Terms & Conditions

Introduction

Ezra AI, Inc. (“Ezra AI”), Ezra Health of California, P.C. (“Ezra Health”) and their affiliates (collectively, “Ezra,” “we,” “us,” “our”) provides certain services (described below) to you through its website located at www.ezra.com (the “Site”) or other websites maintained by us, and through our cloud platforms, and 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 (as amended from time to time, the “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, at our sole discretion, 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 were last revised. We will also notify you, either through the Service user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Service or changes made for legal reasons will be effective immediately. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. 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 become effective constitutes your acceptance of the new Terms of Service.

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 REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST EZRA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy

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.

Additional Terms

In addition, when using or receiving the Service, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Telehealth Authorization

By registering for an account, you have agreed to the terms and conditions of the Telehealth Authorization.

Access and Use of the Service

Services Description: The Service provides a web and mobile-based platform through which users can receive telehealth imaging services and other health, research or medical related products or services.

Imaging Services: Through the Service, you can submit your medical history, and ask Ezra’s medical providers (each, an “Ezra Medical Provider”) 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 a Ezra Medical Provider determines in its sole discretion that Service is not medically appropriate.

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 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 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 EZRA HEALTH 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 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. 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.

Your Registration Obligations: You may be required to register with Ezra on the Site 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 accurate 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.

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.

Payment

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.

Conditions of Access and Use

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 (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 and Software

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., 79 Madison Avenue Suite 545, New York, NY 10016
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.

Intellectual Property Rights

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 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 statistical and usage data relating to your use of the Service derived by Ezra or its third-party service providers, 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.

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.

Third-Party Services and Websites

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.

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.

Indemnity and Release

You agree to release, indemnify and hold Ezra and its affiliates and its and their officers, employees, directors, service providers, licensors, and agents (collectively, “Indemnitees”) 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 your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. 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.

Disclaimer of Warranties

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 IMAGINING SERVICES OR ANY OTHER PRODUCT MADE AVAILABLE BY A THIRD PARTY.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, EZRA 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 EZRA HAS 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’S 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).

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.

Dispute Resolution By Binding Arbitration:

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 disputes or claims that have arisen or may arise between you and Ezra, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. 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. You agree that, by entering into these Terms of Service, you and Ezra are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND EZRA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND EZRA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

c. Pre-Arbitration 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, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Ezra should be sent to:

Ezra AI, Inc.
79 Madison Avenue Suite 545
New York, NY 10016
(“Notice Address”).

The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Ezra and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Ezra may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Ezra or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Ezra is entitled.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator administered by JAMS in accordance with JAMS’ Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this Section, and as of the date of this Agreement). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. For information on JAMS, please visit its website, https://www.jamsadr.com/. Information about the JAMS Rules and fees for disputes can be found at JAMS’ relevant page, https://www.jamsadr.com/rules-download/. If there is any inconsistency between any term of the JAMS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Ezra and you agree otherwise, the seat of arbitration shall be Los Angeles, California. If your claim is for $10,000 or less, Ezra agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the JAMS Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Ezra will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Ezra will pay your portion of such fees. In addition, 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. Any payment of attorneys’ fees will be governed by the JAMS Rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.

h. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Ezra agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Ezra written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

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).

General

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. If 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, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. 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. 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. 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.

Notice for California Users

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. You may contact us at:

By mail: Ezra AI, Inc., 419 Park Avenue South, New York, NY 10016

By phone: 888-402-3972

Questions? Concerns? Suggestions?

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., 419 Park Avenue South, New York, NY 10016
By e-mail: privacy@ezra.com, with a subject line of “Website Question.”