TopDoc Terms of Use

We hope you love using TopDoc. We really do. This document contains important information that you need to consider before using TopDoc.

The following terms and conditions (the “Terms of Use” or the “Agreement”) constitute an agreement between you and TopDoc, Inc. (“TopDoc,” “we,” or “us”), the operator of TopDoc.com and related websites, applications, services and mobile applications, and all associated services (collectively, the “Services”) provided by TopDoc and on/in which these Terms of Use are posted or referenced. For the purposes of these Terms of Use, the “Services” include, without limitation, scheduling pages maintained by TopDoc on behalf of third parties and appointment scheduling technology integrated into third party websites. This Agreement constitutes a contract between you and us that governs your access and use of the Services. What does that mean? It means that by accessing and/or using our Services, you agree to all the terms and conditions of this Agreement. If you do not agree, then you may not use the Services. As used in this Agreement, “you” means any visitor, user, or other person who accesses our Services; whether or not such person registered for a TopDoc Account (as defined in Section 1).

If your use of the Services is terminated for any reason, then: (a) this Agreement will continue to apply and be binding upon you with regard to your prior use of the Services (as well as any subsequent and unauthorized use of the Services), including your indemnification obligations as described herein; and (b) any rights or licenses granted to us under this Agreement will survive such termination.

TopDoc’s collection and use of Personal Data in connection with the Services is described in TopDoc’s Privacy Policy (“Personal Data” as defined therein).

IMPORTANT: PLEASE REVIEW THE ARBITRATION NOTICE AND CLASS ACTION WAIVER IN SECTION 17.1 BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES BETWEEN YOU AND TOPDOC BY BINDING, INDIVIDUAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU AND TOPDOC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING AGAINST TOPDOC. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

We are constantly trying to improve our Services, so these Terms of Use may need to change along with our Services. We reserve the right to change the Terms of Use at any time, but if we do, we will place a notice on our site, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms of Use, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms of Use is effective, that means you agree to all of the changes.

Any disputes under this Agreement will be governed by the version of Agreement in effect at the time of the first event which gave rise to the dispute. Except for changes by us as described here, no other amendment or modification of these Terms of Use will be effective unless made in writing and signed by both you and us.

We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one or any part of the existing Services. Under no circumstances will TopDoc be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new features or services will be governed by this Agreement.

If you create a TopDoc Account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that individual or entity).

1. ABOUT THE SERVICES

Subject to these Terms of Use, TopDoc grants you a limited, non-exclusive, revocable, non- sublicensable, non-transferable license to use the Services in accordance with these Terms of Use. Portions of the Services can be viewed without a TopDoc Account. However, to benefit from all of the Services we offer, you must create an account (a “TopDoc Account”) and provide certain basic information about yourself. If you do provide us with any information, you authorize TopDoc to use and disclose it as described in our Privacy Policy.

While utilizing the Services, you may encounter certain Content that TopDoc makes available to you. “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, articles, scheduling availability, guidance, and other materials provided, made available or otherwise found through the Services, including, without limitation, Content provided in direct response to your questions or postings. You acknowledge that although some Content may be provided by healthcare professionals, the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment, but is provided to assist you in choosing a doctor, dentist or other healthcare specialist, professional, provider, organization, or agent or affiliate thereof (collectively, “Healthcare Providers”) or otherwise be generally informative.

WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY CONTENT (INCLUDING BUT NOT LIMITED TO DESCRIPTIONS OF PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFIT INFORMATION). IN NO 3 EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE, REFER OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED IN CONTENT AND/OR ACCESSIBLE THROUGH THE SERVICES.

2. WE DO NOT PROVIDE MEDICAL ADVICE

TopDoc is not a healthcare provider. The Content that you obtain or receive from TopDoc, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and payment purposes only. All medically related information, including, without limitation, information shared via TopDoc concierge, TopDoc Blogs, TopDoc customer support, TopDoc social channels, TopDoc emails and text messages, and TopDoc advertising is for informational and communicative purposes only.

WHILE WE HOPE THE CONTENT IS USEFUL IN YOUR HEALTHCARE JOURNEY, IT IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL OR MENTAL HEALTH EMERGENCY, ARE THINKING ABOUT SUICIDE OR TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND/OR 911. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. NOTHING STATED, POSTED, OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, PHARMACY, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

TopDoc is not a referral service and does not refer, recommend or endorse any particular Healthcare Provider, test, procedure, opinion, or other information that may appear through the Services. If you rely on any Content, you do so solely at your own risk. We encourage you to independently confirm any Content relevant to you with other sources, including the Healthcare Provider’s office, medical associations relevant to the applicable specialty, your state medical boards, and the appropriate licensing or certification authorities to verify listed credentials and education.

3. NO DOCTOR PATIENT RELATIONSHIP

DOCTORS, DENTISTS, NURSES, AND OTHER MEDICAL PROFESSIONALS USE THE SERVICES TO SHARE CONTENT WITH YOU, BUT YOUR USE OF THIS CONTENT IS NOT A SUBSTITUTE FOR HEALTHCARE. NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SERVICES OR CONTENT. THIS IS TRUE WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM TOPDOC INCLUDING, WITHOUT LIMITATION, THE “FIND A DOCTOR” FEATURE, TOPDOC ANSWERS, TOPDOC KNOWLEDGE BASE, TOPDOC BLOG, TOPDOC SOCIAL CHANNELS, TOPDOC EMAILS OR TEXT MESSAGE 4 LINKS TO OTHER SITES, OR ANY ASSISTANCE WE MAY PROVIDE TO HELP YOU FIND AN APPROPRIATE HEALTHCARE PROVIDER IN ANY FIELD.

TopDoc encourages Healthcare Providers to use the Services responsibly, but we have no control over, and cannot guarantee the availability of, any Healthcare Provider at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury or loss resulting therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Services whatsoever.

4. AUTHORIZATION AND ACKNOWLEDGEMENT IMPORTANT INFORMATION ABOUT HEALTHCARE PROVIDER RELATIONSHIPS AND HEALTHCARE PROVIDER LISTS

In connection with using the Services to schedule appointments with Healthcare Providers, you understand that:

YOU ARE RESPONSIBLE FOR CHOOSING YOUR OWN HEALTHCARE PROVIDER, INCLUDING WITHOUT LIMITATION, DETERMINING WHETHER THE APPLICABLE HEALTHCARE PROVIDER IS SUITABLE FOR YOUR HEALTHCARE NEEDS BASED ON SPECIALTY, EXPERIENCE, QUALIFICATION, LICENSES AND OTHER IMPORTANT FACTS AND CIRCUMSTANCES THAT COULD IMPACT YOUR CARE.

TopDoc or its designee takes certain limited steps to (a) verify that Healthcare Providers participating in the Services hold certain active licenses, certifications or registrations required by law to practice the specialties of the services offered by them through the Services, and (b) verify that Healthcare Providers are not listed in the U.S. Department of Health and Human Services Office of the Inspector General Exclusion database. TopDoc may also exclude Healthcare Providers from our Services who, in TopDoc’s discretion, have engaged in inappropriate or unprofessional conduct (including, but not limited to, conduct in violation of our Community Standards).

While all qualified providers are eligible to use our Services, TopDoc’s lists of Healthcare Providers are not exhaustive. Healthcare Providers choose whether to participate in the Services, what appointment availability, if any, to advertise on their TopDoc profiles, and may also choose to set a maximum amount that they want to spend on new patient bookings received through TopDoc. This means that regardless of whether they participate in the Services, Healthcare Providers may have additional availability beyond what’s listed through the Services if you contact them directly. Some Healthcare Providers listed through the Services enter into contracts with us, and may pay us fees in order to be marketed through or to use the Services. If you book an appointment with a Healthcare Provider through the Services, TopDoc may receive a commission.

To help you find Healthcare Providers who may be suitable for your needs, and enable the maximum choice and diversity of Healthcare Providers participating in the Services, we will provide you with lists and/or profiles of Healthcare Providers. These results are based on information that you provide to us, such as insurance information, geographical location, and 5 healthcare specialty and/or services they provide. They may also be based on other criteria (including, for example, Healthcare Provider availability, past selections by and/or ratings of Healthcare Providers by you or by other TopDoc users, and past experience of TopDoc users with Healthcare Providers). Please note that there may be other Healthcare Providers who meet your search criteria but are not available through TopDoc.

TopDoc (a) does not employ, refer, recommend, or endorse any Healthcare Providers, (b) does not make any representations or warranties with respect to these Healthcare Providers or the quality of the services they may provide, (c) is not responsible for ensuring that information (including credentials) a Healthcare Provider provides about himself or herself is accurate or up- to-date, (d) is not responsible for making sure that Healthcare Providers’ services are actually provided or are up to a certain standard of quality, and (e) does not receive any additional fees from Healthcare Providers for featuring them (i.e., higher or better placement on lists) through the Services (subject to Sponsored Results as described below). We don’t control the actions of any Healthcare Providers and Healthcare Providers are not our employees. Note, however, to the extent that you use the Services as provided by your employer, TopDoc may provide lists and/or profile previews based also on criteria determined by your employer and your employer’s agents or advisors. In addition, to the extent that TopDoc serves as a platform for, or provides technical support to, the provider directory associated with your health coverage, Healthcare Providers will appear in the directory based on criteria determined by your health plan or plan sponsor, as applicable.

We may show you advertisements or sponsored results (“Sponsored Results”) through the Services, including above or interspersed within the search results. TopDoc receives additional fees from Healthcare Providers for including them in Sponsored Results, and such Sponsored Results are not, and should not be considered, an endorsement, referral or recommendation by TopDoc of the Healthcare Provider. Sponsored Results are conspicuously labeled as “Sponsored” or “Paid Ad” in the Services.

5. THE SERVICES AND CONTENT ARE INFORMATIONAL AND EDUCATIONAL RESOURCES

The Services are an informational and educational resource for consumers and Healthcare Providers.  We may, but have no obligation to, publish Content through the Services that is reviewed by our editorial personnel.  No party (including TopDoc) involved in the preparation or publication of such works guarantees that the Content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such Content.

Healthcare Provider Content

Procedures/Products/Services

Procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals, patients or all clinical situations.  Any procedures, products, services or devices represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.

Insurance Content

Insurance and insurance related Content (including, without limitation, insurance coverage and benefit Content) (“Insurance Content”) is intended for general reference purposes and for your convenience only.  Insurance Content may be based on Personal Data you provide to us as well as Healthcare Provider Content (such as CPT codes and other encounter data).  Insurance Content may also be provided either directly by the insurance provider you identify or via a third-party clearinghouse.

Insurance Content can change frequently and may become out of date, incomplete or inaccurate.  You agree that you will (a) provide accurate and complete insurance-related Personal Data, and (b) verify and maintain accurate insurance-related Personal Data (including, without limitation, verifying such Personal Data obtained by automated means from an insurance card you provide).  Although TopDoc strives to provide you with accurate Insurance Content, we are not responsible for any inaccurate, incomplete or outdated Insurance Content, and you are responsible for complying with subparts (a) and (b) hereof.

6. MEDICAL INFORMATION

You may elect to enter certain medical information into the Services, including by requesting an appointment or filling out a medical history form (“Medical History Form”) on behalf of yourself or a third party from whom you have authorization to provide such information.  You can request (and in doing so, authorize) TopDoc to provide this information to your chosen Healthcare Provider.  You acknowledge and agree that such information will be reviewed and approved by you or someone authorized by you at the time of your appointment to ensure its accuracy.  You also acknowledge that TopDoc may use the data or information you provide in a Medical History Form in accordance with our Privacy Policy.

7. YOUR RESPONSIBILITIES

7.1 Your TopDoc Account Credentials

When you create a TopDoc Account, you will provide an email address and create a password (collectively, “Credentials”).  You should keep your Credentials private and not share your Credentials with anyone else.  You must immediately notify us if your password has been stolen or compromised by sending an email to legal@topdoc.com.  You promise to provide us with accurate, complete, and updated registration information about yourself.  You may also be able to connect to the Services maintained by a third party company, such as Facebook, Inc., Google LLC (“Google”) or Apple Inc. (“Apple”).  If you connect to the Services through a third party service, you give us permission to access and use your information from such third party service as permitted by such third party service, and to store your log-in credentials for such third party service.  You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on such third party service.  TopDoc has no control over, and assumes no responsibility for, the services, content, accuracy, privacy policies, or practices of or opinions expressed by any such third party.

While it’s free to create a TopDoc Account and download our app, you are still responsible for your healthcare expenses.  Any charges for any medical or related services rendered by Healthcare Providers will apply and will be entirely your responsibility.  You are responsible for ensuring that all information that you provide to TopDoc is accurate and up-to-date, including your insurance information.  Some Services may not be available through TopDoc or your Healthcare Provider depending upon a number of factors, including your insurance participation.  Ultimately, you must resolve any dispute between you or any Healthcare Provider arising from any transaction hereunder directly with the Healthcare Provider.

You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials.  You may only use the Services for lawful, non-commercial purposes.  If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services.  You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services.

You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means.  You may not accumulate or index, directly or indirectly, any Content or portion of the Services (including, without limitation, Healthcare Provider Content, appointment availability, price information, and Insurance Content) for any purpose whatsoever.

You are also responsible for reviewing and complying with the terms set forth in our Acceptable Use Policy and our Community Standards.

In addition to our rights in these Terms of Use, we may take any legal action and implement any technological measures to prevent violations of the restrictions hereunder and to enforce these Terms of Use, our Acceptable Use Policy, and our Community Standards.

If you are a Healthcare Provider or other person or entity in the healthcare or medical industries, regardless of whether you maintain a TopDoc Account or whether you schedule or intend to schedule appointments through the Services, you acknowledge and agree that:

1. You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other Content for any purpose other than your own personal use as a patient or prospective patient;
2. You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; and
3. You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices (including but not limited to booking fraudulent healthcare appointments), or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.

If there is a dispute between participants on this site or Services, or between users and any third party (including but not limited to Healthcare Providers), you agree that TopDoc is under no obligation to become involved.  In the event that you have a dispute with one or more other users or Healthcare Providers, you release TopDoc, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

8. TELEMEDICINE SERVICES

You may be able to utilize certain telemedicine services through the Services, including but not limited to via TopDoc’s video service (“TopDoc Video Service”).  TopDoc is not a healthcare provider, insurance provider, or a prescription fulfillment warehouse.  In providing the TopDoc Video Service, TopDoc’s role is limited to making certain telehealth related information available to you and/or facilitating your access to telemedicine services provided by Healthcare Providers.  TopDoc is not responsible for such Healthcare Providers’ acts or omissions, or for any content of your communications with them.  TopDoc is independent of the Healthcare Providers, and does not employ or otherwise exercise any control over the services provided by Healthcare Providers, regardless of whether they utilize the TopDoc Video Service.

9. THIRD PARTY LINKS AND SERVICES

9.1 Links to Other Websites

While using the Services, you may encounter links to other websites.  These links are provided for your convenience only and we do not endorse these sites or the products and services they provide.  You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other websites.  Although we attempt to link to trustworthy websites, it is possible that they will contain materials that are objectionable, unlawful, or inaccurate and we will not be responsible or liable for the legality or decency of material contained in or accessed through such other websites.  By using the Services you release and hold us harmless from any and all liability arising from your use of any third party website or service.  Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealing, are solely between you and such organizations and/or individuals.  You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties.  You agree that TopDoc will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

We may incorporate third party software as part of certain of the Services, including without limitation open source third party software.  Your use of such third party software is subject to any and all applicable additional terms and conditions governing such use provided by the third party software provider.  Where applicable, additional notices relating to the third party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third party software.

You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application (e.g., the Apple App Store, Google Play or other store or distribution platform (each, an “Application Provider”)).  Each Application Provider may have its own terms and conditions to which you must agree before downloading mobile applications from such store.  You agree to comply with, and your license to use our application is conditioned upon your compliance with, such Application Provider terms and conditions.  To the extent such other terms and conditions from such Application Provider are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

If you are accessing the Services via an application (an “Application”) through an Application Provider, you acknowledge and agree that:  (i) these Terms of Use are between you and us, and not with the Application Provider, and that we are responsible for the Services, not the Application Provider; (ii) the Application Provider has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the Application Provider is not responsible for addressing any claims you or any third party have relating to the Application; (iv) the Application Provider is a third party beneficiary of these Terms of Use as related to your use of the Application, and the Application Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your use of the Application against you; (v) in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, TopDoc, and not Application Provider, will be responsible for the investigation, defense, settlement, and discharge of any such infringement claim; and (vi) you are not located in a country subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties.  The foregoing terms apply to your use of all the Services, including the Application.

10. PAYMENT AND TRANSACTION PROCESSING

You may be permitted to use the Services to pay for Designated Provider Services (as defined in Section 10.2), other products or services provided by the applicable Healthcare Provider, and/or other payment obligations, including, for example, your insurance copayments.  In connection with such payments, we process your payment card information in accordance with our Privacy Policy.  TopDoc and/or its payment processing partner may collect from the applicable Healthcare Provider a transaction processing fee for our billing, collection and payment services (the “Transaction Processing Services”) performed in connection with such payment.  Please note that any payment terms presented to you in the process of using or signing up for a paid service or the Transaction Processing Services are deemed part of these Terms.

Certain Healthcare Providers may provide through the Services price information for their healthcare and related products and services (“Designated Provider Services”), and permit you to use the Services to pay for such Designated Provider Services.

Prior to scheduling an appointment for Designated Provider Services, please carefully review (a) the price information, and (b) all of the products and services that are included and excluded in each Designated Provider Service.  Healthcare Providers are required to provide the applicable Designated Provider Service at or below the price indicated at the time of scheduling (“Designated Price”), unless you separately agree otherwise.  Services in addition to or different from Designated Provider Services may be available, offered or rendered by Healthcare Providers.  You and your Healthcare Providers are responsible for agreeing to pricing for any additional or different services.  TOPDOC IS NOT RESPONSIBLE FOR YOUR OR ANY HEALTHCARE PROVIDER’S FAILURE TO AGREE TO PRICING FOR ANY ADDITIONAL OR DIFFERENT SERVICES.

Certain Healthcare Providers may permit you to use the Services to pay for all or a portion of your financial obligations under your insurance coverage and benefits (the “Insurance Payment Services”).

While we endeavor to provide accurate Insurance Content (for example, your copayment obligation), we make no guarantees and disclaim all warranties that the Insurance Content is correct.  You acknowledge that Insurance Content is provided by the insurance provider or via a third-party clearinghouse.  Please also keep in mind that (a) Insurance Content is constantly being updated (for example, to reflect amounts you may have paid earlier towards your deductible), (b) you are likely to receive an explanation of benefits (or similar document) from your insurance company after you receive your Healthcare Provider’s services, and (c) you may ultimately owe your Healthcare Provider more than the amount you paid through the Insurance Payment Services.

The transaction processing fee will not exceed the fair market value for the Transaction Processing Services provided by TopDoc and its payment processing partner.  Healthcare Providers may separately charge you for additional or different products or services.

You acknowledge and agree that:

1. you are responsible for and you will pay the Designated Price for the Designated Provider Services
2. charged through TopDoc by the applicable Healthcare Provider, as well as other amounts the applicable Healthcare Provider may charge through TopDoc for any additional or different services rendered during or related to the applicable appointment;
3. you remain responsible for paying all amounts required by law and/or contract (e.g., health plan agreement), including all cost-sharing obligations (such as, but not limited to, copayments, deductibles and other coinsurance obligations);
4. if you utilize our Transaction Processing Services, TopDoc may process your payment, and may do so in collaboration with our payment processing partner;
5. TopDoc is not responsible for any charges incurred for any products or services provided by Healthcare Provider, including any Designated Provider Service;
6. TopDoc is not responsible for any charges submitted for processing by Healthcare Providers;
7. in the event you dispute any fees chargeable or charged through TopDoc by a Healthcare Provider, you will resolve such dispute directly with the applicable Healthcare Provider;
8. if you utilize our Transaction Processing Services, you may be required to accept the terms of use and privacy policy of our payment processing partner with respect to Transaction Processing Services.  Currently, we use Stripe, Inc. as our payment processing partner.  You can access Stripe’s Terms of Services at https://stripe.com/us/checkout/legal; and
9. you will promptly review all charges processed through the Transaction Processing Services, and immediately notify TopDoc to the extent you have any questions, concerns or disputes; in no event may you raise any questions, concerns or disputes after twelve (12) months from the date of the applicable transaction; and

We are not responsible for any error by, or other acts or omissions of, the payment processor.  You further acknowledge and agree that neither TopDoc nor our payment processing partner will be responsible if either we or our payment processing partner are unable to complete a transaction for any reason, including but not limited to:

1. if you have not provided us with accurate, current and complete payment information;
2. if you do not have sufficient available funds or available credit to complete the transaction;
3. if you do not have an active payment card, or if we are unable to confirm your payment card information or your identity;
4. if your account with us, your account with our payment processing partner, your access to the Services, or your access to our payment processing partner’s services has been terminated or suspended for any reason;
5. if we or our payment processing partner have reason to believe that the requested transaction is unauthorized; or
6. if we terminate or suspend the services we provide to the applicable Healthcare Provider.

You will have the opportunity to submit feedback regarding your experiences with Healthcare Providers you find through the Services, to submit inquiries concerning possible medical needs, and to participate in the other interactive or community features of the Services (collectively, “Posted Information”).  It is important that you act responsibly when providing Posted Information.  Your Posted Information must comply with our Acceptable Use Policy, and your Healthcare Provider reviews must comply with our posted guidelines, as well as any internal policies we may develop and implement from time to time.  Please note that while TopDoc may moderate Posted Information (including but not limited to Healthcare Provider reviews) for compliance with the requirements in this paragraph, TopDoc does not endorse or confirm the accuracy of any statements made in such Posted Information; Posted Information reflects solely the views or opinions of the author, and not of TopDoc.

Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to Posted Information that is also your personally-identifiable information.

By posting Posted Information through the Services, you agree to and hereby grant, and you represent and warrant that you have the right to grant, to TopDoc and its affiliates, agents, and contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare derivative works of, incorporate into other works, and otherwise fully exploit such Posted Information.  You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.  You may not post Posted Information which is false or fraudulent, or which otherwise does not accurately represent your opinions and experiences.

You understand and agree that TopDoc, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your Posted Information to conform and adapt that Posted Information to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Posted Information is the sole responsibility of the person from whom such Posted Information originated and does not reflect the opinion of TopDoc.  TopDoc does not assume liability for Posted Information or for any claims, liabilities, or losses resulting from any Posted Information.

We also welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”).  You may submit Feedback by emailing us, reaching out to our social networking accounts, or by other means of communication.  Any Feedback you submit to us will be considered non-confidential and non-proprietary to you.  By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish such Feedback for any purpose, without compensation to you.

All of the Content is owned by us or our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties.  You acknowledge that the Services and any underlying technology or software used in connection with the Services contain TopDoc’s proprietary information.  We give you permission to use the Content for personal, non- commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services.  You may print, download, and store information from the Services for your own convenience, but you may not copy, distribute, republish (except as expressly permitted herein), sell, or exploit any of the Content, or exploit the Services in whole or in part, for any commercial gain or purpose whatsoever.  Except as expressly provided herein, neither TopDoc nor its suppliers grant you any express or implied rights, and all rights in the Services not expressly granted by TopDoc to you are retained by TopDoc.

We created TopDoc to improve patients’ healthcare experiences, and we want your experience with TopDoc to be exceptional.  While we work hard to make that happen, you acknowledge that we have no control over, and no duty to take any action regarding:  (a) which users gain access to the Services, (b) what Content you access, (c) what effect the Content may have on you, (d) how you may interpret or use the Content, or (e) what actions you may take as a result of having been exposed to the Content.  You release us from all liability for your use or inability to use any Content.  We and our licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives, and agents, and each of their respective successors and assigns (TopDoc and all such parties together, the “TopDoc Parties”) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services, and the TopDoc Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services.  We have no special relationship with or fiduciary duty to you.

WE (AND OUR LICENSORS AND SUPPLIERS) PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE CONTENT OR SERVICES.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING.  WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS.  WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING.  WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, TOPDOC MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION.  TOPDOC DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR TOPDOC ACCOUNT.  IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF:  (a) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO CREATE OR MAINTAIN A TOPDOC ACCOUNT FOR USE OF THE SERVICES, OR (b) $100; EXCEPT THAT, FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE TRANSACTION PROCESSING SERVICES, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY THEREOF REGARDLESS OF THE FORM OF ACTION EXCEED THE TOTAL AMOUNT OF TRANSACTION PROCESSING FEES, IF ANY, REMITTED TO AND RETAINED BY TOPDOC FOR PROVIDING TRANSACTION PROCESSING SERVICES FOR APPOINTMENTS MADE BY YOU IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE TOPDOC PARTIES BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES.  THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ANY SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE SERVICES, OR ANY MATTER BEYOND OUR REASONABLE CONTROL, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU SHALL AND HEREBY WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542 OR ANY SIMILAR LAW OF ANY JURISDICTION, WHICH SAYS IN SUBSTANCE THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

If you’re not using the Services in accordance with this Agreement, we reserve the right, if we determine it is best, to terminate, suspend and/or deactivate your TopDoc Account immediately, without notice, if there has been a violation of this Agreement, our Acceptable Use Policy, our Community Standards, or other policies and terms posted through the Services by you or by someone using your Credentials without authorization.  We may also terminate, suspend or deactivate your TopDoc Account for any other reason, including inactivity for an extended period.  TopDoc shall not be liable to you or any third party for any termination, suspension or deactivation of your access to the Services.  Further, you agree not to attempt to use the Services after any such termination, suspension or deactivation (except where deactivation is due solely to inactivity, and you are permitted to create another TopDoc Account).  Account termination may result in destruction of any content associated with your TopDoc Account.  Sections 1 - 6, 9 - 18, and any other provisions that, by their nature, should survive termination of these Terms of Use shall survive any termination or expiration of these Terms of Use.

TopDoc reserves the right to investigate and, at our discretion, take appropriate legal action against anyone who violates these Terms of Use, including without limitation, removing any offending communication from the Services, terminating the TopDoc Account of such violators, and or blocking your use of the Services.

Upon a request by us, you agree to defend, indemnify, and hold harmless the TopDoc Parties from all liabilities, claims, damages (actual and consequential), demands, and expenses, including reasonable attorney’s fees, that arise from or are related to (a) your use of the Services; or (b) the violation of this Agreement (including without limitation these Terms of Use, the Acceptable Use Policy, and Community Standards); or (c) the violation of any intellectual property or other right of any person or entity; or (d) by any person using your Credentials without authorization.  The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

We hope that we can work out any disagreements you might have with TopDoc.  But if there is a dispute that needs to be further resolved, that process will take place according to this section.  Please read the following ARBITRATION AGREEMENT carefully, because it requires you to arbitrate certain disputes and claims with TopDoc and limits the manner in which you can seek relief from TopDoc.  Both you and TopDoc acknowledge and agree that for the purpose of any dispute arising out of relating to the subject matter of these Terms of Use, TopDoc’s officers, directors, employees, and independent contractors (“Personnel”) are third-party beneficiaries of these Terms of Use, and that upon your acceptance of these Terms of Use, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary hereof.

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration.  If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York County, New York.  The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes.  The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules.  Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

The Rules will govern payment of all arbitration fees.  TopDoc will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars.  TopDoc will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Either you or TopDoc may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work.  Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any 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.

YOU AND TOPDOC WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.  You and TopDoc are instead choosing to have claims and disputes resolved by arbitration.  Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court.  In any litigation between you and TopDoc over whether to vacate or enforce an arbitration award, YOU AND TOPDOC WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.  CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor TopDoc is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address:  TopDoc, Attn:  Legal, 232 Mott Street, Unit 2, New York, NY 10012, postmarked within thirty (30) days of first accepting these Terms.  You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

If you send the opt-out notice in Section 17.6, and/or in any circumstances where the foregoing arbitration agreement permits either you or TopDoc to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and TopDoc agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, New York, or the federal district in which that county falls.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void.  This arbitration agreement will survive the termination of your relationship with TopDoc.

Your affirmative act of using the Services and/or creating a TopDoc Account constitutes your electronic signature to this Agreement, which includes our Privacy Policy, Acceptable Use Policy and Community Standards.  This Agreement and any other documents to be delivered in connection with the Services may be electronically signed, and any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

Please visit our Acceptable Use Policy to review our copyright dispute policy.

By voluntarily providing your cell phone number to TopDoc, you agree that TopDoc may contact you by telephone, SMS, or MMS messages to send you information that we think may be of interest to you at that phone number.

You hereby consent to receiving such communications for transactional, operational, or informational purposes, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from TopDoc.  You agree to indemnify and hold TopDoc harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

Message and data rates from your mobile telephone service provider may apply and are subject to the terms and conditions imposed by your provider.  You can opt out of receiving text messages at any time by adjusting your notification settings in your account or otherwise following the given instructions for doing so.  Note that opting out of receiving all texts may impact your use of the Services.

If you change or deactivate the phone number you provided to TopDoc, you have an affirmative obligation to update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive TopDoc’s standard SMS messages unless you also unsubscribe via the above procedures.

No action arising under or in connection with this Agreement, regardless of the form, may be brought by you more than one (1) year after the cause of action arose; actions brought thereafter are forever barred.

In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired.  Further, the invalid, illegal or unenforceable provision shall be replaced by a provision that comes closest to the intention of the parties that underlie the invalid, illegal or unenforceable provision, except to the extent no such provision is valid, legal and enforceable, in which case such invalid, illegal or unenforceable provision shall be limited or eliminated to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effect and enforceable.

This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the State of New York as applied to contracts made and to be performed entirely within New York without giving effect to the state’s conflicts of law statute.  This Agreement and all documents referenced herein were drafted in the English language and any translations thereof shall not be binding on either party to the extent they conflict with the English versions.

This Agreement and any supplemental terms, policies, rules and guidelines posted through the Services, each of which are incorporated herein by reference, including the Privacy Policy, the Acceptable Use Policy and the Community Standards, constitute the entire agreement between you and us and supersede all previous written or oral agreements.  The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.

We may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our business or any assets to another entity.  You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.

You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to create a TopDoc Account or use the Services on your own.  Those under the age of 13 may not use the Services.  If you are between the ages of 13 and 18 or the applicable legal age in your jurisdiction, you can use the Services only under the supervision of your parent or guardian who has agreed to these Terms of Use.  By using the Services on behalf of a minor child, you represent and warrant that you are the parent or legal guardian of such child, and that all references in these Terms of Use to “you” shall refer to such child or such other individual on whose behalf you have authorization to enter into these Terms of Use and you in your capacity as the parent or legal guardian of such child or as the authorized party of such individual.

If you do not qualify under these Terms of Use, you may not use the Services.  Use of the Services is void where prohibited by applicable law, and the right to access the Services is revoked in such jurisdictions.  By using the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use.  The Services are administered in the U.S. and intended for U.S. users only; any use outside of the U.S. or use related to activities outside of the U.S. is prohibited and at the user’s own risk.  Users are responsible for compliance with any local, state or federal laws applicable to their use of the Services.