Terms of Service
Last modified: August 24th, 2021
Welcome to Zaya Care (“Zaya,” the “Company, “we,” or “us.”)
Certain Critical Information and Disclaimers
DO NOT USE ZAYA CARE’S SERVICES TO SEEK HEALTH CARE SERVICES FOR SOMEONE WHO IS SHOWING SYMPTOMS THAT REQUIRE IMMEDIATE OR EMERGENT MEDICAL ATTENTION. CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM (ER) IMMEDIATELY IF YOU HAVE AN EMERGENCY MEDICAL NEED.
ZAYA CARE’S SERVICES ARE INTENDED FOR INDIVIDUALS RESIDING IN AND LOCATED IN NEW YORK STATE.
Services: Zaya Care Does Not Provide Medical Services Or Medical Advice
Zaya is a platform that offers access to on-demand prenatal care providers, postpartum care providers, and other maternity related consultation services (collectively, the “Services”) through our network of prenatal, childbirth, breastfeeding, and newborn care Providers (collectively, “Providers”). The Services do not include the provision of medical care or professional services by Zaya Care. Zaya Care facilitates access to perinatal care services provided by the Provider. While the Services may provide access to certain general medical information, and may also provide functionality to connect you to Providers, the Services cannot and are not intended to provide medical advice.
The content on the Website is not and should not be considered medical advice or a substitute for individual medical advice, diagnosis or treatment. If you or your infant has or you suspect that you or your infant have a medical condition or issue, please contact a qualified healthcare professional immediately.
The Services may be delivered leveraging a variety of third party services including video telecommunication, calendar or messaging tools (collectively, the “Tools”). Zaya Care has no responsibility or liability for any act, omission, or occurrence that is at all associated with the Tools used, and your use of any Tools shall be subject to the terms and conditions applicable thereto.
Zaya Care may charge fees for use of the Services (“Fees”), which shall be due and payable in such amounts and at such times as are described in the Services from time to time.
Your medical care is solely the responsibility of you and your Provider. All Providers available through the Services represent that they have degrees, licenses and/or certifications, as applicable, in the areas of newborn care, maternal care or other fields of perinatal care. We attempt to confirm the credentials of all Providers and to validate that they are in good standing with their respective licensure board(s). However, we are not responsible or liable for credentialing Providers, we make no representation regarding the accuracy of Providers’ credentials, and we expressly disclaim any liability for fraudulent credentials or claims by the Provider. In addition, changes in your Provider’s professional status could occur between the time we perform an initial credential check and the time you select your Provider. We recommend that you separately confirm that your Provider is in good standing with his or her respective licensing board(s).
Limitation of Use
You agree that you will not, and will not attempt to:
impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
use the Website or Services to violate any local, state, national or international law;
reverse engineer, disassemble, decompile, or translate any software or other components of the Website or Services;
distribute viruses or other harmful computer code through the Website; or
otherwise use the Services or Website in any manner that exceeds the scope of use granted above.
Furthermore, you acknowledge and agree that you will not: (i) conduct yourself in any manner that may result in disputes, arguments or altercations with other users of the Services or any third parties that you encounter as a result of using the Services; (ii) collect or store personal data about other users of the Services, including collecting user names or e-mail addresses of users by electronic or other means for the purpose of sending unsolicited e-mail, (iii) use abusive language and behavior which could be regarded as inappropriate, or conduct that is unlawful or illegal, when communicating with Providers through the Website; (v) contact Providers for Services outside of the Website. Zaya Care is not responsible for any interactions with Providers that are not conducted through Zaya Care.
You may provide to Zaya Care, to Providers, or to other users information about yourself in connection with your use of the Services (collectively the “User Information”). You acknowledge and agree that you are free to share—or not share—User Information in connection with your use of the Services, and that to the extent you choose to provide User Information to us, to Providers, or to other users, you do so with full understanding of (i) our rights to use such information under this Agreement and (ii) the fact that we do not control third parties such as other users.
In order to provide the Services effectively, Zaya Care may record communication sessions (including video conferences, audio conferences, telephone calls, text chat, and others) that occur through the Services. To the extent that you participate in any video conference in connection with the Services, you hereby consent to Zaya Care recording such video conference and using the recording to deliver the Services and improve the Services. These recordings are included in the definition of “User Information.”
By providing User Information, you acknowledge and agree that you may receive emails, phone calls, text messages, push notifications, or other communications from us or from Providers regarding the Services or about your use of our Services, and you may also receive marketing materials from us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically shall be deemed to satisfy any legal communication requirements to the extent permitted under applicable law. These communications may contain User Information or information from Providers. To opt out of receiving any marketing communications from us, please follow the unsubscribe link in the applicable correspondence. Note that you may continue to receive communications related to the Services.
Zaya Care agrees to keep the User Information confidential and not to disclose it to any third party (other than Providers and certain third party vendors that support our ability to provide the Services, to the extent such disclosure is necessary or reasonably useful to provide the Services), except to the extent the User Information is or becomes generally available to the public through no act or omission of Zaya Care; was in Zaya Care’s lawful possession prior to the disclosure; is lawfully disclosed to Zaya Care by a third party without restriction on disclosure; or is disclosed by operation of law. Zaya Care has the right to use for any purpose (other than sale to a third party) any aggregated, anonymized information that it derives from the combination of your User Information with the information from other users (provided that, for clarity, such information cannot be used to identify any User and cannot be connected to any User).
You hereby grant to Zaya Care a perpetual, irrevocable, royalty-free, worldwide right and license to copy, display, make derivative works of and otherwise use your User Information to provide the Service and to develop or improve any Zaya Care product or service (subject in all respects to Zaya Care’s confidentiality obligations in Section 2.5).
Ownership and Use of Content
All Website Content is owned by Zaya Care and is protected by worldwide copyright laws and treaty provisions, unless otherwise indicated. All Services and intellectual property related to the Services are the property of Zaya Care (collectively, “Property”). You agree not to directly or indirectly sell, license, distribute, copy, modify, display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the property of Zaya Care.
You may provide feedback and ideas to Zaya Care (collectively, “Feedback”). If you provide any Feedback, you agree that: (i) your Feedback become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Feedback for any purpose and in any way; (iv) there is no obligation for us to review your Feedback; and (v) we have no obligation to keep any Feedback confidential.
Suspension, Violation and Termination
Not all of the Services are available in all geographic areas, and Zaya Care reserves the right to restrict any user from the Services at any time, without notice. The Services are not directed at, or intended for distribution to or for use by, any person in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or any non-United States jurisdiction or country that would subject the Company, its licensees or affiliates, to any registration requirement within such jurisdiction or country.
DISCLAIMERS; NO WARRANTIES
THE SERVICES ARE MADE AVAILABLE “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. Zaya Care DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. Zaya Care DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY HARM TO YOU, YOUR PROPERTY OR ANY PERSON OR PROPERTY THAT RESULTS FROM YOUR USE OF THE SERVICES.
TO THE EXTENT THAT THE LAW OF YOUR JURISDICTION DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, THE SERVICES ARE WARRANTED ONLY TO THE MINIMUM EXTENT LEGALLY REQUIRED.
You agree to indemnify, defend, and hold Zaya Care harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, brought by a third party arising out of or related to (i) your use or misuse of the Services generally; (ii) any violation of the rights of any other person or entity by you; (iii) any breach or violation by you of this Agreement. Zaya Care reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate fully in the defense of any claim.
LIMITATION OF LIABILITY AND DAMAGES
YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL ZAYA CARE BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF ZAYA CARE OR A ZAYA CARE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ZAYA CARE (OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, DIRECTORS, OFFICERS, OR AGENTS’) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY OR OTHERWISE) EXCEED THE GREATER OF (i) THE FEES PAID UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY AND (ii) FIFTY U.S. DOLLARS ($50).
APPLICABLE LAW IN YOUR STATE MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT ZAYA CARE’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR STATE.
You hereby release and forever discharge Zaya Care from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to: (i) any interactions with, or act or omission of the Services; or (ii) any Tool. Zaya Care expressly disclaims any liability that may arise between users of the Services or users, the Providers, and any other third party.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Benefit Of The Bargain
YOU ACKNOWLEDGE AND AGREE THAT ZAYA CARE HAS OFFERED THE SERVICES ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS, THE LIMITATIONS OF LIABILITY, AND THE RELEASE SET FORTH ABOVE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS, THE LIMITATIONS OF LIABILITY AND THE RELEASE SET FORTH IN THIS AGREEMENT REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND Zaya Care, AND THAT THE FOREGOING FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ZAYA CARE. ZAYA CARE WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THE FOREGOING.
Applicable Law; Jurisdiction
Headings; Entire Agreement: The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. The word “including” means “including without limitation”. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both you and Zaya Care, or by a change to this Agreement.
Claims: YOU AND ZAYA CARE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Modification: If we make updates to this Agreement, we will change the “Last Updated” date above, which shall constitute notice to you. Your continued use of the Services is deemed to confirm your acceptance of the update. We encourage you to frequently review this Agreement to ensure you understand the latest terms and conditions associated with use of the Services. If you do not agree to the update, you must discontinue using the Services.