CONSTITUTE A LEGALLY BINDING AGREEMENT (this “Agreement”) between Artisan Health, LLC, a Tennessee Limited Liability Company ("Artisan Health", “we”, “us”, or “our”), and you, governing your use of the Artisan Health website located at www.Artisan.Health BY SIGNING UP FOR AN ACCOUNT, OR BY ACCESSING OR USING THE SITE, YOU ARE ENTERING INTO THIS AGREEMENT AND YOU AGREE TO BE BOUND BY ITS TERMS
AND CONDITIONS. Please read this Agreement carefully. If you are unwilling or unable to be bound by this Agreement, you must immediately cease your use of the Site. We may update or modify this Agreement from time to time; the current version will always be made available on the Site. Your continued use of the Site after a new version of this Agreement has been posted constitutes your acceptance of the then-current Agreement.
The Site and the Material (as defined below) are provided for the limited purpose of facilitating communication and online health care services between authorized patients and authorized medical providers (the “Services”). The content of any communications between authorized patients and authorized medical providers is not itself part of the Services provided by Artisan Health, and Artisan Health has no responsibility for the content of such communications.
The Site may contain information, data, text, software, sounds, images, and other material (collectively, the “Material”). If, and only if, you agree to, and are in full compliance with, the terms and conditions of this Agreement, Artisan Health grants you a personal, non- exclusive, non- transferable license to access and use the publicly available pages on the Site and the Material contained therein solely for your personal non-commercial use. Any other use, duplication, distribution or other exploitation of the Site, the Service, the Materials or any portion thereof is a violation of the terms of this Agreement and is strictly prohibited.
Without limiting the foregoing, you shall not directly or indirectly:
Artisan Health users must be at least 13 years old to use the Services, including, without limitation, the Site’s prescription request feature. Users who are between 13 and 18 years old must have their parent or guardian read and agree to the terms of this Agreement on their behalf.
You will maintain the confidentiality of your account and other information and promptly notify us if you become aware of any third-party use of your account or other information relating to the Site or the services offered through the Site. You are responsible for all acts, omissions, statements and other uses of your account and other information on the Site and the Service.
We cannot and do not assure that other users are complying or will continue to comply with the foregoing rules of conduct or any other provisions of this Agreement, and, as between you and Artisan Health, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
In addition to, and without limiting, the Use Restrictions provided in Section 3, you agree not to:
By accessing and using the Site and the Service, you represent and warrant that you are a human being.
This Agreement shall remain in full force and effect until the earlier of you stopping all use
of the Site and the Service, and termination by us for any reason (or no reason) at any time. The provisions of Sections 1 and 4-17 will survive any termination of this Agreement.
The Site may contain links to third party website that are beyond our control, including pharmacy locators, lab location locators and prescription drug databases. You acknowledge that by clicking on any of these links you will be taken to website that are not controlled by Artisan Health. We are not responsible for the accuracy, reliability, or completeness of such third-party website or any contents or services offered therein.
In addition, Artisan Health does not endorse, and cannot ensure that you will be satisfied with, any products or services offered by a third-party, even if in connection with the Site. Artisan Health does not control and is not responsible for the acts, omissions, statements and/or other conduct of any third parties, including medical professionals. You are solely responsible for making whatever investigation you feel necessary or appropriate before communicating with any third party.
To request a change or cancellation of an order or request made through the Service, please contact Artisan Health at support@Artisan.Health. We cannot guarantee, and have no obligation to ensure, that such change or cancellation will be accommodated. Once a medical provider has acted upon an order or request, any associated fees are non- refundable.
We have the right, but no obligation or responsibility, to monitor and refuse to process or post any request, information, or other content provided by a user (“User Content”) that violates this Agreement or applicable law. We may identify users or disclose User Content to third parties when we believe in good faith that such identification or disclosure will either (i) facilitate compliance with laws, including, for example, compliance with a court order or subpoena, or (ii) help to enforce this Agreement and/or protect the safety or security of Artisan Health and our users, including the Site and the Service. Moreover, we may remove User Content at any time for any reason or no reason whatsoever.
The Site and the Material are owned by Artisan Health or our licensors and protected under copyright and trademark law. Except for the revocable and limited license to access and use the Site, Material, and Service, Artisan Health expressly reserves all intellectual property and other rights in and to the Materials, the Site and the Services.
If you send us any suggested modifications, improvements, concepts, ideas or other information regarding the Site, the Materials or the Service (collectively, “Ideas”) by any means, you hereby agree that Artisan Health has no obligation to protect or keep the idea confidential for you or any other person or entity, and you hereby grant Artisan Health a perpetual, irrevocable, worldwide, fully paid up and royalty free, transferable and sublicenseable license to the Idea and all intellectual property and other rights in and to the Idea to use, modify, develop, create derivative works based on, and otherwise exploit the Idea in all forms, formats, manners and forever throughout the world for any purpose whatsoever, commercial or otherwise, without notice, compensation and/or approval to or from you or any other person or entity.
Artisan Health reserves the right to discontinue, change and/or modify the Site, the Service and the Materials at any time, in any way, for any or no reason.
ARTISAN HEALTH IS NOT A MEDICAL PROVIDER. WE PROVIDE THE SERVICE SOLELY AS A COMMUNICATIONS TOOL FOR MEDICAL PROVIDERS AND PATIENTS. MEDICAL PROVIDERS WHO USE THE SERVICE ARE SOLELY RESPONSIBLE FOR ALL MEDICAL ADVICE, DIAGNOSIS AND TREATMENT PERFORMED THROUGH THE SERVICE BASED ON THEIR RESPECTIVE MEDICAL JUDGMENT. ARTISAN HEALTH DOES NOT SELECT, PERFORM, ANALYZE OR REVIEW ANY HEALTH CARE OR MEDICAL PROVIDERS AND YOU AGREE THAT ANY CARE REQUESTED, RECEIVED OR PROVIDED THROUGH THE SERVICE DOES NOT CONSTITUTE MEDICAL ADVICE, DIAGNOSIS OR TREATMENT BY OR FROM ARTISAN HEALTH IN ANY WAY. ADDITIONALLY, ARTISAN HEALTH DOES NOT PROVIDE ANY WARRANTY AS TO HOW LONG IT WILL TAKE FOR A MEDICAL PROVIDER TO PRESCRIBE ANY SERVICE THROUGH ARTISAN HEALTH. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE SITE DO NOT REPLACE THE SERVICES OF LICENSED HEALTH CARE PROFESSIONALS AND THAT YOU SHOULD CONSULT WITH A MEDICAL PROVIDER REGARDING ANY HEALTH CONCERNS, QUESTIONS, SIGNS OR SYMPTOMS.
THE SITE, THE SERVICE AND THE MATERIALS ON OR OTHERWISE RELATED IN ANY WAY TO THE SITE ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ARTISAN HEALTH DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY AND NON-INFRINGEMENT RELATED TO THE SITE, THE SERVICES AND THE MATERIALS ON OR OTHERWISE RELATED IN ANY WAY TO THE SITE.
ARTISAN HEALTH DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE SERVICE OR ANY MATERIALS AND DOES NOT WARRANT THAT THE SITE, THE SERVICE OR ANY MATERIALS WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO ANY SUCH ISSUE.
FURTHERMORE, ARTISAN HEALTH DOES NOT MAKE ANY REPRESENTATION AND IS NOT RESPONSIBLE FOR ANY ACTS, OMISSION, INFORMATION OR STATEMENTS PROVIDED BY ANY THIRD PARTIES (INCLUDING ANY MEDICAL PROVIDER OR TESTING FACILITY) AND RELIANCE ON ANY INTERACTION WITH OR INFORMATION FROM ANY SUCH THIRD PARTY IS STRICTLY AT YOUR OWN RISK. WITHOUT LIMITING THE RELEASES AND OTHER LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT, IF YOU HAVE A DISPUTE WITH ANY SUCH THIRD PARTY YOU HEREBY RELEASE ARTISAN HEALTH AND/OR OUR AFFILIATES OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ASSIGNS, FROM ALL CLAIMS, DEMANDS AND/OR DAMAGES OF EVERY KIND OR NATURE (KNOWN OR UNKNOWN) ARISING FROM OR RELATED TO SUCH DISPUTES.
You hereby agree to indemnify, defend, and hold Artisan Health and our licensors and each of the foregoing entities' respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the "Indemnified Parties") harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this Agreement or claims arising from your use of the Site, the Service and/or your account(s). You shall use your best efforts to cooperate with us in the defense of any claim. Artisan Health reserves the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
UNDER NO CIRCUMSTANCES SHALL ARTISAN HEALTH OR OUR LICENSORS OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ASSIGNS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, THE SERVICES OR THE MATERIALS, EVEN IF ARTISAN HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ARTISAN HEALTH’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE SITE OR SERVICE. MOREOVER, UNDER NO CIRCUMSTANCES SHALL ARTISAN HEALTH BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND ITS REASONABLE CONTROL.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
For the purposes of this Section 14 only, “you” refers to a medical provider (the “Provider”) or any person acting on the Provider’s behalf.
14.1) We treat the Provider in whose name an account is established as the owner of such account. The Provider is a party to this Agreement for all purposes. The Provider is likewise subject to all of the covenants, restrictions, limitations, representations, warranties, waivers and releases included in this Agreement.
14.2) Before using the Service, the Provider will execute a Business Associate Agreement in a form provided by us and an Affiliation Agreement.
14.3) You understand that the Artisan Health platform does not meet Drug Enforcement Agency (DEA) requirements for routing prescriptions for narcotics or other controlled substances.
14.4) You represent and warrant that: (i) you are authorized to submit any information you submit to us (“Provider Information”) and to enter into this Agreement on behalf of the Provider; and (ii) any such Provider Information is complete, accurate, and correct, including without limitation information regarding the Provider’s professional license for documentation purposes to prescribe healthcare services such as medications and lab tests for authorized patients.
14.5) You hereby grant Artisan Health a license to use and display your Provider Information, including but not limited to your trademarks, for the purpose of making the Service available to our users.
14.6) You will promptly notify us of any changes to the Provider’s license status, contact information, or other information linked to the Provider’s account.
14.7) You represent and warrant that the Provider’s license authorizes the Provider to prescribe medications and/or lab tests as appropriate.
14.8) You agree and understand that Artisan Health provides an administrative service for you and makes no representations or warranties as to the performance of prescribed services, the results of lab tests, or the efficacy of any treatments that you prescribe. All responsibility for the well-being of your patients is borne by you. You agree and understand that we cannot and do not guarantee any particular visibility, publicity, leads, contacts, or other perceived benefit to the Provider from using the Service.
14.9) You agree that your use of Artisan Health is subject to verification by us of your identity and credentials as a health care provider, and to your ongoing qualification as such. When necessary, you agree that we may use and disclose your personal information for such purposes, including making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to or use of the Services at any time if we are unable at any time to determine or verify your qualifications or credentials.
14.10) You will promptly notify us of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the Artisan Health website. You will cooperate fully with us in connection with any such demand.
14.11) Compliance with Law. You are solely responsible for ensuring that your use of Artisan Health complies with applicable law, including laws relating to maintenance of privacy, security, licensure, scope of practice and confidentiality of patient and other health information. You agree that you will follow all laws and rules governing the use of laboratory work and other provision of medical care as determined by your licensing board or other applicable authority. You represent to Artisan Health that you have obtained all proper authorizations required by law from your patients before using Artisan Health and accept all responsibility for acts or omissions resulting therefrom. You will not grant any user any rights to access or use of Artisan Health that they would not be allowed to have under applicable laws. We offer no assurance that your use of Artisan Health under the terms of this Agreement will not violate any law or regulation applicable to you. We may share Provider Information with third parties if we believe in good faith that such disclosure is helpful to (i) comply with a court order, warrant or other legal process, (ii) protect the rights, property or safety of Artisan Health or others, or (iii) investigate or enforce suspected breaches of this Agreement.
14.12) Indemnification. In addition to the indemnification obligations in Section 12 above, you hereby agree to indemnify, defend, and hold harmless the Indemnified Parties, from and against any claim, cost or liability, including reasonable attorneys' fees, arising out of or relating to: (a) the listing of your Provider Information on the Site or Services; (b) any breach by you of any representations, warranties or agreements contained in this Agreement; (c) the actions of any person gaining access to Artisan Health under the account assigned to you; (d) your negligence or willful misconduct. Your indemnification obligations in this Agreement are cumulative, and are not intended to, nor do they, limit your indemnification obligations elsewhere in this Agreement or at law, even if such obligations arise or are occasioned or triggered by a single assertion, claim, circumstance, action, event or transaction.
If you are subject to HIPAA as a Covered Entity or Business Associate (as defined in HIPAA) and use the Services in a manner that causes us to create, receive, maintain, or transmit Protected Health Information on your behalf, then you agree to the HIPAA Business Associate Agreement (“HIPAA BAA”).
The Site is not intended for viewing and use outside the United States and Artisan Health makes no representation that the Site, the Service or Material is appropriate or available for use in any particular location within the United States. Your use of or access to the Site shall not be construed as the purposeful availment of the benefits or privilege of doing business in any state other than Tennessee. If you choose to access and use the Site and related services, you do so on your own initiative, and you are responsible for compliance with all applicable laws including any applicable local laws.
Any controversy, claim or dispute arising out of or relating in any way to your use of this Site, the Service, any purchases made through this Site, or your account, if any (collectively a “Claim”), shall be governed by the laws of Tennessee without respect to its choice (or conflict) of laws rules.
Both you and Artisan Health waive the right to bring any Claim as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any such Claim brought by anyone else. In addition, you and Artisan Health agree that any Claim shall be resolved by final and binding arbitration at the American Arbitration Association and waives any right to have a Claim tried by a jury.
The arbitration of all Claims shall take place in Davidson County, Tennessee in accordance with the Commercial Arbitration Rules and the Consumer-Related Disputes Supplementary Procedures of the American Arbitration Association in effect at the time of the Claim. Unless either party or the arbitrator requests a hearing, the parties will submit
their arguments and evidence to the arbitrator in writing. The arbitrator will make an award based only on the documents. This is called a Desk Arbitration. If any party makes a written request for a hearing within ten days after the American Arbitration Association acknowledges receipt of a claimant's demand for arbitration (or the arbitrator requests a hearing), the parties shall participate in telephone hearing. In no event shall the parties be required to travel to Davidson County to participate in the arbitration. Notwithstanding any provision in the Commercial Arbitration Rules and the Consumer-Related Disputes Supplementary Procedures to the contrary, the arbitrator shall not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, or private attorney general action or to consolidate, join, or otherwise combine the claims of different persons into one proceeding.
This arbitration agreement is subject to the Federal Arbitration Act and is enforceable pursuant to its terms on a self-executing basis. The arbitrator shall determine any and all challenges to the arbitrability of a claim. A judgment on the award of any court of competent jurisdiction may be entered upon the award.
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee and the laws of the United States, without giving effect to any principles of conflicts of law. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of this Agreement by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. In this Agreement, the word "including" is used illustratively, as if followed by the words "but not limited to." If you have any questions about this Agreement, please contact us at support@Artisan.Health .