost of such Annual Membership Fee. For our paid members, Rezilient will charge your Annual Membership Fee to your designated billing account. You agree to make the payment using your chosen payment method.
IF YOUR ACCOUNT IS SUBJECT TO THE ANNUAL MEMBERSHIP FEE, YOU AUTHORIZE US TO CHARGE YOUR CHOSEN PAYMENT METHOD THE ANNUAL MEMBERSHIP FEE AT THE TIME OF INITIAL PAYMENT AND EACH ANNUAL RENEWAL, UNTIL YOU CANCEL. YOU MUST CANCEL YOUR MEMBERSHIP BEFORE IT RENEWS TO AVOID BEING CHARGED THE ANNUAL MEMBERSHIP FEE FOR THE NEXT YEAR. YOU CAN CANCEL YOUR MEMBERSHIP AT ANY TIME BY LOGGING INTO YOUR REZILIENT HEALTH ACCOUNT AND SELECT “CANCEL MEMBERSHIP” OR CONTACTING US AT MEMBERS@REZILIENTHEALTH.COM. IF YOU CANCEL YOUR MEMBERSHIP AND YOUR SUBSCRIPTION TERM HAS NOT EXPIRED, YOU MAY CONTINUE TO USE THE SERVICES UNTIL THE END OF YOUR THEN-CURRENT MEMBERSHIP TERM AND YOUR MEMBERSHIP WILL NOT BE RENEWED AFTER YOUR THEN-CURRENT TERM EXPIRES. HOWEVER, YOU WON'T BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE ANNUAL MEMBERSHIP FEE PAID FOR THE THEN-CURRENT MEMBERSHIP PERIOD.
If the amount to be charged to you varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), for example, due to an increase in the Annual Membership Fee, you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge at least 30 days before the scheduled date of the transaction. If you do not agree with the new amount in the notice, you may cancel the transaction by logging into your account and selecting “cancel membership” or contacting us at members@rezilienthealth.com.
ANY TRIAL, PROMOTION, OR TEMPORARY MEMBERSHIP (“TRIAL”) THAT PROVIDES FULL OR PARTIAL MEMBERSHIP ACCESS TO THE SERVICES IS MADE AVAILABLE ONLY TO INDIVIDUALS 18 YEARS OF AGE OR OVER, UNLESS OTHERWISE EXPLICITLY STATED, WITHIN THE SPECIFIED TIME PERIOD (“TRIAL PERIOD). TRIALS ARE ONLY FOR THE TRIAL MEMBERS’ PERSONAL USE, AND MAY NOT BE SHARED OR RESOLD. YOU MAY BE REQUIRED TO PROVIDE YOUR CREDIT CARD AND INSURANCE INFORMATION WHEN REGISTERING FOR THE TRIAL OR OTHERWISE DURING THE TRIAL. MEMBERSHIP FEES SHALL BE WAIVED OR DISCOUNTED DURING THE TRIAL PERIOD IN ACCORDANCE WITH THE ASSOCIATED OFFER. TRIALS DO NOT APPLY TO BILLABLE MEDICAL SERVICES. YOU UNDERSTAND AND AGREE THAT MEDICAL SERVICES SOUGHT DURING THE TRIAL (INCLUDING WITHOUT LIMITATION, IN-OFFICE CARE, REMOTE BILLABLE VISITS (E.G. “REMOTE VISITS”) AND THIRD PARTY SERVICE (E.G. FOR LABSOR PRESCRIPTIONS)) WILL REMAIN BILLABLE DURING THE TRIAL PERIOD, AND MAY BE BILLED TO YOU OR YOUR INSURANCE AS APPLICABLE.
FOR TRIALS THAT CONVERT TO PAID MEMBERSHIP AT THE END OF THE TRIAL, IF YOU DO NOT WISH TO CONTINUE AS A PAID MEMBER, YOU MUST CANCEL YOUR TRIAL MEMBERSHIP BEFORE THE END OF THE TRIAL PERIOD IN ORDER TO AVOID BEING CHARGED THE ANNUAL MEMBERSHIP FEE. WE WILL SEND YOU A REMINDER, BUT YOU MAY CANCEL ANYTIME VIA THE“SETTINGS” PAGE IN YOUR ACCOUNT, UNDER “MEMBERSHIP AND BILLING”, OR YOU CAN CONTACT US AT MA@REZILIENTHEALTH.COM. IF YOU CANCEL PRIOR TO THE END OF THE TRIAL PERIOD BUT ARE INADVERTENTLY CHARGED THE MEMBERSHIP FEE, PLEASE CONTACT US AT MA@REZILIENTHEALTH.COM FOR A REFUND.IFYOU ARE A RESIDENT OF A COUNTRY OTHER THAN THE UNITED STATES (U.S.), ANY TRIAL MAY BE USED ONLY WHILE YOU ARE PHYSICALLY LOCATED IN THE U.S. AND ITS TERRITORIES, AND SUCH TRIAL AUTOMATICALLY TERMINATES UPON YOUR DEPARTURE FROM THE U.S. AND ITS TERRITORIES. YOU UNDERSTAND AND AGREE THAT YOU ARE NOT AUTHORIZED TO ACCESS THE SERVICES FOLLOWING SUCH TERMINATION, AND THAT NON-U.S.RESIDENTS MAY NOT USE THE SERVICES OUTSIDE OF THE U.S. AND ITS TERRITORIES.
You may terminate your use of the Services at any time by not using the Services any more. If you wish to terminate your membership, you can do so by logging into your account and selecting “cancel membership” or contacting us via email at ma@rezilienthealth.com. If you terminate your membership, your membership will remain active until the end of your then-current membership period.
We may terminate the Services or your use of the Services at any time for any reason by sending notice to you at the email address you provided or otherwise contacting you or posting a notice on the Services. In order to protect the integrity of the Services, we may, at any time in our sole discretion, block users from certain IP addresses from accessing the Services. We are not required to provide you with notice prior to terminating or blocking your use of the Services or an associated reason. If we terminate your use of theServices because you have breached these Terms or any other agreement you have entered into with us, you will not be entitled to any refund of the paid Annual Membership Fee. If we terminate the Service or your access to the Services other than due to your breach of these Terms or any other agreement you have entered into with us, you will be entitled to a pro rata refund of the Annual Membership Fee that you paid for the remainder of your membership period.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right and license to use the Services solely for your personal and non-commercial purposes. Your use of the Services must be in accordance with all applicable laws. You acknowledge that you do not acquire any other rights in the Services or any component thereof. The following is a list of the type of actions that you may not engage in with respect to the Services:
• You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, "data mine", or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Services or its contents;
•You will not interfere, access, tamper with or disrupt theServices or the servers or networks connected to the Services;
• You will not attempt to probe, scan or test the vulnerability of the Services or any of our systems or network or breach any security or authentication measures;
• You will not use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URLs or product names without our express written consent;
• You will not use the Services or content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• You will not post, distribute, or reproduce in any way any content that infringes third party intellectual property rights or violates third party rights of privacy or rights of publicity;
• You will not use, display, "frame" or"mirror" any part of the Services, our names, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from us;
• You will not collect or store any personal information, including personally identifiable information, from others without their express permission;
• You will not provide any inaccurate, incomplete, false or misleading information about yourself when using the Services;
• You will not allow any other person to use your account, username or password to access the Services, and you will not use your account for any other person; and
• You will not assist or permit any person to engage in any of the activities described in this Section.
The Services are intended for use only within the United States and its territories. We make no representation that the Services are appropriate, or are available for use outside the U.S. and its territories. Those who choose to access and use our Services from outside the U.S. and its territories do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws.
IF YOU ARE A RESIDENT OF A COUNTRY OTHER THAN THE UNITED STATES (U.S.), YOU MAY USE THE SERVICES ONLY WHEN YOU ARE PHYSICALLY LOCATED IN THE U.S. AND ITS TERRITORIES. YOUR LICENSE AND RIGHT TO USE THE SERVICES AUTOMATICALLY TERMINATES UPON YOUR DEPARTURE FROM THE U.S. AND ITS TERRITORIES. YOU UNDERSTAND AND AGREE THAT NON-U.S. RESIDENTS MAY NOT USE THE SERVICES OUTSIDE OF THE U.S. AND ITS TERRITORIES.
You agree that Rezilient may send the following to you by email or by posting them on our website and mobile application: legal disclosures; these Terms; Privacy Policy; future changes to any of the foregoing; and other notices, policies, communications or disclosures and information related to the Services. You agree that Rezilient may contact you via email, phone, text, or mail regarding your Rezilient membership or the Services. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy. Your consent to conduct actions electronically covers all interactions between you and Rezilient.
If you later decide that you do not want to receive certain future communications electronically, please send an email to admin@rezilienthealth.com or a letter to Rezilient Health, 5595 Pershing Ave, St Louis, MO 63112. You may also opt out of certain electronic communications through your account or by following the unsubscribe instructions in any communication you receive from Rezilient. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice described above.
Rezilient will need to send you certain communications electronically regarding the Services. You will not be able to opt out of those communications – e.g.,communications regarding updates to the Terms or information about billing.Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to and accepted by, you. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.
Rezilient and our licensors retain all ownership rights, title and interest (including all intellectual property rights) worldwide to the Services, including to all software and content. No rights are granted to you other than as expressly set forth in these Terms. All trademarks, service marks and trade names are owned by Rezilient or other respective owners.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES WILL WE OR ANY OF OUR LICENSORS, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, OR RESULTING FROM ANY CONTENT POSTED ON THE SERVICES.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND“AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE AND NON INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING,COURSE OF PERFORMANCE AND USAGE OF TRADE. YOUR USE OF THE SERVICES IS SOLELY ATYOUR OWN RISK. FURTHERMORE, WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH MATERIAL. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.
Any general advice that may be posted on the Services is for informational purposes only and is not intended to replace or substitute for any medical or other advice. To the maximum extent not prohibited by law, we make no representations or warranties and expressly disclaim any and all liability concerning any treatment of, action by, or effect on any person following the general information offered or provided within or through the Services. If you have specific concerns or a situation arises in which you require medical advice, you should consult with an appropriately trained and qualified medical services provider.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL WE AND OUR AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FORANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES,INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO LOST PROFITS, LOSS OF DATA ORLOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COSTOF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, PRODUCT LIABILITY, TORT OR OTHER LEGAL THEORY AND EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU ARISING FROM THESE TERMS, OR THE USE OF OR INABILITY TO USE THE SERVICES WILL AT ALL TIMES BE LIMITED TO THE GREATER OF$100.00 OR THE AMOUNTS PAID BY YOU TO US FOR ACCESS TO AND USE OF SERVICES.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TOYOU.
If you are dissatisfied with the Services, your sole and exclusive remedy is to stop using the Services and cancel your membership account (if applicable).
Agreement to arbitrate
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at terms@rezilienthealth.com or by regular mail to Dynamic Surgical Inc dba Rezilient, 5595 Pershing Ave, St Louis, MO 63112 within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use our Services. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless you otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in the Northern District of California. All other claims will be arbitrated. This “Dispute Resolution”section will survive any termination of these Terms.
Arbitration Rules
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this“Dispute Resolution” section. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand forArbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAARules.
Arbitration Location and Procedure
Unless you agree with us otherwise, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator's Decision
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the“Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.
Fees
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes
Notwithstanding anything to the contrary in these Terms, if we change this “Dispute Resolution”section after the date you accepted these Terms or access our Services, you may reject any such change by sending us written notice (including by email to terms@rezilienthealth.com) within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you accepted these Terms, or accessed ourServices.
The Services may allow you to connect your account to applications owned or operated by third parties, including device makers, or may link to other websites that are owned or operated by third parties. We are not responsible, and disclaim all liability, for the privacy, security, performance, and service practices of such third parties, nor are we responsible for any content, advertising, products, services or other materials made available on or through any such third party applications or websites. We make the connections and links available to you only as a convenience, and it is your decision whether to connect to third party applications or access third party websites.
• These Terms will be governed by the laws of the State of Missouri without regard to its conflict of laws provisions.
• We may change, suspend, or discontinue any of the Services at any time. We will try to give you prior notice of any material changes to the Services, but we are not obligated to do so. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
• These Terms do not confer any third-party beneficiary rights. You may not transfer any of your rights or obligations under theseTerms to anyone else without our consent.
• We appreciate your feedback, suggestions, and other communications (collectively, “Feedback”) about the Services. You should know that we can, but are not obligated to, use your Feedback without restriction or any obligation to compensate you, and we have no obligation to keep them confidential.
• Even after termination, these Terms will remain in effect such that all terms that by their nature may survive termination will be deemed to survive such termination.
• If any provision of these Terms is found by a proper authority to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and remain valid and enforceable, and the invalid or unenforceable provision will be deemed modified to the maximum extent necessary to make it valid and enforceable or, if modification is not permitted by law, the provision will be disregarded.
Effective Date: November 07, 2021This SMS message program is a service of DynamicSurgical Inc dba Rezilient. By providing your cell phone number, you agree to receive recurring automated promotional and personalized marketing text messages (e.g., SMS/MMS cart reminders, sale notices, etc) from DynamicSurgical Inc dba Rezilient. These messages include text messages that may be sent using an automatic telephone dialing system, to the mobile telephone number you provided when signing up or any other number that you designate. You give DynamicSurgical Inc dba Rezilient permission to send text messages to the enrolled cell phone number through your wireless phone carrier, unless and until you end permission per these Terms & Conditions. Consent to receive automated marketing text messages is not a condition of any purchase. Message & data rates may apply.Message frequency may vary. DynamicSurgical Inc dba Rezilient reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. DynamicSurgical Inc dba Rezilient also reserves the right to change the short code or phone number from which messages are sent and we will notify you if we do so.Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. DynamicSurgical Inc dba Rezilient, its service providers and the mobile carriers supported by the program are not liable for delayed or undelivered messages.By enrolling in the DynamicSurgical Inc dba Rezilient messaging program, you also agree to these messaging terms & conditions (“Messaging Terms”), our DynamicSurgical Inc dba Rezilient Terms of Use and DynamicSurgical Inc dba Rezilient Privacy Policy.CancellationText the keyword STOP, STOPALL, END, CANCEL, UNSUBSCRIBE or QUIT to the telephone number, long code, or short code that sends you our initial confirmation message to cancel. After texting STOP, STOPALL, END, CANCEL, UNSUBSCRIBE or QUIT to the telephone number, long code, or short code that sends you our initial confirmation message you will receive one additional message confirming that your request has been processed. If you change your preferences, it may take up to 48 hours for it to take effect. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not include the STOP, STOPALL, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands and agree that DynamicSurgical Inc dba Rezilient and its service providers will have no liability for failing to honor such requests. If you unsubscribe from one of our text message programs, you may continue to receive text messages from DynamicSurgical Inc dba Rezilient through any other programs you have joined until you separately unsubscribe from those programs.Help or SupportText the keyword HELP to the telephone number, long code, or short code that sends you our initial confirmation message to receive a text with information on how to unsubscribe.No WarrantyTO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT THE MESSAGING PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.Limitation of LiabilityTO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT SHALL EITHER OF DynamicSurgical Inc dba Rezilient OR ANY PARTY ACTING ON BEHALF OF DynamicSurgical Inc dba Rezilient BE LIABLE FOR: (A) ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF THE AMOUNT YOU PAID TO DynamicSurgical Inc dba Rezilient HEREUNDER OR $100.00; OR (B) ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR ANY OTHER DAMAGES. YOU AGREE EVEN IF DynamicSurgical Inc dba Rezilient HAS BEEN TOLD OF POSSIBLE DAMAGE OR LOSS ARISING OR RESULTING FROM OR IN ANY WAY RELATING TO YOUR USE OF THE DynamicSurgical Inc dba Rezilient MESSAGING PROGRAM. DynamicSurgical Inc dba Rezilient AND ITS REPRESENTATIVES ARE NOT LIABLE FOR THE ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DELAYS OR NON-DELIVERY IN THE TRANSMISSION OF MESSAGES.IndemnityTo the maximum extent allowed by applicable law, you agree to indemnify, defend and hold harmless DynamicSurgical Inc dba Rezilient, its directors, officers, employees, servants, agents, representatives, independent contractors and affiliates from and against any and all claims, damages, liabilities, actions, causes of action, costs, expenses, including reasonable attorneys’ fees, judgments or penalties of any kind or nature arising from or in relation to the these Messaging Terms or your receipt of text messages from DynamicSurgical Inc dba Rezilient or its service providers.Dispute Resolution
General. Any dispute or claim arising out of or in any way related to these Messaging Terms or your receipt of text messages from DynamicSurgical Inc dba Rezilient or its service providers whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of when a dispute or claim arises will be resolved by binding arbitration. YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THESE MESSAGING TERMS, YOU AND DynamicSurgical Inc dba Rezilient ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THESE MESSAGING TERMS SHALL BE SUBJECT TO AND GOVERNED BY ARBITRATION.
Exceptions. Notwithstanding subsection (a) above, nothing in these Messaging Terms will be deemed to waive, preclude, or otherwise limit the right of you or DynamicSurgical Inc dba Rezilient to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) file suit in a court of law to address an intellectual property infringement claim.
Arbitrator. Any arbitration between you and DynamicSurgical Inc dba Rezilient will be governed by the JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
No Class Actions. YOU AND DynamicSurgical Inc dba Rezilient AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and DynamicSurgical Inc dba Rezilient agree otherwise in a signed writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. You agree that, by agreeing to these Messaging Terms, you and DynamicSurgical Inc dba Rezilient are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.No Class Actions. YOU AND DynamicSurgical Inc dba Rezilient AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and DynamicSurgical Inc dba Rezilient agree otherwise in a signed writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision. Notwithstanding anything to the contrary in these Messaging Terms, if DynamicSurgical Inc dba Rezilient makes any future change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to DynamicSurgical Inc dba Rezilient’s contact information provided in the “Contact Us” section below, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and DynamicSurgical Inc dba Rezilient.
Enforceability. If any provision of these Messaging Terms is found to be unenforceable, the applicable provision shall be deemed stricken and the remainder of these Messaging Terms shall remain in full force and effect.Changes to the Messaging TermsWe reserve the right to change these Messaging Terms or cancel the messaging program at any time. By using and accepting messages from DynamicSurgical Inc dba Rezilient after we make changes to the Messaging Terms, you are accepting the Messaging Terms with those changes. Please check these Messaging Terms regularly.Entire Agreement/SeverabilityThese Messaging Terms, together with any amendments and any additional agreements you may enter into with us in connection herewith, will constitute the entire agreement between you and DynamicSurgical Inc dba Rezilient concerning the Messaging Program.
If you have any questions about these Terms, please contact terms@rezilienthealth.com.• These Terms make up the entire agreement relating to your use of the Services, and supersede all prior agreements relating to the subject matter hereof.
