Terms and Conditions

Last updated December 04, 2023

Agreement between User and Verdure Institute

Verdure Institute (a DBA of the Dambrosio Medical Group, Inc.) (“Verdure Institute,” “we,” “us,” “our”) provides its services (described below) to you (“you”) through its website located at https://verdureinstitute.com (the “Site”) and through its related services, content, tools, widgets, software, API(s), and/or other product(s), service(s), data, or information supplied to you by Verdure Institute (collectively, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms and Conditions (as amended from time to time, the “Terms and Conditions”).

USE OF OUR SERVICES IS NOT APPROPRIATE FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, OR IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

This agreement is the user agreement (the “Agreement”) for Verdure Institute. This Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains of the Site. If you do not agree to be bound by the terms and conditions of this Agreement, do not access the Site or use the Services. As discussed below, we reserve the right, at our sole discretion, to change or modify portions of these Terms and Conditions at any time. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms and Conditions.

In addition, when using certain services, you may be subject to any additional terms and conditions applicable to you as a Verdure Institute user, including, without limitation, the Privacy Policy located at https://verdureinstitute.com/privacy-policy (“Privacy Policy”). You must read, agree with and accept all of the terms and conditions contained in this Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may use the Site.

PLEASE READ THE FOLLOWING CAREFULLY AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU MAY HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST VERDURE INSTITUTE 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. BY USING THIS SITE, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS AND CONDITIONS, PLEASE DO NOT USE THESE SERVICES.

This site (https://verdureinstitute.com) is an E-Commerce Site.

Verdure Institute is a medical services provider focused on the health and wellness of all patients.

Children Under Thirteen

Verdure Institute does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use https://verdureinstitute.com only with permission of a parent or guardian.

Access Rights and Use of the Services

Services Description: https://verdureinstitute.com is a platform that facilitates the marketing and sale of health care services by health care providers (“Providers”) to patients, including you (“you” or “Patient(s)”) searching for health care services and Providers thereof, prescription services as described herein, and the scheduling of and payment for health care services and/or prescription services by you. Users of the Site shall be considered as “Patients”. Patients are allowed access the Services available on the Site. To benefit from all of the Services offered by Verdure Institute and access additional features that are not otherwise available, you must register and provide certain information about yourself, which you permit Verdure Institute to use and disclose as provided in our Privacy Policy.

Medical Advice Disclaimer: AS FURTHER SPECIFIED HEREIN, YOU ACKNOWLEDGE AND AGREE THAT VERDURE INSTITUTE DOES NOT PROVIDE ANY MEDICAL SERVICES NOR MEDICAL ADVICE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR ENDORSEMENTS REGARDING ANY MEDICAL SERVICES OR ADVICE THAT YOU MAY OBTAIN THROUGH THE SITE AND/OR THE SERVICES. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SITE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY.

NO HEALTH CARE PROVIDER/ PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SERVICES. VERDURE INSTITUTE IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER THIRD PARTY INFORMATION, SITE, PRODUCT, OR SERVICE THAT YOU PURCHASE OR ACCESS THROUGH THE SITE.

VERDURE INSTITUTE IS NOT A PHARMACY NOR DOES IT PERFORM PHARMACY SERVICES INCLUDING ADVICE ON PRESCRIPTION MEDICATION. YOU ACKNOWLEDGE THAT FOR ANY ADVICE OR QUESTIONS RELATED TO MEDICATION, YOU SHOULD CONTACT YOUR PHARMACIST OR HEALTHCARE PROVIDER.

The inclusion of any health care provider on the Services shall not be considered as an endorsement of such health care provider by Verdure Institute and shall not in any way mean that Verdure Institute has conducted any due diligence or other investigation regarding the health care provider.

Your Registration Obligations: You may be required to register with Verdure Institute in order to access and use certain features of the Service and become a Patient. 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. Registration data, any health data that you may upload to the Service and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering.

Our Service is currently only available to individuals who are located in states in which we offer the Service, are at least eighteen (18) years of age or older, or at least the age of majority in their jurisdiction of residence, if higher than eighteen (18), and who have accepted this Agreement. By visiting, accessing, registering with or using the Service, you are (a) representing and warranting to us that you satisfy all of these eligibility requirements, (b) representing and warranting that when you use the Service to consult with a Provider, you are located in the same state as the shipping address you provide in your account, (c) agreeing to comply with all applicable laws in visiting, accessing, registering with our using the service, and (d) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

Member Account, Password and Security: 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. Verdure Institute is entitled to act on instructions received under your password. You agree to (a) immediately notify Verdure Institute of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Verdure Institute is not responsible for any actions taken or transaction made to or from your accounts by any other party using your password, and Verdure Institute will not be liable for any loss or damage arising from your failure to comply with this Section.

Modifications to Our Service: Verdure Institute reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Verdure Institute 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 of Your Information: You acknowledge that Verdure Institute 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 Verdure Institute or its affiliates servers on your behalf. You agree that Verdure Institute has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Verdure Institute reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Verdure Institute reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. Notwithstanding the foregoing, any health data that you may upload to the Service shall be maintained in accordance with the requirements under HIPAA and applicable state data privacy and medical records laws.

Verdure Institute affiliates itself with Doxy.me Inc. (“Doxy.me”) for its tele-medical services and uses Dokbot (“Dokbot”) to collect and store your information. By using our Services, you agree with Doxy.me and Dokbot’s Terms of Service/Use and Privacy Policy.

Doxy.me Inc.

Dokbot

Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device and (ii) the ability to browse the Service and the Site from a mobile device (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. By using the Mobile Services, you agree that we may communicate with you regarding Verdure Institute and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Verdure Institute account information to ensure that your messages are not sent to the person that acquires your old number.

Electronic Communications

When you visit the Site or send e-mails to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

By using the Site, you acknowledge and agree that Verdure Institute will send Patient e-mails relating to your Patient account and Verdure Institute promotions. You can opt out of your subscription to Verdure Institute’s e-mail services at any time by logging in to the Site and changing your notification preferences. You may also be able to unsubscribe to special promotional e-mails by clicking on the unsubscribe link in any of our e-mail communications, under opt-in preferences.

By using the Site and opting to receive emails, text messages, and electronic communications, you acknowledge and agree that Verdure Institute will be transmitting certain of your health information, electronically. You acknowledge and agree that while Verdure Institute takes commercially reasonable steps to protect the privacy and security of your health information, no system is completely secure. You may choose not to receive emails or text messages any time by unsubscribing.

You acknowledge and agree that you are solely responsible for providing Verdure Institute with accurate contact information, including your mobile device number and email address, where we may send communications containing your health information. Verdure Institute is not responsible for user errors and omissions.

Your Use of the Services

You agree to use the Services only to help you find a health care provider for yourself or another person. You are solely responsible for all images, information, data, text, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. You will ensure that all content you upload or share complies with all applicable laws, rules and regulations, is appropriate and non-offensive, and that you have all necessary rights to use, share, and/or upload such content, without infringing any third party rights. Verdure Institute reserves the right to investigate and take appropriate legal action against anyone who, in Verdure Institute’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 in a manner that Verdure Institute determines, in its sole discretion, is illegal or improper.

Fees: Verdure Institute does not accept Medicare, Medicaid, or any other Insurance Provider. In the event you choose to use the Services to schedule and pay out of pocket for health care services, you will be required to provide Verdure Institute or Verdure Institute 's financing partner with information regarding your credit card or other payment instrument. You represent and warrant to Verdure Institute that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Verdure Institute the amount that is specified in the payment plan in accordance with the terms of such plan and this Terms and Conditions. If you dispute any charges you must let Verdure Institute know within fifteen (15) days after the date that Verdure Institute charges you. You shall be responsible for all taxes associated with the Services.

Further, we have no control over, and cannot guarantee the availability of, any health care provider at any particular time. Verdure Institute is not liable for any cancelled or unfulfilled appointments, or any injury or loss resulting from the foregoing, or for any other injury or loss related to your use of the Site or Services.

Cancellation: Verdure Institute’s cancellation policy makes booking, cancelling, and rescheduling easy. Verdure Institute will honor a full refund for any of our visits when cancelled within the following time constraints:

· Virtual visits: cancel up to 48 hours before the scheduled visit

We are unable to offer refunds for the following:

· No-shows or missed appointments

· Refund requests due to not receiving a prescription or disagreement with the clinical outcome of the visit

· Any request made 10 days after the original purchase date

If you do make a same-day appointment by mistake and need to cancel, Verdure Institute will refund you if you request a cancellation within fifteen minutes of completing the purchase.

United States Use Only: Verdure Institute services are only intended for users in the United States. Your information may be transmitted to third parties in other countries to help provide the services. California governs these terms.

This Service is hosted in the United States and are intended only for users located in the United States. Verdure Institute makes no representation that the materials are appropriate or available for use outside the United States. If you access our Service from outside the United States, you will be responsible for compliance with all local laws. You agree to comply with all laws and regulations applicable to your use of our Services.

Note also that information submitted by you to us may be transmitted to and shared with third parties located in other countries, in order to provide Services to you. These Terms and Conditions and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of California, United States.

The Service is designed for and intended for Providers, Patients and/or other users in the United States only. We make no representation that the information and services provided on the Service are applicable to, appropriate for, or available to Providers, Patients and/or other users in locations outside the United States. Accessing the Service from territories where the content is illegal is prohibited. If you choose to access the site from a location outside the U.S., you do so on your own initiative, without our consent, and you are responsible for compliance with local laws.

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 upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is for your personal use only.

Prescription Services: Medication is prescribed at the discretion of the Provider and only if medically necessary. Verdure Institute makes no guarantees that you will get a prescription. You agree that prescriptions are for your personal use. You also agree to read all the information and labels that accompany your prescription(s) and to contact a pharmacist or your healthcare provider with questions. Please note that Providers do not prescribe controlled substances as part of the Verdure Institute prescription services.

Intellectual Property Rights

Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Verdure Institute, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Verdure Institute 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). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Verdure Institute, our affiliates and our partners (the “Software”). 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 Verdure Institute.

The Verdure Institute name and logos are trademarks and service marks of Verdure Institute (collectively the “Verdure Institute Trademarks”). Other company, product, and service names and logos 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 Verdure Institute. Nothing in this Terms and Conditions or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Verdure Institute Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Verdure Institute Trademarks will inure to our exclusive benefit.

Third Party Material: Under no circumstances will Verdure Institute be liable in any way for any content, materials or services of, or provided by or on behalf of, any third parties (including users or health care providers), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Verdure Institute does not pre-screen content, but that Verdure Institute and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Verdure Institute and its designees will have the right to remove any content that violates these Terms and Conditions or is deemed by Verdure Institute, in its sole discretion, to be otherwise objectionable. The Services help you find and source certain third party health care services provided by or on behalf of independent third party Providers not related to Verdure Institute. Verdure Institute does not guarantee or warrant, and makes no representations regarding, the reliability, quality or suitability of such health care services nor the Providers. By using the Service, you agree to hold us free from the responsibility for any liability or damage that might arise out of the transactions involved. As a user, by posting any content in our directory, or letting us do the same, you give us license to use your content, including any content, information, and any names, etc., in promotion of our directory and Services. NEITHER VERDURE INSTITUTE NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY THIRD PARTY PROVIDER NOR ANY USER OF THE SERVICES. ANY INDIVIDUALS WHO PROVIDE ANY THIRD PARTY SERVICES ARE NOT EMPLOYEES NOR CONTRACTORS OF VERDURE INSTITUTE, AND VERDURE INSTITUTE IS NOT RESPONSIBLE FOR THEIR ACTIONS OR INACTIONS NOR FOR ANY SERVICES THEY PROVIDE (OR FAIL TO PROVIDE).

You acknowledge that the list of health care providers listed on the Service may not be a complete list of every health care provider within the specified specialty category or specified distance of the address specified and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information. While we take commercially reasonable steps to ensure the information contained about a particular health care provider is accurate and complete, we rely on information reported by the health care provider, which might not be accurate, complete, and/or updated on a regular basis. We are not responsible for content or services descriptions from health care providers.

User Content Transmitted Through the Service: With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “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. By voluntarily providing us with User Content, which may include Personal Information (as defined in the Privacy Policy), you are consenting to our use of Personal Information in accordance with these Terms and Conditions and our Privacy Policy. You also agree that any User Content you submit through the Service that is communicated to our partners, affiliates, and medical providers will be accurate and complete. By uploading any User Content you hereby grant and will grant Verdure Institute and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service, the promotion, advertising or marketing thereof, the improvement of the Service, and as aggregated and/or de-identified for any lawful purpose in any form, medium or technology now known or later developed.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Verdure Institute are non-confidential and Verdure Institute 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 Verdure Institute 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 and Conditions; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Verdure Institute, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Verdure Institute does not provide any medical advice or services, and should not be relied upon as a substitute for consultations with qualified professionals who are familiar with your individual needs. The Providers (and not we) are solely responsible for all content and any health care services they provide. Verdure Institute shall have no liability whatsoever to you for acts, omissions, care, or lack thereof, from Providers. We are not responsible for any disputes between Providers and you (e.g., resulting from the health care services they provide or are supposed to provide).

Our Obligations

To provide and process the services to you, Verdure Institute shares your personally identifiable information with our authorized service providers that perform certain services or functions on our behalf. Verdure Institute may be required by law to disclose information you have provided in using any of the services on the Site. Verdure Institute may also disclose information where someone poses a threat to Verdure Institute’s interests (such as user fraud) or whose activities could bring harm to others. In addition, it may be necessary in the reasonable opinion of officials of Verdure Institute that certain information be provided to third parties, such as law enforcement authorities or governing bodies for a particular health care provider. In the event that Verdure Institute receives a court order to disclose information on the Site about you or your activities on the Site, you agree that such information may be disclosed.

You may request that we update or change the information you provided to us or to receive a copy of the information we have stored by emailing us at contact@verdureinstitute.com or by updating the information in your Patient profile. We will make every reasonable effort to honor your wishes, or provide you with an explanation of why we cannot make the changes requested. We may request proof of identity before responding to any requests.

Third Party Websites

The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Verdure Institute has no control over such sites and resources and Verdure Institute is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Verdure Institute 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 content, events, goods or services available on or through any such site or resource.

Indemnity and Release

You agree to release, indemnify, defend and hold Verdure Institute and its affiliates and its and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, liabilities, fines, fees, penalties, costs, expenses, including reasonable attorneys’ fees, arising out of or related to any allegations, rights, claims, actions of any kind arising out of or related to: (i) injury (including death) or damage to property caused by your or your agents’ action or inaction; (ii) your use of the Service, (iii) any User Content or any other content or materials you supply directly or indirectly, (iv) your connection to the Service, (v) your violation of these Terms and Conditions or this Agreement, or (vi) your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. ANY OBLIGATION TO INDEMNIFY AN INDEMNITEE FOR ANY LOSS, LIABILITY OR EXPENSE ARISING FROM ANY NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, WILLFUL, FRAUDULENT OR INTENTIONAL CONDUCT COMMITTED BY ANY INDEMNITEE MAY NOT BE ENFORCEABLE AGAINST ANY VISITOR OF THE SERVICES TO THE EXTENT APPLICABLE LAW SO REQUIRES, SUCH AS FROM CERTAIN JURISDICTIONS (SUCH AS FROM NEW JERSEY).

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate: This Dispute Resolution by Binding Arbitration section is referred to in these Terms and Conditions as the Arbitration Agreement (“Arbitration Agreement”). You agree that any and all disputes or claims that have arisen or may arise between you and Verdure Institute, whether arising out of or relating to these Terms and Conditions (including any alleged breach thereof), the Services, 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 and Conditions, you and Verdure Institute 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.

Class Action Waiver

YOU AND VERDURE INSTITUTE 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 VERDURE INSTITUTE 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.

Pre-Arbitration Dispute Resolution: Verdure Institute 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 customer support at contact@verdureinstitute.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 Verdure Institute should be sent to 29138 Pacific Coast Hwy Suite 793, Malibu, CA 90265(“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 Verdure Institute and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Verdure Institute may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Verdure Institute or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Verdure Institute is entitled.

Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA 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 and Conditions 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 and Conditions and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Verdure Institute and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Verdure Institute 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 AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Verdure Institute 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, Verdure Institute 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, Verdure Institute 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 AAA Rules.

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.

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 and Conditions will continue to apply.

Future Changes to Arbitration Agreement: Notwithstanding any provision in these Terms and Conditions to the contrary, Verdure Institute 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 Services, you may reject any such change by sending Verdure Institute 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 and Conditions (or accepted any subsequent changes to these Terms and Conditions).

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. VERDURE INSTITUTE 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.

VERDURE INSTITUTE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, PROVIDERS, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT VERDURE INSTITUTE 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 VERDURE INSTITUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING IF RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) 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; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE (INCLUDING WITHOUT LIMITATION ANY PROVIDER); OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL VERDURE INSTITUTE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID VERDURE INSTITUTE IN THE LAST SIX (6) MONTHS, 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 AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION AND RELEASE”, “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.

Termination

You agree that Verdure Institute, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Verdure Institute believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions. 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. Verdure Institute may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice and Verdure Institute 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 Verdure Institute will not be liable to you or any third party for any termination of your access to the Service.

General

These Terms and Conditions, in conjunction with the Privacy Policy, constitute the entire agreement between you and Verdure Institute and govern your use of the Service, superseding any prior agreements between you and Verdure Institute with respect to the Services. 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 and Conditions 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 agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles, California. The failure of Verdure Institute to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these Terms and Conditions 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 and Conditions remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Service or these Terms and Conditions 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 this Terms and Conditions without the prior written consent of Verdure Institute, but Verdure Institute may assign or transfer this Terms and Conditions, in whole or in part, without restriction. The section titles or headings in these Terms and Conditions are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Notice to Verdure Institute must be in writing, sent via registered mail or nationally recognized overnight courier, with a duplicate copy to the legal department, with confirmation of delivery. The Service may also provide notices to you of changes to these Terms and Conditions or other matters by displaying notices or links to notices generally on the Service.

We will not be deemed to be in breach of these terms or liable for any breach of these terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, disease, epidemic, pandemic, earthquakes or floods, civil disorder, strikes, fire or other disaster.

Your Privacy

We only use your information as described in the Privacy Policy. We view protection of users’ privacy as a very important community principle. We understand clearly that you and your information are one of our most important assets. Our current Privacy Policy is available on the Site at https://verdureinstitute.com/privacy-policy. If you object to your information being transferred or used in this way, please do not use the Services.

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 Verdure Institute, Inc., 29138 Pacific Coast Hwy Suite 793, Malibu, CA 90265.

Changes to These Terms and Conditions

Verdure Institute reserves the right, at any time, to modify, alter, or update these Terms and Conditions by posting the modified, altered or updated terms on the Site or through other reasonable means, and you agree to be bound by such modifications, alterations or updates. If you do not agree to such modifications, alterations or updates, you should terminate your use of the Services. Any such changes will become effective when they are posted. Your continued use of any of the Services following the posting of notice of any changes in this Agreement shall constitute your acceptance of such modifications, alterations and updates.

Questions? Concerns? Suggestions?

Please contact us by email at contact@verdureinstitute.com to report any violations of these Terms and Conditions or to pose any questions regarding these Terms and Conditions or the Service.

Tele-Medicine

Some of our Services may include a tele-health online solution that allows participating medical professionals and health care staff (“Providers”) to communicate with their clients, customers and/or patients (collectively, “Patients”) to provide health care related services online and perform virtual house calls via Internet connection. We are not responsible for internet connectivity or lack thereof or problems or issues related to the use thereof. We are not a medical service provider, health insurance company, nor licensed to sell health insurance. The Services are not intended for use by Providers and/or Patients in connection with active patient monitoring so as to allow immediate clinical action or continuous monitoring.

The Providers who deliver services through our Service are independent professionals practicing within a group of independently owned professional practices. We do not practice medicine or any other licensed profession, and do not interfere with the practice of medicine or any other licensed profession by Providers, each of whom is responsible for his, her or their services and compliance with the requirements applicable to his/her/their profession and license.

Information provided by Providers and/or Patients is merely transmitted via the Services, not verified or endorsed by us, and is provided on an “as-is” basis and we disclaim all warranties, either express or implied, including but not limited to the implied warranties of merchantability and fitness for particular purpose. We shall in no event be liable to you or to anyone for any decision made or action taken by any party (including, without limitation, any Service user) in reliance on information about Providers or Patients on the Service.

You hereby certify that you are not a Medicare or Medicaid beneficiary. If you provide false or deceptive information to us, including without limitation regarding your Medicare or Medicaid enrollment status, we reserve the right to terminate all current or future use of the Services by you.

A health care provider’s ability to use our services is not an endorsement or recommendation of that health care provider by us. Neither we nor any third parties who promote the Services or provide you with a link to the Services shall be liable for any professional advice you obtain from a Provider via the Services. The medical advice provided by your Provider is not under our control, nor is it provided to you by us. If you are a Patient, you accept responsibility for yourself in the use of the Services. You acknowledge that your relationship for health care services is with your health care provider, and your obtaining services from the Provider is solely at your own risk and you assume full responsibility for all risk associated therewith, to the extent permitted by law. By using the Service, you agree to not hold us liable in any way for any malpractice or substandard treatment the Provider may render.

We reserve the right, but not the obligation, to confirm certain credentials of Providers using our Services, such as validating that they are in good standing with their respective licensure board(s). The Providers utilizing or featured on the Service are independent practitioners practicing on their own behalf, not our employees. Any opinions, advice, or information expressed by a health care facility, professional or specialist or other Provider using or featured on the Service are of the facility, professional, specialist or other Provider alone. They do not reflect our opinions.

We do not recommend or endorse any specific tests, Providers, products, procedures, medications, devices, opinions, or other information that may be mentioned on the Service or by a Provider or licensee of ours. We do not make any representations or warranties about the training or skill of any Providers who provide services via the Service. You will be provided with a list of available providers located in the U. S. based solely on the information you provide to us. You are ultimately responsible for choosing your particular Provider. The inclusion of Providers on the Service or in any professional directory located on the Service does not imply recommendation or endorsement of such Provider nor is such information intended as a tool for verifying the credentials, qualifications, or abilities of any Provider contained therein.

To the extent medical advice is provided to you by a Provider through the Services, such medical advice is based on your personal health data as provided by you to the Provider and the local standards of care for your presenting symptoms, based on the information you provide.

Patients may be required to provide certain Personal Information, including: name, date of birth, gender, address, email, mobile and work phone, as well as a user id and password. Patients may also provide certain optional information, including middle name or initial, home phone and other contact info, pharmacy name and contact details, picture and communications preferences. In addition, the Patient can communicate other health-related information to the Provider during a video consultation via the Services. Patient medication history is a list of prescriptions that healthcare providers have prescribed for you. A variety of sources, including pharmacies and health insurers, contribute to the collection of this history. By using the Services, you give your permission to allow your particular Provider to obtain your medication history, specifically for use in providing care. Optional information is not required to register for an account but may be helpful to us in providing you with a more customized experience when using the Site or its Services.

The use of the Service by any entity or individual to verify the credentials of Providers is prohibited.

INFORMED CONSENT & RISKS. As with any medical procedure, there are potential risks associated with the use of telemedicine or any other Services. We believe that the likelihood of these risks materializing is very low. These risks may include, without limitation, the following: Delays in medical evaluation and consultation or treatment may occur due to deficiencies or failures of the equipment which may include poor video and data quality. Security protocols could fail, causing a breach of privacy of personal medical information. Lack of access to complete medical records may result in adverse drug interactions or allergic reactions or other negative outcomes.

You understand that the laws that protect privacy and the confidentiality of medical information also apply to telemedicine. You understand that telemedicine may involve electronic communication of your personal medical information to medical practitioners who may be located in other areas, including out of state. You understand that you may expect the anticipated benefits from the use of telemedicine, but that no results can be guaranteed or assured. You understand that all information will be part of your medical record and available to you by printing the summary from the visit. This information will have the same restrictions on dissemination without your consent. Except to the extent already relied upon, you understand you may withdraw your consent at any time by contacting us as set forth herein to withdraw your consent and inactivate your account. You understand that your healthcare information may be shared with other individuals for treatment, payment and healthcare operations purposes. Psychotherapy notes are maintained by clinicians but are not shared with others, while billing codes and encounter summaries are shared with others. If you obtain psychotherapy services, you understand that your therapist has the right to limit the information provided to you if in your therapist's professional judgment sharing the information with you would be harmful to you. You further understand that your healthcare information may be shared in the following circumstances: When a valid court order is issued for medical records. Reporting suspected abuse, neglect, or domestic violence. Preventing or reducing a serious threat to anyone's health or safety.

BY USING THE SERVICES AND/OR AGREEING TO THESE TERMS, YOU AGREE AND CONSENT THAT YOU HAVE READ AND UNDERSTAND THE INFORMATION PROVIDED HEREIN, AND UNDERSTAND THE RISKS AND BENEFITS OF TELEMEDICINE, AND BY ACCEPTING THESE TERMS OF USE YOU HEREBY GIVE MY INFORMED CONSENT TO PARTICIPATE IN A TELEMEDICINE VISIT UNDER THE TERMS DESCRIBED HEREIN. YOU ARE CONSENTING TO RECEIVING CARE VIA THE SERVICE. THE SCOPE OF CARE WILL BE AT THE SOLE DISCRETION OF THE PROVIDER WHO IS TREATING YOU, WITH NO GUARANTEE OF DIAGNOSIS, TREATMENT, OR PRESCRIPTION. THE PROVIDER WILL DETERMINE WHETHER OR NOT THE CONDITION BEING DIAGNOSED AND/OR TREATED IS APPROPRIATE FOR A TELEHEALTH ENCOUNTER VIA THE SERVICE.

Contact Us

Verdure Institute welcomes your questions or comments regarding the Terms:

Verdure Institute

Beverly Hills, California 90210

Email Address:

contact@verdureinstitute.com

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