Introduction

Zentist provides the following Services through its site, www.zentist.io: Zentist provides price and quality information transparently for all procedures and treatments listed by Providers on the Zentist Site. Zentist Users, defined below, may use the site to identify Providers, obtain information about procedures, treatments, fees and costs, securely exchange health information with Providers, and make all necessary travel arrangements. All communications are through the Zentist secure platform.

1. Use of Zentist Website

The Zentist Website, (the "Site"), is to be used for communication purposes only. The Site is a tool for and is intended to assist Users and health care providers to communicate, but is not intended as a substitute for, the advise and expertise of a qualified physician or health care provider (hereinafter "Provider"). Providers and other Users may not use the Site, or any of the data or other resources linked to or contained therein (hereinafter, the "Content") as the means to diagnose a health problem or disease, or as the sole means of determining diagnosis or treatment.

Zentist does not does it recommend or endorse any specific tests, products, procedures, opinions, or other information or Content that may be communicated, transmitted or linked using the Website. Zentist may use information provided by a User for its internal business purposes and to facilitate the services it provides to one or more Users.

2. Privacy Policy

Zentist recognizes its responsibility to assure data security and User and Provider confidentiality in the use of the Site. Zentist has developed a Privacy Policy that is designed to advise Users of their responsibilities and rights under this policy, the Provider Agreement and Terms of Use with respect to protected health information ("PHI"). This Privacy Policy provides all Users and Providers a description of controls that are implemented to ensure patient confidentiality and data security.

Zentist intends that its Privacy Policy along with the standard practices and procedures will ensure compliance with all applicable international laws and regulations including, without limitation, the US Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health Act (HITECH Act), enacted as part of the American Recovery and Reinvestment Act of 2009 (ARRA), and the regulations and guidance promulgated thereto, including the definitions which are incorporated by reference herein.

Policy Purpose. The purpose of this Privacy Policy is to establish operating standards to be used by Zentist as the Zentist Website is used to transmit or otherwise communicate protected health information ("PHI") by Providers and other Covered Entities as defined by HIPAA and HITECH. Rules governing access to and use of the Zentist Website are governed by the terms of the Zentist Terms of Service and the Zentist Provider Agreement.

Operating Standards. The use of Zentist Website to collect, use, and disclose PHI is governed by the following standards:

  1. Legal Compliance. Zentist requires all users to collect, use, and disclose PHI in compliance with all United States and state laws, or the laws of such other pertinent jurisdictions, governing the privacy, security, and integrity of PHI and related data.

  2. Data Collection and Format. Zentist will access only that PHI and data for use by or on behalf of Users of the Site as permitted by HIPAA, HITECH, the implementing regulations and other applicable laws. Zentist may collect non-identifiable information in all instances permitted by law. Zentist will limit its collection of data only to that which is necessary for fulfilling its obligations to Users and Providers and for its own internal business purposes. Prior to collecting or receiving PHI about an individual, Providers will provide the individual with a notice that discloses to the individual the type of information being collected, the purpose for which the information is being collected, the names or categories of those who will have access to the information, the methods for accessing and correcting PHI records in the possession of the Provider. The notice will also inform the individual User of his/her right to at any time withdraw consent for collection, use and/or disclosure of the individual’s PHI.

  3. Data Use and Format. Zentist and Providers will use and disclose PHI and related data collected or received only in accordance with this Policy and governing law. Where a User has provided a Provider with instructions relating to the use and disclosure of that User’s PHI, Provider, and Zentist to the extent applicable, will act in accordance with these instructions to the extent that the instructions are consistent with governing law, the Provider’s and Zentist’s business processes and the Provider’s and Zentist’s legal and ethical obligations.

  4. Data Integrity and Security. Zentist will implement appropriate physical, logical, and other safeguards to guard against data loss, theft, adulteration or other misuse of PHI under the control of Zentist. The method and amount of safeguarding necessary for data protection will depend on the type of data that is being protected and will be consistent with those standards identified by HITECH and the implementing regulations. In the event Zentist either discovers or is notified of a breach of its Site security system, Zentist will notify the applicable User and Provider so each can take protective actions. By using the Zentist Site, Provider agrees to such communications and agrees that Zentist may post notice of Security Breaches on the Site with information regarding appropriate remedial actions.

  5. Enforcement. Zentist has procedures in place to ensure ongoing adherence to these operating standards. Zentist encourages Users to raise any concerns that they may have regarding the way PHI is handled within the Zentist Site by contacting Zentist at the address listed below.

  6. Dispute Resolution. Any questions or concerns regarding the use or disclosure of PHI by Zentist or a Provider should be directed to Zentist’s privacy officer at the address given below. Zentist will investigate and attempt to resolve any disputes or complaints regarding the use and disclosure of PHI. If a dispute or complaint cannot be resolved between Zentist and the complainant, Zentist will work with a third-party to resolve the dispute or complaint.

  7. Contact Information. Zentist Team, ask@zentist.io

  8. Changes to this policy. This policy will be revised, as necessary, to reflect any changes to current regulations governing patient confidentiality.

Zentist Terms of Service

Background

Zentist is an online global marketplace for health care providers ("Providers") outside the United States to provide information about their treatments and for United States based patients and patients based elsewhere to access such providers.

Zentist provides the following Services through its site, www.zentist.io: Zentist provides price and quality information transparently for all procedures and treatments listed by Providers on the Zentist Site. Zentist Users, defined below, may use the site to identify providers, obtain information about fees and costs, securely exchange health information with providers, and make all necessary travel arrangements. All communications are through the Zentist secure platform.

Please read these Terms of Service ("Terms") carefully. These Terms are between Users of the Zentist Site and its Services ("Users" or "you" or "your") and Avicennas, Inc. ("Zentist," "we" or "our") and these Terms cover use of this website, www.zentist.io, ("Site") and the services and information available on this website ("Service"). You accept these Terms by accessing or using the Site or the Service or registering/signing up with Zentist and you agree to be bound by these Terms and Zentist’s Privacy Policy. If you do not agree to abide by or be bound by these Terms, then do not access the Site or use the Service.

  1. Modification

    Zentist reserves the right to make changes to the Site, Services, Terms and other policies without notice. Accessing or using the Site shall be acceptance of these Terms. If any condition shall be deemed invalid, void or for any reason unenforceable, then that condition shall be deemed severable and shall not affect the validity of the remaining conditions. Your continued use of the Service and the Site after any such changes are posted constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, you may not use or access the Service or the Site.

  2. No Medical Advice

    Zentist is a website and is not a health care provider of any kind. Providers may post information, including any text, graphics images or other material contained, accessed or entered on the Site and the Site may include links to third party sources of health care information ("Content"), for educational/informational purposes only. Content on the Site is not a substitute for medical advice, diagnosis or treatment provided by a qualified healthcare professional. Any communication between you and a Provider on the Site or through the Service is for general informational purposes only, or to arrange for health care treatment from one or more Providers and does not create nor is it intended to create a physician-patient relationship with Zentist or a Provider, as defined by United States federal and state law. Your reliance on any information or Content provided on the Site, whether or not it is provided by a Provider, third party or other healthcare professional, is solely at your own risk. You should always seek the advice of your physician or healthcare professional for any questions you may have about any medical condition.

  3. How and When You May Use the Site or Service

    You may use the Service only to search for healthcare providers outside of the United States, obtain information about and arrange for services with such healthcare providers and, following receipt of services, to post reviews based on your personal experiences with Providers engaged through the Site.

    Except to the extent you are otherwise directly authorized by Zentist, you may use the Service only for personal, non-commercial uses, and may not use the Service to advertise or promote a product, service, procedure, business, healthcare professional, or other person.

    For example, and without limiting the foregoing, you may not use the Service to post any reviews, questions, answers or other information:

    • With respect to any provider other than a Provider (i) from which you have received Services through the Site; and (ii) with whom you have no other direct or indirect personal or financial relationship;
    • With respect to a business you own or by which you are employed;
    • That are false or misleading, including reviews that are fabricated or exaggerate positive results; or
    • That are repetitive or duplicative with respect to the product, service, procedure, business, healthcare professional, or other person about which they concern (e.g., it is not acceptable to post multiple similar reviews about your experience with a procedure in one or more areas of the website); or
    • That are for, on behalf of, or at the request of another person, if such other person would violate any of the above by posting such content.

    If you breach this Terms and use the Service for advertising, promotion, or other commercial or non-personal uses (including any of the prohibited examples above), you acknowledge that you will have caused substantial harm to Zentist, but that the amount of such harm would be very difficult to determine. As a reasonable estimation of such harm, you agree to pay Zentist $1,000 for each such prohibited review, question, answer or other content you post or submit on or through the Service which shall be charged to the credit card or bank account provided to Zentist and Zentist may exclude your access to the Site at any time for any reason or no reason.

    Additionally, you may not:

    • Use the Site or Service or register as a User of Zentist if you are under the age of 18 years;
    • Use the Service in any way or for any purpose that violates any local, state, federal or any other applicable laws of the United States or any applicable laws of your jurisdiction;
    • Use the Service in any way or for any purpose that harms or endangers any person or business including Zentist or Zentist affiliates, resellers, distributors, service providers and/or suppliers (collectively, the "Zentist Parties"), or any customer of a Zentist Party, other than an honest review of a Provider based upon personal experience;
    • Use the Service to exploit, solicit or harm minors;
    • Post or submit any content that is racist, sexist, inflammatory, defamatory, hateful, harassing, threatening, abusive, profane, obscene, vulgar or sexually explicit, pornographic, false, misleading, fraudulent, invasive of another’s privacy or publicity rights, infringing of another’s intellectual property rights, involves or promotes gambling, contains any trade secrets or other confidential information, or otherwise offensive or objectionable;
    • Promote, encourage or glorify violence, self-harm, suicide, anorexia, bulimia, or any other practice that is unhealthy or harmful;
    • Post your name, email address(es) or telephone number(s), URL(s) or any other confidential or personally identifiable information for you or any other person, business or entity;
    • Provide or purport to provide medical advice, prescription, diagnosis, or treatment recommendations;
    • Register for multiple accounts or use the account of another person;
    • Impersonate or pretend to be any person other than yourself;
    • Use the service to attempt to solicit business or direct website visitors to any non-Zentist third party for any purposes;
    • Apply any data mining, robots, or similar data gathering and extraction methods in connection with the Site;
    • Post links to sites or files that contain or are viruses, spyware, malware, or other harmful code or content;
    • Attempt to interfere with or disrupt the Site or any person’s ability to use the Site; or
    • Use the Site for any purposes for which the Service is not intended.

    Zentist may establish certain specific harmful or additional prohibited uses in community guidelines, a code of conduct or other notice available through the Site. We have, however, no obligation to provide advance notice thereof. You agree to abide by any community guidelines, codes of conduct or other notices we provide. Any use of the Service other than as specifically authorized herein, without the prior written permission of Zentist, is strictly prohibited.

    In addition, Zentist is not obligated to enforce these Terms against another user, healthcare professional or other third-party on your behalf. If you believe another user, healthcare professional or other third-party has violated these Terms, then please contact Zentist. Zentist reserves the right to investigate the matter and take whatever action or no action Zentist deems appropriate in its sole discretion.

  4. Your Service Account; Email Consent

    In order to use some of the features on the Site, you are required to register and provide information about yourself to us and create a service account ("Service Account"). It is your responsibility to maintain the confidentiality of your account information, including your Service Account password. In addition, you are responsible for all activities that occur in connection with your Service Account. You must tell us right away about anyone using your Service Account without your consent, or any security breach that relates to the Service or your Service Account. You agree to provide Zentist accurate, current and complete information about yourself as may be prompted in any registration forms on the Service and promptly update any such information to keep it accurate, current and complete. Zentist reserves the right to refuse the Service to anyone, including terminating your Service Account and/or preventing you from accessing the Service or your Service Account, with or without cause, at any time and in its sole discretion.

    By using the Site or Service, you consent to receive emails from Zentist, which may include commercial emails provided such emails are in accordance with the preferences on the Site. Please note that as long as you maintain an account, you may not "opt out" of receiving service or account-related emails from Zentist and such e-mails may be the only form of communication between Zentist and you.

  5. Materials You Post or Provide; Communications Monitoring

    Zentist may have access to or receive certain information of or about you that you designate as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by Zentist ("Confidential Information"). Confidential Information includes information relating to you including medical records and medical information. While Zentist will use due care and diligence to prevent the unauthorized use or disclosure of such information, Zentist is not liable for any harm suffered as a result of unauthorized use or disclosure of such information.
    By providing Confidential Information you give explicit consent to Zentist and to Providers to use that information for the purposes of providing you Services.

    You may be able to post or submit reviews, comments, questions, messages, photographs, videos (including videos created through a third-party tool) and other materials related to the Service on or through the Service in connection with the Service (collectively, "Review" or "Reviews"). All posted reviews are available to the public through the Site and may be accessed by third parties without notice to You. Your Reviews, including personally identifiable information, are made voluntarily and are subject to the Terms of Service and Privacy Policy and you understand Zentist will not be required to treat any of your Reviews as confidential. In addition, you understand and agree that your Reviews are non-confidential and are publicly available for anyone to view on the Site or through the Service. Zentist disclaims ownership of such Reviews you post or submit.

    By posting or otherwise providing your Review, you are expressly granting Zentist a nonexclusive, irrevocable, worldwide, perpetual, royalty free license (including sublicense) to use, copy, distribute, publicly display, publicly perform, modify (including create derivative works) or transmit (including digital transmission of a sound recording) your Review, in connection with the Service and Zentist’s business, including without limitation promoting and redistributing part or all of the Service or Zentist’s business, in any media formats and through any media channels now known or hereafter developed. You also grant Zentist permission to publish your name in connection with your Review and to use your name, likeness and voice in connection with your Review. In addition, by uploading Reviews to the Zentist website, you hereby waive any rights of privacy or publicity. You also grant Zentist the permission to grant any of the above rights to other persons or entities, including for the purpose of promoting the Service or Zentist’s business.

    Zentist will not pay you for your Review. Zentist may, in its sole discretion, refuse, or remove part or all of your Review from the Service at any time if Zentist considers the Review to violatethese Terms or Zentist’s Community Guidelines. For each Review, you represent and warrant that you have all rights necessary for you to post or submit the Review and to grant the licenses and permissions in this section. We do not monitor user Reviews or disclose information about your Reviews to third parties. However, we may monitor your Reviews on or through the Service and may disclose information about you, including the contents of such Reviews, if we deem it necessary to: (1) conform to legal requirements or respond to legal process; (2) ensure your compliance with these Terms or other Zentist guidelines or policies; or (3) protect the rights, property, or interests of Zentist, its employees, its customers, or the public.

    You may also request information directly from a specific healthcare professional by submitting an inquiry through their profile or inquiry form. You understand these requests, including personally identifiable information, are made voluntarily and are subject to the Privacy Policy. There is no guarantee that a healthcare professional will respond to any request submitted through their profile or inquiry form.

  6. Reviews or Content Posted by Others

    Zentist does not have any responsibility, including editorial control, of any content posted by other Zentist users, healthcare professionals or other third party content providers on the Site. The statements or content posted by Zentist users, healthcare professional or other third party content providers on the Site are those of the users, healthcare professional or other third party content providers and are not the opinion of Zentist. Zentist does not make any representations or warranties about the accuracy or reliability of the content, including the opinions, statements or information posted by the Zentist users, healthcare professional or other third party content providers on the Site. The Zentist users, healthcare professionals and other third party content providers are solely responsible for the content posted by them respectively.

    Zentist does not endorse or recommend any specific Content, procedures, products, opinions, healthcare professionals (including, but not limited to, doctors and dentists) or any other material or information available on the Site or through the Service. In addition, the healthcare professionals and specialists featured on the Site are not employees or independent contractors of Zentist.

    Zentist Site is solely for use by adults. Children under the age of 18 years are not granted User status. There may be medical related or health related materials posted by Zentist users, healthcare professionals or other third parties that may contain nudity. If you find these materials to be offensive, then you may want to use the Site or Service in such a way as to limit your viewing of this material.

  7. Performance and Usage Information

    We may automatically upload performance and usage data for evaluating the Service, the Site and the software associated with the Service and the Site. This data will not personally identify you.

  8. Links to Other Websites

    The Service may contain links to other websites maintained by third parties ("Third Party Website") or you may be able to log into the Service through a Third Party Website. Third Party Websites are not under the control of Zentist and Zentist does not endorse or assume any responsibility for the content, information or functionality of any Third Party Website. As a result, your access or use of any Third Party Website is at your own risk and Zentist’ Terms, Privacy Policy, Community Guidelines and any other policies do not apply or govern any Third Party Website. You expressly relieve Zentist of any and all liability related to the functionality, content or information contained on any Third Party Website. In addition, your dealings with or participation in promotions of third parties founds on the Site or Service, including payment and delivery of goods or services any other terms (such as warranties) are solely between you and the third parties. You agree that Zentist shall not be responsible for any loss or damage of any kind relating to your dealings with such third parties.

  9. We Disclaim All Warranties

    We provide the Service "as-is," "with all faults" and "as available." Zentist disclaims all warranties, guarantees or conditions. Without limiting the foregoing, to the extent permitted by law, we exclude and disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, workmanlike effort and non-infringement. IN ADDITION, IN NO EVENT SHALL Zentist BE LIABLE TO YOU OR TO ANYONE FOR ANY DECISION MADE OR ACTION TAKEN BY A PARTY (INCLUDING, WITHOUT LIMITATION, BY ANY USER) IN RELIANCE ON ANY CONTENT OR OTHER INFORMATION ABOUT PROFESSIONALS OR PROCEDURES POSTED ON THE SITE OR AVAILABLE THROUGH THE SERVICE.

  10. Zentist’s Intellectual Property Rights

    Zentist grants you a limited, personal, revocable, nonassignable and nonexclusive license to use the Site and Service. Zentist owns the text, photographs, videos, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software and all other elements and components of the Site and Service ("Zentist Content"), excluding Content posted by Providers and other third parties. Zentist owns the copyrights, trademarks, service marks, trade names and other intellectual property and proprietary rights throughout the world associated with the Zentist Content and the Service which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. You may not modify, reproduce, republish, frame, download, transmit, distribute, rent, lease, loan, sell, assign, license, sublicense, reverse engineer, publicly display or create derivative works based on the Service, any of Zentist’s Content in whole or in part, or Zentist’s website except as expressly authorized in writing by Zentist. In addition, Zentist does not grant any express or implied rights, and all rights in and to Zentist’s website, the Service and Zentist’s Content, are retained by Zentist.

  11. Liability Limitation; Your Exclusive Remedy

    TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL ZENTIST BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES EVEN IF ZENTIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THIS CONTRACT, THE AGGREGATE LIABILITY OF ZENTIST TO YOU IN CONNECTION WITH THE SERVICE (INCLUDING ANY THIRD PARTY CONTENT ON THE SERVICE) AND THIS CONTRACT WILL BE LIMITED TO THE AMOUNT, IF ANY, PAID BY YOU TO ZENTIST FOR THE SERVICE.

    Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

  12. Changes to the Service; Updates; Cancellation of Service

    We may change the Service, the Site or delete features at any time and for any reason. We are not obligated to provide maintenance, technical support or updates to you for the Service or Site, but we may provide these in our discretion. We may cancel or suspend your Service at any time. Our cancellation or suspension may be without cause and/or without notice. You may cancel the Service at any time, with or without cause, upon notice to us as specified in the customer support or "contact us" area for the Service. Upon Service cancellation, your right to use the Service stops right away. Once the Service is cancelled or suspended, any data you have stored on the Service may not be retrieved later. In addition, if you stop the Service or terminate your Service account, Zentist may continue to show some or all of your Reviews.

  13. Jurisdiction

    Zentist controls and operates the Site and the Service from the United States and Zentist makes no representation that the Content, Site or Service is appropriate, available or may be downloaded for use outside the United States. You are responsible for complying with all applicable laws. These Terms, the Site and the Service are governed by United States federal law and the laws of the State of Delaware, excluding any conflicts of law provisions. Accessing, browsing or otherwise using the Service or the Site means you hereby consent to the exclusive jurisdiction of the state and federal courts in Delaware and you waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Delaware.

  14. Indemnification

    You agree to indemnify and hold harmless Zentist from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any content you post or submit to or through the Service, your use of the Service, your conduct in connection with the Service or with other users of the Service, and any violation of this contract or of any law or the rights of any third party.

  15. Claim Must Be Filed Within One Year; Arbitration

    Any dispute, claim or controversy arising out of or relating to these Terms, Zentist, the Site or the Service 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 final and binding arbitration as the sole and exclusive remedy for such controversy or dispute. Any claim shall be made by filing a demand for arbitration within one (1) year following the event first giving rise to the claim. The arbitration shall be held in Delaware before one arbitrator. The arbitration shall be governed by the Federal Arbitration Act and the arbitration shall take place according to the rules of the American Arbitration Association. Judgment on the Award may be entered in any court having jurisdiction. Each of the parties shall bear all of its own costs of arbitration except the fee for the arbitrator shall be equally split between the parties. The arbitrator shall not have the authority to modify these Terms or award punitive or exemplary damages to either party. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Seeking any such remedies shall not constitute a waiver of either party’s right to compel arbitration.

  16. Your Notices to Us

    You may notify us by e-mail or postal mail. Your notices to us must be addressed as stated in the ask@zentist.io or "feedback" area for the Service.

  17. Our Notices to You; Consent Regarding Electronic Information

    This contract is in electronic form. There may be other information regarding the Service that the law requires us to send you. You agree that we may send you this information in electronic form. You have the right to withdraw this consent, but if you do, we may cancel your ability to use the Service. We may provide required information to you (1) via e-mail at the e-mail address you specified when you signed up for the Service (or subsequently provided when updating your account information), (2) by access to an Zentist web site that will be designated in an e-mail notice sent to you at the time the information is available, or (3) by access to an Zentist web site that will be generally designated in advance for this purpose. Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. As long as you access and use the Service, you will have the necessary software and hardware to receive these notices. If you do not consent to receive any notices electronically, you must stop using the Service.

  18. Miscellaneous

    These Terms constitute the entire agreement between you and Zentist regarding the use of the Service or the Site, and supersedes any prior agreements between you and Zentist relating to your use of the Service or Site. The failure of Zentist to exercise or enforce any right or provision of these Terms or any prior version of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Last updated: April 28, 2016