Terms of Use
Ophelia Health, Inc.

Last modified: December 1, 2023

IF THIS IS A MEDICAL EMERGENCY OR CRISIS SITUATION, DIAL 9-1-1 IMMEDIATELY

Carefully read these terms and conditions of use (“Terms of Use”) as they govern your access to and use of Ophelia Health, Inc.’s (“Ophelia Health,” “we,” “us,” and “our”) website, located at www.ophelia.com (including my.ophelia.com and any other URLs within the ophelia.com domain) and any and all related software, documentation, and online, mobile-enabled, and/or digital services made available by Ophelia Health (the foregoing, collectively, our “Platform”). Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the Platform.

Ophelia Health contracts with Ophelia Medical Group FL, P.A., Ophelia Medical Group CA, P.C., Ophelia Medical Group NJ, P.A., and all members of its affiliated covered entity (collectively, “Medical Group”), which are independent medical groups with a network of United States based health care providers (each, a “Provider”) to provide online telehealth clinical consultations, services, and/or treatment through the Platform (collectively, “Services”). 

By clicking “Accept” or something similar, or accessing or using (or continuing to use) the Platform, you acknowledge that you have read in its entirety, understand, and fully accept all terms and conditions contained in these Terms of Use, our Privacy Policy, and the Notice of Privacy Practices provided to you by Medical Group. If you do not agree to be bound by these Terms of Use and our Privacy Policy, you are not authorized to and must cease any access to or use of our Platform and/or the Services.

ARBITRATION NOTICE. THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION AND A CLASS ACTION/JURY TRIAL WAIVER IN SECTION 24 (THE “ARBITRATION AGREEMENT”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS OF USE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

1. Services Provided – No Medical Care or Advice

Ophelia Health is not a medical group and does not provide medical advice, care, and/or treatment. 

Ophelia Health provides administrative and management services to independent, physician-owned and operated, medical practices. Any telemedicine consults obtained through our Platform are provided by Providers. Ophelia Health licenses the “Ophelia Health” brand name to Medical Group, which uses our Platform to assist in the provision of Services. Each Ophelia Health-branded practice is owned and operated by a licensed physician. There is no single provider of medical care called “Ophelia Health.” Each Ophelia Health-branded practice engages a network of United States based clinicians who provide clinical telehealth services. 

The Providers deliver clinical services via the Platform to their patients. Ophelia Health does not (a) provide medical advice or care, (b) own or operate the Medical Group or any other medical practices, or (c) employ or in any way supervise the Providers or any other clinicians providing medical care. Control over the care provided to you is the sole responsibility of the Medical Group and its Providers. Services and practices may vary across Providers, and you should contact your Provider directly for all questions concerning your medical care.‍

2. Not For Emergencies

Our Platform and the Services are not for medical emergencies or urgent situations. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on our Platform. If you believe you are experiencing an emergency, call 9-1-1 immediately. 

You should seek emergency help or follow up care when recommended by a Provider or when otherwise needed. You should continue to consult with your primary provider and other healthcare professionals as recommended. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment.

3. Risk of Telehealth Services

By using the Services, you acknowledge the potential risks associated with telehealth services. These include but are not limited to the following: information transmitted may not be sufficient (e.g. poor resolution of images) to allow for appropriate medical or health care decision making by the Provider; delays in evaluation or treatment could occur due to failures of electronic equipment; a lack of access to your medical records may result in adverse drug interactions or allergic reactions or other judgment errors; and although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail causing a breach of privacy of your health information.

4. Privacy Practices

You agree that information provided by you in connection with the Platform and the Services shall be governed by the Privacy Policy, which is hereby incorporated and made part of these Terms of Use. You also agree that information provided by you in connection with the Services shall also be governed by the applicable Medical Group Notice of Privacy Practices, which is hereby incorporated and made part of these Terms of Use. 

5. Prescription Policy

Certain products available through the Platform require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription product through the Platform unless you have completed a consultation with one of the Providers through the Platform, the Provider has determined the prescription product is appropriate for you, and the Provider has written a prescription.

If a Provider determines a prescription product is appropriate for you and writes a prescription, you may fill the prescription at any pharmacy of your choice as prompted during your use of the Services.

You agree that any prescriptions that you acquire from a Provider will be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription. We fully honor patient freedom of choice and, if you receive a prescription for a medication, you always have the option to instruct your Provider to transmit that prescription to the pharmacy of your choice.

6. Not an Insurance Product

We are not an insurer, nor do we offer an insurance plan or product. The amounts you pay to us for any Services obtained through the Platform are not insurance premiums. If you desire any type of health or other insurance, you will need to purchase such insurance separately. 

7. Ownership of the Platform; Feedback

The Platform contains confidential and proprietary information, materials, data, databases, contents, processes, methodologies, know-how, software, text, displays, images, video, audio, trademarks, logos, service marks, features and functionality, and the design, selection and arrangement thereof, are owned by Ophelia Health, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade dress, trade secret and other intellectual property or proprietary rights laws (collectively, the “Ophelia Content”). Except as may be explicitly provided herein, nothing in these Terms of Use will be deemed to create a license to any Ophelia Content, and you may not access, sell, license, rent, modify, distribute, copy, reproduce, transmit, display, perform, publish, adapt, edit, or create derivative works of any Ophelia Content. Use of any Ophelia Content for any purpose not expressly permitted by these Terms of Use is strictly prohibited.

You may choose to, or we may invite you to submit, comments, feedback or ideas about the Platform, including without limitation about how to improve the Platform or our other products and services (collectively, “Feedback”). By submitting any Feedback, you agree that (a) your disclosure is gratuitous, unsolicited and without restriction and will not place Ophelia Health under any fiduciary or other obligation, and that we will own such Feedback and are free to use and/or to disclose such Feedback without any additional compensation to you. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

8. Availability of Services

Ophelia Health operates subject to state and federal regulations, and the Platform may not be available in your state. You represent that you are not a person barred from enrolling for or receiving the Platform under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Platform is limited exclusively to users located in states within the United States where the Platform is available. Services are not available to users located outside the United States. Accessing the Platform from jurisdictions where content is illegal, or where we do not offer the Platform, is prohibited.

9. Access to Platform, Security, and Restrictions; Passwords

Subject to your compliance with these Terms of Use, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable right to access and use the Platform for your personal, non-commercial use only, strictly as permitted by the features of the Platform.

Except to the extent a restriction is prohibited by applicable law, you will not do, and will not assist, permit, or otherwise enable any third party to do, any of the following:

  • violating or attempting to violate the security of the Platform, 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 Platform or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law; 
  • using any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Platform, deep-linking to any feature or content on the Platform, bypassing our robot exclusion headers or other measures we may use to prevent or restrict access to the Platform; 
  • reproducing, distributing, modifying, creating derivative works of, publicly displaying, publicly performing, republishing, downloading, storing or transmitting any of the material that is made available or is otherwise accessible on our Platform, including but not limited to Ophelia Content;
  • framing or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, content, or other proprietary information (including, without limitation, images, text, page layout, or form) of Ophelia Health without our express written consent; 
  • accessing or using any part of the Platform or any services or materials available through the Platform for outsourcing for others or as part of a service bureau business so otherwise for the benefit of unaffiliated third parties or for other commercial purposes without the express written consent of Ophelia Health;
  • deciphering, disassembling, reverse engineering, decoding or decompiling any part of the Platform;
  • impersonating another person or misrepresenting your affiliation with a person or entity, hiding or attempting to hide your identity, or otherwise using the Platform for any invasive or fraudulent purpose;
  • collecting, storing or harvesting any personally identifiable information, including without limitation account-related information, from the Platform;
  • identifying or referring to us or the Platform in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us; or
  • using the Platform (a) to develop competing products or services, (b) for benchmarking or competitive analysis of the Platform, or (c) otherwise to our detriment or disadvantage.

Violations of system or network security may result in civil or criminal liability. Ophelia Health 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 order or manner of the Platform or any activity being conducted on the Platform. 

In the event access to the Platform 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 us. 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 Platform may be revoked by Ophelia Health at any time with or without cause. You agree to defend, indemnify, and hold Ophelia Health harmless from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by arising out of your breach of these Terms of Use or violation of applicable law, your use or access of the Platform, or access by anyone accessing the Platform using your user ID and password. You agree that a breach of this Section 9 shall constitute a material breach of these Terms of Use.

If you submit, upload, post, or transmit any health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images, or other materials to us or through our Platform (“User Information”), you agree not to provide any User Information that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. You agree not to contact other Platform users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant that you have the legal right and authorization to provide all User Information to Ophelia Health and Medical Group for use as set forth herein and required by Ophelia Health and the Medical Group. 

10. No Users Under 18 Years Old

In order to access the Platform and use the Services, you must be, and you represent and warrant that you are, 18 years old or older. If you are under the age of 18, do not attempt to register with us on the Platform or provide any personal information about yourself to us. If you believe we have collected personal information from someone under the age of 18, please Contact Us.

11. Your Account

You agree to: (a) provide true, accurate, current, and complete information when registering to use the Platform and establishing your account (“Registration Information”) and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have any reason to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account in our sole discretion. 

You are entirely responsible for maintaining the confidentiality of any passwords and any usage and activities that occur in connection with your account. You agree not to allow others to access your account or utilize your password, and you acknowledge that doing so will compromise the security of your account. You must notify us immediately of any breach of security or unauthorized use of your account. We will not be liable for, and expressly disclaim any responsibility for, any losses caused by any unauthorized use of your account. If requested, you agree to diligently assist us in responding to requests and inquiries with respect to your account and/or materials or transactions associated with you or your account.

12. Accuracy and Integrity of Information

Although we attempt to ensure the integrity and accuracy of the Platform, we make no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Platform and any content thereon. It is possible that the Platform could include typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Platform by third parties. In the event that an inaccuracy arises, please inform us so that it can be corrected. We reserve the right to unilaterally correct any inaccuracies on the Platform without notice. Information contained on the Platform may be changed or updated without notice. Additionally, Ophelia Health shall have no responsibility or liability for information or content posted to the Platform from any unaffiliated third party.

13. Notice and Procedure for Making Claims of Copyright Infringement

We respect content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). To file a notice of infringement with us, please provide the following information to the Ophelia Health designated copyright agent listed below:

  1. A description of the copyrighted work or other intellectual property that you claim has been infringed.
  2. A description of the material that you claim is infringing the copyrighted work listed in item #1.
  3. An address, telephone number, and an email address where the alleged infringing party can contact you.
  4. The following statement: "I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law."
  5. The following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
  6. Your electronic or physical signature.

Ophelia Health has registered a designated agent with the Copyright Office pursuant to 17 U.S.C. 512(c). Please send notifications of infringement and counter notifications to the designated agent at:

Attn: Copyright Agent

Ophelia Health, Inc.
228 Park Ave S

Suite 15314
New York, NY 10003
Email: support@ophelia.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. 512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable law.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Platform and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

14. Orders and Purchases

Online Payments

You can pay for Services on the Platform. If you do not have or choose not to use insurance for the Services, you can pay the patient direct rates for the Services. Ophelia Health will charge the patient direct rates for the Services to your account. We collect any co-pays or co-insurance amounts charged by Medical Group on your behalf and pass through to them the payment for their actual charges. Before making a purchase, you will see an itemized invoice listing the actual charges by Medical Group for the Services.

Subscription Terms

If you purchase a patient direct rate monthly subscription to our Platform and/or Services, your subscription is continuous and will be automatically renewed at the end of the applicable subscription period, unless you cancel your subscription before the end of the then-current subscription period by Contacting Us. If you cancel your subscription, your account will automatically close at the end of your current billing period. Ophelia Health may change the price for your Platform subscription, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Platform after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing prior to the price change going into effect.

We accept credit and debit cards issued by U.S. banks. If a credit card account is being used for a transaction, we may obtain preapproval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the credit card you designate during the setup process. If you want to designate a different credit card or if there is a change in your credit card, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information. 

You represent and warrant that if you are making online payments that (a) any credit card, debit card and bank account information you supply is true, correct, and complete, (b) charges incurred by you will be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information. If we are unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, we may undertake further collection action, including application of fees to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from Ophelia Health, Medical Group, or any third party payment processor with the payment method company, provided the transactions correspond to the terms indicated in these Terms of Use.

15. No Show/Cancellation Fee

Ophelia Health reserves the right to charge a fee for visits that are no-showed or not canceled/rescheduled For additional information regarding no show and/or cancellation fees, please see our Pricing FAQs.

16. Refund Policy

You may request a refund in accordance with our refund policy.

17. Links to Other Sites

The Platform may enable you to access or otherwise interact with websites, content, products, and services provided by third parties that are not owned or controlled by Ophelia Health (collectively, “Third-Party Services”). We make no representations whatsoever about any Third-Party Services. Each Third-Party Service is independent from us, and we have no control over the content on that Third-Party Service. We do not endorse or assume any responsibility for any Third-Party Services, and you acknowledge that a link or a reference to a Third-Party Service does not mean that we endorse or accept any responsibility for the content, or the use, of such Third-Party Service. 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 Third-Party Services, you do this entirely at your own risk.

IF YOU ACCESS OR USE A THIRD-PARTY SERVICE, YOU ARE SUBJECT TO AND MUST COMPLY WITH THE APPLICABLE THIRD PARTY’S TERMS AND CONDITIONS MADE AVAILABLE VIA, OR AGREED IN CONNECTION WITH, SUCH THIRD PARTY SERVICE. IF YOU ACCESS OR USE A THIRD-PARTY SERVICE OR SHARE YOUR INFORMATION OR ANY CONTENT ON OUR THROUGH A THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS OF USE AND OUR PRIVACY POLICY DO NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICES.

18. Consent to Receive Calls, Text Messages, and Audio and/or Video Recording

By providing your mobile number, you are agreeing to be contacted by or on behalf of Ophelia Health at the mobile number you have provided, including calls and SMS text messages, to receive informational, service related (e.g., reminders, etc.) messages and communications relating to the Platform. Message and data rates may apply. To stop receiving text messages, text a reply to us with the word STOP. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some of the functions provided by the Platform may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about your services.

Ophelia Health or your Provider may record (audio and video) all or part of your interaction with us or them (“Recordings”). Such Recordings are used for quality assurance and training purposes, to better deliver to you the products and services, and to help us improve the Platform. By accessing and using our Platform, you agree and consent to such Recordings for the purposes and uses set forth in these Terms of Use, and understand and acknowledge any personal information included in such recordings will be processed in accordance with our  Privacy Policy.

19. Electronic Communications

When you use the Platform, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Ophelia Health, Medical Group, and your Provider may contact you by telephone, SMS text, mail, or e-mail to verify your information. Ophelia Health, Medical Group, and your Provider may request further information from you and you agree to provide such further information to ensure that you have not fraudulently used the Platform. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of our Platform until you provide the information to us as requested.

20. No Third Party Rights

Unless expressly stated in these Terms of Use, nothing herein is intended to confer any rights, obligations, duties, or remedies, on any person other than you, Ophelia Health, Medical Group, and their affiliates. 

21. Dispute Resolution; Arbitration Agreement

We will try to work in good faith to resolve any issue you have with the Platform, including products and services ordered or purchased through the Platform, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer's satisfaction. 

You and Ophelia Health agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use or your use of the Platform, including products and services ordered or purchased through the Platform, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. 

You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Ophelia Health are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and Ophelia Health. 

If you are a new user, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms of Use by contacting us with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms of Use, including the provisions regarding controlling law or in which courts any disputes must be brought.

If you desire to assert a claim against Ophelia Health, and you therefore elect to seek arbitration, you must first send to Ophelia Health, by certified mail, a written notice of your claim ("Notice"). The Notice to Ophelia Health should be addressed to: Ophelia Health, Inc., Attn: Legal, 228 Park Ave S, Suite 15314, New York, NY 10003 ("Notice Address"). If Ophelia Health desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Ophelia Health, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Ophelia Health and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Ophelia Health may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Ophelia Health or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after Ophelia Health receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless Ophelia Health and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Ophelia Health’s last written settlement offer made before an arbitrator was selected (or if Ophelia Health did not make a settlement offer before an arbitrator was selected), then Ophelia Health will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND OPHELIA HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ophelia Health agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for New York County, New York. Both Ophelia Health and you agree to waive any and all rights to a jury trial in the event this agreement to arbitrate is found to be unenforceable.

22. Indemnification

You agree to defend, indemnify, and hold Ophelia Health and any affiliates harmless from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity), fees, costs, and attorney’s fees of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use of the Platform, any products or services made available on the Platform, or any information posted on the Platform; (ii) your breach of the Terms of Use; (iii) the content or subject matter of any information you provide to Ophelia Health, Medical Group, your Provider, or a customer service agent; or (iv) any negligent or wrongful act or omission by you in your use of the Platform, any products or services made available on the Platform, or any information on the Platform, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.

23. Disclaimer of Warranties

OPHELIA HEALTH DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. THE PLATFORM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE RELATED TO THE PLATFORM, 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. OPHELIA HEALTH DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE PLATFORM. 

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM, PLATFORM-RELATED SERVICES, SERVICES, AND LINKED WEBSITES. OPHELIA HEALTH 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 OPHELIA HEALTH ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES.

24. Limitation of Liability 

OPHELIA HEALTH AND ANY THIRD PARTIES MENTIONED ON THIS PLATFORM 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 PLATFORM, PLATFORM-RELATED SERVICES, SERVICE, CONTENT, OR INFORMATION CONTAINED WITHIN THE PLATFORM, 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 PLATFORM, PLATFORM-RELATED SERVICES, SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE PLATFORM AND/OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF OPHELIA HEALTH TO YOU WITH RESPECT TO YOUR USE OF THE PLATFORM AND SERVICES IS $500 (FIVE HUNDRED DOLLARS).

25. Force Majeure

We will not be deemed to be in breach of these Terms of Use or liable or deemed to have defaulted for any breach of these Terms of Use or our Privacy Policy for any failure or delay in fulfilling or performing any term of these Terms of Use, when and to the extent such failure or delay is caused by or results from acts beyond our reasonable control, including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, explosion, pandemic, or epidemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) other events beyond the reasonable control of Ophelia Health. Ophelia Health shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

26. Copyright & Trademark Information

Copyright ©2023 Ophelia Health, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or, if applicable, the consent of the third party which owns the Marks.

27. Revisions; General

Ophelia Health reserves the right, in its sole discretion, to terminate your access to all or part of the Platform, 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. No waiver of any term of these Terms of Use will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Use will not constitute a waiver of such right or provision. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent. Any attempted transfer or assignment in violation hereof will be null and void. These Terms of Use constitute the entire agreement between Ophelia Health and you pertaining to the subject matter hereof. In its sole discretion, Ophelia Health 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. Your continued use of the Platform after revisions to these Terms of Use shall constitute your agreement to the revised Terms of Use. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within the Platform.

28. Contact Us

Ophelia Health, Inc.
228 Park Ave S
Suite 15314
New York, NY 10003
Telephone: (215) 585 2144
Email: support@ophelia.com