Ezra AI, Inc. (“Ezra AI”) provides certain services (described below) to you through its website located at www.ezra.com (the “Site”) or other websites maintained by us, through our cloud platforms, and through mobile applications and related technologies (the “Mobile App”) , including any updated or new features, functionality and technology (collectively, the “Service”), subject to the following terms of service (the “Terms of Service”). Ezra AI contracts with Ezra Health of Florida, PLLC (“Ezra Health”, and together with Ezra AI, and its and their affiliates, “Ezra” or “we” or “us” or “our”), and certain affiliated medical groups (collectively, “Medical Group”, which are independent medical groups with a network of United States based healthcare providers (each, an “Ezra Medical Provider” ) to provide imaging services, and related online telehealth consultations, services, and/or treatment (collectively, “Telehealth Services”). Telehealth Services are part of the Service under these Terms of Service. By accessing, browsing, or otherwise using the Site, Mobile App, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.
We reserve the right to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. We will also notify you, either through the Service user interface, in an email notification, or through other reasonable means, if material changes were made. Unless otherwise stated in such update, any such changes will become effective immediately. You should periodically visit this page to review the current Terms of Service, so you are aware of any revisions. We may require you to provide consent to the updated Terms of Service in a specified manner before further use of the Service is permitted. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service. Your continued use of the Service after the date any such changes to the Terms of Service become effective constitutes your acceptance of such changes.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THIS AGREEMENT TO ARBITRATE IN THE SECTION TITLED, “DISPUTE RESOLUTION BY BINDING ARBITRATION” REQUIRES THAT ALL DISPUTES BETWEEN YOU AND US (WITH LIMITED EXCEPTIONS) WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. THE AGREEMENT TO ARBITRATE ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THE AGREEMENT TO ARBITRATE CAREFULLY.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
At Ezra, we respect the privacy of our users. For details please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein. All such terms are hereby incorporated by reference into these Terms of Service.
In addition, when using or receiving the Service, you may be subject to any additional terms applicable to such services (“Additional Terms”) that may be posted on the Service from time to time, or presented to you for your acceptance when you sign up for the additional Service. All such terms are hereby incorporated by reference into these Terms of Service. If these Terms of Service are inconsistent with the Additional Terms, then the Additional Terms control with respect to such additional service.
Telehealth Services (as defined below) include the delivery of health care services using electronic communications, information technology or other means between a health care provider and a patient who are not in the same physical location. Telehealth may be used for performing patient assessments, providing care, and providing information about patient test results and patient education, including but not limited to (i) electronic transmission of medical records, photo images, personal health information, or other data between a patient and healthcare provider; and (ii) interactions between a patient and health care provider via audio, video, and/or data communications. While the provision of health care services, including using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. The Telehealth Services are not intended to take the place of your relationship with your regular PCP.
To receive Telehealth Services, you must agree to Ezra Health’s Telehealth Authorization, which provides a description of the risks and benefits of the Telehealth Services, and constitutes your voluntary authorization to the rendering of Telehealth Services by Ezra Medical Providers (as defined below) through the Service. The Telehealth Authorization and other Ezra Health informed consent forms, as applicable, available at ezra.com/telehealth (“Consent to Treat”) are hereby incorporated into this Agreement by reference and constitutes a part of this Agreement. You agree that Ezra is a third-party beneficiary of the Consent to Treat and has the right to enforce it against you.
You agree and consent to Ezra and the Ezra Medical Providers, sending you disclosures, notices, messages, reports, and other communications. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold Ezra or Ezra Medical Providers liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or your failure to comply with any treatment recommendations contained in communications from Ezra Health or Medical Providers. Except for specific diagnosis or treatment communications received from Ezra Medical Providers, none of the content you receive through the Services should be considered medical or professional healthcare advice.
Where appropriate, Ezra Health and/or your Ezra Medical Provider(s) may also request your cooperation in obtaining and/or transferring records to and from your PCP or other health care providers to assist in providing the best care for you (this may include signing a release and/or authorization to speak to all other health care providers that you see). They may further request your cooperation in involving your personal representative and other trusted parties as nominated by you in your care, including the sharing of information relating to your health, to the extent permitted by applicable law. You hereby authorize us to send any medical records to your PCP or designated health care providers in accordance with Ezra’s Privacy Policy.
Please be aware that the Service, including the Telehealth Services, will stop being provided at the termination of your relationship with Ezra. In recognition that the Telehealth Services are separate from other clinical care you receive, you acknowledge and agree that your PCP and other treating providers are in a position to provide ongoing care to you upon such termination and that you will contact your provider(s) to receive care or referrals for care, if needed, following such termination.
You acknowledge that by providing your mobile device number, you agree to receive automated text messages from Ezra about your account and the Service, as described in the section titled “Text Service” in these Terms of Service.
Services Description: The Service provides a web and mobile-based platform through which users can receive Telehealth Services and other health, research or medical related products or services.
Imaging Services: Through the Service, you can submit your medical history, and ask the Medical Group and its Medical Providers to review your history and, if deemed medically appropriate, order and schedule a magnetic resonance imaging scan, and/or other imaging, scan or medical test listed on our services page here (each, an “Imaging Service”) for screening and other assessments at one of our Imaging Locations (defined below). Depending on the information you provide when requesting an Imaging Service, and/or based on communications with Ezra Medical Providers, Ezra may not be able to fulfill your request for a Service, including if an Ezra Medical Provider determines in its sole discretion that Service is not medically appropriate.
YOU AGREE THE IMAGING SERVICES MAY CARRY INHERENT RISK, AND BY PARTICIPATING IN THE IMAGING SERVICES, YOU CHOOSE TO ASSUME THOSE RISKS VOLUNTARILY. FOR EXAMPLE, THE IMAGING SERVICES MAY CARRY RISK OF ILLNESS, BODILY INJURY, DISABILITY OR DEATH, AND YOU FREELY AND WILLFULLY ASSUME THOSE RISKS BY REQUESTING SUCH SERVICES. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE BEFORE, DURING AND AFTER YOUR PARTICIPATION IN THE IMAGING SERVICES. YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICES OR RECEIVING THE IMAGING SERVICES MADE AVAILABLE TO YOU BY EZRA AND THE POSSIBLE RISKS INVOLVED IN USING SUCH SERVICES. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.
Communication with Ezra Care Team: Representatives from Ezra may contact you via the Service to schedule consultations to discuss your Imaging Service, and/or to discuss other Products (as defined below) as applicable.
Scheduling Imaging Services: If deemed medically appropriate by an Ezra Medical Provider, you or a Care Advisor will schedule an appointment for an Imaging Service at one of the locations listed here that are operated by third parties (each, an “Imaging Location”). Ezra cannot guarantee that such scheduling information or the list of Imaging Locations is accurate, complete, and/or up-to-date. Additionally, scheduling an Imaging Service with an Imaging Location may not guarantee your appointment; the Imaging Location may need to separately confirm such requested appointment. Whether an Imaging Location confirms your appointment is solely at the discretion of such Imaging Location.
Ezra only arranges for Imaging Services in specific locations in the United States. Before scheduling an Imaging Service, please review the list of Imaging Locations here to confirm your proximity to an Imaging Location. There may be penalties or fees if you cancel or miss a scheduled Imaging Service—please view the scheduling terms here.
Results of Your Imaging Service or Product: The results of your completed Imaging Services or other Products (as defined below) will be automatically shared with Ezra and the Ezra Medical Provider by the Imaging Location. You may be able to view the results of your completed Imaging Services or Products on the Site or the Mobile App.
Other Services or Products Offered by Ezra: Ezra may offer or arrange for additional medical, research or health care products and services as part of the Service including genetic testing and analysis (“Ezra Gene”), and a health risk assessment (the “Ezra Risk Assessment”) (collectively, including the Imagine Services, “Products”). More details and terms for Ezra Gene can be found here, and for the Ezra Risk Assessment can be found here.
No Treatment Offered by Ezra AI; Medical Disclaimer: Ezra AI is not authorized to provide services requiring professional licensure, does not offer any medical treatment or perform any clinical health services ,and does not provide any medical advice. Ezra Health only offers preliminary evaluation services and limited medical advice in response to specific findings identified in connection with your medical history, and the results of your Imaging Service or other applicable Products (the “Ezra Health Care Services”). Depending on the results of your Imaging Service or any other applicable Product, you should contact your applicable health care provider for further advice, follow up, diagnoses, or treatment. We will share the results of your Imaging Services and of our other Products with third parties at your request and only as permitted by the Health Insurance Portability and Accountability Act (“HIPAA”).
NO HEALTH CARE PROVIDER/PATIENT RELATIONSHIP IS CREATED BETWEEN EZRA AI AND AN INDIVIDUAL WHEN AN INDIVIDUAL USES CERTAIN SERVICES THAT DO NOT REQUIRE THE ADVICE OR INTERVENTION OF A MEDICAL PROVIDER; A HEALTH CARE PROVIDER/PATIENT RELATIONSHIP MAY BE CREATED BETWEEN AN EZRA MEDICAL PROVIDER AND AN INDIVIDUAL WHEN AN INDIVIDUAL USES THE SERVICES THAT REQUIRE THE ADVICE OR INTERVENTION OF AN EZRA MEDICAL PROVIDER.
The Service, including the Ezra Health Care Services, is not intended or implied to be a substitute for professional medical diagnosis or treatment. You are encouraged to confirm any information or advice obtained from or through the Service with other sources, and review all information and advice regarding any medical condition or treatment with your primary care physician or other health care professional. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SERVICE.
IF YOU THINK YOU OR SOMEONE USING THE SERVICE MAY HAVE A MEDICAL EMERGENCY, CALL A DOCTOR OR YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY.
Health Related Content: While Ezra provides certain Ezra Health Care Services, some health-related information, data, software, photographs, graphics, videos, text, images, typefaces, sounds and other material included in the Service Content or otherwise available on or via the Service describes general principles of health care that should not be construed as professional medical advice or consultation, or specific instructions for individual patients. It is for reference only and should not be used to determine treatment for specific medical conditions—only a health care provider can do that. None of the content made is intended to be a substitute for professional medical advice, diagnoses or treatment. By using the Service for any service other than those provided by Ezra Medical Providers, you agree that you will not rely on the Service as a substitute for professional medical advice, and you understand and agree that in no event will Ezra be liable for any decision made or action taken in reliance on such general information contained thereon, and reliance thereon is solely at your own risk.
EZRA IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY IMAGING SERVICE, OR ANY MEDICAL OR HEALTH PROCEDURE, ADVICE, ANALYSIS OR INFORMATION THAT IS PURCHASED OR ACCESSED THROUGH THE SERVICE THAT IS PROVIDED BY A THIRD PARTY.
Telehealth Services: THE TELEHEALTH SERVICES ARE NOT INTENDED FOR MEDICAL EMERGENCIES OR URGENT SITUATIONS. YOU SHOULD NOT DISREGARD OR DELAY TO SEEK MEDICAL ADVICE BASED ON ANYTHING THAT APPEARS OR DOES NOT APPEAR ON THE SERVICE. IF YOU BELIEVE YOU HAVE AN EMERGENCY, CALL 9-1-1 IMMEDIATELY. YOU SHOULD SEEK EMERGENCY HELP OR FOLLOW UP CARE WHEN RECOMMENDED BY A HEALTH CARE 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 YOUR PRIMARY CARE PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER CONCERNING QUESTIONS YOU HAVE REGARDING A MEDICAL CONDITION AND BEFORE STOPPING, STARTING, OR MODIFYING ANY TREATMENT OR MEDICATION.
IN USING THE SERVICE FOR TELEHEALTH SERVICES, THE MEDICAL/PROFESSIONAL/PATIENT RELATIONSHIP IS BETWEEN EZRA HEALTH, YOUR SPECIFIC MEDICAL PROVIDER, AND YOU. IN NO EVENT WILL A MEDICAL/PROFESSIONAL/PATIENT RELATIONSHIP BE CREATED BETWEEN YOU AND EZRA.
All Telehealth Services are provided by Ezra Health and the Ezra Medical Providers. The Ezra Medical Providers matched through the Services are engaged by Ezra Health, not by Ezra AI, and Ezra Health and their Ezra Medical Providers use independent professional judgment in rendering Telehealth Services. Ezra Health and the Ezra Medical Providers, and not Ezra AI, are responsible for the quality and appropriateness of the clinical treatment and care they render to you through the Service, and any professional advice received from an Ezra Medical Provider through the Service comes from the Ezra Medical Provider alone and not from Ezra AI. The Telehealth Services you receive may vary depending on the Ezra Medical Provider with whom you interact. Should you decide you would like a different Ezra Medical Provider, you should notify Ezra Health at care@ezra.com.
Ezra is providing access to the Telehealth Services provided by Ezra Health solely as a convenience. An Ezra Medical Provider of Telehealth Services interacting with you through the Services may not have the benefit of information that would be obtained by examining you in person and observing your physical condition, in each instance. Therefore, the relevant Ezra Medical Provider may not be aware of facts or information that may affect his or her opinion regarding a potential diagnosis or treatment recommendation. To reduce the risk to you of this limitation, Ezra strongly encourages you to provide all relevant information and discuss any and all diagnosis and treatment options with your primary care physician (“PCP”). By deciding to engage the Services, including the Telehealth Services, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that: (i) the Telehealth Services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a PCP or other health care provider; and (ii) a health care provider acting through the Service may not have important information that is usually obtained through a “hands-on” physical examination.
Insurance: The Service is not an insurance product. The Service is not health insurance or a substitute for health insurance, and the amounts you pay for the Service are not insurance premiums. The Service does not meet any individual health insurance mandate under federal or state law. If you desire any type of health or other insurance coverage, you will need to acquire such insurance separately.
Your Registration Obligations: You may be required to register with Ezra an account on the Site (“Account”) in order to access and use certain features of the Service, including to schedule an Imaging Service or purchase a Product. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service’s registration form. Such registration data and certain other information about you are governed by our Privacy Policy. Ezra is not liable for any loss or damage arising from your failure to comply with these obligations. If you are under 18 years of age, you are not authorized to use the Service with or without registering.
User Account, Password and Security: When creating your Account, you represent and warrant that you will provide true, accurate, current and complete information. You are expected to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your Account. You are responsible for maintaining the confidentiality of your password and Account, if any, and are fully responsible for any and all activities that occur under your password or Account, even if due to misuse or any unauthorized access. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that your Account is personal to you and you agree not to provide any other person with access to the Service using your username, password, or other security information. You also agree to ensure that you logout from your Account at the end of each session. You agree to immediately notify Ezra of any unauthorized use of your password or Account or any other breach of security. Ezra will not be liable for any loss or damage arising from your failure to comply with this Section.
Deleting Your Account: You may delete your account at any time by sending an email with the request in the subject line to privacy@ezra.com. Note that doing so will delete all your data and information stored on the Service or shared via the Service, and we will bear no responsibility for such loss of data or information; provided that we may retain any information or data as permitted under these Terms of Service and subject to our rights under the Privacy Policy, or as may be necessary or advisable in order to comply with any applicable law, rule, statue, order or regulation (collectively, “Law”). All fees that may have been incurred prior to de-registration will be due and owing, until paid in full, such account deletion notwithstanding.
Social Media Sites: You may enable or log in to the Service via various social media and social networking services (“Social Media Sites”), or enable sharing of certain User Content or Service Content to, on or with Social Media Sites. By logging in or directly integrating these Social Media Sites into the Service, we may make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Media Sites on the websites of their respective providers. As part of such integration, the Social Media Sites may provide us with access to certain information that you have provided to such Social Media Sites, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating these Social Media Sites and Ezra’s use, storage and disclosure of information related to you and your use of such services within or via the Service, please see our Privacy Policy. However, please remember that the manner in which Social Media Sites use, store and disclose your information is governed solely by the policies of such third parties, and Ezra shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service. If you share User Content or Service Content, which may include your PHI, you acknowledge that you do so at your own risk.
In addition, Ezra is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Media Sites. As such, Ezra is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Media Sites. Ezra enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
Modifications to Service: Ezra reserves the right to suspend, limit, condition modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Ezra will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that Ezra may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Ezra’s servers on your behalf. To the extent Ezra is storing or processing information or data that is defined under HIPAA as “Protected Health Information” (“PHI”), Ezra will comply with the applicable privacy and security requirements set forth under HIPAA, and as further discussed in the Privacy Policy. You acknowledge that Ezra reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Ezra reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. You further acknowledge that in the event Ezra terminates an inactive account, Ezra may delete any data, including PHI, any once the account is deemed to be inactive, and we will bear no responsibility for such loss of data or information; provided that we may retain any information or data as permitted under these Terms of Service and subject to our rights under the Privacy Policy, or as may be necessary or advisable in order to comply with any Law.
Registering for an Account: In order to register for an Account, you may be required to submit credit card or other payment information at the time of registration.
Fees: Certain products or services offered in connection with the Services (“Products”) are offered for a fee; the prices for Products can be found here. When you schedule an Imaging Service or otherwise purchase a Product, you will be required to select a payment plan that are listed here. You will be charged for the Product pursuant to the payment plan you select. We reserve the right to change the prices for Products.
Payment Method: Collection of your credit card or other payment information and the processing of payment of fees will be performed by third party payment processors (the “Payment Processors”). Ezra currently uses Stripe (https://stripe.com/) as its Payment Processor, but reserves the right to change Payment Processors. You will tender payment to the applicable Payment Processor, and fees will be processed by the applicable Payment Processor. You are bound by the applicable Payment Processor’s terms and conditions for the processing of payments, as the same may be modified by such Payment Processor from time to time (collectively, the “Payment Processor Terms”). Information provided to any Payment Processor is governed by the applicable Payment Processor Terms. Stripe’s Payment Processer Terms are comprised of Stripe’s Connected Account Agreement, located at https://stripe.com/connect-account/legal, which includes the Stripe Services Agreement located at https://stripe.com/legal and Stripe’s Global Privacy Policy located at https://stripe.com/privacy. We are not responsible for the performance of any Payment Processor, including Stripe.
You represent and warrant to Ezra that such information is true and that you are authorized to use the payment instrument. You agree to pay Ezra the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. You shall be responsible for all taxes associated with the Service other than U.S. taxes based on Ezra’s net income. If your payment fails, we may immediately cancel or revoke your access to the Service and/or terminate your account. If you contact your bank or credit card company to decline or reverse the charge of fees, we may revoke your access to our Service and/or terminate your account. If you dispute any charges you must let Ezra know within sixty (60) days after the date that Ezra charges you.
Ezra Health does not accept commercial health insurance plans, are not in-network with any commercial health insurance plans, and are not enrolled with federal or state healthcare programs, such as Medicare and Medicaid. By choosing to use the Service, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state healthcare program. Thus, you are solely responsible for the costs of any services or products provided to you. If you are a federal health program beneficiary, you agree that neither you nor Ezra will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Services.
No Liability. To the fullest extent permitted by law, we will not have any liability whatsoever for any of the Imaging Services, Telehealth Services or other services provided by the Ezra Medical Providers. Ezra Medical Providers bear sole liability for all of the Imaging Services, Telehealth Services or other services provided, including those services that are paid for, partially or wholly, through the Services.
User Conduct: You are solely responsible for all code, content, images, information, data, text, software, photographs, graphics, messages or other materials (“content”) that you upload, share, input, post, publish, email or display (hereinafter, “share”) via the Service (collectively, the “User Content”). The following are examples of the kind of content and/or use that is illegal or prohibited by Ezra. Ezra reserves the right to investigate and take appropriate legal action against anyone who, in Ezra’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the Account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
a. share any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any Law or under contractual or fiduciary relationships; (iii) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is illegal, offensive, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (vi) is false, misleading, or otherwise deceptive; or (vii) in the sole judgment of Ezra, may expose Ezra or its users to any harm or liability of any type;
b. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey or violate any requirements, procedures, policies or regulations of networks connected to the Service;
c. violate any applicable Law;
d. impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity;
e. harvest or collect email addresses or other contact information or personally identifiable information of other users of the Service;
f. take any action that imposes, or may impose, as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
g. copy or store any significant portion of the Service Content;
h. monetize the Service Content through advertising, subscriptions or other means;
i. further or promote any criminal activity or enterprise;
j. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content) available on or through the Service, including through the use of virtual private networks, or by bypassing measures preventing or restricting access to the Service or Service Content; or
k. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Ezra from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
Special Notice for International Use; Export Controls: Software (as defined below) which may be available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export Laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local Laws regarding your use of the Service, including as it concerns online conduct and acceptable content. The Service may not be used or otherwise provided or made available, either directly or indirectly, (a) in Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share the Service with anyone whose status is described in items (a) or (b) above.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or share for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is solely for your personal, non-commercial use.
Mobile Services: The Service includes certain services that are available via a mobile device, including (a) the ability to share content to the Service via a mobile device, (b) the ability to browse the Service and the Site from a mobile device, and (c) the ability to access certain features and content through the Mobile App (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
Text Service: By using the Service, you consent to accept and receive communications from us to the contacts you provide to us in connection with your account, including via prerecorded calls, automated emails, SMS and/or MMS messages sent through an automated telephone dialing system, push notifications and other means (if applicable) (“Text Service”), even if you have opted in to the National Do Not Call List, any state Do not Call List, or the internal Do Not Call List of any company. You may be required to respond to an initial message as instructed to complete your registration and confirm enrollment in the Text Service. You do not have to participate in the Text Service in order to use the Service. In the event you no longer want to participate in the Text Service, you agree to notify us directly. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Ezra account information to ensure that your messages are not sent to the person that acquires your old number.
There is no additional charge for the Text Service, but your mobile carrier’s or other service provider’s standard message and data rates apply to any messages you send or receive through the Text Service, including confirmations and subsequent texts. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any SMS or MMS messages, or other communications, as delivery is subject to effective transmission by your mobile carrier or other service provider and compatibility of your mobile device. Please contact your mobile carrier or other service provider if you have any questions regarding these issues or your mobile data and messaging plan or services.
As described in the Text Service enrollment and welcome messages, you may text “STOP” to cancel such communications as you are not required to consent to the Text Service as a condition of using the Service. You can also text “HELP” for customer support information. If you choose to cancel your Text Service, you agree to receive a final text message from the Text Service confirming your cancellation.
You can invite others to use the Service through the Text Service by providing the numbers of those you want to invite or by selecting the individuals you want to invite from your contacts list (if you have uploaded one). By asking us to invite others to use the Service, you represent to us that those you invite consent to receive the automated invitation messages and that you are authorized to convey that consent to us.
You will also receive information, communications, updates and reminders about your account and the Products you purchase (including, as applicable, any scheduled Imaging Services) via the Text Service.
If you would like to opt out of all communications from us, including information, communications, updates and reminders about your account and the Products you purchase please contact our customer support team at privacy@ezra.com, however, you acknowledge that this may affect your ability to effectively use the Service.
Mobile App License: Subject to these Terms of Service, Ezra hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App for another device on which you also agreed to these Terms of Service. Each instance of the Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.
· Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
· Ezra and you acknowledge that these Terms of Service are concluded between Ezra and you only, and not with Apple Inc. (“Apple”), and that as between Ezra and Apple, Ezra, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
· You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
· Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions.
· Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
· Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Ezra’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
· Ezra and you acknowledge that Ezra, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
· In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Ezra and Apple, Ezra, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
· You represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
· If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Ezra as follows:
By mail: Ezra AI, Inc. 287 Park Ave S STE 615 New York, NY10010
By e-mail: privacy@ezra.com
Ezra and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.
Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Ezra only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Ezra, and not Google, is solely responsible for Ezra’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Ezra’s Google-Sourced Software.
Software: The technology and software underlying the Service, including any proprietary technology or algorithms embodied in Ezra’s software or distributed in connection therewith (the “Software”) are the property of Ezra and our partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Ezra.
Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be made available by written request to privacy@ezra.com. If required by any license for particular open source software, Ezra makes such open source software, and Ezra’s modifications to that open source software (if any), available by written request to privacy@ezra.com. Copyrights to the open source software are held by the respective copyright holders indicated therein.
Service Content, Software and Trademarks: You acknowledge and agree that the Service or Site may contain or feature content or information, including articles and other works (“Service Content”), that are protected by copyright, patent, trademark, trade secret or other proprietary rights and Laws. The Serviced Content is protected by United States and foreign intellectual property Laws. Unauthorized use of the Service Content may result in violation of copyright, trademark, and other Laws. You have no rights in or to the Service Content, and you will not use, copy or display the Service Content, including but not limited to use of framing or mirrors, except as permitted under these Terms of Service. No other use is permitted without our prior written consent, and any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. You may not sell, transfer, assign, license, sublicense, or modify the Service Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Service Content in any way for any public or commercial purpose (except that the foregoing does not apply to your own User Content (as defined below) that you legally share).
Ezra name and logos are trademarks and service marks of Ezra (collectively the “Ezra Trademarks”). Other Ezra, product, and service names and logos which may be used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Ezra. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Ezra Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Ezra Trademarks will insure our exclusive benefit.
User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. You hereby grant Ezra a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, irrevocable license to copy, display, share, perform, distribute, store, modify and otherwise use your User Content, and any Usage Data (as defined below), in connection with (a) the operation and provision of the Service, and (b) subject to the Privacy Policy, (i) the improvement or enhancement of the Service, and the development and provision of new products, services and offerings, and for other development and corrective purposes in connection with the Service and other Ezra offerings, products or services, (ii) to create aggregated or other de-identified data, and (iii) the marketing or promotion of any of the foregoing, in each case in any form, medium or technology now known or later developed, except to the extent that any use would be prohibited by HIPAA or other applicable Law. You represent and warrant that any authorized use of your User Content by Ezra does and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, and intellectual property rights.
You hereby authorize Ezra and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose at any time in accordance with applicable Law and our Privacy Policy.
Any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Ezra are non-confidential and Ezra will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Please note that, as used herein, “Submissions” do not include ideas, suggestions, documents, and/or proposals with respect to any advice or information regarding your Ezra Medical Provider or Ezra Medical Provider’s services provided to you through the Service (“Ezra Medical Provider Submissions”). We encourage you to provide Ezra Medical Provider Submissions directly to your Ezra Medical Provider. However, if you submit any Ezra Medical Provider Submissions through any online questionnaire or otherwise through the Service, you hereby grant us the right to share such Ezra Medical Provider Submissions to your Ezra Medical Provider. We will not publicly display or otherwise disclose Ezra Medical Provider Submissions without your prior written consent.
You acknowledge and agree that Ezra may preserve content and may also disclose content if required to do so by Law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable Laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Ezra, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
The Service may provide links or other access to services, sites, technology, and resources that are, in whole or in part, provided or otherwise made available by third parties, including the Imaging Services or as applicable, other Products (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Ezra has no control over and is not responsible for such Third-Party Services, including for the accuracy, legality, availability, reliability, or completeness of results of, or information shared by or available through Third-Party Services, including the results of Imaging Services or, as applicable, other Products, and such information is subject to change without notice, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Ezra, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Ezra enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Ezra will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
Indemnity: You agree to indemnify and hold Ezra, Ezra Medical Providers and their respective affiliates, officers, employees, directors, service providers, licensors, and agents (collectively, “Related Parties”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to: (i) your use of, or inability to use, the Service, any User Content, your connection to the Service, (ii) your violation of these Terms of Service or your violation of any rights of another, or (iii) your violation of any Laws. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Related Party from or against any liability, losses, damages or expenses incurred as a result of any unconscionable commercial practice by such Related Party or for such Related Party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Service provided hereunder.
Release: To the maximum extent allowable by applicable laws, you hereby release and hold harmless Ezra, and its Related Parties from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, personal injury, property damage, negligence and/or any other legal theory arising from or in connection with the Service and/or the rights and privileges granted or conveyed by you under these Terms of Service.
If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EZRA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; PROVIDED, HOWEVER THAT SUCH DISCLAIMER SHALL NOT APPLY TO ANY EZRA HEALTH CARE SERVICES PROVIDED BY EZRA MEDICAL PROVIDERS.
EZRA MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) ANY CONTENT PROVIDED THROUGH THE SERVICE IS ACCURATE, LEGALLY COMPLIANT, UP-TO-DATE, RELIABLE OR CORRECT, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
EZRA MAKES NO WARRANTY WITH RESPECT TO ANY EZRA HEALTH CARE SERVICES TO THE EXTENT EZRA IS RELIANT UPON, USING OR INCORPORATING ANY THIRD PARTY SERVICES, INCLUDING THE RESULTS OF THE IMAGING SERVICES OR ANY OTHER PRODUCT MADE AVAILABLE BY A THIRD PARTY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, EZRA AND ITS RELATED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) ANYTHING OCCURRING AT AN IMAGING LOCATION OR ANY COMMUNICATION OR CONDUCT WITH ANY PERSON AT OR ASSOCIATED WITH AN IMAGING LOCATION, OR ANY THIRD PARTY SERVICES; (E) ANY SERVICES PROVIDED BY A REFERRED HEALTH CARE OR MEDICAL PROVIDER; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE (EXCLUDING ANY EZRA HEALTH CARE SERVICES PROVIDED BY EZRA MEDICAL PROVIDERS). IN NO EVENT WILL EZRA AND ITS RELATED PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID EZRA IN THE LAST SIX (6) MONTHS (IF AT ALL), OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
EZRA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY OF YOUR USER CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EZRA AND YOU.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disagreements, controversies, disputes, or claims that have arisen or may arise between you and Ezra, whether arising out of or relating in any way to these Terms of Service (including any alleged breach thereof), the Service, the Site, the Mobile App, any advertising or communications you recieve, or any aspect of the relationship or transactions between us (each a “Dispute”), shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that (i) you and Ezra may assert individual claims in small claims court, if such claims qualify and remain in small claims court; and (ii) you or Ezra may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or that involve facts occurring before the existence of this or any prior versions of the Terms of Service, unless those disputes were noticed prior to these Terms of Service becoming effective, as well as claims that may arise after the termination of these Terms of Service. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the Law allows, seek relief against us on your behalf.
b. Waiver of Jury Trial
YOU AND EZRA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Ezra are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection above entitled “Agreement to Arbitrate”. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
c. Waiver of Class and Other Non-Individualized Relief
EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, 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 the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection below entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Ezra agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in New York, New York. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Ezra from participating in a class-wide or mass settlement of claims.
d. Informal Dispute Resolution
Ezra is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing Ezra’s customer support at privacy@ezra.com. If such efforts prove unsuccessful, you and Ezra agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Ezra agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.
To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Ezra should be sent by email to hello@ezra.com or by regular mail to Ezra AI, Inc., 287 Park Ave S, Suite 615 - New York, NY 10010 (“Notice Address”). The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute. Ezra will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.
The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Information Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference may be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
e. Rules and Forum
The Terms of Service evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, you and Ezra agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation ("NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration , except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Ezra should be sent by email to hello@ezra.com or regular mail to our offices located at Ezra AI, Inc.287 Park Ave S, Suite 615 - New York, NY10010. Ezra will provide the Demand to your email/regular address on file.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).
Unless you and Ezra otherwise agree, or the Batch Arbitration process discussed below is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in New York, New York, or, at your election, the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). However, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Ezra will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
You and Ezra agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
You and Ezra agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.
f. Arbitrator
The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
g. Authority of Arbitrator
The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
h. Attorneys’ Fees and Costs
The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.
i. Batch Arbitration
To increase the efficiency of administration and resolution of arbitrations, you and Ezra agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Ezra by or with the assistance of the same law firm, group of law firms, or organizations (“Claimants’ Counsel”), within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.
All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Ezra.
You and Ezra agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.
j. 30-Day Right to Opt Out
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Ezra AI, Inc.287 Park Ave S, Suite 615 - New York, NY10010 or hello@ezra.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Ezra’s rights. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.
k. Invalidity, Expiration
Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief” above, if any part or parts of this Arbitration Agreement (other than the subsection entitled “Batch Arbitration”) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if subsection entitled “Batch Arbitration” of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in New York, New YOrk. You further agree that any Dispute that you have with Ezra as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
l. Future Changes to Arbitration Agreement
You and we agree that Ezra retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at https://ezra.com/terms-of-use and you should check for updates regularly. We agree that if Ezra makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Site and/or Service, including the acceptance of products and services offered on the Site or Mobile App, following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of these Terms of Service with an arbitration agreement and you did not validity opt of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Ezra will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Service.
You agree that Ezra, in its sole discretion, may suspend, limit, condition or terminate your Account, use of the Service or any feature or function thereof and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Ezra believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service may be referred to appropriate law enforcement authorities. Ezra may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that, except as may be explicitly set forth herein, any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Ezra may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Ezra will not be liable to you or any third party for any termination of your access to the Service (except as may be explicitly set forth herein). Upon termination of your relationship with Ezra, your right to use the Service will automatically terminate, and we may delete your User Content associated therewith from our live databases. Ezra will not have any liability whatsoever to you for any suspension or termination, including for deletion of your User Content. All provisions of these Terms of Service which by their nature should survive, will survive termination, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
These Terms of Service constitute the entire agreement between you and Ezra and govern your use of the Service, superseding any prior agreements between you and Ezra with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Ezra agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles, California. The failure of Ezra to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. Subject to the provisions of the Dispute Resolution By Binding Arbitration section above, if any provision or portion of any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision or portion thereof, and the other provisions or portion(s) of the provision of these Terms of Service remain in full force and effect. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Ezra, but Ezra may assign or transfer these Terms of Service, in whole or in part, without restriction. We shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. It is your responsibility to keep your contact information up to date. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Please contact us to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service:
By mail: Ezra AI, Inc. 287 Park Ave S STE 615 New York, NY 10010
By e-mail: privacy@ezra.com, with a subject line of “Website Question.”
