Cirrus Medical Network Membership Agreement


The terms of this Membership Agreement (“Agreement”) hereby govern your use of our Services effective as of____________ (“Effective Date”).  Cirrus Medical Network, LLC, a Nevada limited liability company, doing business as CirrusMED (“CirrusMED”, “Company”, “we”, “us”, or “our”) provides health data management, communication and related administrative services through its web-based, smart communications platform for US healthcare providers and consumers (“CirrusMED Platform”). CirrusMED’s technologies include, but are not limited to, its website located at www. CirrusMedicalNetwork.com, the CirrusMED mobile application, communication services, and other technology provided by CirrusMED (collectively, the “Services” via a subscription and paid-for “Membership”). Registered members (“CirrusMED Members”, “Member”,“you”, “your”, or “user”) include individuals authorized by CirrusMED to utilize the Services provided by CirrusMED and includes those individuals acting on behalf of an authorized Member.

 

CirrusMED Platform is used to facilitate a healthcare provider’s making available to Member diagnostic routine regardless of medical condition or necessity virtual health assessments (“Telehealth Assessments”). Telehealth Assessments are provided by an affiliated but separate Telehealth Assessment healthcare provider (“Telehealth Assessment Provider” or “Provider”) utilizing the CirrusMED health data storage and communication platform designed to facilitate your Telehealth Assessments delivered by your Telehealth Assessment Provider (“CirrusMED Platform”). CirrusMED does not practice medicine, and does not control the method or means of any Telehealth Assessment Provider’s delivery of any healthcare or medical services via the Telehealth Assessments or CirrusMED Platform (the Telehealth Assessments and CirrusMED Platform services are collectively referred to as “Services”). Telehealth Assessments are delivered on a routine, regardless of medical condition or necessity basis, and the  CirrusMED Platform services are solely in support of and facilitate the Telehealth Assessments, rendering the Services entirely outside any public or private healthcare insurance plan (“Plan”) coverage or reimbursement. CirrusMED and CirrusMED Members shall be referred to individually as “Party” or collective as the “Parties” or “we”). 

 

 

 

 

 

BASIC TERMS

 

CIRRUSMED PLATFORM SERVICES

 

SERVICE FEE SERVICE COMPONENTS
DIRECT PRIMARY CARE (DPC) Physicians/Providers: Family Medicine, Internal Medicine, MED/PEDS, Hospitalist, ER/Urgent Care, Pediatrics, OB/GYN
DPC - 1 week $49(non-recurring)

Online telemedicine primary care, which may include any and/or all of the following:- Video Consultation by appointment

- Asynchronous Chat/Messaging

- Review of Bio & Medical History

- Review of Intake Form & Requests

- Document a clinical note, including history of present illness (e.g. Subjective), Objective findings, Assessment/Diagnosis, and a Plan

- Order appropriate lab, imaging and/or diagnostic studies

- Prepare and send appropriate prescriptions electronically

- Review patient uploaded documents

- Review incoming documents (e.g. results and reports)

- Share results of incoming reports with patient

Membership: 1 week, non-recurring

 

DPC - Monthly $59 See above for DPC;  Membership: 1 month, recurring
DPC - 3 Month $147 See above for DPCMembership: 3 months, recurring
DPC - Annual $468 See above for DPCMembership: 12 months, recurring

 

SERVICES
MRI / ImagingReferral $59(non-recurring)

Online telemedicine care, which may include any and/or all of the following:- Video Consultation by appointment

- Asynchronous Chat/Messaging

- Review of Bio & Medical History

- Review of Intake Form & Requests

- Document a clinical note, including history of present illness (e.g. Subjective), Objective findings, Assessment/Diagnosis, and a Plan

- Order appropriate imaging and/or diagnostic studies

- Review patient uploaded documents

- Review incoming documents (e.g. results and reports)

- Share results of incoming reports with patient

Membership: 1 month

 

ADDITIONAL TERMS

 

  1. ACCOUNT REGISTRATION AND SECURITY

 

You may use the Services only if you are eighteen (18) years or older and solely for your own personal, non-commercial use. To access certain features of the Services or to become a Member, you will have to create an account via the website at www. CirrusMedicalNetwork.com or the CirrusMED mobile app. It is important that you provide us with accurate and complete information for your account and update as needed.

 

You are responsible for protecting your account username and password, and for all activities that occur under your account. You should immediately notify us of any unauthorized use of your account. You should use 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. We will not be responsible for any loss or damage if you do not protect your account or your personal information.

 

If you are the parent or guardian of an unemancipated minor, you may use the Services and enter into a User Agreement on behalf of such minor. By doing so, you represent and warrant that you have the legal capacity to act on behalf of such minor; and you acknowledge and agree, in such capacity, that all provisions of this Agreement (and User Agreement, if applicable) applicable to you are equally applicable to such minor.

 

Under no circumstances may our Services be used by anyone age 13 or younger.

 

  1. ACKNOWLEDGMENT OF  MEMBERSHIP FEE

 

CirrusMED charges a membership fee ( “Membership Fee”) for the availability of Services. The Membership Fee may be modified by notice in accordance with this Agreement. Certain Members may have access to the CirrusMED Platform through their employers, professional affiliations, or other organizations, and as a result, the Membership Fee may not apply to such Members.

 

The Membership Fee covers costs associated with the Services made available to Members. YOU MUST NOT SUBMIT TO ANY PUBLIC HEALTHCARE PLAN FOR REIMBURSEMENT OF MEMBERSHIP FEE.

 

PAYMENT OF THE MEMBERSHIP FEE TO CIRRUSMED IS NOT A REQUIREMENT TO RECEIVE MEDICAL SERVICES FROM A TELEHEALTH ASSESSMENT PROVIDER, OR FROM ANY OTHER HEALTHCARE PROVIDER. For questions related to the Membership Fee, contact CirrusMED by sending an email to support@cirrusmed.com. .

 

For our Members, CirrusMED will charge your Membership Fee to your designated billing account. You agree to make the payment using the payment methods available on the CirrusMED platform. 

 

If your account is subject to the Membership Fee, you authorize us to charge your chosen payment method the Membership Fee at the time of initial payment and each renewal term, until you cancel. You must cancel your membership before it renews to avoid being charged the membership fee for the next time period. 

 

You can cancel your membership at any time by logging into your CirrusMED account and select cancel membership or contacting us via email at support@cirrusmed.com. If you cancel your membership and your subscription term has not expired, you may continue to use the services until the end of your then-current membership term and your membership will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the membership fee paid for the then-current membership period.

 

If the amount to be charged to you varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), for example, due to an increase in the Membership Fee, you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge at least thirty (30) days before the scheduled date of the transaction. If you do not agree with the new amount in the notice, you may cancel the transaction by logging into your account and select “cancel membership” or by contacting us at support@cirrusmed.com.

 

  1. FREE TRIALS AND OTHER PROMOTIONS

 

Any free trial or other promotion that provides paid member-level access to the services must be used within the specified time of the trial. If you do not wish to continue your membership, you must cancel your trial membership before the end of the trial period in order to avoid being charged the annual membership fee, as applicable. If you cancel prior to the end of the trial period and are inadvertently charged for a membership, please contact us at support@cirrusmed.com for a refund.

 

  1. SERVICE USE TERMINATION

 

You may terminate your use of the Services and Membership at any time by not using the Services anymore. If you wish to terminate your membership, you can do so by logging into your account and selecting “cancel membership” or contacting us via email at support@cirrusmed.com. If you terminate your Membership, your Membership will remain active until the end of your then-current Membership period, and no refund is owed or shall be paid as Telehealth Assessment Providers have already scheduled Telehealth Assessment availability and CirrusMED has organized your Services for the applicable time period.

 

We may terminate your use of the Services at any time by sending notice to you at the email address you provided or otherwise contacting you or posting a notice on the Services. If we terminate your use of the Services because you have breached this Agreement or any other agreement you have entered into with us, you will not be entitled to any refund of the paid Membership Fee. 

 

We are not required to provide you with notice prior to terminating your use of the Services or a reason for such termination. If we terminate your access to the Services other than due to your breach of this Agreement or any other agreement you have entered into with us, you will be entitled to a pro rata refund of the Membership Fee that you paid for the remainder of your membership period.

 

Because of the work involved in creating the Services/Membership availability of Telehealth Assessments with coordination of scheduling and capacity of Telehealth Assessment Providers, CirrusMED cannot provide a refund of the Membership Fee once paid by you.

 

CirrusMED subscriptions are nonrefundable. A credit will be issued for a future CirrusMED subscription(s) only when CirrusMED, your Provider or Practice is unable to meet the terms of your agreement and/or due to technology issues or a Provider or Practice is no longer being available to offer the plan you selected. Please review your membership agreement for the terms and conditions that apply to your specific plan.

 

To cancel your subscription, visit your account page at CirrusMED.com. Subscriptions for the following time period must be canceled within thirty (30) days of the renewal date and can be done so online or in writing. If you cancel your subscription before the end of your term and the refund requirements do not apply, then no credit or refund will be issued.

 

  1. USE OF THE SERVICES

 

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the CirrusMED Platform solely for your personal and non-commercial purposes. Your use of the CirrusMED Platform must be in accordance with all applicable laws. You acknowledge that you do not acquire any ownership rights in the CirrusMED Platform. 

 

The following is a list of the type of actions that you may not engage in with respect to the CirrusMED Platform:

 

  • You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, "data mine", or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of CirrusMED Platform or its contents or services;

 

  • You will not interfere, access, tamper with or disrupt the CirrusMED Platform or the servers or networks connected to the CirrusMED Platform;

 

  • You will not attempt to probe, scan or test the vulnerability of the CirrusMED Platform or any of our systems or network or breach any security or authentication measures;

 

  • You will not use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URLs or product names without our express written consent;

 

  • You will not use the CirrusMED Platform or content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Agreement;

 

  • You will not post, distribute, or reproduce in any way any content that infringes third party intellectual property rights or violates third party rights of privacy or rights of publicity;

 

  • You will not use, display, "frame" or "mirror" any part of the CirrusMED Platform, our names, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from us; and

 

  • You will not collect or store any personal information, including personally identifiable information, from users without their express permission.

 

All of the Providers who deliver Services through the CirrusMED Platform are independent professionals solely responsible for the Services each performs for CirrusMED Members. CirrusMED is not directly engaged in the practice medicine or any other licensed profession, and does not interfere with the practice of medicine or any other licensed profession by Providers, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license. Neither CirrusMED 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 treating Provider via the Services.

 

Our Services may include listings and directories to help you find healthcare providers that participate in our Services. Such information is provided for your convenience only and shall not constitute a recommendation or endorsement of any healthcare provider. Provider lists and directories are not comprehensive, but represent providers who have chosen to participate in the Services. Before obtaining services or treatment from any provider listed in a directory, you should take the same care you would under any other circumstance, including by confirming licensure and specialty certifications. You should confirm such information before obtaining services or treatment from any providers. As a convenience, the Services may permit you to request an appointment with a provider. However, providers are responsible for maintaining their own schedules, and we cannot ensure that any given provider will be available, nor that such provider will not cancel his or her appointment.

 

  1. CONSENT TO ELECTRONIC COMMUNICATIONS

 

You agree that CirrusMED (or your Telehealth Assessment Provider aligned with CirrusMED) may send the following to you by email or by posting them on our website and mobile application: legal disclosures; this Agreement; Privacy Policy attached as Exhibit A; future changes to any of the foregoing; and other notices, policies, communications or disclosures and information related to the Services. When you visit our websites, we and certain third-party service providers collect information during your visit. In each case, the nature of the information we collect, the duration and manner of how we retain it, how we use it, and to whom we disclose it, is governed by our Cirrus Medical Network Privacy Policy or Cirrus Medical Network User Agreement, as applicable.

 

You agree that CirrusMED and the Telehealth Assessment Provider may contact you via email, phone, text, or mail regarding your CirrusMED Membership or the Services. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy. Your consent to conduct actions electronically covers all interactions between you and CirrusMED and related potential communications with your Telehealth Assessment Provider.

 

If you later decide that you do not want to receive certain future communications electronically, please send an email to support@cirrusmed.com or a letter to Cirrus Medical Network, 10627 Professional Circle, Suite A, Reno, NV 89521. You may also opt-out of certain electronic communications through your account or by following the unsubscribe instructions in any communication you receive from CirrusMED. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice described above.

 

In providing Services to you, we may need to provide you with certain communications, such as service announcements and administrative messages. Such communication may be by email, a posting on our Services or some other mechanism. You consent to receive such communications from us electronically. If you have submitted information to us or registered to use the Services, our responses to you or our Service announcements and any administrative messages we provide are considered part of the Services themselves, which you may not be able to opt-out of those communications – e.g., communications regarding updates to the Terms or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to and accepted by you. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.

 

Please refer to our Privacy Policy to learn how CirrusMED collects, uses, shares and protects your personal information and your protected health information.

 

  1. PRIVACY.

 

CirrusMED’s Privacy Policy apply to your access and use of the CirrusMED Platform, and the terms of conditions of CirrusMED’s Privacy Policy and are made part of this Agreement by this reference. Additionally, by using or accessing the CirrusMED Platform or Services, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send to or through the CirrusMED Platform or Services, may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

 

  1. INDEMNITY.

 

You agree to defend, indemnify and hold CirrusMED and its affiliates, officers, directors, agents and employees harmless from and against any and all claims, losses, damages, liabilities and any other costs and expenses (including attorneys' fees) arising from or related to your: (i) use of the CirrusMED Platform or Services, (ii) your breach of any representation or warranty contained in this Agreement, or (iii) your failure to comply with, or other breach or default of or under, this Agreement.

 

MISCELLANEOUS TERMS

 

  1. APPLICABLE REGULATIONS

 

Recognizing the global nature of the Internet, Member agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Member will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which the Member accesses Services online. As confirmed below, the laws of the State of Nevada, without application of choice-of-law principles of the State of Nevada, shall specifically apply to this Agreement and the enforcement thereof.

 

We reserve the right to monitor all uses of our Services, and investigate any activity we suspect violates this Agreement, a User Agreement, our rights or interests, or the rights or interests of any person or entity.  We reserve the right, to the fullest extent permitted by law, to cooperate with any governmental authority or third party investigating conduct that may be illegal or harm any individual or entity or violates their respective rights.

 

  1. LEGISLATIVE, REGULATORY, OR ADMINISTRATIVE CHANGE

In the event of a change in applicable federal and state statutes, case law, regulations or general instructions, the interpretation of any of the foregoing or the adoption of new federal or state legislation, any of which are reasonably likely to materially and adversely affect the manner in which either Party may perform or be compensated for its services under this Agreement or which shall make this Agreement unlawful, Parties shall immediately enter into good faith negotiations regarding and use all reasonable efforts to enter into, a new arrangement pursuant to this Agreement that complies with such changed or adopted Law, regulation or policy in a manner which approximates, as closely as possible, the economic position of Parties prior to the change.

  1. INTELLECTUAL PROPERTY RIGHTS

 

CirrusMED and our licensors retain all ownership rights, title, and interest (including all intellectual property rights) worldwide to the Services, including all software and content. No rights are granted to you other than as expressly set forth in this Agreement. All trademarks, service marks and trade names are owned by Cirrus Medical Network, LLC, or other respective owners.

 

  1. WAIVER OF PROPERTY RIGHTS

 

Member understands that by providing any sample, having images and video data processed, accessing any images or videos captured using the Services provided by CirrusMED (collectively, “Image Data”), or providing information that Member enters into surveys, forms, or features while signed in to CirrusMED accounts including, but not limited to, health information, disease conditions, treatment information, healthcare provider information, and other information (collectively, “Self-Reported Information”), Member acquires no rights in any research or commercial products that may be developed by CirrusMED or its collaborating partners. Member specifically understands that Member will not receive compensation for any research or commercial product that includes or result from Image Data or Self-Reported Information.

 

  1. HYPERLINKS AND THE CIRRUSMED WEBSITE

 

The Services provide, and third parties may provide, links to other sites and resources on the Internet. Because CirrusMED has no control over such sites and resources, Member acknowledges and agrees that CirrusMED is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. 

 

Our Services may include advertisements or promotional messages sponsored by third parties (collectively, “Ads”). The manufacturers, services providers, distributors and resellers of the products and services identified in the Ads are solely responsible for the accuracy of their Ads and the suitability, efficacy, safety and quality of such products or services. An Ad does not in any way constitute or imply our recommendation or endorsement of such product or service.

 

Member further acknowledges and agrees that CirrusMED shall 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 such content, goods, or services available on or through any such hyperlinked site or resource.

 

  1. LINKS TO THIRD PARTY WEBSITES

 

The Services may contain links to other sites that are owned and operated by third parties. We are not responsible for the privacy and services practices or the content, advertising, products, services or other materials made available on or through any such linked sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply endorsement of any kind by us.  Such links do not constitute or imply our endorsement of such third parties, or of the content of their sites, or the suitability, efficacy, safety or quality of their products or services, or the information privacy or security practices of their websites.

 

  1. DISPUTE RESOLUTION

In the event of a dispute or disagreement between Parties with respect to this Agreement, either Party may request in writing a special meeting between Parties to resolve the dispute (“Special Meeting”). The Special Meeting shall be held at a mutually agreeable location within ten (10) days of a written request for the meeting, which request shall specify the nature of the dispute to be resolved. The Special Meeting shall be attended by representatives of both Parties (who may or may not be accompanied by legal counsel, in their respective discretion), who shall attempt in good faith to resolve the dispute and shall have reasonable authority to do so. If Parties cannot resolve the dispute within thirty (30) days after such request for a meeting is given, the matter shall be submitted to arbitration, in accordance with the procedures outlined below.

After the Special Meeting is held, any further dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Reno, Nevada before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

In the event a court action is brought to enforce or interpret any part of this Agreement, the prevailing Party shall be entitled to recover, as an element of its costs of suit, reasonable attorneys’ fees, as determined by the court.

 

Notwithstanding the provisions of this Section 15 each of the Parties hereto shall have the right to apply for and obtain a temporary restraining order or other temporary, interim or permanent injunctive or equitable relief from a court of competent jurisdiction in order to enforce the provisions of any part of this Agreement as may be necessary to protect its rights under those Sections.

  1. DISCLAIMERS

 

To the maximum extent not prohibited by law, under no circumstances will we or any of our licensors, affiliates, employees, officers, directors or agents be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of or inability to use the services, or resulting from any content posted on the services, or any claim related to the Services. 

 

To the maximum extent not prohibited by law, the Services are provided “as is” and “as available” without any warranties of any kind intended or implied.

 

We and our licensors disclaim all warranties, express and implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and noninfringement, and warranties arising from course of dealing, course of performance and usage of trade related to Services. Your use of the Services is solely at your own risk. Furthermore, we and our licensors do not warrant that the Services will be uninterrupted or error-free, or that defects will be corrected. 

 

We do not warrant that files available for download related to Services will be free of viruses, worms, trojan horses or other destructive programming. Any material obtained through the use of the Services is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from any such material. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any content.

 

Any general advice that may be posted on CirrusMED’s website(s) or CirrusMED’s mobile app is for informational purposes only and is not intended to replace or substitute for any medical or other advice. To the maximum extent not prohibited by law, we make no representations or warranties and expressly disclaim any and all liability concerning any treatment, action by, or effect on any person following the general information offered or provided within or through the Services. If you have specific concerns or a situation arises in which you require medical advice, you should consult with an appropriately trained and qualified medical services provider.

 

The Services are intended for use only within the United States and its territories. We make no representation that the Services are appropriate, or are available for use outside the U.S. Those who choose to access and use our Services from outside the U.S. do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws.

 

WITHOUT LIMITING ANY OF THE OTHER RISKS WE HAVE DISCLOSED TO YOU IN THIS AGREEMENT, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF OUR SERVICES, INCLUDING ANY INFORMATION YOU SUBMIT TO US AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE AND ACCESS TO OUR SERVICES AND THE INFORMATION AND CONTENT CONTAINED THEREIN, AND ANY SITES LINKED THROUGH OUR SERVICES AND ANY DATA TRANSMITTED THROUGH OUR SERVICES IS AT YOUR SOLE RISK. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY TO YOU FOR OR RELATING TO ANY OF YOUR ACTIONS.

 

  1. EXCLUSIVE REMEDY

 

If you are dissatisfied with the Services, your sole and exclusive remedy is to stop using the Services and cancel your Membership account with no refund owed for such cancellation. 

 

  1. NOTICE

Any notice or other communication by either Party to the other shall be in writing and shall be deemed to have been given (i) if delivered in person to Party named below on the date of delivery, (ii) if made by facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise; provided, however, if receipt occurs after 5:00 p.m. at the recipient’s location then the next day, or (iii) delivered by certified or registered mail, postage prepaid, return receipt requested, or other reputable delivery service such as Federal Express, upon the date indicated on the return receipt if addressed as follows:

 

If to Company: Cirrus Medical Network, LLC (CirrusMED)

                                                                   Attn.:  ______________________

10627 Professional Circle, Suite A

Reno, NV 89521

 

If to CirrusMED Member:         ___________________________

Attn.:  _____________________

___________________________

___________________________

 

or at such other address, and to the attention of such other person, as either Party may designate in writing from time to time.

 

  1. ASSIGNMENT

This Agreement shall be binding upon, and shall inure to the benefit of, Parties and their respective legal representatives, successors, and assigns. Member may not assign this Agreement or any rights hereunder, nor may it delegate any of its duties to be performed hereunder, without the prior written consent of CirrusMED.

  1. NO INTENDED THIRD-PARTY BENEFICIARIES

None of the provisions contained in this Agreement are intended by Parties, nor shall they be deemed, to confer any benefit on any person not a party to this Agreement, including, without limitation, any healthcare professional, consumer, or patient of Telehealth Assessment Provider.

  1. GOVERNING LAW

This Agreement and the Exhibit attached hereto, and all extensions and modifications thereof shall be interpreted in accordance with the laws of the State of Nevada, without regard to or application of its conflict of law rules.

  1. ENTIRE AGREEMENT; AMENDMENT

This Agreement and any attached exhibit shall collectively constitute the entire agreement between and understanding of Parties with respect to the subject matter of this Agremeent, and as such this Agreement supersedes any prior agreements or negotiations between Parties, whether written or oral. No modification, amendment, or alteration to this Agreement or any instruments integrated herein by reference shall be effective unless in writing and signed by both Parties.

  1. HEADINGS

The paragraph headings set forth in this Agreement are for the purposes of convenience only and shall have no bearing whatsoever on the actual content or interpretation of this Agreement.

  1. WAIVER OF BREACH

No waiver of any of the provisions of this Agreement by CirrusMED shall be deemed to be or shall constitute a waiver of any other provision hereof by CirrusMED, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

  1. COUNTERPARTS

This Agreement may be executed in several counterparts transmitted electronically, each of which shall be deemed an original; however, all of such counterparts shall together constitute one and the same Agreement.

  1. SEVERABILITY

Parties hereto have negotiated and prepared the terms of this Agreement in good faith with the intent that each and every one of the terms, covenants and conditions herein be binding upon and inure to the benefit of the respective Parties. Accordingly, if any one or more of the terms, provisions, promises, covenants or conditions of this Agreement or the application thereof to any person or circumstance shall be adjudged to any extent invalid, unenforceable, void or voidable, for any reason whatsoever, by a court of competent jurisdiction or an arbitration tribunal, such provision shall be as narrowly construed as possible, and each and all of the remaining terms, provisions, promises, covenants and conditions of this Agreement or their application to other persons or circumstances shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.  To the extent this Agreement is in violation of applicable law, Parties agree to negotiate in good faith and in accordance with Section 10 to amend the Agreement, to the extent possible consistent with its purposes, to conform to such law.

  1. FORCE MAJEURE

CirrusMED shall not be liable for any failure, inability or delay to perform hereunder, if such failure, inability or delay is due to any cause beyond the reasonable control of CirrusMED. 

  1. ADDITIONAL DOCUMENTS

Member agrees to execute any document(s) that may be reasonably requested from time to time by CirrusMED to implement or complete Member’s obligations pursuant to this Agreement.  

  1. SURVIVAL

Sections 4 (Service Use Termination), 11 (Intellectual Property Rights), 12 (Waiver of Property Rights), 15 (Dispute Resolution), 18 (Notice) and 29 (Survival) of this Agreement and any other provisions of this Agreement that are stated shall survive the termination or expiration of this Agreement.

If you have any questions about this Agreement’s terms, please contact support@cirrusmed.com.

 

IN WITNESS WHEREOF, Parties hereto have executed this Agreement effective as of the Effective Date.

 

COMPANY: CIRRUSMED MEMBER:

 

Cirrus Medical Network, LLC                NAME

10627 Professional Circle, Suite A ADDRESS 1

Reno, NV 89521 ADDRESS 2

EMAIL:  support@cirrusmed.com EMAIL: xxxxxxxxxxx@xxxxxxx.com     

PHONE: 702.690.9711 PHONE: xxx.xxx.xxxx

 

Agreed and Accepted by:         Agreed and Accepted by:

 

___________________________________           ___________________________________

Name (Please Print)           Name (Please Print)

 

___________________________________           ___________________________________

Signature           Signature

 

___________________________________           ___________________________________

Date           Date

 

EXHIBIT A

 

Privacy Policy

 

See https://cirrusmed.com/privacy-policy

 

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