App Terms and Conditions

IF THIS IS A MEDICAL EMERGENCY OR CRISIS SITUATION, DIAL 911 OR YOUR LOCAL EMERGENCY ASSISTANCE SERVICE IMMEDIATELY FOR ASSISTANCE. FLORENCE DOES NOT OFFER ANY EMERGENCY MEDICAL SERVICES.

These Terms and Conditions (these “Terms”) govern your access to and use of the cloud-based solution (the “Solution”) provided by Florence Labs, Inc. (“Florence”, “we”, “us” or “our”), and constitute a binding legal agreement between you and Florence. The Solution is available for use by patients, so references to “you” or “Patient” mean the individual patient who is using the Solution and agreeing to these Terms. The term “Providers” means the healthcare professionals that schedule their services through the Solution, or may receive your information when you are seeking treatment (e.g., in a hospital emergency department that uses Florence’s Solution).  

IMPORTANT: Section 16 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you and Florence in the event of certain disputes. That means that you and Florence are each giving up rights to sue each other in court or in class actions of any kind.

WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: While there are important points throughout these Terms, please note that the warranty disclaimers and limitations on Florence’s liability are explained in Sections 13 and 14.

By clicking “I Accept” or by accessing or using the Solution, you agree to these Terms. You may also accept these Terms: (1) through any printed, oral, or electronic statement, including on the web, by marking that you have reviewed and accepted these Terms; (2) by scheduling, or attempting to schedule, an appointment or by submitting patient information through the Solution; (3) by creating an account or using the Solution; or (4) by paying for the Solution through a subscription or otherwise (whether directly or by someone who has contractually agreed to pay on your behalf). If you do not agree to these Terms, do not access or use the Solution for any purpose.

1. Solution.

Florence provides a proprietary technology platform to support both healthcare organizations and patients with various objectives, including appointment scheduling, patient education, wait time estimation, collecting patient health information to be shared with clinical staff, and invoicing, among others. These Terms set forth the terms and conditions by which you are granted access to the Solution.

2. Acknowledgements and Eligibility.

To use the Solution, there are some conditions that you must agree to, or need to be true. As a condition to using or accessing the Solution, you represent and warrant that:

• you have fully read and understood these Terms;
• these Terms are in addition to any other agreement that you have entered into or may enter into with a Provider regarding a treatment relationship;
• agreeing to these Terms or using the Solution does not guarantee your eligibility to receive treatment from a Provider and does not obligate any Provider to provide any service to you. (Providers reserve the right, at their sole discretion, to determine whether and to what extent you are eligible to receive any services offered by that Provider. If, in the discretion of a Provider, you are ineligible to receive treatment, the Provider may (but has no obligation to) refer you to a different healthcare provider);
• you have the legal power and authority to agree to these Terms, you are old enough to enter into a contract in the state where you live (or you are accompanied by a parent or guardian who can give informed consent on your behalf), and have neither falsely identified yourself nor provided any false information to gain access to the Solution; and
• you are the Patient, meaning you are the person receiving the healthcare services obtained or accessed through the Solution, or you are the Patient’s legal representative; but
• if you are not the Patient or the Patient’s legal representative:

• you have all necessary consents and permissions required by law to (x) view any Patient information that you may access using the Solution, and (y) undertake any necessary actions with respect to the Patient using the Solution; and
• you will maintain the confidentiality and privacy of any information that you view or access in any manner through the Solution on behalf of the Patient.

3. Secondary Tool; Florence Not a Healthcare Provider.

You understand and acknowledge that Florence is not a healthcare provider, and the Solution does not include the provision of medical care, health care services, or other professional services by Florence.

You further understand and acknowledge that the Solution is not intended to provide any healthcare service. The Solution may assist Providers in caring for their patients but it serves as a supplement to, and not a substitute for, the expertise, skill, knowledge and judgment of healthcare practitioners. The Solution might not function as intended. Individuals using the Solution assume full responsibility for the use of the Solution and agree that we are not responsible or liable for any claim, loss, or damage arising from the use of the Solution.

While the Solution may enable Providers to monitor or communicate with their patients, we are not responsible for monitoring that information or communication, and we are not a party to transactions that may occur between Providers and their patients.

4. Privacy.

Federal and state laws govern the confidentiality of medical information. Please read our privacy policy https://www.florenceos.com/privacy for information about how Florence collects, uses, and discloses information through the Solution. We reserve the right to modify our privacy policy from time to time.

5. Accounts, Account Security and Communication Preferences.

To access and use certain features of the Solution, you will need an account. You must provide accurate account information when creating and using your account, or when working with a Provider to create or use your account, and promptly update this information if it changes. Your failure to provide accurate account information may result in inaccurate results or information being sent to your Provider through the Solution. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account, you are responsible for the activities of those users that occur in connection with your account.

By accepting these Terms, you also consent to receive electronic communications from Florence (e.g., via email, text message, or by posting notices to the Solution). Standard text message rates may apply. These communications may include operational notices about your account (like information from your Providers, password links and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that those communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided in those emails.

6. No Responsibility for Patient Care or Provider Credentials.

Each Patient’s health care is the responsibility of the individual Patient and that Patient’s Provider(s). Providers are the exclusive providers of any health advice and services provided or supported through the Solution. Florence supports Providers by providing them with certain rights to access and use the Solution. However, Providers have the exclusive control and responsibility for the delivery of healthcare services and how they interpret and use the information that may gain from use of the Solution.

Florence is not responsible for credentialing Providers, makes no representation regarding the accuracy of Providers’ credentials or qualifications, and expressly disclaims any liability for fraudulent credentials or claims by Providers. We recommend that you consider separately confirming that your chosen Provider is qualified and in good standing with applicable licensing boards.

7. User-Supplied Material.

Our Solution may allow you and your Providers to upload, store and share content, including data, notes, messages, text, and other materials (collectively, “User Content”). Except for the license you grant below, as between you and Florence, you retain all rights in and to your User Content.

You hereby grant Florence a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, translate, create derivative works from, distribute, and display your User Content in all media formats and channels now known or later developed without paying any money to you.

If you provide any User Content via the Solution, you represent and warrant to us that you have the legal right necessary to grant us the license described above, and that the User Content will not violate any law or anyone else’s rights (like copyright, trademark, patent, trade secret, or other intellectual property rights, or moral rights or rights of publicity).

Any User Content uploaded or sent privately to a Provider is the sole responsibility of the person that submitted it. Although we have no obligation to screen, edit or monitor User Content, we can still delete or remove User Content at any time and for any reason. We do not take responsibility for any User Content provided through the Solution.

8. Appropriate Use of the Solution.

You agree to use the Solution in accordance with all applicable local, state, national and foreign laws, treaties and regulations. You will not violate any contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Solution. That means that you promise to not do any of the following while using or accessing the Solution:

• engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• use or attempt to use another user’s account without authorization from that user and Florence;
• use our Solution in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Solution or that could damage, disable, overburden or impair the functioning of our Solution in any manner;
• reverse engineer any aspect of our Solution or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Solution;
• attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Solution that you are not authorized to access;
• develop or use any third-party applications that interact with our Solution without our prior written consent, including any scripts designed to scrape or extract data from our Solution; or
• use our Solution for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You may also only upload or otherwise share User Content that you have all necessary rights to disclose. You may not upload, store or share any User Content that:

• is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
• would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
• may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
• impersonates, or misrepresents your affiliation with, any person or entity;
• contains any private or personal information of a third party without their consent;
• contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
• is, in our sole judgment, objectionable or something that restricts or inhibits any other person from using or enjoying our Solution, or that may expose Florence or others to any harm or liability of any type.

9. Termination by Florence.

We may change the Solution, and the Florence Content (defined below) at any time. We may discontinue offering our Solution, and we may suspend or terminate your right to use our Solution at any time, in the event that you breach these Terms, for any other reason, or for no reason at all, in our sole discretion, and without prior notice to you.

All licenses and other rights granted to you by these Terms will immediately terminate upon termination of your right to use our Solution or our termination of the Solution. These Terms will survive and continue to apply after any suspension, termination, or cancellation, except that your access rights and other rights as a user will be suspended, terminated or canceled, respectively.

10. Intellectual Property; Limited Access Right.

The Solution, and the text, reports, dashboards, analyses, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Florence Content”) are owned by or licensed to Florence and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Florence and our licensors reserve all rights in and to our Solution and the Florence Content.

Florence hereby grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable right to access and use our Solution and the Florence Content; provided, however, that this access right is subject to these Terms and does not include any right to (a) sell, resell our Solution and the Florence Content; (b) copy, reproduce, distribute, publicly perform or publicly display Florence Content, except as expressly permitted by us or our licensors; (c) modify the Florence Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Solution and the Florence Content; (d) use any data mining, robots or similar data gathering or extraction methods; nor (e) use our Solution and the Florence Content other than for their intended purposes. Any use of our Solution and the Florence Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the access rights granted herein.

11. Links to Third Parties.

The Solution may include links to third-party websites, resources and advertisements (collectively, “Third-Party Sites”). We are not responsible or liable for the availability or accuracy of, and Florence does not endorse, sponsor, or recommend any Third-Party Sites or the content, products, or services on or available from any Third-Party Sites. Your use of Third-Party Sites is at your own risk, and Florence and its affiliates will not be liable for any of losses arising out of or relating to Third-Party Sites.

12. Solution Updates.

Florence may from time to time, in its sole discretion (and without obligation), develop and provide updates for our Solution, which may include upgrades, bug fixes, patches and other error corrections and new features (“Updates”). Updates may also modify or delete certain features and functionality. You acknowledge that Florence has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.

13. Disclaimer of Warranties.

Florence is not a medical provider or telehealth service as such terms may be defined under state or federal laws. Your use of the Solution and Florence Content is at your sole discretion and risk.

The Solution and Florence Content are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. FLORENCE AND ITS LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SOLUTION AND FLORENCE CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

We do not control, endorse or take responsibility for any User Content on our Solution or content on Third-Party Sites. Florence makes no warranty, representation or guarantee with respect to products and services offered by Providers, and Florence specifically disclaims any warranty, representation or guarantee with respect to the quality, safety, legality or other characteristics of such products and services, or with respect to the conduct of any Provider in connection with such services.

We make no representations concerning, and do not guarantee, (a) the security, accuracy, reliability, timeliness and performance of the Solution, including, but not limited to, any Florence Content or its applicability to your individual circumstances, or (b) that the Solution will be error free or that any errors will be corrected. Our Solution and Florence Content are developed for use in the United States and Florence and its licensors and affiliates make no representation or warranty concerning the Solution or Florence Content when they are used in any other country.

No advice or information provided to you by Florence will create any warranty that is not expressly stated in these Terms. Some jurisdictions do not permit us to exclude warranties in these ways, so it is possible that these exclusions will not apply to our agreement with you. If that’s the case, the exclusions will apply to the fullest extent permitted under applicable law.

14. Limitation of Liability.

IN NO EVENT WILL FLORENCE, FLORENCE’S LICENSORS, AFFILIATES, AND OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES, (COLLECTIVELY, “FLORENCE PARTIES”) BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA OR LOST PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, AND FURTHER INCLUDING BUT NOT LIMITED TO ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON INFORMATION OBTAINED THROUGH THE SOLUTION OR FROM THE CONDUCT OF YOU OR ANYONE ELSE (INCLUDING BUT NOT LIMITED TO BODILY INJURY, DEATH OR PROPERTY DAMAGE), WHETHER ONLINE OR OFFLINE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SOLUTION, OR THE FLORENCE CONTENT, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT FLORENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

IN NO EVENT WILL THE CUMULATIVE LIABILITY OF THE FLORENCE PARTIES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE LOWER OF (I) $1,000, OR (II) THE AGGREGATE AMOUNT YOU PAID FLORENCE TO ACCESS OR USE THE SOLUTION IN THE MOST RECENT THREE-MONTH PERIOD. FLORENCE IS NOT LIABLE TO ANY PERSON OR USER FOR ANY HARM CAUSED BY THE NEGLIGENCE, MISCONDUCT OR ANY OTHER ACTS OR OMISSIONS OF A PROVIDER PROVIDING HEALTH CARE SERVICES.

Some jurisdictions do not permit us to limit our liability in these ways, so it is possible that these limitations will not apply to our agreement with you. In such event, the limitations will apply to the fullest extent permitted under applicable law.

15. Indemnification.

You will indemnify, defend, and hold harmless the Florence Parties, and all Providers whose information is provided through the Solution, and their respective employees, subcontractors, agents, vendors, suppliers, and licensors, harmless from and against from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to (i) your access to or use of the Solution or the Florence Content, (ii) your User Content, (iii) your violation of any of the provisions of these Terms, or (iv) your violation of any applicable laws or regulations, or any rights of any third party.

16. Dispute Resolution; Arbitration Agreement.

Please read the following Section carefully because it requires you to arbitrate certain disputes and claims with Florence and limits the manner in which you can seek relief from us.

We will try to work in good faith to resolve any issue you have with Solution if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to your satisfaction.

You and Florence agree that any dispute, claim or controversy arising out of or relating in any way to these Terms or your use of the Solution shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, but, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court. We agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that YOU AND FLORENCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This arbitration provision will survive termination of these Terms and any other contractual relationship between you and Florence.

If you desire to assert a claim against Florence, and you therefore elect to seek arbitration, you must first send to Florence, by certified mail, a written notice of your claim (“Notice”). The Notice to Florence should be addressed to the address below (“Notice Address”):

Florence Labs, Inc.
Attention: Chief Executive Officer
228 Park Ave S
PMB 31583
New York, New York 10003-1502

If Florence desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Florence, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Florence and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Florence may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Florence or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org.

If you are required to pay a filing fee, after Florence receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the laws of the State of New York, the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms, including this arbitration agreement. Unless Florence and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree 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 US $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. If the arbitrator issues you an award that is greater than the value of Florence’s last written settlement offer made before an arbitrator was selected (or if Florence did not make a settlement offer before an arbitrator was selected), then Florence will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND FLORENCE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Florence agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

17. Governing Law.

These Terms and our relationship with you will be governed by the laws of the State of New York, excluding its choice of laws rules. You and Florence each irrevocably agree that any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court shall be resolved on an individual basis exclusively in federal or state courts located in New York, New York. You and Florence each irrevocably consents to the personal jurisdiction of these courts and waives any and all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you and Florence agree that Florence may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms 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 the Terms remain in full force and effect.

18. Miscellaneous.

The Solution and Florence Content may contain typographical errors or other inaccuracies and may not be complete or current. Florence reserves the right, but does not have the obligation, to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice to you. Florence may refuse to provide Florence Content that is based on inaccurate or erroneous information on the Solution.

These Terms constitute the entire agreement between you and us relating to our Solution and the Florence Content, replacing any prior or contemporaneous agreements, whether written or oral, unless you have signed a separate written agreement with us relating to our Solution or the Florence Content. If there is any conflict between the Terms and a separate signed written agreement between you and us relating to our Solution or the Florence Content, the signed written agreement will control.

We reserve the right to change our Terms at any time. Any changes that we make will become a part of our agreement with you when they are posted to our Solution. Your continued use of our Solution will constitute your agreement to the changes we have made. The last date these Terms were revised is set forth at the top of these Terms.

The failure by you or us to enforce any provision of the Terms will not constitute a waiver. If an arbitrator (or court of law, having the jurisdiction to decide the matter in accordance with the limitations in these Terms) determines that any provision of the Terms is invalid or unenforceable, then the invalid or unenforceable provision will be removed from the Terms or reformed by the arbitrator and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of the Terms will continue to be valid and enforceable. Nothing contained in these Terms will limit the ability of a party to seek an injunction or other equitable relief without posting any bond. The titles of the Sections of these Terms are for convenience only and have no legal or contractual effect.

19. Contacting Us.

If you have any questions concerning our Terms, please contact us at support@florenceos.com.

Florence Labs, Inc.
228 Park Ave S
PMB 31583
New York, New York 10003
legal@florenceos.com