Effective Date: February 16, 2021
DUOS Living, Inc. (“DUOS”) offers a way for older adults to connect to the outside world from their own home, for both virtual and in-person services—whether it be connecting with an assigned duo (the “Duo”) for assistance with setting up grocery delivery, transportation to doctor appointments, meal prep or just simple, old fashioned companionship, we’ve got you covered!
You agree that by using our services, accessing our website (“Website”) and/or mobile application (“Mobile App”) (collectively, the “Services”), you hereby consent to be bound by these Terms. Please carefully read the following sections:
Please read the following sections carefully to learn how we collect, use, disclose and store your information.
1. Duos Does Not Provide Medical Advice
2. Your Representations
3. Fees; Automatic Payment; No Refunds
4. Mobile App Terms
5. Third Party Services
6. Terms Specific to the Third Party Provider.
7. Intellectual Property
9. Limitation of Liability
10. Governing Law, Mandatory Arbitration & Class Action Waiver-- PLEASE NOTE THIS SECTION CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS THAT YOU HAVE AGAINST DUOS TO BINDING AND FINAL ARBITRATION AND AFFECT YOUR RIGHT TO PARTICIPATE IN CLASS ACTION LITIGATION
11. Additional Terms for California Residents
12. Changes to These Terms of Service
13. General Provisions
1. DUOS Does Not Provide Medical Advice.
DUOS DOES NOT DISPENSE MEDICAL, DIAGNOSIS, OR TREATMENT ADVICE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. DO NOT DISREGARD, AVOID, OR DELAY GETTING MEDICAL OR HEALTH-RELATED ADVICE FROM YOUR HEALTH CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON OR LEARNED FROM THE SERVICES OR HEARD FROM YOUR ASSIGNED DUO. THE INFORMATION, FEATURES, AND TOOLS MADE AVAILABLE ON OR THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONVERSATIONS YOU HAVE WITH YOUR ASSIGNED DUO, ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT, AND SHOULD NOT BE USED AS, A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, TREATMENT, OR DIAGNOSIS.
2. Your Representations.
By using the Services, you represent and warrant that, you are a natural person, you are 18 or older, and that you agree to and will abide by all of the terms and conditions of these Terms. Parts of the Services may be accessed only by registering for an account and creating a password. You will keep your password secure. You are responsible for the activities on your account. You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through the Services will violate or infringe upon the rights of any third party, including without limitation any copyright, trademark, patent, privacy, publicity, or other personal or intellectual property rights; or contain libelous, defamatory, or otherwise unlawful material. You will notify us promptly if you discover any unauthorized use of your account. We are not responsible for any losses resulting from unauthorized use of your account.
You agree not to use the Services to:
- Except where authorized by us, register for more than one Member account, register or operate a Member account on behalf of or for the benefit of any person who is not eligible to register for or operate a Member account in their own name;
- Impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with or authority to act on behalf of any person or entity;
- Upload, post, transmit, share, store, or otherwise make publicly available through the Services any private information of any third party;
- Upload, post, transmit, share, or otherwise make available any material that contains software viruses.
Without our prior written consent, you agree not to:
- Use any automated means to access the Services or collect any information from the Services (including, without limitation, robots, spiders, scripts, or other automatic devices or programs);
- Frame the Services in any manner, utilize framing techniques to enclose any content or other proprietary information, place pop-up windows over any Services’ pages, or otherwise affect the display of any pages on the Services;
- Engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
- Use the Services in any manner that violates applicable law or that could alter, damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services; or
- Access, use or monitor our Services for benchmarking or any direct competitive purposes.
We may terminate or disable your access to these Services for any reason, with or without cause, including if we believe that you have violated or acted inconsistently with these Terms.
3. Fees; Automatic-Payment; No Refunds.
By accepting these Terms, you agree to pay all applicable fees due for your access to and any purchases made on or through the Services. Members, who access the Services separate from a Duos client (health plan, employer, or other entity) , will pay the applicable monthly, recurring fee. The Member hereby consents to DUOS charging the payment method on file with DUOS for the monthly recurring fee each month, unless such Member provides DUOS with at least thirty (30) days’ prior, written notice of its intent not to renew the Services. Further, the Member consents to DUOS’ collection of certain third party service fees (including from any Third Party Service (as defined in Section 5) from the Member, where the Member has requested that the Duo and/or DUOS organize certain Third Party Services on the Member’s behalf (e.g., a Duo gets you an Uber or pays for your groceries using Instacart). DUOS will pass through any such Third Party Service fees to the Member, as reflected on the applicable invoice.
Please note that all fees paid for your access to the Services are non-refundable. You acknowledge and agree that under no circumstances will you be remitted a refund or otherwise provided any kind of credit or reimbursement of fees. Where the Member accesses the Services pursuant to his/her health plan, the Member should review his or her applicable plan rules and policies regarding payment, deductibles, premiums and what is/is not covered under such plan. DUOS is not responsible for any plan refusal to remit payment for the Services provided and in the event that any health plan fails to pay the applicable fees, the Member shall become responsible for such fees.
4. Mobile App Terms
The Mobile App portion of the Services may be dependent on and/or interoperate with third-party owned and/or operated platforms and services, e.g., the Apple AppStore (each, a “Third Party Platform”) and may require that you be a registered member of such Third Party Platforms and provide certain account credentials and other information in order to access the Mobile App. By using the Mobile App, you agree to comply with any applicable terms, conditions or requirements promulgated by any provider of a Third Party Platform.
The Third Party Platform will have no warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of DUOS. DUOS, not the Third Party Platform, is responsible for addressing any claims you or any third party may have relating to the Mobile App or your possession and/or use of the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and/or (iv) intellectual property infringement claims. The Third Party Platform is a third party beneficiary of this Agreement, and, upon your acceptance of these Terms, the Third Party Platform from whom you obtained the Mobile App will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
5. Third Party Services.
As part of our Services, we may provide assistance and coordination to Members related to Member purchases of third party services, including grocery delivery or car rides (each, a “Third Party Service”). If you choose to or purchase a Third Party Service, you acknowledge and agree that additional terms may apply to your use of, access to and purchase of such Third Party Service, including certain fees as further described above in Section 3 (Fees; Automatic Payments; No Refunds).
Descriptions and images of, and references to, Third Party Services does not imply DUOS’ endorsement of such products or services. DUOS is not responsible and shall have no liability whatsoever for goods or services you obtain through Third Party Services. We encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
6. Terms Specific to the Member Network.
If you are a part of the Member Network utilizing the Services, you understand and acknowledge that your extent of visibility into a Member’s information and your use of the Services with respect to any Member, is determined by the Member. DUOS is unable to provide you with access to a Member’s information, except where such Member has expressly provided his or her consent to such access. To the extent that a Member grants you access to his or her information and/or data, you hereby agree and acknowledge, and further represent and warrant to DUOS that you shall use such information and/or data about a Member in accordance with all laws and regulations and only to the extent permitted by such Member. You shall not sell, share or distribute any information and/or data obtained from any Member and/or any Duo where such Member instructs the Duo to provide you therewith. You expressly acknowledge and agree that DUOS is not in the business of providing healthcare services or rendering any medical advice or diagnoses and as such, you are solely responsible for all recommendations, interactions and/or directions that you give to any Member.
7. Intellectual Property.
DUOS owns all right, title, and interest, including all related intellectual property rights, in and to the Services. This Agreement does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by DUOS and names, logos, and product names associated with the Services are trademarks or service marks of DUOS or third parties, and no right or license is granted to any User to use them.
It is DUOS’ policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe, in good faith, that any materials available through the Services infringe upon your copyrights, please send us a notice at 85 Fifth Ave., FL 8, New York, NY 10003.
We reserve the right to change any and all content within the Services and any service offered through the Services at any time without notice.
We provide the Services “AS IS” and assume no responsibility for any failure to provide the Services to you. The Services may be temporarily unavailable from time to time for maintenance or other reasons. We may discontinue the Services or any products or related services available through the Services at any time and for any reason. We are not responsible for any problems or technical malfunction of any telephone or cable network or lines, servers or providers, computer equipment, software, failure of email, or technical problems or traffic congestion on the Internet or on or through the Services, including injury or damage to Members or to any other person’s devices related to or resulting from use of the Services.
Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any user data, financial damages, lost profits, loss of business, or personal injury or death, resulting from anyone’s use of the Services. YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK, and that to the fullest extent permitted by law, we EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES, TERMS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS AND SATISFACTORY QUALITY. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT WE DISCLAIM ALL LIABILITY, LOSS AND/OR DAMAGE, TO THE FULLEST EXTENT PERMITTED BY LAW, THAT ARISES OUT OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS, YOUR MEMBER NETWORK, ANY DUO AND/OR ANY OTHER THIRD PARTY TO WHICH YOU CONNECT ON OR THROUGH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR CHOOSING THE SERVICES AND ANY INTERACTIONS THROUGH THE SERVICES. YOU AGREE THAT THERE IS AN INHERENT DEGREE OF RISK ASSOCIATED WITH INTERACTIONS WHERE YOU ELECT TO UTILIZE IN-PERSON SERVICES, INCLUDING WHETHER SUCH RISK BE INTERACTING WITH THE ASSIGNED DUO AND/OR ANY THIRD PARTY THAT YOU CONNECT WITH THROUGH THE SERVICES (E.G., AN UBER), AND BY PARTICIPATING IN SUCH SERVICES, YOU CHOOSE TO ASSUME THOSE RISKS VOLUNTARILY. FOR EXAMPLE, IN LIGHT OF COVID-19, WE CANNOT GUARANTEE THAT WHEN IN-PERSON ASSISTANCE IS REQUESTED BY A MEMBER FROM A DUO OR ANY THIRD PARTY, THAT THE ASSIGNED DUO AND/OR REFERRED THIRD PARTY IS NOT INFECTED WITH COVID-19. YOU ACKNOWLEDGE AND AGREE THAT WHILE DUOS WILL UTILIZE ALL REASONABLE EFFORTS DESIGNED TO ENSURE SAFE CONNECTIONS ON OR THROUGH THE SERVICES AND TO PREVENT THE SPREAD OF COVID-19 AND ANY OTHER ILLNESSES, WE CANNOT GUARANTEE THE HEALTH OF ANY DUO ASSIGNED TO YOU AND/OR ANY THIRD PARTY WITH WHOM YOU CONNECT THROUGH THE SERVICES, AND AS SUCH, YOUR IN PERSON INTERACTIONS WITH ANY DUO AND/OR THIRD PARTY ARE AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT IN-PERSON INTERACTIONS WITH A DUO AND/OR ANY THIRD PARTY MAY CARRY RISK OF ILLNESS, BODILY INJURY, DISABILITY, OR DEATH, AND TO THE FULLEST EXTENT PERMITTED BY LAW, YOU FREELY AND WILLFULLY ASSUME THOSE RISKS. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE BEFORE, DURING AND AFTER YOUR PARTICIPATION IN ANY SERVICES OFFERED BY DUOS.
9. Limitation of Liability.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED OR PROHIBITED, IN NO EVENT WILL DUOS OR ANY OF ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES OR ANY OF CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES, EVEN IF ANY OF US ARE AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO US FOR THE SERVICES AT ISSUE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR A SERVICE, YOU SHALL BE LIMITED TO, AT MOST, INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, AND SHALL NOT BE ENTITLED TO ANY OTHER DAMAGES, REGARDLESS OF THE CAUSE OF ACTION.
NOTHING IN THESE TERMS SHALL LIMIT OR EXCLUDE OUR LIABILITY FOR: (i) DEATH OR PERSONAL INJURY RESULTING FROM OUR WILLFUL MISCONDUCT; (ii) FRAUD OR FRAUDULENT MISREPRESENTATIONS; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.
10. Governing Law, Mandatory Arbitration & Class Action Waiver.
Governing Law. By using the Services, you agree that these Terms shall be governed by the laws of the State of New York, without regard to its conflict of law provisions.
Scope of Arbitration Agreement (“Arbitration Agreement”). You acknowledge and agree that any dispute or claim relating in any way to your access or use of the Services or to any other aspect of your relationship with DUOS will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or DUOS may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose before this or any prior Agreement. NOW OR IN THE FUTURE, THERE MAY BE LAWSUITS AGAINST DUOS ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS. SUCH CLAIMS, IF SUCCESSFUL, COULD RESULT IN SOME MONETARY RECOVERY TO YOU. THE EXISTENCE OF SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS DOES NOT MEAN THAT SUCH LAWSUITS WILL ULTIMATELY SUCCEED. BUT IF YOU AGREE TO ARBITRATION WITH DUOS, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVERY MONETARY OR OTHER RELIEF UNDER SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST DUOS IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Vcorp Services, LLC, 1013 Centre Road, Suite 403-B, Wilmington, DE 19805. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. Payment of all filing, administration, and arbitration fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, DUOS will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.
Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and DUOS. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding on you and Duos.
Waiver of Jury Trial. YOU AND DUOS EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and DUOS are instead electing to have claims and disputes resolved by arbitration. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited. In any litigation between you and DUOS over whether to vacate or enforce an arbitration award, you and DUOS waive all rights to a jury trial, and elect instead to have a judge resolve the dispute.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR MEMBER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR MEMBER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor DUOS is entitled to arbitration. Instead, all claims and disputes will then be resolved in a court as set forth this section.
Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor DUOS can force the other to arbitrate. To opt out, you must notify DUOS in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your DUOS username (if any), the email address you used to set up your DUOS account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: email@example.com. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.
Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and DUOS agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, NY within the State of New York.
11. Additional Terms for California Residents
If you are a California resident, you waive to the maximum extent permitted by law California Civil Code Section 1542, which states: “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.”
In addition, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the service or to receive further information regarding use of the service.
12. Changes to these Terms of Service
From time to time, we may update these Terms and changes will be reflected in an updated Terms of Service that will be posted on the Website. All changes will be effective upon such posting or upon any later date specified by us in writing. We encourage you to periodically review this page. You can determine when the Terms were last revised by referring to the "Last Updated" date at the top of the Terms of Service. By continuing to use the Services or any services following the effective date of any updated Terms of Service, you understand the applicability of the terms and conditions of such updated Terms of Service.
13. General Provisions
Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DUOS without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Severability. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall be given effect to the greatest extent possible and shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and DUOS’ failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Copy/Save Agreement. You agree to print or save a copy of this Agreement for your records and you agree and acknowledge that you can access, receive and retain all disclosures electronically sent via email or posted on or through the Services.
No Agency or Joint Venture. Neither this Agreement nor the use of the Services shall be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and DUOS.
Electronic Delivery of Communications
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your use of the Services, except with respect to routine communications through the Services, which may occur in person or over the phone (e.g., connecting with your Assigned Duo for a grocery trip or calling a family member through the Services to connect and catch up).
It is your responsibility to keep your email address up to date so that DUOS can communicate with you electronically. You can update your email address or street address at any time by logging into the Services and updating your account settings.
You understand and agree that if DUOS sends you an electronic Communication but you do not receive it because your email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, DUOS will be deemed to have provided the Communication to you.
Survival. The following Sections survive the termination of these Terms: 1, 2 and 4 through this Section 13.
[End of Terms of Service]