Terms of Service
Effective Date: January 11, 2024
Please carefully review these Terms of Service (“Terms”) as these Terms govern your use of the Site (as defined below) and any of the online services that are linked to these Terms.
For purposes of these Terms, the references to “we,” “us,” or “our” will refer to Smiley Aesthetics Holdco, LLC and each of its respective Affiliates. The term “Affiliates” means any entity or person that controls, is controlled by or is under common control with, such as a subsidiary, parent company, agent, representative, or employee.
1. Use of the Site
3. Important Information about Your Use of the Services
Do not use the services for emergency medical needs. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.
THIS SITE IS NOT INTENDED FOR THE DIAGNOSIS AND TREATMENT OF MEDICAL CONDITIONS.
Smiley Aesthetics Holdco, LLC and each of its respective Affiliates do not provide the services of any physicians or other healthcare providers. All Services are provided through various Medical Providers and entities engaged in the practice of medicine that supervise or who are healthcare professionals responsible for the services each provides to you. Smiley Aesthetics Holdco, LLC and each of its respective Affiliates do not practice medicine or any other licensed profession and do not interfere with the practice of medicine or any other licensed profession by any of the Treating Providers, each of whom is responsible for his/her services and compliance with the requirements applicable to his/her profession and license. Any information or advice you receive from a Treating Provider comes from him/her alone, and not from Smiley Aesthetics Holdco, LLC or any of its respective Affiliates. Neither Smiley Aesthetics Holdco, LLC nor any third parties who promote the Services or provide you with a link to the Services shall be liable for any professional advice you obtain from a Treating Provider via the Services. Smiley Aesthetics Holdco, LLC does not endorse any specific physicians, tests, medications, products, procedures, or the like that may be recommended by a Treating Provider. You acknowledge that your reliance on any Treating Provider, or information provided by any Treating Provider, is solely at your own risk and that you assume full responsibility for all risk associated therewith. Your interactions with any Treating Provider via the Services are not intended to take the place of your relationship(s) with your regular health care practitioner(s).
Smiley Aesthetics Holdco, LLC does not make any representations or warranties about the training or skill of any of the Treating Providers using the Services. You are ultimately responsible for choosing your Treating Provider for the Services.
You hereby certify that you are physically located in the State you have entered as your current location on the Services. You acknowledge that your ability to access and use the Services is conditioned upon the truthfulness of this certification and that the Providers you access through the Services are relying upon this certification in order to interact with you. In the event that your certification is inaccurate, you agree to indemnify Smiley Aesthetics Holdco, LLC, and the Treating Providers with whom you interact from any resulting damages, costs, or claims.
You hereby certify that you are not a Medicare or Medicaid beneficiary. If you provide false or deceptive information regarding your Medicare or Medicaid enrollment status, Smiley Aesthetics Holdco, LLC reserves the right to terminate all current or future use of the Services by you.
4. Informed Consent
We are providing this information on behalf of the Treating Providers:
Among the benefits of the Services are improved access to healthcare professionals and convenience. However, the Services you receive from Treating Providers are not intended to replace your primary care physician relationship. You may form an ongoing treatment relationship with some Treating Providers. However, your initial interactions with a Treating Provider will begin as a consultation and will not necessarily give rise to an ongoing treatment relationship with that Treating Provider. You should seek emergency help or follow-up care when recommended by a Treating Provider or when otherwise needed and continue to consult with your primary care physician and other healthcare professionals as recommended.
As with any healthcare services, there are potential risks associated with the use of the Services on the Site. These risks include, but may not be limited to:
- In rare cases, information transmitted may not be sufficient (e.g., poor resolution of images) to allow for appropriate healthcare decision-making by the Treating Provider;
- Delays in evaluation or treatment could occur due to failures of the electronic equipment. If this happens, you may be contacted by phone or other means of communication;
- In rare cases, a lack of access to all of your health records may result in adverse drug interactions, allergic reactions, or other judgment errors;
- Although the electronic systems we use will incorporate network and software security protocols to protect the privacy and security of health information, in rare instances, security protocols could fail, causing a breach of privacy of personal health information
By accepting these Terms, you acknowledge that you understand and agree with each of the following:
- You understand that you may expect the anticipated benefits from the use of the Services in your care, but that no results can be guaranteed or assured;
- You understand that the laws that protect the privacy and security of health information apply to the Services, and you have received and acknowledged the Notice of Privacy Practices, which describes these protections in more detail. Electronic communications are directed to your Treating Providers through a secure, encrypted image interface and electronic health record;
- You understand that we do not take nor bill insurance providers for any of the Services offered; and
- Your Treating Provider may determine that the Services are not appropriate for some or all of your treatment needs and accordingly may elect not to provide Services to you through the Site.
6. User Accounts
When you register on the Site, you are required to create an account (“Account”) by entering your name and e-mail address, a password, and certain other information collected by us (collectively “Account Information”). To create an Account, you must be of legal age to form a binding contract. If you are not of legal age to form a binding contract, you may not register to use our Services.
You agree that the Account Information that you provide to us at all times, including during registration and in any information you upload to the Site will be true, accurate, current, and complete. You may not transfer or share your Account password with anyone, or create more than one Account. You are responsible for maintaining the confidentiality of your Account password and for all activities that occur under your Account. We reserve the right to take any and all action, as we deem necessary, appropriate, or reasonable, regarding the security of the Site and your Account Information. In no event and under no circumstances shall we be held liable to you for any liability or damages resulting from or arising out of your use of the Site, your use of the Account Information, or your release of the Account Information to a third party. You may not use anyone else’s account at any time.
7. User Information/Prohibited Conduct.
You may not access or use, or attempt to access or use, the Services to take any action that could harm us or any third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, and without limitation, you may not:
- transmit any message or information under a false name or otherwise misrepresent your affiliation or the origin of materials you transmit;
- provide information on the enrollment form that is untrue, inaccurate, not current, or incomplete;
- transmit any message or information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, or hateful;
- transmit any message or information that infringes or violates the intellectual property, privacy, or publicity rights of others;
- reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate content received through the Services to anyone without prior express permission;
- engage in unauthorized spidering, “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information;
- take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
- use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
- attempt to modify, translate, decipher, decompile, disassemble, reverse-engineer, or create derivative works of any of the software comprising or in any way making up a part of the Services; or
- engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.
Violations of system or network security may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. We may suspend or terminate your access to the Services for any or no reason at any time without notice.
You agree not to contact other Site users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to us and each of the Treating Providers that you have the legal right and authorization to provide all User Information to us and the Treating Providers for use as set forth herein, and as required by us or any of your Treating Providers.
8. Use of the Services by Individuals Under Age 18.
This Site is not directed to children and children are not eligible to use our Services. We will not knowingly collect information from Site users under the age of eighteen (18). If you are under age 18, please do not attempt to use the Site or any of our Services or provide any personal information about yourself to us. If we learn that we have collected personal information from a child under 18, we will delete that information as quickly as possible.
9. Access Rights.
We hereby grant to you a limited, non-exclusive, non-transferable right to access the Site and use the Services solely for your personal non-commercial use and only as permitted under these Terms and any separate agreements you may have entered into with us (“Access Rights”). We reserve the right, in our sole and absolute discretion, to deny or suspend the use of the Site or Services to anyone for any reason. You agree that you will not, and you will not attempt to: (a) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (b) use the Site or Services to violate any local, state, national, or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Site or Services; (d) distribute viruses or other harmful computer code through the Site or (e) otherwise use the Services or Site in any manner that exceeds the scope of use granted above. In addition, you agree to refrain from abusive language and behavior which could be regarded as inappropriate or conduct that is unlawful or illegal, when communicating with Treating Providers through the Site. We are not responsible for any interactions with Treating Providers that are not conducted through the Site. We strongly recommend that you do not use the Site or any of its Services on public computers. We also recommend that you do not store your Account password through your web browser or other software.
10. Fees and Purchase Terms.
You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. By providing us with your credit card number and associated payment information, you agree that we are authorized to immediately invoice your account for all fees and charges due and payable to us hereunder and that no additional notice or consent is required. You acknowledge and agree that you shall be personally responsible for all incurred expenses. Neither we nor the Treating Providers take or bill insurance providers for any of the Services offered, nor do we offer any guarantee that you shall receive any reimbursement from your insurance provider for any of the Services offered (should you choose to submit a claim for reimbursement directly). We reserve the right to modify or implement a new pricing structure at any time prior to billing you for your initial payment or for future payments due pursuant to these Terms.
11. Website Links.
We will not be liable for any information, software, or links found at any other website, internet location, or source of information, nor for the acts or omissions of any such websites or their respective operators.
Certain of the names, logos, and other materials displayed on the Site or in the Services may constitute trademarks, trade names, service marks, or logos (“Marks“) owned by us or other related entities. You are not authorized to use any such Marks without the express written permission of us. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.
You may deactivate your Account and end your Site registration at any time, for any reason, by sending an e-mail to firstname.lastname@example.org. We may suspend or terminate your use of the Site, your Account, and/or your registration for any reason at any time. You agree that we will not be liable to you or any third party for any suspension or termination of your password, account, or use of the Site or any part thereof, or any removal of any materials that you have submitted to the Site. In the event that we suspend or terminate your access to and/or use of the Site, you will continue to be bound by the Terms that were in effect as of the date of your suspension or termination. Subject to applicable law, we reserve the right to maintain, delete, or destroy all communications and materials posted or uploaded to the Site pursuant to its internal record retention and/or content destruction policies. After such termination, we will have no further obligation to provide the Services, except to the extent we are obligated to provide you access to your health records or Treating Providers are required to provide you with continuing care under their applicable legal, ethical, and professional obligations to you.
15. Right to Modify.
16. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY AGREE THAT USE OF THE SITE OR SERVICES IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON- INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DO WE MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICE OR ANY OF THE INFORMATION CONTAINED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF ITS CONTENTS IS AT YOUR SOLE RISK.
YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO THE SERVICE OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICE CAUSED BY YOU OR ANY PERSON USING YOUR USERNAME OR PASSWORD. WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES, OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS, OR GUIDELINES ACCESSED THROUGH THE SERVICE.
You acknowledge and agree that Smiley Aesthetics Holdco, LLC and each of its respective Affiliates do not provide medical advice, diagnosis, or treatment, and is strictly a management service and technology platform and infrastructure for connecting patients with independent third-party Treating Providers. You acknowledge and agree that the Treating Providers using the Site are solely responsible for and will have complete authority, responsibility, supervision, and control over the provision of all medical services, advice, instructions, treatment decisions, and other professional healthcare services performed, and that all diagnoses, treatments, procedures, and other professional health care services will be provided and performed exclusively by or under the supervision of Treating Providers, in their sole discretion, as they deem appropriate.
17. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WE OR OUR SUBSIDIARIES, PARENT COMPANIES, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING ITS MATERIALS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITE, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARIES, PARENT COMPANIES, AND AFFILIATES, IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
You agree to indemnify, defend, and hold each of us and our respective parents, subsidiaries, affiliates, licensors, suppliers, and each of our directors, officers, affiliates, subcontractors, employees, agents, and assigns harmless from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages, and liabilities related to or associated with your use of the Services and any alleged violation by you of these Terms. We reserve the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide us with such cooperation as we reasonably request. In addition, you agree to indemnify, defend, and hold harmless each of your Treating Provider(s) from and against any third-party Claims resulting from your lack of adherence to the advice or recommendation(s) of such Treating Provider(s).
All Treating Providers accessible to you through the Site hold professional licenses issued by the professional licensing boards in the states where they practice. You can report a complaint relating to services provided by a Treating Provider by contacting the professional licensing board in the state where the services were received. In a professional relationship, sexual intimacy is never appropriate and should be reported to the board that licenses, registers, or certifies the licensee. You can find the contact information for each of the state professional licensing boards governing medicine on the Federation of State Medical Boards website (http://www.fsmb.org/state-medical-boards/contacts). Any clinical records created as a result of your use of the Site will be securely maintained on behalf of your Treating Provider(s) for a period that is no less than the minimum number of years such records are required to be maintained under state and federal law, and which is typically at least six (6) years.
20. Binding Arbitration.
Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Nashville, Tennessee before a single arbitrator who shall be a retired judge. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the Hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision. The arbitrator shall not have the authority to alter or change any of the provisions of this Agreement. The arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration, including all fees of the arbitrator. The Parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.
Arbitration Final. The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state law concerning arbitration, governs all arbitration under this clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder shall remain enforceable. Notwithstanding anything to the contrary contained herein, if the waiver of class action rights contained herein is not enforceable as to any person or persons, such non-enforceability shall apply to such person or persons only, and all other persons shall continue to be governed by the Arbitration Clause.
Giving Up Right of Class Action. These Terms provide that all Disputes will be resolved by binding arbitration and not in court or by jury trial. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.
- These Terms and your use of the Site shall be governed by the laws of the State of Tennessee, without giving effect to the principles of conflict of laws.
- No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall constitute a waiver of such right or provision.
- If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
- We reserve the right to transfer, sell, or assign to third parties rights related to your relationship with us, including, without limitation, your Account and any personal information that you provided or that has been provided on your behalf to us in the event we are acquired by a third party. Such third parties will: (i) assume responsibility for your relationship with us; (ii) assume responsibility for information collected by us in connection with our business operations or the Site, and (iii) assume responsibility for the rights and obligations regarding such information as described in these Terms. These Terms shall be binding upon and inure to the benefit of Smiley Aesthetics Holdco, LLC, and each of our successors and assigns. You may not assign your rights under these Terms without our prior written consent, and any attempted assignment will be null and void.
- We devote considerable effort to optimizing signal strength and diagnosis deficiencies but are not responsible for the internet or data bandwidth and signal of your mobile device.
- The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on this website infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright. In accordance with the DMCA, we have designated an agent to receive notification of alleged copyright infringement in accordance with the DMCA. Any written notification of alleged copyright infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to Smiley Aesthetics Holdco, LLC, 7058 Charlotte Pike, Nashville, Tennessee 37209.
22. Reporting Violations.
You should report any suspected violations of these Terms to us at email@example.com.
If you have any questions or concerns about these Terms or the Services, please contact us at firstname.lastname@example.org.