1.1 Subscription. XRHealth will provide you with access to the Site and the Services in accordance with this Agreement, as purchased by you via an electronic order form. The Services may include certain telehealth services, provided by physical, occupational, and other healthcare professionals. You may be required to download and install certain software, as may be updated from time to time.
1.2 Consent to Treatment. XRHealth offers telehealth-based services provided by healthcare professionals, including physical and occupational therapists retained by XRHealth (the “Telehealth Professionals”). Telehealth (or Telemedicine, often these terms are used interchangeably) involves the real-time evaluation, diagnosis, consultation, and treatment of a health condition using advanced telecommunication technology, which often includes the use of interactive audio, video, or other electronic media. The use of telehealth technology allows the XRHealth provider to see and communicate with you, the patient, in real-time from a remote or distant location. The services needed to support this treatment may include physical, occupational or other therapy. I have had the opportunity to ask questions and have had these questions answered to my satisfaction. I have received an explanation and a copy of my rights and responsibilities as a patient of XRHealth’s and understand those rights and responsibilities. I understand the benefits and risks of receiving treatment at home and hereby authorize XRHealth and its practitioners, associates, technical assistants and/or other professionals as XRHealth may deem necessary (the “Telehealth Providers”) to provide the treatment to me as set forth by and under the direction of my physician. By agreeing to these Terms, you are giving your informed consent for the provision of telehealth services by XRHealth Telehealth Providers.
1.3 Benefits and Risks of Telehealth Services. Telehealth provides access to care in circumstances where it may be difficult to provide otherwise. The benefits of telehealth services may include improved and easier access to health care by enabling patients to remain in their own locations and more efficient health care evaluation and management, often at a lower cost compared to other alternatives. Yet, as with any type of health care service, there are potential risks associated with the use of telehealth services and, hence, the Services provided via this Site. XRHealth Telehealth Providers: (a) may conduct their practice in a different location than the one where I may be physically present for such medical care; (b) may not have the opportunity to perform an in-person physical examination of me at the time my telehealth services are provided; and (c) may rely on information provided by me before and during our telehealth services encounter.
You understand that the XRHealth Telehealth Providers’ advice, recommendations, and/or decisions may be based on factors not within their control, such as incomplete or inaccurate data provided by me or distortions of diagnostic images or specimen that may result from electronic transmission issues. I understand that you must provide information about my medical history, condition(s), and current or previous medical care that is complete and accurate to the best of my knowledge and ability. You also understand that in the event the telehealth services are interrupted due to a technology problem or an equipment failure, alternative means of communication may be implemented and/or an in-person medical evaluation with my health care provider may be necessary.
You understand that the level of care provided by XRHealth Telehealth Providers is to be the same level of care that is available to you through an in-person medical visit; provided, however, if XRHealth Telehealth Providers determine that the provision of telehealth services will not adequately address my medical needs, the treating XRHealth Telehealth Provider(s) may require you to schedule and attend an in-person medical examination with my health care provider.
If, after a telehealth services session, you experience any urgent medical symptoms or conditions, you should alert your treating physician or, in the case of an emergency, I will dial 911 or go directly to the nearest emergency room.
If required by law, XRHealth Telehealth Providers must share information regarding you telehealth services session with your primary care physician. You hereby authorize XRHealth and your XRHealth Telehealth Provider(s) to share such information, which may include but is not limited to copies of your medical records, a report containing an explanation of the telehealth services provided to me, and/or any evaluation, analysis, or diagnosis of my medical condition made by the XRHealth Telehealth Provider(s).
1.4 Primary Care Provider Relationship; No Medical Diagnosis. Our Services may include medical and/or non-medical applications. The Services you receive from Health Care Professionals through the Site should not be used as a replacement for a primary care provider relationship. The Services you receive from Health Care Professionals through the Site may not necessarily give rise to a provider-patient relationship or an ongoing treatment relationship. You are expected to seek follow-up or emergency care when recommended by a Health Care Professional or when otherwise needed, and you should continue to consult with your primary care provider and/or any other health care providers as needed or recommended. Additionally, the Health Care Professionals who provide Services through the Site may make recommendations and/or arrangements for follow-up care, as appropriate, and you are welcome to access our Services for these follow-up visits. Our Services are intended to provide you with a wide range of immersive applications, games and content enhancing the physical and cognitive wellbeing (which includes the use of any Hardware). The design and function of the Services and its contents, such as information, questions, text, graphics, images, audio and video files, user help files, user interface, layout and presentation, and data relating to your use of the Services, and other material contained in the Services (“Content”) are not intended to function as medical diagnosis. Although certain Content has been prepared in consultation with healthcare professionals, the Content is not intended as medical diagnosis or treatment in lieu of consultation with a health care provider. PLEASE CONSULT YOUR HEALTH CARE PROVIDER REGARDING ANY SPECIFIC DIAGNOSIS, TREATMENT OR HEALTH QUESTIONS. IF YOU ARE EXPERIENCING AN URGENT MEDICAL CONDITION, IMMEDIATELY CALL 9-1-1.
1.6 Notifications. The Services may include the sending of push-notifications, messages, emails, alerts via various means of communication. You can deactivate the push-notifications at any time by changing the notification settings on your device. By using the Services, you acknowledge and agree that the Services may contain telephone communications and/or text messages, and you represent and warrant that you are the primary owner of the phone number provided to us. You consent to receive telephone communications and/or text messages, which may be sent from an automated system. You understand that message and data rates may apply. Your consent to receive these types of communications is not required to use the Services, and you may unsubscribe from calls or texts at any time.
1.7 Service Changes. We reserve the right, but are not obligated, to modify, improve, make any other changes to, or discontinue, temporarily or permanently the Services without notice, at any time. If we choose to supply you with any updates, upgrades and any new versions of the Site or Services (“Updates”) according to its then current policies, it may include automatic updating or upgrading of the Services with or without any additional notice to you and this Agreement will govern any such Updates unless these are accompanied by a separate license agreement which will prevail, and all references herein to the Services shall include such Updates.
1.8 Licensure. XRHealth represents and warrants that each professional involved in providing the Services and XRHealth, as applicable, currently hold (and for the term of the Agreement shall continue to hold) the necessary license(s) as required to perform the Services under this Agreement. XRHealth shall require the professionals to render the any Services in accordance with the prevailing standard of care. XRHealth shall cause its professionals to comply with all applicable governmental laws and regulations. Nothing in this Agreement shall be interpreted to interfere with a professional’s delivery of direct patient care, or independent judgment in the practice of their profession. XRHealth professionals shall have complete control over the diagnosis and treatment of patients and XRHealth shall not exercise any direct supervision or control over a professional’s treatment. No clause or provision in this Agreement shall be interpreted as providing XRHealth or its professionals any power or authority to act on behalf of you, or provide XRHealth or its professionals any rights, duties, discretions or responsibilities enabling XRHealth or its professionals to dictate your treatment.
2. Revisions To This Agreement. We may revise and update this Agreement from time to time without prior notice to you and will post the updated Agreement to the Site. ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Any changes to this Agreement will not apply retroactively to events that occurred prior to such changes.
3. Your License to Access the Services and Content.
3.1 License. Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, revocable and non-transferable right to access the Site and Services during your subscription term, for your personal use. Any use of the Site or Services in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use the Services.
3.2 License Limitations. Except as expressly permitted by the terms of this Agreement, you shall not:
3.3 Acceptable Use of the Services. You are responsible for the way in which you access and use the Services and for any materials stored, posted or uploaded to, or distributed or transmitted through, the Services by or on behalf of you. You shall use commercially reasonable efforts to prevent any unauthorized access to or use of the Services and, in the event of any such unauthorized access or use, shall promptly notify us. You shall comply with all applicable laws, regulations, rules and codes with respect to your activities relating in any way to your use or exploitation of the Services. Your access to this Services is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or services we provide on the Services without notice.
4. Your Obligations to XRHealth.
4.1 Your Representations. You represent and warrant to us that: (a) you have the legal capacity to understand and enter into this Agreement; (b) you are of at least 18 years of age; or you have permission from your parent(s) or legal guardian(s) to use the Services; and (c) all information you give us is valid and true and yours to provide to us.
4.2 Your Account. In order to use certain features of the Services, you will may be required to provide log in information in order to create an account (“Account”). As part of the registration process and as a condition of your access to the Services, you may create one Account only and provide us with your current, complete and accurate information (“Account Information”). If your Account Information changes, you must promptly update your Account to reflect those changes.
Each Account is for the personal use of the registered user only. You may not share your log-in details or password (if required) with any other person. XRHealth does not allow multiple users (networked or otherwise) to access the Services through a single name and password. You may receive emails from us confirming the details of your registration, and providing you with necessary information relating to your access and use of the Services and your Account.
If you wish to cancel and remove your Account, please send us a request using the XRHealth Patient Support Form. Your Account will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account. Note that you will be able to edit or remove, at any time, any information contained in your Account.
Cancelling your account may cause the loss of certain information you provided us and XRHealth does not accept any liability for such loss. Please note that we are legally obligated to keep health information even if your account has been terminated, and such information will be deleted only when and if allowed according to applicable laws.
4.3 Use of the Services. You agree that:
5. Intellectual Property.
5.1 Ownership. You acknowledge and agree that, as between you and us, we own all intellectual property rights in the Sites, our Content and the Services. Nothing in this Agreement constitutes a transfer of any intellectual property rights from us to you. The Content and any material provided to you in conjunction with the Services may be subject to copyright and other intellectual property laws. You may not use or reproduce or allow anyone to use or reproduce any Content (including the “XRHealth” name and logo or other trade names appearing on the Sites) for any reason without prior written permission from us. The software that operates the Sites is proprietary software and you may not use it except as expressly allowed under this Agreement.
5.2 Use. You may retrieve and display the Services or Content from the Sites on a computer screen or mobile device, print individual pages on paper (but not photocopy them) and store such pages in electronic form on your computer or mobile device for your personal, non-commercial use. Except as expressly permitted by this clause, you may not reproduce, modify or in any way commercially exploit our Services or Content on the Sites. In particular, but without limiting the general application of the restrictions in the previous sentence, you may not do any of the following without prior written permission from XRHealth:
6. Your Content. You are solely responsible for any material, opinion, content or data that you post, publish or otherwise transmit through the Services; or obtain through accessing or using the Services (collectively, “User Content”). By posting or adding any User Content to the Services, you grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable licence and sub-licence to use that User Content in any way (including, without limitation, by reproducing, changing, translating, and communicating the User Content to the public) and permit us to authorize any other person to do the same thing. This licence will survive any termination of this Agreement. You represent and warrant to us that you have all necessary rights in respect of any User Content which you post or otherwise contribute to the Services to grant the licences and consents set out in this clause. You waive any moral rights that you may have in regard to your User Content, and if you add any User Content in which any third party has moral rights, you must also ensure that the third party also consents in the same manner.
You acknowledge that the views expressed in User Content provided by you and other users do not necessarily reflect the views of XRHealth, and we do not support or endorse any user content. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other users on our Services. For the avoidance of doubt, we will not be taken to have uploaded, posted, transmitted or otherwise made User Content available on the Services simply by facilitating others to post, transmit or otherwise make the User Content available. Furthermore, we do not endorse any opinion, advice or statement made by any person other than us.
We reserve the right, but are not obligated, to: a) review, modify, reformat, reject or remove any User Content which you upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) that, in our opinion, violates this Agreement or otherwise has the potential to harm, endanger or violate the rights of any person; and b) monitor use of the Services, and store or disclose any information that we collect, including in order to investigate compliance with this Agreement or for the purposes of any police investigation or governmental request.
If you believe that any User Content infringes your legal rights, you should notify XRHealth immediately by contacting our customer service centre.
All data and information which you input into the Service, including data and information gathered and transmitted to the Service by your virtual reality headset or other hardware used with the Services (collectively, “User Data”) is stored in a private and secure fashion, and will not be used by XRHealth except as permitted herein. You hereby grant to XRHealth a limited, non-exclusive, non-transferable, royalty-free right to use, reproduce, manipulate, display, transmit and distribute the User Data solely in connection with providing the Services to Customer during the subscription term, and improving and developing the Services and XRHealth’s other products, software or services. XRHealth may analyze User Data, and data of other users, to create aggregated or anonymized statistics or data that do not identify you or any individual and may use and disclose such statistics or data in its sole discretion. Except as specified otherwise in this Agreement, you shall be solely responsible for providing, updating, uploading and maintaining all User Data. XRHealth will implement and maintain administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of protected health information as required under applicable privacy law. The content of User Data shall be your sole responsibility. XRHealth does not guarantee the accuracy, integrity or quality of User Data. For clarity, User Data will only be accessible to you during the applicable subscription term. You shall not: (a) upload or otherwise make available to XRHealth any User Data that is unlawful or that violates the rights of any third parties; (b) upload or otherwise make available to XRHealth any User Data that you do not have a right to transmit due to any law, rule, regulation or other obligation; (c) use, upload or otherwise transmit any User Data that infringes any intellectual property, other proprietary rights or other rights of any third party; or (d) except as permitted by and in compliance with applicable privacy related laws, upload or otherwise make available to XRHealth any Customer Data that constitutes protected health information under applicable privacy related laws
7. System Unavailability. There may be times when the Services is unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Services will always be available or is completely free of human or technological errors.
8. Errors. The Services may contain typographical mistakes, inaccuracies, or omissions and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Services or any information supplied to you via the Services, or that files available through Services are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.
9. Compatibility. You must provide the equipment and Internet connections necessary to access the Services at your own expense. We do not guarantee that the Services will operate with your computer, Mobile Device, internet service plans, or Mobile Provider service plans or with any particular computer or other piece of hardware, software, equipment, or device you install on or used with your computer.
10. No Guarantees. THE SITE, SERVICES AND OUR CONTENT (COLLECTIVELY, THE “SYSTEM”) ARE PROVIDED “AS IS”. WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SYSTEM; (II) ANY ADVICE YOU GLEAN FROM THE SYSTEM; OR (III) ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SYSTEM. WE DO NOT PROMISE THAT THE SYSTEM WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT.
13.2 Shipping & Delivery. We will use commercially reasonable efforts to deliver the Hardware to you within 2 to 15 business days after a request to lease the Hardware is placed. However due to Hardware availability, processing, the delivery destination and other circumstances outside of our control, delays may occur. If you have not received the Hardware after 2 weeks please contact us. If the Hardware arrives damaged you must contact us immediately and we will arrange for the Hardware to be returned to us. In the instance that you provide an incorrect delivery address we will not be responsible or loss or damage suffered by you, if the Hardware is delivered to the incorrect address that you have supplied.
a.Prior to shipping a Virtual Reality headset (“Hardware”) to the patient, XR Health must collect valid credit card information as collateral for the hardware. This credit card will also be used for Copayments, Late Cancellation Fees, and No-Show Fees as described in the Financial Policy. You will receive email communication requesting your credit card information via a secured link that is HIPAA-compliant.
b. The Hardware is and shall remain the property of XRHealth. Patient shall not have taken, or attempt to take, any right, title, or interest therein or permit any third party to take any interest therein. Patient will not transfer, sell, assign, sublicense, pledge, or otherwise dispose of, encumber or suffer a lien or encumbrance upon or against the Hardware or any interest in the Hardware. Patient shall be responsible for any damage to the Hardware and shall contact XRHealth immediately if the Hardware is damaged upon arrival to Patient.
In the event Patient completes the treatment plan or decides to cancel or suspend the enrollment, Patient shall return all Hardware to XRHealth USA Inc. within seven (7) business days from email receipt of the shipping label. In case Patient damages, loses, or otherwise does not return the Hardware after seven (7) business days from receipt of the shipping label, XRHealth USA Inc. is entitled to charge Patient the amount of $999 using the Patient’s credit card on file. The charged amount shall be refunded if Hardware is subsequently returned within 30 days in the condition in which it was received.
13.3 Return. At the conclusion of your use of our Services, you must return the Hardware to us or any third-party we designate. The Hardware must be placed in the original box (or a different suitable shipping box) and properly sealed. We will provide you with a return label for shipping. If you have lost or cannot find the return label, please contact us.
14. We Are Not Liable to You for Your Use of Services. WE ARE NOT RESPONSIBLE FOR ANY DAMAGES TO YOU OR ANYONE FILING SUIT ON YOUR BEHALF FOR ANY REASON. XRHEALTH AND OUR SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES OR SUCCESSORS-IN-INTEREST, WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SYSTEM OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SYSTEM AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF XRHEALTH.
YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES.
IN ANY EVENT, OUR MAXIMUM TOTAL LIABILITY OF XRHEALTH FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE AMOUNT YOU PAID TO XRHEALTH TO ACCESS THE SERVICES.
15. Indemnification. YOU WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND RXHEALTH, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, “XRHEALTH PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING THEREFROM) RELATING TO ANY ACTION OR PROCEEDING BROUGHT BY A THIRD PARTY AGAINST ANY ONE OR MORE OF THE XRHEALTH PARTIES (I) ALLEGING INJURY, DAMAGE, OR LOSS RESULTING FROM YOUR USE OF THE SYSTEM; (II) ALLEGING THAT YOUR MATERIALS INFRINGES A COPYRIGHT, PATENT, OR TRADEMARK OR MISAPPROPRIATES A TRADE SECRET OF A THIRD-PARTY; (III) RELATED TO ANY ACT OR OMISSION BY YOU WHICH IS A BREACH YOUR OBLIGATIONS UNDER THIS AGREEMENT; AND (IV) YOUR USE OF INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICES.
a) the license and all other rights granted to you hereunder will automatically terminate;
b) you must comply with the Hardware Terms and Conditions, including returning the Hardware immediately; and
c) you must immediately cease all use of the Service, delete and destroy all copies of the Site in your possession or control and so certify to XRHealth if required by it.
We can suspend or terminate your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred:
18. Agreement to Arbitrate; Class Action Waiver. ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SERVICES PROVIDED BY XRHEALTH (EACH A “DISPUTE”) SHALL BE SETTLED BY ARBITRATION IN BOSTON, MASSACHUSETTS ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS CONSUMER ARBITRATION RULES. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT YOU MAY HAVE TO A TRIAL BY JURY REGARDING ANY DISPUTE. YOU UNDERSTAND THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE THAT WE OR YOU MAY ENFORCE. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT YOU MAY HAVE TO A SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES AWARD. ANY ARBITRATION AWARD SHALL BE LIMITED TO ACTUAL DAMAGES AND ATTORNEYS’ FEES.
YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT YOU MAY HAVE TO ANY FORM OF CLASS ARBITRATION. YOUR DISPUTE SHALL BE RESOLVED INDIVIDUALLY AND SHALL NOT BE CONSOLIDATED WITH ANY OTHER CLAIM OF ANY OTHER PERSON OR ENTITY. YOU AGREE AND ACKNOWLEDGE THAT YOU MUST INITIATE ANY DISPUTE BY FILING A PROPER DEMAND FOR ARBITRATION WITHIN ONE YEAR OF THE DATE OF THE EVENT GIVING RISE TO YOUR DISPUTE AND THAT YOU CAN BRING NO DISPUTE AFTER THAT TIME.
JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. JURISDICTION FOR ANY APPEAL OF AN ARBITRATION AWARD IS APPROPRIATE ONLY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS. YOU AGREE AND ACKNOWLEDGE THAT ANY DISPUTE, INCLUDING THE FACT AND OUTCOME OF ARBITRATION, IS STRICTLY CONFIDENTIAL. YOU ACKNOWLEDGE AND AGREE THAT XRHEALTH WOULD NOT ALLOW YOUR USE OF THE SERVCES ABSENT YOUR AGREEMENT TO ARBITRATE AND WAIVER OF YOUR RIGHT TO A TRIAL BY JURY.
19. General. If a provision of this Agreement is deemed invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other. Our failure to insist upon or enforce any provision in this Agreement shall not be construed as a waiver of any provision or right of XRHealth. XRHealth, its affiliates and information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the provision of any Services that may result directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, transportation embargo, computer viruses, epidemics or pandemics, unauthorised access, theft, operator errors, severe weather, earthquakes or natural disasters, strikes or other labour problems, wars, or governmental restrictions. You may not transfer or assign this Agreement in whole or in part, by operation of law or otherwise, without the prior written consent of XRHealth. Any assignment or transfer, or attempt thereof, without such prior written consent will be void and have no effect. All terms and conditions contained herein will inure to the benefit of, and be binding upon, any successor and any permitted assignees of the parties. The terms and conditions in this Agreement that by their nature and context are intended to survive any termination or expiration of the term of this Agreement, including, but not limited to Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15, will survive such termination or expiration of the term of this Agreement for any reason and will be fully enforceable thereafter.
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