Provider Online Terms Of Use

Last revised May, 2021

These terms and conditions of use (“Terms of Use”) apply to healthcare and content providers and govern your use of our online interfaces and properties (e.g., websites and mobile applications) owned and controlled by AZOVA Inc, (“Azova”), including the www.AZOVA.co and www.azovahealth.com and www.AZOVAShop.com and www.vaxigo.com websites (collectively, the “Sites”) and the services available to users through the Sites (“Services”). Your compliance with these Terms of Use is a condition to your use of the Sites. If you do not agree to be bound by the Terms of Use, promptly exit this Site. Please also consult our Privacy Policy for a description of our privacy practices and policies, including how we collect and handle your personal health information and financial information.

1. Ownership Of The Site

All pages within this Site and any material made available for download are the property of AZOVA, or its licensors or suppliers, as applicable. The Site is protected by United States and international copyright and trademark laws. The Contents of the Site, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Site (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by AZOVA. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, Content or other proprietary information (including; images, text, page layout, or form) of AZOVA without our express written consent.

2. CustomerS

To be a healthcare professional using the Site (“Customer”) you agree to comply with all laws, medical board rules and other rules and regulations applicable to you as a Customer or otherwise. Your relationship with the AZOVA users (including your patients) is directly between you and the patient. The patient will never have a physician-patient relationship with AZOVA. AZOVA does not practice medicine and offers no medical services. As set forth more fully in Section 10, Customer is solely responsible for all agreements, consents, notices and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Customer is solely responsible for all billings and collections from patients and other third parties, and AZOVA shall have no liability whatsoever to Customer with respect to any amounts owed by any patient or other consumer to Customer.

3. Medical Judgment and Indemnification

Customer will use the Site and Services only in accordance with applicable standards of good medical practice. Customer is fully and solely responsible for compliance with all medical practice rules, including state and federal laws, as well as prescribing rules. While software products such as the Site and Services can facilitate and improve the quality of service that Customer and its personnel offer to patients, many factors, including the provider/patient relationship can affect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. As a result of the complexities and uncertainties inherent in the patient care process, Customer agrees to defend, indemnify and hold AZOVA harmless from any claim by or on behalf of any patient of Customer or its personnel, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, or by any third party whatsoever (including state and federal agencies) which is brought against AZOVA, regardless of the cause if such claim arises for any reason whatsoever, out of the use or operation of the Site and Services. This indemnification includes Customer’s noncompliance with any and all insurance contracts or coverage, payment or reimbursement laws, rules and regulations. To the extent applicable, Customer will obtain AZOVA’s prior written consent to any settlement or judgment in which Customer agrees to any finding of fault of AZOVA or defect in the Site or Services. AZOVA will promptly notify Customer in writing of any claim subject to this indemnification, promptly provide Customer with the information reasonably required for the defense of the same, and grant to Customer exclusive control over its defense and settlement.

4. Electronic Communications

You consent to receive communications from us electronically. You agree that all agreements can be entered into and signed electronically in accordance with applicable law, and all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notice or other communications be in writing.

5. Site Access, Security and Restrictions; Passwords

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Site or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law. If you are under 18, you may use the AZOVA Services only with involvement of a parent or guardian.

You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

Violations of system or network security may result in civil or criminal liability. AZOVA will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.

In the event access to the Site or a portion thereof is limited requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas using only your user ID and password as provided to you by AZOVA. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Site may be revoked by AZOVA at any time with or without cause. You agree to defend, indemnify and hold AZOVA harmless from and against all third party claims, damages and expenses (including reasonable attorneys fees) against or incurred by AZOVA arising out of your breach of these Terms of Use or violation of applicable law, your use or access of the Site, or access by anyone accessing the Site using your user ID and password.

6. License And Access

Subject to your compliance with these Terms of Use and your payment of any applicable fees, AZOVA or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make use of the AZOVA Services. In the event you have entered into a separate Platform Subscription Agreement with AZOVA (the “Subscription Agreement”), the terms of the Subscription Agreement shall also apply to your use of the Site and the Services. In the event of a conflict between the Subscription Agreement and these Terms of Use, the terms of the Subscription Agreement shall prevail. All rights not expressly granted to you in these Terms of Use or any Service Terms are reserved and retained by AZOVA or its licensors, suppliers, publishers, rightsholders, or other content providers. No AZOVA Service, nor any part of any AZOVA Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose except as expressly authorized in writing by AZOVA. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of AZOVA without express written consent. You may not use any meta tags or any other “hidden text” utilizing AZOVA’s name or trademarks without the express written consent of Azova. You may not misuse the AZOVA Services. You may use the AZOVA Services only as permitted by law. Your access to the Site and Services and the licenses granted by AZOVA may be terminated by AZOVA if you do not comply with these Terms of Use.

7. Termination of Account by Customer

If you desire to terminate your account, please see the provisions and process in the Platform Subscription Agreement.

8. Accuracy and Integrity of Information

Although AZOVA attempts to ensure the integrity and accurateness of the Site, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Site and Content thereon. It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform AZOVA so that it can be corrected.

9. Export Policy and Restrictions

You acknowledge that the products and Content which are sold or licensed on the Site, which may include technology and software, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By purchasing, downloading or using technology or software from the Site, you agree to abide by the applicable laws, rules and regulations – including, but not limited to the Export Administration Act and the Arms Export Control Act – and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of the law. By purchasing any products, you agree that you will not use any products, or provide products to any person, who is forbidden from receiving the product under the Export Administration Regulations or any economic sanctions maintained by the U.S. Department of Treasury. U.S. antiboycott regulations, or U.S. economic sanctions, including the export and antiboycott restrictions found in the Export Administration Regulations or the sanctions regulations administered by the U.S. Office of Foreign Assets Control. You shall indemnify and hold harmless Azova from all claims, demands, damages, costs, fines, penalties, attorneys’ fees and all other expenses arising from your failure to comply with this provision and/or applicable export control, antiboycott, or economic sanctions laws and regulations.

10. Links to Other Sites

AZOVA makes no representations whatsoever about any other website that you may access through this Site. When you access a non-AZOVA site, please understand that it is independent from AZOVA, and that AZOVA has no control over the Content on that website. In addition, a link to a non-AZOVA website does not mean that AZOVA endorses or accepts any responsibility for the Content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

11. Customer Agreements and Other Content

If you submit, upload or post any agreements, contracts, consents, notices, advice, recommendations, comments, files, videos, images or other materials to us or our Site (“Customer Content”) or provide any Customer Content to patients or other consumers, you agree not to provide any Customer Content that (1) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. Customer is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers. You agree not to contact other users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to AZOVA that you have the legal right and authorization to upload all Customer Content at the Site. AZOVA shall have a royalty-free, irrevocable, transferable right and license to use the Customer Content however AZOVA desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such Customer Content and/or incorporate such Customer Content into any form, medium or technology throughout the world. AZOVA is and shall be under no obligation (1) to maintain any Customer Content in confidence; (2) to pay to you any compensation for any Customer Content; or (3) to respond to any Customer Content.

Customer acknowledges that although AZOVA will be maintaining patient medical information in the AZOVA system on behalf of Customer, AZOVA is not an electronic medical record system. Customer further acknowledges and agrees that it is Customer’s responsibility to request, obtain, or make him or herself be aware of, any medical information pertaining to individual patients that may be stored outside of the AZOVA platform when providing telemedicine services through AZOVA.

AZOVA does not regularly review Customer Content, but does reserve the right (but not the obligation) to monitor and edit or remove any Customer Content submitted to the Site. You grant AZOVA the right to use the name and any other information that you submit in connection with any Customer Content. To the extent that you upload biographical information, photographs, videos, or other information about yourself as Customer Content, you acknowledge that patients or other consumers will be able to view this information. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Customer Content. You agree to allow AZOVA to use your biographical information, and photographs and videos that you provide for its marketing and promotional purposes. You are and shall remain solely responsible for the content of any Customer Content you post to the Site or provide to patients or other consumers. AZOVA and its affiliates take no responsibility and assume no liability for any Customer Content submitted by you or any third party.

You agree to defend, indemnify and hold AZOVA harmless from and against all third party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by AZOVA arising out of any Customer Content you post or allow to be posted to the Site.

12. Claims of Copyright Infringement

We disclaim any responsibility or liability for copyrighted materials posted on our site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.

AZOVA respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA“), we will respond promptly to notices of alleged infringement that are reported to AZOVA Designated Copyright Agent, identified below.

Notices of Alleged Infringement for Content Made Available on the Site

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Site by sending us a notice (“Notice”) complying with the following requirements.

1. Identify the copyrighted works that you claim have been infringed.

2. Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found.

3. Provide your mailing address, telephone number, and, if available, email address.

4. Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our Copyright Agent:

144 S. Main St. Alpine, UT 84004

13. Disclaimer of Warranties

AZOVA does not warrant that access to or use of the site will be uninterrupted or error-free or that defects in the Site will be corrected. This Site, including any content or information contained within it or any Site-related service, is provided “as is,” with all faults, with no representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, quality of information, quiet enjoyment, and title/non-infringement. AZOVA does not warrant the accuracy, completeness or timeliness of the information obtained through the site.

You assume total responsibility and risk for your use of this Site, Site-related Services, and linked websites. AZOVA does not warrant that files available for download will be free of viruses, worms, trojan horses or other destructive programming. You are responsible for implementing procedures sufficient to satisfy your needs for data back up and security.

Warranties relating to products or services offered, sold and distributed by AZOVA are subject to separate warranty Terms and Conditions, if any, provided with or in connection with the applicable products or Services.

14. No Provision of Advice or Services

As part of the Services, AZOVA provides a platform for Customer to communicate with consumers, potential consumers, patients, and potential patients. AZOVA does not provide any medical advice, legal advice, or representations in any way regarding any legal or medical issues associated with Customer, goods or services offered by Customer, including but not limited any compliance obligations or steps necessary to comply with any state or federal laws and regulations. Customer should seek legal counsel regarding any legal and compliance issues, and should not rely on any materials or content associated with the Services in determining Customer’s compliance obligations under law. Customer and AZOVA agree that AZOVA is not providing, to Customer or anyone else, medical advice or legal advice

15. Limitation of Liability Regarding Use of Site

AZOVA and any third parties mentioned on this Site are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damages whatsoever (including, without limitation, those resulting from lost profits, lost data, or business interruption) arising out of or relating in any way to the Site, Site-related Services, content or information contained within the Site, and/or any linked website, whether based on warranty, contract, tort, or any other legal theory and whether or not advised of the possibility of such damages. Your sole remedy for dissatisfaction with the Site, Site-related Services, and/or linked websites is to stop using the Site and/or those Services. To the extent any aspects of the foregoing limitations of liability are not enforceable, the maximum liability of AZOVA to you with respect to your use of this Site is $500 (five hundred dollars).

16. Revisions; General

AZOVA reserves the right, in its sole discretion, to terminate your access to all or part of this Site, with or without cause, and with or without notice. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between AZOVA and you pertaining to the subject matter hereof. In its sole discretion, AZOVA may from time-to-time revise these Terms of Use by updating this posting. You should, therefore, periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within this Site.

17. Authorization

clicking on the “Agree” or “Accept” or a similar button at the end of this Agreement, or authorizing any other person to do so, you are representing to Azova that you are (i) authorized to bind the Customer; and (ii) agreeing on behalf of the Customer that the terms of this Agreement shall govern the relationship of the parties with regard to the subject matter in this Agreement and are waiving any rights, to maximum extent permitted by applicable law, to any claim anywhere in the world concerning the enforceability or validity of this Agreement. If you do not have authority to agree to the terms of this Agreement on behalf of the Customer, or do not accept the terms of this Agreement on behalf of the Customer, click on the “Cancel” or “Decline” or other similar button at the end of this Agreement and/or immediately cease any further attempt to use this Service. AZOVA reserves the right to change or modify the terms and conditions set forth herein at any time and in its sole discretion. Any changes to the “Terms of Use” will be effective immediately upon posting them to the sites and you waive any right you may have to receive specific notice of such modifications. Your continued use of the Services will confirm your acceptance of such changes or modifications. If you do not agree to the amended terms, you must stop using the Services.