Terms and Conditions of Services
Last Updated on July 1, 2017
These Terms and Condition of Services (the “Terms” or “Agreement”) govern the relationship between Intima, LLC (“Intima”, “We” or “Us”) and you, the Client, in accessing or otherwise using our Service (defined below). These Terms constitute a legally binding agreement between you and Intima. The terms explain how you are permitted to use the services provided by and the website located at www.intimahealth.com (as well as all associated sites linked to www.intimahealth.com by Intima, its subsidiaries and affiliated companies) (collectively, the “Site”). Unless otherwise specified, all references to “Site” include any software that Intima provides to you that allows you to access the Site from a mobile device (a “Mobile Application”).
Intima provides a technology platform and infrastructure to connect individuals with sex health professionals in real time via live streaming video and/or telephone for the purpose of providing sex health education and sex therapy. Our online platform (a) allows customers (the “Clients”) and certified sex health professionals (the “Professionals”) who are authorized to access and use the Site to interact online for the purpose of receiving and providing sex health education services related to the Client; and (b) provides Professionals with certain management tools including, but not limited to, scheduling, messaging, note taking, and record keeping tools in addition to other features that support the provision of sex health education services ((a) and (b) together, the “Service”). Each Professional is required to obtain a Client’s informed consent prior to communicating with or otherwise engaging the Client through the Service for the purpose of providing sex health education.
Intima does not provide medical care, practice medicine, or otherwise practice any other licensed profession. While the Services may provide access to certain general medical information, and also allow you to communicate with Professionals, the Services we provide are not intended to provide medical advice, mental health services, or other professional services. We advise seeking the advice of a physician or other qualified healthcare provider with any questions regarding personal health or medical conditions. Never disregard, avoid, or delay in obtaining medical advice from a doctor or other qualified healthcare provider because of something posted on the Site. If you have or suspect that you have a medical problem or condition, please contact a qualified healthcare professional immediately. Intima’s Site and the Services are NOT for medical emergencies or urgent situations. You should not disregard of delay seeking medical advice based on anything that appears on Intima’s Site. IF YOU THINK YOU HAVE ANY EMERGENCY, CALL 911, IMMEDIATELY.
2. Acceptance of this Agreement; Restrictions on Acceptance
(a) Acceptance. When you access or otherwise make use of the Service and/or Site, or by clicking a button or a box indicating that you have read and agree to the Terms, you acknowledge, agree to, and are bound by, the terms and conditions of this Agreement. If you do not agree to be bound by this Agreement, do not continue to access or otherwise make use of the Service. Please note that certain uses of the Service may be subject to separate agreements that will be provided to you prior to such use.
(b) Restrictions on Acceptance. When you access or otherwise make use of the Services you acknowledge and agree that:
you have read and understood all of the provisions, terms and conditions set forth in this Agreement;
you will be bound by all of the provisions, terms and conditions set forth in this Agreement;
you are at least eighteen (18) years of age;
you have a valid email address;
you are a resident of one of the fifty (50) states of the United States, or a resident of Washington D.C., and have a valid mailing address confirming the same; and
this Agreement is the legal equivalent of a signed, written contract between you and Intima.
3. Ownership of Intellectual Property Rights
You acknowledge and agree that, except as otherwise expressly stated, all text, pictures, graphics, logos, button items, images, works of authorship, and other content (collectively with all information and material about Intima or the Service, “Content”) appearing on your Account or the Service is the copyrighted work of Intima or its third party content suppliers and is protected by U.S. and international copyright, trademark, and other laws. We own or have the license to use all of the intellectual property rights relating to the Content, including, without limitation, all intellectual property rights protected as patent pending or patented inventions, trade secrets, copyrights, trademarks, service marks, trade dress, or proprietary or confidential information, whether or not they happened to be registered. You will not acquire any intellectual property rights in Intima by your use of the Service. You only hold a non-exclusive, non-transferable, non-sublicensable license to use this information through the Service.
Subject to your compliance with this Agreement, Intima hereby grants you a limited license to access and make use of the Service, but not to download (other than page caching or downloading of PDF forms, statements, etc. provided as part of the Service) or modify the Service, or any portion of thereof. The Service also contains the Content, and the license granted in this Section does not include any resale or commercial use of the Service or the Content; any derivative use of the Service or the Content; or any use of data mining, robots, or similar data gathering and extraction tools. The Service or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Intima. 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 Intima without, Intima’s express written consent. You may not use any meta-tags or any other “hidden text” utilizing any of Intima’s name(s) or service marks without the express written consent of their owners. We (or the respective third party owners of Content) retain all right, title, and interest in the Service and any Content offered on these Service, including any and all intellectual property rights. Any software applications available on or through the Service are licensed, not sold, to you. Intima may assign this Agreement or any part hereof, without restrictions. You may not assign this Agreement or any part hereof, nor transfer or sub-license your rights under this Agreement, to any third party. We (or the respective third party owners of Content) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by Intima. Unless otherwise expressly agreed in writing by Intima, the Service is only permitted to be used within the United States of America.
5. Fees and Payment
Your license to use the Service is contingent upon payment of all required fees, with such payments to be made within the required time periods as set forth during the Account registration process. If any charges or fees are not promptly received from Client following any notice from Intima, Intima may suspend access to the Service until past due charges are paid.
- Client will register/create an account, and put a credit card on file with the gateway. The card will be debited/billed 24 hours before the Client’s scheduled appointment or upon initiation of an Instant Session. Clients will also be billed if they choose to send in-app messages to a Coach.
- Coaches will register/create an account, and put a credit card on file and a bank routing/account number with the gateway. The card will be debited/billed for the annual registration fee, as well as for missing scheduled live sessions. The Coach must also input a routing number and bank account through which they can be paid for sessions and messaging. After a Coach account has been approved and activated, and a Coach decides to change their hourly rate, the System will NOT activate the change until an Intima Admin approves the rate change. (This policy is stated in the Terms of Service Agreement for the Coach.) Within 24 hours of initiating a rate change, a notification will be sent to the Coach informing them of the approval.
- Intima will maintain an earning margin of 20% for all in-app message fees collected, as well as 20% of the current, set hourly rate for all Live Session fees collected.
BILLING TIMING: If a Client books a Session within the same business day, either earlier in the day before the Session or immediately before a Session using the Instant Session process, their credit card will be authorized. This will allow time for their credit card to be authorized before the Live Session begins, as well as make any payment correction should the credit card be declined for any reason. DECLINED CREDIT CARD: If their card is declined at the time it is authorized, a notification will say, "INTIMA: We were unable to process your payment. Please update your payment information." The client has 24 hours from the time of notification to update their payment information before the Session is cancelled. If their card is declined and they do not correct the matter as prompted, the Session will not be booked.
COACH MISSES A SESSION: If a Coach fails to join a Live Session within 2 minutes of the scheduled time, the Live Session will be cancelled, and the coach will be charged $25 or 20% of their current hourly rate by Intima, whichever is greater. They will also be liable for any and all transaction fees to the merchant associated with the cancelled Session. The Client funds for the full amount of the session will be released and not captured.
CLIENT MISSES A SESSION: If a Client misses a scheduled Session for whatever reason, they will be charged the full fee for the Session based on that Coach's hourly rate and the length of time for which the Session was scheduled. If, however, a Client properly cancels a scheduled Session 24 hours or more BEFORE the Session start time, they will NOT be charged. If they cancel LESS THAN 24 hours before the Session start time, they will be charged for the full Session fee as described.
CLIENT JOINS THEIR SESSION LATE: As all Sessions are pre-authorized, the Client will be billed for the full Session no matter when they join during the scheduled time. NOTE: The Coach must be logged into the system and remain "available" throughout the scheduled Session to meet with the Client no matter when the Client joins. The Session Countdown clock will begin running at the designated start time, and will not adjust to compensate for the time the Client missed.
COACH JOINS THEIR SESSION LATE: If a Coach fails to join a Live Session within 2 minutes of the scheduled time, the Live Session will be cancelled, and the coach will be charged $25 or 20% of their current hourly rate by Intima, whichever is greater. They will also be liable for any and all transaction fees to the merchant associated with the cancelled Session. The Client funds for the full amount of the session will be released and not captured.
COACH ENDS SESSION BEFORE TIME: If a Coach accidentally terminates a Live Session BEFORE the officially scheduled time has expired (lost signal, dead battery, dropped phone, power outage, computer crash, etc.), the coach will be able to reenter session until the session time has expired. If, however, a Session is purposely cancelled by the Coach before the officially scheduled time has expired, and Intima Administration deems the reason "justifiable” (ex. harassment, abuse), the Client will be charged the entire fee for the Session.
CLIENT ENDS SESSION BEFORE TIME: If a Client accidentally terminates their Live Session before the Session is officially scheduled to expire they will still be able to re-enter the session as long as the session time has not expired. If they decided to terminate the session early, they will be charged for the entire Session according to the Coach's hourly billing rate.
CLIENT-CAUSED SESSION INTERRUPTION: If a Session is interrupted for any reason (lost signal, dead battery, dropped and broken phone, etc.), they may attempt to rejoin the Live Session, however, regardless of their ability to do so, the Client will be billed for the entire Session scheduled.
NEW COACH FIRST TIME BILLING: Upon completion of the registration process and approval of their credentials, their credit card will be billed for the Registration fee. If their card is declined for any reason, a pop up will say, "We were unable to process your payment. Please update your payment information.”
DIVISION OF FEES:
SESSION - HOURLY RATE: When a Coach sets up their account, they will be allowed to set their hourly rate (pending approval by Intima Administration) starting at a minimum of $75.00 per hour. Thereafter, a Coach may increase or decrease their hourly rate at will, but Intima Administration must approve all rate changes before they take effect (approval given within 24 hours). Intima will earn 20% of the set HOURLY Session rate determined by the Coach. Payment to Coaches will be batched and distributed weekly.
CLIENT-SENT IN-APP MESSAGES: The System will allow a Coach and Client to correspond through in-app messaging. The Client will be billed at a rate of 7% of the Coach's set hourly Live Session rate per message. Intima will maintain an earning margin of 20% of the total fee charged for each in-app message regardless of length.
Intima wishes for every customer to be satisfied with their experience. Since the coaches are simply users of our software, as the software provider we cannot guarantee the outcome of your session. As such, there are no refunds. Clients are encouraged to leave feedback and ratings for the various coaches. If you experience technical problems that are not created by the Coach or user which cause you not to fully complete your session, you are welcome to contact customer service and we will handle those issues on a case by case basis.
Intima reserves the right to change, modify, supplement, or update this Agreement (each such change, modification or supplement, an “Amendment”), from time to time upon notice by posting such Amendment on the Site. We encourage you to periodically visit this Agreement to check for any Amendments. In the event that an Amendment to this Agreement materially modifies your rights or obligations, we will take commercially reasonable measures to notify you of such Amendment in advance, which may include posting notices on the website or sending notices to you at your email address. You acknowledge and agree that you will be bound by any such Amendment if you continue to access or use the Site or Service after such Amendment is posted. Unless otherwise indicated, any new Service added to the Site will also be subject to this Agreement effective upon the date of any such addition.
8. Medical Advice
Only the audiovisual telecommunication platform portion of the Service may be used to communicate information regarding professional medical or healthcare services and treatment. Accordingly, neither Clients nor Professionals should request, send or receive any information related to professional medical or healthcare services through any portion of the Service except the audiovisual telecommunication platform. No other Service features should be used to convey professional medical services, advice, treatment or any other confidential information. Intima does not provide medical advice, and any information contained on the Site is not and should not be considered medical advice. Intima makes and you receive no representation or warranty with respect to any professional medical services, advice, treatment, or recommendations rendered by a Professional in connection with your use of the Site or Service, and Intima does not endorse or advocate any professional medical services so rendered or treatment method so prescribed.
9. Eligibility Requirements to Access Professionals Portions of the Site
You agree to promptly pay all fees and charges for your Service, and you authorize us to automatically deduct all applicable charges and fees from the payment account(s) that you designate in your Intima Client Profile. You agree to provide a current, up-to-date email address to us at all time in order to access the Site.
10. Registered Client Accounts
In order to access and make use of the Service you must register and create an Intima Account (“Account”). When you register you will be required to provide certain Personal Information in order to create your Account and use the Service and such information may include your name, your date of birth, your home or other physical address, your email address, your telephone number, your Client name, the name of your Professionals (collectively, “Client Information”). By registering your Account, you acknowledge and agree that your Personal Information and Client Information may be used as may be necessary for us to provide the Service to you.
When you register, you must choose a Client name and a password. You are responsible for safeguarding and maintaining the confidentiality of your password and you agree not to disclose your password to any third party. You will be solely responsible for any activities or actions taken under your Account, whether or not you have authorized such activities or actions. You must notify us immediately if you know or suspect that there has been any unauthorized use of your password or any unauthorized access to your Account.
You further agree to promptly update all your Client Information whenever the Client Information provided to us by you is found to be in error or becomes inaccurate. We are not responsible for any Service-related issues or errors arising from your failure to submit or maintain current and accurate Client Information. If we determine that you have failed to submit or maintain current and accurate Client Information, we may temporarily suspend or terminate your access to your Account, the Site or the Service.
11. Professional Profiles
Professionals are solely and exclusively responsible for any content or information displayed on or published to their respective profiles, and Intima expressly disclaims any and all liability for the content of the Professionals profiles, including, without limitation, the accuracy or reliability of any information contained therein.
12. Client Profile
13. Disclosure and Consent to Electronic Communications
(a) Consent to Electronic Communications. When you accept these Terms, you acknowledge that Intima may provide certain information, including information regarding your use of the Service and Intima Account (“Communications”), to you electronically through email, the Service, the Intima Account unless and until you withdraw your consent or “opt out” as described below. You understand that the communications referenced in this section may include SMS text messages to which you give your express consent to receive SMS text messages for this purpose. You agree that all agreements, notices, disclosures and other Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing. You further agree that any Communications provided by us electronically are deemed to be given and received on the date we transmit any such Communication as described in this Agreement. The categories of Communications that may be provided by electronic means include:
any Amendments to this Agreement;
disclosures or notices provided in connection with the Service, including any such notice required by Applicable Law;
any statements or information concerning your Account;
any customer service communications, including communications with respect to claims of error or unauthorized use of your Account, the Service; and
any other communication related to the Service.
Although Intima reserves the right to provide Communications in paper format at any time, you agree that Intima is under no obligation to do so unless you first notify us, in writing, of your request to receive further communications in a paper format and your decision to opt out of receiving Communications. All Communications in either electronic or paper format will be considered to be “in writing.” You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to enter into this Agreement electronically, you may not use your Intima Account, the Site or the Service.
(b) Timing of Communications. Any electronic Communications will be deemed to have been received by you no later than five (5) business days after Intima sends it to you by email or posts such Communication through the Service, whether or not you have received the email or retrieved the Communication from the Service. An electronic Communication by email is considered to be sent at the time that it is directed by Intima's email server to your email address. You agree that these are reasonable procedures for sending and receiving electronic Communications.
(c) Updated Client Information. You understand and agree that if Intima sends you an electronic Communication, but you do not receive it because the email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive such electronic Communications, Intima will be deemed to have provided the Communication to you.
(d) System Specifications. In order to access, view, and retain electronic Communications that Intima provides to you, you must have access to: (i) a computer with an Internet connection; (ii) a current or previous major release version (up to the second most recent version) of either Firefox, Internet Explorer, Chrome, or Safari with cookies enabled and Adobe Acrobat Reader to open documents in “.pdf” format; (iii) sufficient electronic storage capacity on your computer's hard drive or other data storage unit to save past Communications and/or an installed printer to print them; and (iv) an email account with an Internet service provider and email software. Your access to this page through your device verifies that your device meets these requirements.
(e) Reservation of Rights. Intima reserves the right, in its sole discretion, to discontinue the provision of electronic Communications to you, or to terminate or change the terms and conditions under which Intima provides electronic Communications. Intima will provide you with notice of any such termination or change as may be required by Applicable Law.
14. Provisions for Mobile Applications
Intima may make available Mobile Applications to access the Site via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. Intima does not warrant that the Mobile Application will be compatible with your mobile device. Intima hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that Intima may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and Intima and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.
The following additional terms and conditions apply with respect to any Mobile Application that Intima provides to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):
You acknowledge that these Terms are between you and Intima only, and not with Apple, Inc. (“Apple”).
Your use of Intima’s iOS App must comply with Apple’s then-current App Store Terms of Service.
Intima, and not Apple, are solely responsible for our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
You agree that Intima, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
You agree that Intima, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of Intima’s iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.
The following additional terms and conditions apply with respect to any Mobile Application that Intima provides to you designed for use on an Android-powered mobile device (an “Android App”):
You acknowledge that these Terms are between you and Intima only, and not with Google, Inc. (“Google”).
Your use of Intima’s Android App must comply with Google’s then-current Android Market Terms of Service.
Google is only a provider of the Android Market where you obtained the Android App. Intima, and not Google, are solely responsible for Intima’s Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to Intima’s Android App or these Terms.
You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Intima’s Android App.
15. Use of the Service by Children Prohibited
Clients under the age of eighteen (18) years old are prohibited from using the Service.
16. Restrictions on Conduct
The services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service. Any violation of these restrictions may result in immediate barring from the use of the services and/or further actions in the sole discretion of Intima, including the cooperation with the appropriate legal authorities into any investigation and prosecution of your actions.
In addition, without limitation, you agree that you will not do any of the following while using or accessing the Service: (a) transmit or upload any information for which you don’t have the right to transmit, publish, copy, upload, or disseminate; (b) upload, post, email or otherwise transmit any Content that infringes on the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (c) use the Service to collect or store personal data about other Clients without their express permission; (d) knowingly include or use any false or inaccurate information in any profile; (e) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitation, as well as viruses or other computer code that may interrupt, destroy, limit the functionality of the Service, or interfere with the access of any other Client to the Service; (f) circumvent, disable, or otherwise interfere with security-related features of the services or features that prevent or restrict use or copying of any Content; (g) use any meta tags or other hidden text or metadata utilizing a Intima name, trademark, URL or product name; (h) attempt to probe, scan or test the vulnerability of any Intima system or network or breach or impair or circumvent any security or authentication measures protecting the Service; (i) attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the services; (j) use the services in any way that competes with Intima, including, without limitation, pretexting or misrepresenting one’s identity or posing as a current or prospective patient in order to solicit or recruit Professionals, directly or indirectly; or (k) encourage or instruct any other person or entity to do any of the foregoing.
When using the Site and/or the Services, you agree not to:
Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Use racially, ethnically, or otherwise offensive language.
Discuss or incite illegal activity.
Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
Post anything that exploits children or minors or that depicts cruelty to animals.
Post any copyrighted or trademarked materials without the express permission from the owner.
Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
Use any robot, spider, scraper or other automated means to access the Site.
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
Alter the opinions or comments posted by others on this Site.
Post anything contrary to our public image, goodwill or reputation.
This list of prohibitions provides examples and is not complete or exclusive. Intima reserves the right to (a) terminate access to your account, your ability to post to this Site and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that Intima determines is inappropriate or disruptive to this Site or to any other user of this Site. Intima may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Intima’s discretion, Intima will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
17. Term and Termination
(a) Term. This Agreement shall commence on the date you first make use of the Service and will remain in effect until either you or Intima terminates this Agreement (the “Term”).
(b) Termination Rights of Intima. Intima reserves the right to change the Service or any Content we offer at any time without notice. We may, in our sole discretion, and without prior notice to you, terminate this Agreement at any time and for any reason.
(c) Your Termination Rights. You may terminate your Account at any time and for any reason by sending Intima written notice at the contact information provided herein. Any cancellation request will be handled within thirty (30) days of receipt of such a request by Intima.
(d) Effects of Termination. Upon any termination for cause by Intima due to Client’s breach, Client shall forfeit any and all prepaid or pro rata fees paid by Client to Intima. Upon any termination for cause by Client due to Intima’s breach, Intima shall refund Client any prepaid fees, at a pro-rated value, covering the remainder of the use of the Service after the effective date of termination. Upon any termination by you, your Account will no longer be accessible. After termination, Intima will have no further obligation to provide the Service, except to the extent we are obligated to provide you with access to your health records or Professionals are required to provide you with continuing care under their applicable legal, ethical and professional obligations to you. Upon termination of your right to use our Site or Service or our termination or discontinuation of the Site or Service, all licenses and other rights granted to you by these Terms will immediately terminate.
18. Third-Party Websites; Advertisements
Links to third-party websites or resources and advertisements from third parties may be available and visible through the Service. Intima is not responsible or liable for the availability or accuracy of, and Intima does not endorse, sponsor, or recommend such websites, resources, or third-party advertisements or the content, products, or services on or available through such websites, resources, or third-party advertisements. When we make available such third-party links, resources, and advertisements through the Service, you must look solely to the third party with respect to the content, products, or services they provide. We do not endorse and are not responsible or liable for any of the content, products, or services provided or advertised by others, or for any losses arising out of or relating to the websites or resources of third parties.
20. Disclaimer of Warranties
Your use of the Service and Content is at your own risk. The Service and Content, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. INTIMA AND ITS LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, ANY: (1) WARRANTIES THAT THE SITE AND SERVICE WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SITE, THE CONTENT OR THE SERVICE; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICE; AND (5) WARRANTIES THAT YOUR USE OF THE SITE OR SERVICE WILL BE SECURE OR UNINTERRUPTED; VIRUS-FREE OR ERROR-FREE.
21. Intima Indemnification
Intima indemnifies, defends, and holds Client harmless from and against any claims, actions, or demands alleging that the provision or use of the Service infringes any United States patent or copyright right of a third party. If use of the Service is permanently enjoined for any reason, Intima, at Intima’s option, and in its sole discretion, may (a) modify the Service so as to avoid infringement; (b) procure the right for Client to continue to use and reproduce the Service and Documentation; or (c) terminate this Agreement and refund to Client all license fees paid Intima. Intima shall have no obligation under this Section for or with respect to claims, actions, or demands alleging infringement that arise as a result of (a) the combination of non-infringing items supplied by Intima with any items not supplied by Intima; (b) modification of the Service or Documentation by Client or by Intima in compliance with Client’s designs, specifications, or instructions; (c) the direct or contributory infringement of any process patent by Client through the use of the Service; and (d) continued allegedly infringing activity by Client after Client has been notified of the possible infringement.
22. Client Indemnification
23. Condition to Indemnification
Should any claim subject to indemnity be made against Intima or Client, the party against whom the claim is made agrees to provide the other party with prompt written notice of the claim. Intima will control the defense and settlement of any claim under Section 21(a) and Client will control the defense and settlement of any claim under Section 21(b). The indemnified party agrees to cooperate with the indemnifying party and provide reasonable assistance in the defense and settlement of such claim. The indemnifying party is not responsible for any costs incurred or compromise made by the indemnified party unless the indemnifying party has given prior written consent to the cost or compromise.
24. Limitation of Liability
IN NO EVENT WILL INTIMA, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, NOR ANY OF ITS AFFILIATES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, OR THE CONTENT, WHETHER IN CONTRACT OR TORT, OR WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT INTIMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTHING HEREIN SHALL LIMIT THE POTENTIAL PROFESSIONAL LIABILITY OF ANY PROFESSIONAL THAT MAKE USE OF THE SERVICE OR THE POTENTIAL PROFESSIONAL LIABILITY ARISING FROM OR RELATED TO PROFESSIONAL MEDICAL OR MENTAL HEALTH SERVICES, ADVICE, DIAGNOSIS, OR TREATMENT THAT SUCH PROVIDERS AND HEALTHCARE PROFESSIONALS PROVIDE TO ANY CLIENT IN CONNECTION WITH THIS AGREEMENT, EXCEPT AS PROVIDED UNDER APPLICABLE STATE LAWS. IN NO EVENT SHALL INTIMA BE LIABLE FOR THE DISCLOSURE OF ANY CLIENT’S CONFIDENTIAL INFORMATION BY A PROFESSIONAL FROM WHOM A CLIENT HAS RECEIVED PROFESSIONAL MEDICAL OR MENTAL HEALTH SERVICES. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF INTIMA OR INTIMA’S LICENSORS OR AFFILIATES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU INTIMA FOR USE OF THE SERVICE IN THE ONE (1) MONTH PRIOR TO THE OCCURRENCE OF THE CLAIM GIVING RISE TO SUCH LIABILITY. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES OR THE CONTENT OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.
YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO INTIMA AND ITS SERVICES OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICES CAUSED BY YOU OR ANY PERSON USING YOUR USER NAME OR PASSWORD. INTIMA DOES NOT ASSUME ANY LIABILITY ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR MISUSE OF ANY OF THE ADVICE, IDEAS, INFORMATION, INSTRUCTIONS, OR GUIDELINES
ACCESSED THROUGH THE SERVICES.
25. Entire Agreement
These Terms constitute the entire agreement between you and us relating to our Service and the Content, replacing any prior or contemporaneous agreements, whether written or oral, unless you have signed a separate written agreement with us relating to our Service or the Content. If there is any conflict between the Terms and a separate signed written agreement between you and us relating to our Service, the Site, or the Content, the signed written agreement will control. Our licensors may be entitled to enforce this Agreement as third-party beneficiaries. There are no other third-party beneficiaries to this Agreement.
26. No Waiver
The failure by you or us to enforce any provision of these Terms will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of these Terms is invalid or unenforceable, then the invalid or unenforceable provision shall be removed from these Terms or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of the Terms shall continue to be valid and enforceable. Nothing contained in these Terms shall limit the ability of a party to seek an injunction or other equitable relief without posting any bond. The titles of the Sections of the Terms are for convenience only and shall have no legal or contractual effect.
27. Dispute Resolution
Except as otherwise stated herein, on the written notice of either party requesting application of this Section, all claims and disputes arising out of or relating to these Terms shall be mediated by a mediator to be selected by mutual agreement of the parties. In the event the parties cannot agree on a mediator within fifteen (15) days of the receipt by either of written notice of the other requesting application of this Section 27, then each party shall designate a party within fifteen (15) days thereof by written notice to the other. Within fifteen (15) days thereof, the two parties selected then shall mutually designate a mediator for mediation of the dispute. The mediation shall continue from time to time until the dispute is resolved or the mediator has made a determination in writing that the dispute cannot be resolved through mediation and arbitration is recommended, provided that mediation may be terminated by either party upon fifteen (15) days’ notice given at any time on or after the sixty-first (61st) day after notice requesting application of this Section 27. The mediator shall recommend one or more arbitrators to the parties.
28. Governing Law and Forum for Disputes
THESE TERMS AND OUR RELATIONSHIP WITH YOU SHALL BE GOVERNED BY THE LAWS OF THE STATE OF UTAH, EXCLUDING ITS CHOICE OF LAWS RULES. YOU AND INTIMA EACH IRREVOCABLY AGREES THAT THE EXCLUSIVE VENUE FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, SHALL BE THE U.S. DISTRICT COURT FOR THE CENTRAL DISTRICT OF UTAH, OR THE STATE COURTS LOCATED IN SALT LAKE COUNTY, UTAH. YOU AND INTIMA EACH IRREVOCABLY CONSENTS TO THE PERSONAL JURISDICTION OF THESE COURTS AND WAIVES ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION BY THESE COURTS AND TO THIS VENUE. NOTWITHSTANDING THE FOREGOING, HOWEVER, YOU AND INTIMA AGREE THAT INTIMA MAY COMMENCE AND MAINTAIN AN ACTION OR PROCEEDING SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION.
29. Contact Us
If you have any questions about this Agreement, please contact us as described on the phone number, email address, or mailing address provided below. We will attempt to respond to your questions or concerns promptly after we receive them.
31. Operational Functionality
Intima reserves complete and sole discretion with respect to the operation of the Services. Intima may, among other things withdraw, suspend or discontinue any functionality or feature of the Services. Intima is not responsible for transmission errors or corruption or compromise of information carried over local or interchange telecommunications carriers. Intima is not responsible for maintaining information arising from use of the Site or in respect of the Services. Subject to applicable law, Intima reserves the right to maintain, delete or destroy all communications and information posted or uploaded to the Site or in connection with the Services in accordance with its internal record retention and/or destruction policies.
34. Service Reliability and Warranties.
Intima makes no warranty that the Services will meet your requirements, or that the Service(s) will be uninterrupted, timely, 100% secure, or error free, or that defects, if any, will be corrected, including loss of data resulting from delays, and any service interruption caused by Intima employees. Intima is not responsible for transmission errors or corruption or compromise of data carried over local or interchange telecommunication carriers.
Intima will take commercially reasonable precautions to protect against failure of our equipment and software. The Customer acknowledges and agrees that temporary interruptions in service may occur, and that Intima shall have no liability for any claim, cost, charge, loss or expense arising from or relating to use of the Services. The Customer acknowledges and agrees that data may be lost or corrupted in connection with use of the Services. Intima may perform regular back-ups of all data stored, but shall have no liability to Customer in the event all data is lost or destroyed. Customer acknowledges and agrees that in the event restoration of data from backup is necessary, it may take several days to complete such restoration of data and resume operation of the Services.
HIPAA PRIVACY STATEMENT
NOTICE OF PROTECTED HEALTH INFORMATION PRIVACY PRACTICES OF INTIMA HEALTH, LLC. THIS NOTICE DESCRIBES HOW MEDICAL INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY.
If you have any questions or requests, please contact Intima Health directly.
A. We Have A Legal Duty to Protect Health Information About You
We are required by law to protect the privacy of health information about you and that can be identified with you, which we call “protected health information,” or “PHI” for short. We must give you notice of our legal duties and privacy practices concerning PHI:
We must protect PHI that we have created or received about: your past, present, or future health condition; health care we provide to you; or payment for your health care.
We must notify you about how we protect PHI about you.
We must explain how, when and why we use and/or disclose PHI about you.
We may only use and/or disclose PHI as we have described in this Notice.
This Notice describes the types of uses and disclosures that we may make and gives you some examples. In addition, we may make other uses and disclosures which occur as a byproduct of the permitted uses and disclosures described in this Notice.
If we participate in an “organized health care arrangement” (defined in subsection B.3 below), the providers participating in the “organized health care arrangement” will share PHI with each other, as necessary to carry out treatment, payment or health care operations (defined below) relating to the “organized health care arrangement”.
We are required to follow the procedures in this Notice. We reserve the right to change the terms of this Notice and to make new notice provisions effective for all PHI that we maintain by first:
Posting the revised notice on our website online; and
Making copies of the revised notice available for download through copying and pasting this information.
B. We May Use and Disclose PHI About You Without Your Authorization in the Following Circumstances:
We may use and disclose PHI about you to provide health care treatment to you.
We may use and disclose PHI about you to provide, coordinate or manage your health care and related services. This may include communicating with other health care providers regarding your treatment and coordinating and managing your health care with others. For example, we may use and disclose PHI about you when you need supplies, or other health care services such as nurse consultation regarding your condition or needs. In addition, we may use and disclose PHI about you when referring you to a health care provider. EXAMPLE: Our staff may share medical information about you with a contracted health care provider. For example, if you are making inquiries about the types and kinds of supplies you require, we will need to know if you are allergic to any materials or ingredients in the supplies.
We may use and disclose PHI about you to obtain payment for services. Generally, we may use and give your medical information to others to bill and collect payment for the supplies and services provided to you by our company. Before you receive scheduled services, we may share information about these services with your health plan(s) or with the proper government agency in charge of reimbursement for the supplies or services. Sharing information allows us to ask for coverage under your plan or policy and for approval of payment before we provide the services. We may also share portions of medical information about you with the following:
Collection departments or agencies, or attorneys assisting us with collections;
Insurance companies, health plans and their agents which provide you coverage;
Hospital departments that review the care you received to check that it and the costs associated with it were appropriate for your illness or injury; and
Consumer reporting agencies (e.g., credit bureaus).
We may use and disclose PHI about you for health care operations. We may use and disclose PHI in performing business activities, which we call “health care operations”. These “health care operations” allow us to improve the quality of care we provide and reduce costs. We may also disclose PHI for the “health care operations” of any “organized health care arrangement” in which we participate. In addition, we may disclose PHI about you for the “health care operations” of other providers involved in your care to improve the quality, efficiency and costs of their care or to evaluate and improve the performance of their providers. Examples of the way we may use or disclose PHI about you for “health care operations” include the following:
Reviewing and improving the quality, efficiency and cost of care that we provide to you. For example, we may use PHI about you to develop ways to assist our health care providers and staff in deciding what medical treatment should be provided to others.
Assisting various people who review our activities. For example, PHI may be seen by doctors reviewing the services provided to you, and by accountants, lawyers, and others who assist us in complying with applicable laws.
Planning for our organization’s future operations.
Conducting business management and general administrative activities related to our organization and the services it provides.
Resolving grievances within our organization.
Complying with this Notice and with applicable laws.
We may use and disclose PHI under other circumstances without your authorization or an opportunity to agree or object. We may use and/or disclose PHI about you for a number of circumstances in which you do not have to consent, give authorization or otherwise have an opportunity to agree or object. Those circumstances include:
When the use and/or disclosure is required by law. For example: when a disclosure is required by federal, state or local law, or other judicial or administrative proceeding.
When the use and/or disclosure is for health oversight activities. For example, we may disclose PHI about you to a state or federal health oversight agency which is authorized by law to oversee our operations.
When the disclosure is for judicial and administrative proceedings. For example, we may disclose PHI about you in response to an order of a court or administrative tribunal.
When the disclosure is for law enforcement purposes. For example, we may disclose PHI about you in order to comply with laws that require the reporting of certain types of wounds or other physical injuries.
When the use and/or disclosure relates to decedents. For example, we may disclose PHI about you to a coroner or medical examiner for the purposes of identifying you should you die.
When the use and/or disclosure relates to organ, eye or tissue donation purposes.
When the use and/or disclosure relates to medical research. Under certain circumstances, we may disclose PHI about you for medical research.
When the use and/or disclosure is to avert a serious threat to health or safety. For example, we may disclose PHI about you to prevent or lessen a serious and imminent threat to the health or safety of a person or the public.
When the use and/or disclosure relates to specialized government functions. For example, we may disclose PHI about you if it relates to military and veterans’ activities, national security and intelligence activities, protective services for the President, and medical suitability or determinations of the Department of State.
When the use and/or disclosure relates to correctional institutions and in other law enforcement custodial situations. For example, in certain circumstances, we may disclose PHI about you to a correctional institution having lawful custody of you.
You can object to certain uses and disclosures. Unless you object, we may use or disclose PHI about you in the following circumstances:
We may share with a family member, relative, friend or other person identified by you, PHI directly related to that person’s involvement in your care or payment for your care. We may share with a family member, personal representative or other person responsible for your care PHI necessary to notify such individuals of your location, general condition or death.
We may share with a public or private agency (for example, American Red Cross) PHI about you for disaster relief purposes. Even if you object, we may still share the PHI about you, if necessary for the emergency circumstances.
If you would like to object to our use or disclosure of PHI about you in the above circumstances, please call or write our company on the contact page of this website.
We may contact you with information about treatment, services, products or health care providers. We may use and/or disclose PHI to manage or coordinate your healthcare. This may include telling you about treatments, services, products and/or other healthcare providers. We may also use and/or disclose PHI to give you gifts of a small value. EXAMPLE: If you are diagnosed with certain type of diabetes, we may tell you about nutritional, food products, equipment and other counseling services that may be of interest to you.
** ANY OTHER USE OR DISCLOSURE OF PHI ABOUT YOU REQUIRES YOUR WRITTEN AUTHORIZATION **
Under any circumstances other than those listed above, we will ask for your written authorization before we use or disclose PHI about you. If you sign a written authorization allowing us to disclose PHI about you in a specific situation, you can later cancel your authorization in writing by contacting the practice’s Privacy Officer. If you cancel your authorization in writing, we will not disclose PHI about you after we receive your cancellation, except for disclosures which were being processed before we received your cancellation.
C. You Have Several Rights Regarding PHI About You
You have the right to request restrictions on uses and disclosures of PHI about you. You have the right to request that we restrict the use and disclosure of PHI about you. We are not required to agree to your requested restrictions. However, even if we agree to your request, in certain situations your restrictions may not be followed. These situations include emergency treatment, disclosures to the Secretary of the Department of Health and Human Services, and uses and disclosures described in subsection B.4 of the previous section of this Notice. You may request a restriction by sending a letter with the specific terms of the request to our company listed on the contact page of this website. The company’s designated Privacy Officer will evaluate your request.
You have the right to request different ways to communicate with you. You have the right to request how and where we contact you about PHI. For example, you may request that we contact you at your work address or phone number or by email. Your request must be in writing. We must accommodate reasonable requests, but, when appropriate, may condition that accommodation on your providing us with information regarding how payment, if any, will be handled and your specification of an alternative address or other method of contact. You may request alternative communications by sending this information to our company listed on the contact page of this website. The company’s designated Privacy Officer will evaluate your request.
You have the right to see and copy PHI about you. You have the right to request to see and receive a copy of PHI contained in orders, invoices, billing and other records used to process your supply and equipment requests. Most of this paperwork will be accessible through your personal online account with the company. For any items not available online, your request must be in writing. We may charge you related fees. Instead of providing you with a full copy of the PHI, we may give you a summary or explanation of the PHI about you, if you agree in advance to the form and cost of the summary or explanation. There are certain situations in which we are not required to comply with your request. Under these circumstances, we will respond to you in writing, stating why we will not grant your request and describing any rights you may have to request a review of our denial. You may request to see and receive a copy of PHI by contacting our company listed on the contact page of this website. The company’s designated Privacy Officer will evaluate your request.
You have the right to request amendment of PHI about you. You have the right to request that we make amendments to supply, billing and other records used to provide you with supplies and services. Your request must be in writing and must explain your reason(s) for the amendment. We may deny your request if: 1) the information was not created by us (unless you prove the creator of the information is no longer available to amend the record); 2) the information is not part of the records used to supply your needs; 3) we believe the information is correct and complete; or 4) you would not have the right to see and copy the record as described in paragraph 3 above. We will tell you in writing the reasons for the denial and describe your rights to give us a written statement disagreeing with the denial. If we accept your request to amend the information, we will make reasonable efforts to inform others of the amendment, including persons you name who have received PHI about you and who need the amendment. You may request an amendment of PHI about you by contacting the company’s Privacy Officer in writing through the contact page on this website.
You have the right to a listing of disclosures we have made. If you ask our contact person in writing, you have the right to receive a written list of certain of our disclosures of PHI about you. You may ask for disclosures made up to six (6) years before your request (not including disclosures made prior to April 14, 2003). We are required to provide a listing of all disclosures except the following:
For your treatment
For billing and collection of payment for your treatment
For health care operations
Made to or requested by you, or that you authorized
Occurring as a byproduct of permitted uses and disclosures
Made to individuals involved in your care, for directory or notification purposes, or for other purposes described in subsection B.5 above
Allowed by law when the use and/or disclosure relates to certain specialized government functions or relates to correctional institutions and in other law enforcement custodial situations (please see subsection B.4 above) and
As part of a limited set of information which does not contain certain information which would identify you.
The list will include the date of the disclosure, the name (and address, if available) of the person or organization receiving the information, a brief description of the information disclosed, and the purpose of the disclosure. If, under permitted circumstances, PHI about you has been disclosed for certain types of research projects, the list may include different types of information.
If you request a list of disclosures more than once in 12 months, we can charge you a reasonable fee. You may request a listing of disclosures by contacting our company listed on the contact page of this website. The company’s designated Privacy Officer will evaluate your request.
You have the right to a copy of this Notice. You have the right to request a paper copy of this Notice at any time by accessing it on this website and copying the text directly.
D. You May File A Complaint About Our Privacy Practices
If you think we have violated your privacy rights, or you want to complain to us about our privacy practices, you can contact the company’s Privacy Officer through the contact page on this website.
You may also send a written complaint to the United States Secretary of the Department of Health and Human Services. If you file a complaint, we will not take any action against you or change our treatment of you in any way.