UmbrellaMD is an online marketplace for doctor appointments catering to individuals who agree to pay out-of -pocket for their visit. In exchange for this, doctors are able to offer patients discounted pricing for traditional office hours. Doctors are also able to charge a premium price for less traditional appointment times.
Standard Appointments are any appointments not deemed to be an in demand by a physician and represent the majority of appointment times on UmbrellaMD. These appointment times show up as Grey on our calendar. In exchange for agreeing to pay the physician out-of-pocket for these appointments, the price offered is typically a discount to the physician’s normal base visit price.
In-Demand Appointments are designated as such by doctors and typically constitute same day appointments or appointments for specific times of day (i.e., early morning or outside advertised hours). The appointment time will show up as Red on our calendar. The price for the appointment is set by the doctor, based on their schedule and is a premium compared to their standard price. Once your desired appointment time is submitted, it will remain live for 30 minutes or until the doctor either rejects or accepts it. Simply placing an offer will not guarantee the doctor will accept it.
UmbrellaMD simply matches cash paying patients with doctors. Patients utilizing UmbrellaMD agree to pay in full and out-of-pocket for their visits and specifically agree not to utilize any form of insurance at the time of their visit. Actions that either party may take after the appointment are out of UmbrellaMD’s purview. If after the appointment, patients or doctors look to seek reimbursement from insurers, they should consult with their respective providers. For example, some insurance providers may be willing to reimburse you, on an out-of-network basis, for some or all of your visit costs.
UmbrellaMD has discovered physicians’ cash prices and created a transparent marketplace for doctors’ appointments. In most cases, these cash prices are lower than what physicians typically charge. However, there are other benefits to agreeing to pay-out-of pocket and leaving your insurance card at home.
1) High deductibles leave you footing the bill for most appointments anyway
Typical physician appointments usually cost a few hundred dollars. If you have a high deductible insurance plan you are most likely paying for these visits in full yourself. Why not use UmbrellaMD and pay a lower cash price for the same appointment?
2) Makes it easier to secure in-demand appointment times
Physicians have flexibility over their schedules. UmbrellaMD allows them to communicate the cash price at which they would be willing to fit you in at a moments notice or during a busy time of day through the “in-demand appointment” feature
UmbrellaMD users will know the exact price for their visit and services included before scheduling an appointment
4) Highest level of care
UmbrellaMD has only engaged board certified physicians who are dedicated to the highest standard of care. Whether it be minimal wait times or significant face to face time with your physician, UmbrellaMD users receive a “concierge medicine” level of care
5) Out-of-network insurance reimbursement
In some cases your insurance carrier may be willing to reimburse you for all, or a portion, of your appointment cost if you submit an out-of-network claim after the visit. Please refer to the Insurance tab for more information
USER TERMS AND CONDITION
IF YOU ACCESS OR USE ANY PART OF THE PLATFORM, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., YOU ARE UNDER 18 YEARS OLD), DO NOT USE THE PLATFORM.
1. Scope and Acceptance
Any medical or dental service provider who accesses, uses, signs up for, or receives an appointment from a “User” (as defined below) from any part of the Platform is a “Provider”. The Agreement sets forth your rights and obligations as a User with respect to your access to and use of the Platform and use of any and all information or data of any kind arising from access to, or use of, the Platform, including, without limitation, any text, graphics, images, art work, sound recordings, audio, video, and software.
3. Description of the Platform
UMBRELLAMD is the provider of a Platform that permits a user (“User”) to search for, select, book an appointment with, and pay a local medical or dental service provider (“Provider”). More specifically, using the Platform, Users search for and select Providers based on medical or dental specialty, location, ratings, reviews, and appointment availability. Users must register to access the platform, but Users are not charged any access fee. Once registered, Users then have access to an exhaustive listing of Providers on the Platform. The Providers provide UMBRELLAMD with a classification matrix that designates every potential appointment slot as either in-demand or regular, the base fee for each such appointment type, and a brief description of the services covered by the base fee. For regular appointments, Providers are encouraged to grant a prompt payment discount to their typical visit fees in order to encourage Users to make regular appointments through the Platform. Providers set their fees, and UMBRELLAMD is entirely neutral in setting the fees Providers choose to charge Users.
From the wide array of Providers and available appointments listed on the Platform, Users select a Provider and available appointment of the User’s choosing. At the time of appointment booking, Users pay the appointment fee upfront to UMBRELLAMD, which UMBRELLAMD remits in full to Providers upon completion of the appointment. UMBRELLAMD does not retain any portion of the appointment fee or charge Providers any fees. UMBRELLAMD does charge the User a fixed $5 fee for the processing of payments “Processing Fee”. Once a User books an available appointment on the Platform, the Platform transmits confirmation of the booked appointment to both the User and Provider. Once the User completes an appointment, the User may then submit a moderated rating and review of the Provider on the Platform.
To use the Platform as a User, you must register and create an account by providing your first and last name, email address and a password. In order to book an appointment through the platform the User may have to in put additional information as required by the Provider.
You agree, represent, and warrant that you shall at all times provide accurate information when registering as a User and when using the Platform and that you shall update and maintain as accurate all such information during your use of the Platform.
5. User and Provider Conduct
By using the Platform, Users and Providers agree, represent, and warrant that:
(a) at the time the Provider confirms the appointment, the User will pay all upfront appointment fees charged for the services of a Provider and the $5 Processing Fee charged by UMBRELLAMD, on an out-of- pocket basis; and
(b) at any point during or after the appointment, the User specifically agrees not to use in-network insurance to cover the costs of their visit and acknowledges that if he or she does, the Provider has the right to terminate the appointment and will not be required to refund the appointment fee. Based on the User’s disclosure of their insurance plan, UMBRELLAMD will attempt to filter out in-network Providers in order to prevent the above conflict, and
(c) Providers will make all reasonable efforts to see the User within 30 minutes of the designated appointment time. If a Provider fails to comply with this Provision and UMBRELLAMD determines that a User had to wait more than 30 minutes past a designated appointment time, the Provider forfeits 10% of the upfront appointment fee the User has paid. UMBRELLAMD shall refund to the User 10% of the upfront appointment fee. UMBRELLAMD will then only pass on to the Provider the remaining 90% of the upfront appointment fee. In such instances, the Provider agrees not to make any attempt to recover from the User the forfeited 10% of the upfront appointment fee; and
(d) if a User books an appointment and a Provider subsequently learns that the Provider cannot see the User at the designated appointment time, or the Provider needs to cancel the appointment for any other reason, the Provider shall first attempt to notify the User directly and then notify UMBRELLAMD so that UMBRELLAMD can also attempt to contact the User; and
(e) the Provider will handle Users in the same fashion as any other patient in the Provider’s practice, neither giving Users any favorable or unfavorable handling or priority in relation to the Provider’s other patients; and
(f) as among you and UMBRELLAMD, you assume all risk and liability for using the platform. UMBRELLAMD does not warrant that the platform complies with your or the provider’s obligations or contracts with Medicare, Medicaid, or any insurance company, etc. UMBRELLAMD does not warrant that the platform complies with the provider’s obligations under the laws, regulations, rules and codes of professional conduct governing the provider’s services as a medical or dental professional. UMBRELLAMD expressly disclaims any liability that may arise from adverse actions taken against you by any regulatory authority, Medicare, Medicaid, or insurance company for your use of the platform. UMBRELLAMD also expressly disclaims any liability for medical malpractice you might incur as a result of treating with a provider; and
(g) as among you and the Provider, and UMBRELLAMD, UMBRELLAMD is not responsible for, and takes no position regarding, the submission of any claims for reimbursement to Medicare, Medicaid, or an insurance company on an out-of-network basis upon the completion of an appointment. It is entirely up to the User and/or Provider to decide whether to submit any such out-of-network reimbursement claim upon the completion of an appointment. UMBRELLAMD does not warrant that any reimbursement claims, if submitted, will be successful.
UMBRELLAMD may suspend or terminate your account and your access to and use of the Platform at any time in its sole discretion if it suspects that you have violated any of the above terms and conditions.
6. UMBRELLAMD Disclosures and Disclaimers
By using the Platform, you acknowledge and agree to the following disclosures and disclaimers about UMBRELLAMD and the Platform:
a The Platform enables connections between Providers and Users and facilitates the voluntary creation of a relationship and provision of services between them. UMBRELLAMD is not a direct party to all interactions between Providers and Users. UMBRELLAMD is not a medical service or patient referral service.
(h) UMBRELLAMD does not supervise, direct, or control Providers/Users or the communications made or the services provided by Providers. UMBRELLAMD does not employ Providers and does not act as a staffing or temporary employment agency.
(i) Except as expressly stated otherwise in UMBRELLAMD’s published policies and communications, UMBRELLAMD does not endorse or recommend any medical or dental professional, including those that use the Platform as Providers.
(k) You are responsible for any fees or other costs incurred by you when accessing and using the Platform as a User, such as when accessing and using the Platform through an internet connection, receiving phone or electronic notifications through the Platform, or making telephone calls to facilitate transactions with Providers.
If you have any questions about the above disclosures and disclaimers or the Platform, please contact us at email@example.com.
7. Operation, Fees, And Penalties
The specific features and functionality of the Platform are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Platform, and the right to change terms without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Platform at any time.
Subject to the terms and conditions above, upon confirmation that the appointment has been completed (within the thirty minute window for which the appointment was booked, as described above) UMBRELLAMD will pass on to the Provider the full amount of the upfront appointment fee, which the User has previously paid.
We will make commercially reasonable efforts to prominently display and explain all applicable fees and payments. In addition to the appointment fee, UMBRELLAMD will charge Users a $5 Processing Fee.
The fees that we may charge Users, if any, are set in our sole discretion and may change at any time and from time to time. The fee and payment policy in effect at the time a transaction verification code is issued to a User shall apply to the transaction. We may contract with one or more third parties to facilitate the processing of fees and payments.
A User’s upfront appointment fee is non-refundable and shall be passed on in full by UMBRELLAMD to the Provider, except under the following circumstances:
a If, as described above, the Provider fails to see the user within thirty minutes of the booked appointment time. In such instances, the Provider forfeits 10% of the upfront appointment fee back to the User, and the Provider shall only receive 90% of the upfront appointment fee; and
(l) In our sole discretion under special circumstances.
You agree that UMBRELLAMD may review and modify the fees charged and payments made in any transaction, in its sole discretion, based on any complaint or report of special circumstances concerning a transaction.
We disclaim—and you release us from any claims regarding—errors, inaccuracies, and omissions of the Platform, specifically regarding (though not in any way limited to) information provided to us by Providers or other Users. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. UMBRELLAMD makes no guarantees whatsoever as to the completeness, timeliness, correctness, or accuracy of the materials or data available through the Platform. If you believe any portion of the Platform includes an error or inaccuracy, please notify us.
9. Permitted Use
Certain UMBRELLAMD materials provided through the Platform are protected by intellectual property laws, including but not limited to U.S. copyright laws. You expressly acknowledge and agree that the content accessible through the Platform that is not expressly designated as being provided by a Provider is the property of UMBRELLAMD and its content providers, and UMBRELLAMD and its content providers retain all right, title, and interest in the content.
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Platform and related materials solely for your own use. Except as expressly provided, all rights are reserved. You are permitted to download, install, and use the Mobile App or other software, as UMBRELLAMD may provide from time to time, solely to access and use the other parts of the Platform in compliance with the Agreement. You are responsible for downloading the correct Mobile App/software for your device and for verifying the compatibility of the Mobile App/software with your device.
In connection with the use of the Platform, you may not:
a alter or modify the Platform, or make any electronic reproduction, adaptation, distribution, performance, or display of the Platform, or any portion thereof, except to the extent required for the limited purpose of reviewing material on the Platform; or
(m) sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to the Platform, or related materials; or
(n) remove or modify any proprietary notice or labels on the Platform, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website; or
(o) use the Platform for any non-authorized purpose or any illegal purpose; or
(p) copy, modify, erase, or damage any information contained on computer servers used or controlled by UMBRELLAMD or any third party; or
(q) use the Platform to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful,
or otherwise objectionable; or
(r) access or use any password-protected, secure, or non-public areas of the Platform, or access data on the Platform not intended for you, except as specifically authorized by UMBRELLAMD; or
(s) impersonate or misrepresent your affiliation with any person or entity; or
(t) use any automated means to access or use the Platform, including scripts, bots, scrapers, data miners, or similar software, or display the Platform, or portions thereof, in things (e.g., framing, scraping, etc.), without our express written
(u) attempt to or actually disrupt, impair, interfere with, alter, or modify the Platform, or any information, data, or materials posted and/or displayed by UMBRELLAMD; or
(v) attempt to probe, scan, or test the vulnerability of the Platform or breach any implemented security or authentication measures, regardless of your motives or intent; or
(w) attempt to interfere with or disrupt access to or use of the Platform by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; or
(x) post any content to the Platform that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to the Agreement, including UMBRELLAMD’s rules and policies.
UMBRELLAMD may suspend or terminate your account and your access to and use of the Platform at any time in its sole discretion and for any reason, including any breach of the Agreement.
10. Third Party Properties
The Platform may refer you to physical venues, geographical sites, websites on the Internet, and/or products or services that are owned, under the control of, or maintained by a third party (including, for example, a payment processor) (“Third Party Properties”). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by UMBRELLAMD of any such Third Party Properties. You acknowledge that UMBRELLAMD is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that UMBRELLAMD is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. UMBRELLAMD does not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to through the Platform, you do so at your own risk.
11. Availability of the Platform
It is not possible to operate the Platform with 100% guaranteed uptime. UMBRELLAMD will make reasonable efforts to keep the Platform operational. However, certain technical difficulties, routine site and software maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Platform. In addition, UMBRELLAMD reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Platform, with or without notice.
You agree that UMBRELLAMD shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Platform.
12. Disclaimer of Warranties
You expressly agree that access to and use of the platform are at your sole risk. The platform is provided on an “as is” and an “as available” basis. Except for those warranties made and expressly identified as warranties by UMBRELLAMD, UMBRELLAMD does not make, and hereby disclaims, any representations or warranties, express, implied, or statutory, regarding (a) the platform; (b) any products and services offered through the platform, or any portion thereof; and (c) the acts or omissions of providers of the platform, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of third party rights, and any warranties arising by course of dealing or custom of trade. UMBRELLAMD makes no representation or warranty that any material, content, products, or services displayed on or offered through the platform are accurate, complete, appropriate, reliable, or timely. UMBRELLAMD also makes no representations or warranties that the platform will meet your requirements, or that your access to and use of the platform will be uninterrupted or error-free, free of viruses, malicious code, or other harmful components, or otherwise will be secure. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you
13. Release and Limitation of Liability
In the event that you have a dispute with one or more Providers, insurance companies, Medicare, Medicaid, federal or state regulators or law enforcement authorities, you release UMBRELLAMD (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
To the maximum extent permitted by applicable law and notwithstanding any other provision of this agreement, in no event shall UMBRELLAMD or any of its affiliates or suppliers (including any of its or their partners, officers, employees, agents, contractors, successors, or assignees) be liable to you (including any of your partners, officers, employees, agents, contractors, successors, or assignees) for any indirect, special, incidental, exemplary, punitive, or consequential damages, whether arising in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), nor for any damages arising from delay, loss of goodwill, loss of or damage to data, interruption in use or availability of data, loss of use of money or use of products, lost profits, revenue or savings (actual or anticipated), or other economic loss ensuing from or in connection with (a) the platform; (b) any products and services offered through the platform, or any portion thereof; or (c) any acts or omissions of providers of the platform, even if UMBRELLAMD or any of its affiliates or suppliers has been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.
You expressly waive and release any and all rights and benefits under section 1542 of the civil code of the state of california (or any analogous law of any other state), which reads as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.”
Despite the foregoing limitation of liability for damages, if a court or other tribunal of competent jurisdiction decides to award monetary damages to you for any claim or cause of action arising from the same, the amount of monetary damages for such claim or cause of action shall be no greater than the greater of: (a) the amount you paid to UMBRELLAMD for products and services in the last year, if any, and (b) one hundred U.S. dollars ($100).
You agree to indemnify, defend, and hold harmless UMBRELLAMD, its parents, subsidiaries, and affiliates, and its and their respective directors, officers, partners, employees, agents, contractors, successors, and assigns from and against all claims, demands, lawsuits, damages, liabilities, losses, costs, or expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs), judgments, settlements, and penalties of every kind arising from or relating to any violation of this agreement by you and any act or omission by you relating to your use of the platform.
You agree that UMBRELLAMD may, in its sole discretion and without prior notice, terminate your access to or use of any of the Platform or any part of the Platform at any time and for any reason, with or without cause.
16. Intellectual Property Infringement by Providers
We expect Users to respect the intellectual property rights of others. We may remove material that appears in our sole discretion to infringe upon the intellectual property rights of others. If you believe a work protected by a U.S. copyright has been posted on the Platform without authorization, you may notify our copyright agent, and provide the following information:
a a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
(y) identification of the copyrighted work or works claimed to have been infringed;
(z) a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;
(aa) your name, mailing address, telephone number and e-mail address;
(ab) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and
(ac) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
To notify UMBRELLAMD of a claimed copyright infringement, please contact: firstname.lastname@example.org.
At any time and in UMBRELLAMD’s sole discretion, we may add, delete, or modify the Agreement. We will use commercially reasonable efforts to publish to you any revised portion of the Agreement, for example, by publishing the latest version of these terms and conditions at this URL: www. UMBRELLAMD.com. Should you deem any such addition, deletion, or modification to the Agreement unacceptable, you shall stop accessing and using the Platform. All changes to the Agreement shall be effective immediately.
17.2 Access and Use Where Prohibited
Access to and use of the Platform are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.
17.3 Operation of the Platform from the United States of America
By accessing and using the Platform, you acknowledge and agree that UMBRELLAMD controls and operates all parts of the Platform from its offices in the United States of America and that the Platform is intended for use by Providers and Users located in the United States of America. Unless expressly stated to the contrary, UMBRELLAMD makes no representation that the Platform is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Platform are solely directed to individuals, companies, or other entities located in the United States of America. UMBRELLAMD reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Platform is void where prohibited. If you access or use the Platform from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Platform in violation of applicable export laws and regulations.
17.4 Applicable Law and Venue
Any action related to the Agreement will be governed by the law of the State of New York, without regard to the choice or conflicts of law provisions of any jurisdiction.
17.5 Dispute Resolution
UMBRELLAMD intends to resolve any and all disputes that may arise among it and its Users and Providers in a cost-effective and non-disruptive manner.
You agree to the following dispute resolution procedure for disputes arising between you and UMBRELLAMD. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to UMBRELLAMD in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. UMBRELLAMD shall respond within ten (10) business days with identical information from its perspective. You and a representative of UMBRELLAMD shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and UMBRELLAMD mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and UMBRELLAMD fail to resolve the matter, the dispute will be resolved exclusively by binding arbitration in accordance with the then-current Commercial Rules of the American Arbitration Association, provided that UMBRELLAMD will have the right to petition any court of competent jurisdiction for the entry of injunctions and orders for specific performance relating to any alleged violation of intellectual property rights. You agree that you will not bring or be a party to any class-action lawsuit against UMBRELLAMD.
You agree to the following dispute resolution process for disputes arising between you and one or more Providers. Before instituting any litigation or other proceeding regarding a dispute with a Provider, you shall notify the Provider of the nature of the dispute and attempt to resolve the dispute in good faith with such Provider. If you and the Provider are unable to resolve the dispute under mutually agreeable terms, either party may seek review of the dispute by UMBRELLAMD. UMBRELLAMD will investigate the dispute, seeking input and communicating with both parties. UMBRELLAMD will review both parties’ positions in good faith and expeditiously propose a non-binding resolution. If either party rejects UMBRELLAMD’s proposed resolution and additional communication between the parties is futile, either party may seek to resolve the dispute through additional mediation, arbitration, litigation, or any other available forum.
17.6 User Submissions and User’s Grant of Limited License
By communicating with UMBRELLAMD, including submitting or sending content or Provider reviews to us, you grant UMBRELLAMD the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such content, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating the content, in whole or in part, into an UMBRELLAMD feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or all other aspects of such submitted material, including any content or part thereof, or other communication to UMBRELLAMD. You also warrant that any “moral rights” in such content are waived.
17.7 Force Majeure
In the event UMBRELLAMD’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of UMBRELLAMD, UMBRELLAMD shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference.
If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.
No action arising out of this Agreement or your access to or use of the Platform, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.
If UMBRELLAMD does take any legal action against you as a result of your violation of the Agreement, UMBRELLAMD will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to UMBRELLAMD. You agree that UMBRELLAMD will not be liable to you or to any third party for termination of your access to or use of any part of the Platform as a result of any violation of the Agreement or for any reason at all.
You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by UMBRELLAMD. Any purported assignment lacking such consent will be void at its inception. UMBRELLAMD may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by publishing such notice through the Platform.