Dr.Clobo Terms of Service
1. Member’s Relationship with Clobo
1.1 The purpose of these terms and conditions (the “Terms”) is to protect the rights and interests of members (the “Members”) of the online healthcare consultation platform operated by Clobo Inc. (the “Clobo”) in using this online healthcare consultation platform (the “Dr.Clobo “), by stipulating the basic matters such as obligations, rights, responsibilities between the Member and Clobo, and conditions and procedures for the use of services, etc.
1.2 Dr. Clobo is a platform that provides services that connect the Members who want to consult their health status and the medical members (the “Services”) and the Services provided on the Dr.Clobo is an online healthcare consultation service, not a medical treatment nor a diagnosis.
1.3 In that regard, the consultation that is provided by a medical member of Clobo as part of the Service, shall be general information only, not medical advice. The Member understands and agrees that the Member shall not seek from medical members in the course of the Services on the Dr.Clobo, medical treatment, a diagnosis, recommendation of treatment, nor a course of action that should only be performed or recommended after an in-person examination or meeting. The Member understands and agrees that as the consultations or any kind of opinion and advice provided by a medical member in the course of the Services shall not be definitive, therefore it is probable that other medical members or medical experts would have different opinions on the same health status of the same Member.
1.4 The Member further understands that the medical member does not act in a manner or engage in a form of communication that would establish a professional-client relationship on the Dr.Clobo. The Member acknowledges and agrees that medical members shall not be liable for any medical malpractice and/or medical negligence in relation to the consultation services they provide.
1.5 The Member’s use of Clobo’s products, software, solution, Services, and web sites is subject to the terms of a legal agreement between the Member and Clobo. This document explains how the agreement is made up and sets out some of the terms of that agreement.
2. Accepting the Terms
2.1 In order to sign up for membership and use the Services, users must first agree to the Terms. Users may not register for, access and/or use (collectively the “Use”) the Service if users do not accept the Terms.
2.2 Users can accept the Terms by clicking to accept or agree to the Terms, where this option is made available to users by Clobo in the user interface for any Services of Dr.Clobo.
2.3 Users may not use the Services and may not accept the Terms if a user is a person barred from receiving the Services under the laws of the United States or other countries including the country in which the user is resident or from which the user uses the Services.
2.4 The Member should print off or save a local copy of the Terms for records; provided, however, that Clobo will deliver a copy of the Terms to the Member upon request by the Member.
2.5 Clobo is not responsible for any damages caused by the Member’s failure to carefully read the Terms.
3.1 Dr.Clobo service: refers to any and all Services provided by the Clobo including the followings:
a. On-line healthcare consultation service;
b. State analysis/management solution service;
c. Healthcare-related community services;
d. Self-healthcare solution service; and
e. Services additionally developed by Clobo and/or provided through partnerships or contracts with other companies or individuals.
3.2 User: refers to non-members who access to the Dr.Clobo before signing up for membership for the Services provided by the Clobo.
3.3. Dr.Clobo account: refers to the login account and/or the simple login account based on the email address and ID/password required for the Member to use the Services.
3.4 Member: refers to a person who has signed an agreement with Clobo by agreeing to the Terms, and registered a Dr.Clobo account in order to continuously use the information and Services provided by the Clobo.
3.5 Medical member: refers to a member as a qualified doctor who has registered with Dr. Clobo and has signed a SEPARATE AGREEMENT with Clobo for the purpose of providing the healthcare consultation to the Members.
3.6 ID: refers to an e-mail account provided by the Member and approved by Clobo for identification of the Member in order for the Member to use the Services.
3.7 Password: refers to a combination of letters and/or numbers (minimum 8 to maximum 20 characters) selected by the Member with which Clobo can verify his or her membership by matching the password to the ID given to the Member, for the purpose of the protection of the rights and interests of the Member.
4. Signing for Membership
4.1 The Services provided via Dr.Clobo is an online healthcare consultation service, not a medical treatment nor a diagnosis. In order to use these Services, users must first sign up for a membership in accordance with the membership registration process provided by Clobo. Membership registration is required only when applying for the first consultation Service, and thus the membership registration process will not be required from the next use of Services.
4.2 Members agree to provide necessary personal information (“essential information”) for membership registration and service use, and advertising information such as marketing information sent to Members by core values based on the collected personal information (“optional information”) that Membersacknowledge and agree that they may optionally receive.
4.3 The Member acknowledges and agrees that for the purpose of getting the healthcare consultation, the Member may be required to provide his or her sensitive personal information such as health data, etc. with the Medical member through Dr.Clobo.
5. Provision of Services by Clobo
5.1 The Services of Dr.Clobo will be provided as follows:
a. In order to get an online healthcare consultation, the Member may take a picture of the affected area with the Dr.Clobo camera which is a healthcare camera to send it to the Medical member;
b. The healthcare consultation will be provided by the Medical member who is a dentist / otolaryngologist / dermatologist (including skin care and hair loss, etc.), selected by Member’s designation or automatic recommendation;
c. The healthcare consultation service includes text message consultation.
d. If the designated Medical member cannot provide the consultation due to his or her personal reasons, then another Medical member will be automatically selected;
e. The healthcare consultation and any part or the content of the consultation provided by the Medical member shall be his or her personal opinion, not a diagnosis.
5.2 Text message consultation will be provided as follows:
a. The Member can receive a response within 48 hours after requesting the text message consultation;
b. The Medical member will respond within 24 hours when receiving an application for the text message consultation with acceptance or refusal;
c. When accepted the request, the Medical member must respond as soon as possible;
d. The number of characters for an application by the Member for the message consultation shall be limited within 1,000 characters;
e. The number of characters for a response by the Medical member for the message consultation is no limit.
f. The text message consultation can be canceled until the Medical member accepts the application.
g. If the designated Medical member cannot provide the consultation due to his or her personal reasons or in the event of a refusal or no response from the designated Medical member, then another Medical member will be automatically recommended.
5.3. The Medical member may be automatically recommended if it falls under followings:
5.3.1 In case of the text message consultation:
a. where there is no response from the designated Medical member within 24 hours after the Medical member approved the consultation;
b. where the designated Medical member refuses the consultation request;
c. where there is no response from the designated Medical member even after 24 hours have passed since the consultation request.
5.4 Clobo may have subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to the Member on behalf of Clobo itself. The Member acknowledges and agrees that Subsidiaries and Affiliates will be entitled to provide the Services to the Member.
5.5 Clobo is constantly innovating in order to provide the best possible experience for its Members. The Member acknowledges and agrees that the form and nature of the Services which Clobo provides may change from time to time without prior notice to the Member.
5.6 As part of this continuing innovation, the Member acknowledges and agrees that Clobo may stop (permanently or temporarily) providing the Services (or any features within the Services) to the Member generally at Clobo’s sole discretion, without prior notice to the Member. The Member may stop using the Services at any time. The Member does not need to specifically inform Clobo when the Member stops using the Services.
5.7 The Member acknowledges and agrees that if Clobo disables access to his or her account, the Member may be prevented from accessing the Services, his or her account details or any files or other content which is contained in his or her account.
5.8 Posts on the Dr. Clobo: Dr.Clobo is an Internet-based forum. Information and materials submitted in the content of questions, answers, requests for information, responses, profiles, signatures, qualifications, comments, and posts in the Medical member forum and other places where Members and/or Users communicate on the Dr.Clobo (collectively "Posts") is not private or confidential, nor is it protected by doctor-patient or any other privilege, and it may be read, collected, and used by others. For example, search engines may index questions, answers, and other Posts to allow them to appear in search engine results (e.g.: if someone does a search on google.com or another search engine, questions, answers, and other Posts on Clobo.com that relate to the search may appear in the search results list).
6. Use of Services by Member
6.1 In order to access certain Services, the Member may be required to provide the personal information (such as email address, date of birth, area of residence and/or phone number, etc.) as part of the registration process for the Service, or as part of the Member’s continued use of the Services. The Member agrees that any registration information the Member gives to Clobo will always be accurate, correct and up to date.
6.2 The Member agrees to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable laws, regulations or generally accepted practices or guidelines in the relevant jurisdictions.
6.3 The Member agrees not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Clobo, unless the Member has been specifically allowed to do so in a separate agreement with Clobo.
6.4 The Member agrees that the Member is solely responsible for (and that Clobo has no responsibility to the Member or to any third party for) any breach of the Member’s obligations under the Terms and for the consequences (including any loss or damage which Clobo may suffer) of any such breach.
7. Passwords and account security
7.1 The Member agrees and understands that the Member is responsible for maintaining the confidentiality of passwords associated with any account the Member uses to access the Services.
7.2 Accordingly, the Member agrees that the Member will be solely responsible to Clobo for all activities that occur under the Member’s account.
7.3 If the Member becomes aware of any unauthorized use of the Member’s password or of the Member’s account, the Member agrees to notify Clobo immediately.
7.4 Clobo will not be liable for any losses that arise due to the Member’s failure to notify Clobo pursuant to clause 8.3 or the Member’s failure to follow Clobo’s guidance after notifying Clobo of the incident.
8.1 The Member may use his or her account for different Users in addition to himself or herself, which Users may be under the age of eighteen (18) years of age (the “Minor” or “Minors”), by adding and listing such Users under his or her account. The Member may only add and list a Minor under his or her account if he or she is the parent or legal guardian of such Minor.
8.3 To open an account and become a Member of Clobo, the User must be over the age of eighteen (18). Clobo reserves the right to request proof of age at any stage so that Clobo can verify that Minors under the age of eighteen (18) are not using Clobo Services. In the event that it comes to Clobo’s knowledge that a person under the age of eighteen (18) is using the Services, not in accordance with the abovementioned terms, Clobo will prohibit and block such User from accessing our Services and will make all efforts to promptly delete any personal information.
Without derogating from anything hereunder, please note that Dr.Clobo is not intended or designed to attract children under the age of 13.
9. Privacy and personal information
9.2 The Member agrees to the use of his or her personal data in accordance with Clobo’s privacy policies.
10. Content in Services
10.1 Contents means all data or information of codes, characters, figures, colors, voices, sounds, images, and videos (including complexes thereof) created by Clobo to provide the knowledge and information, and any other information or postings originated by the Member. The Member understands that the Contents which the Member may have access to as part of, or through the Member’s use of the Services are the sole responsibility of the person from which such Contents originated.
10.2 The Member should be aware that the Contents presented to the Member as part of the Services, including but not limited to advertisements in the Services and sponsored Contents within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Contents to Clobo (or by other persons or companies on their behalf). The Member may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Contents (either in whole or in part) unless the Member has been specifically told that the Member may do so by Clobo or by the owners of that Contents, in a separate agreement.
10.3 Clobo reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove any or all Contents from any Services. In addition, there are commercially available services and software to limit access to material that the Member may find objectionable.
10.4 The Member agrees that the Member is solely responsible for (and that Clobo has no responsibility to the Member or to any third party for) any Contents that the Member creates, transmits or displays while using the Services and for the consequences of the Member’s actions (including any loss or damage which Clobo may suffer) by doing so.
11. Proprietary rights
11.1 The Member acknowledges and agrees that Clobo (or Clobo ‘s licensors) owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). The Member further acknowledges that the Services may contain information which is designated confidential by Clobo and that the Member shall not disclose such information without Clobo’s prior written consent.
11.2 Unless the Member has agreed otherwise in writing with Clobo, nothing in the Terms gives the Member a right to use any of Clobo’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
11.3 If the Member has been given an explicit right to use any of these brand features in a separate written agreement with Clobo, then the Member agrees that the use of such features shall be in compliance with that agreement and any applicable provisions of the Terms.
11.4 Other than the limited licence set forth in Section 12, Clobo acknowledges and agrees that it obtains no right, title or interest from the Member (or the Member’s licensors) under these Terms in or to any Contents that the Member submits, posts, transmits or displays on, or through, the Services, including any intellectual property rights which subsist in that Contents (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless the Member has agreed otherwise in writing with Clobo, the Member agrees that the Member is responsible for protecting and enforcing those rights and that Clobo has no obligation to do so on the Member’s behalf.
11.5 The Member agrees that the Member shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.
11.6 Unless the Member has been expressly authorized to do so in writing by Clobo, the Member agrees that in using the Services, the Member will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
12. Licence from Clobo
12.1 Clobo gives the Member a personal, worldwide, royalty-free, revocable, non-assignable and non-exclusive licence to use the software provided to the Member by Clobo as part of the Services as provided to the Member by Clobo (referred to as the “Software” below). This licence is for the sole purpose of enabling the Member to use and enjoy the benefit of the Services as provided by Clobo, in the manner permitted by the Terms.
12.2 The Member may not (and the Member may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless the Member has been specifically told in advance that the Member may do so by Clobo, in writing.
12.3 Unless Clobo has given the Member specific, prior written permission to do so, the Member may not assign (or grant a sub-licence of) the Member’s rights to use the Software, grant a security interest in or over the Member’s rights to use the Software, or otherwise transfer any part of the Member’s rights to use the Software.
13. Contents licence from Member
13.1 The Member retains copyright and any other rights the Member already holds in Contents which the Member submits, posts or displays on or through, the Services. By submitting, posting or displaying the Contents the Member gives Clobo a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Contents which the Member submits, posts or displays on or through, the Services. This licence is for the sole purpose of enabling Clobo to display, distribute, develop, and promote the Services.
13.2 The Member agrees that this licence includes a right for Clobo to make such Contents available to other companies, organizations or individuals with whom Clobo has relationships for the provision of syndicated services, and to use such Contents in connection with the provision of those services.
13.3 The Member understands that Clobo, in performing the required technical steps to provide the Services to Clobo’s Members, may (a) transmit or distribute the Member’s Contents over various public networks and in various media; and (b) make such changes to the Member’s Contents as are necessary to conform and adapt the Contents to the technical requirements of connecting networks, devices, services or media. The Member agrees that this licence shall permit Clobo to take these actions.
13.4 The Member confirms and warrants to Clobo that the Member have all the rights, power and authority necessary to grant the above licence.
14. Software updates
14.1 The Software which the Member uses may automatically download and install updates from time to time from Clobo. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. The Member agrees to receive such updates (and permit Clobo to deliver these to the Member) as part of the Member’s use of the Services.
15. Ending relationship with Clobo
15.1 The Terms will continue to apply until terminated by either the Member or Clobo as set out below.
15.2 If the Member wants to terminate the Member’s legal agreement with Clobo, the Member may do so by (a) notifying Clobo at any time and (b) closing the Member’s accounts for all of the Services which the Member uses, where Clobo has made this option available to the Member.
15.3 Clobo may at any time, terminate its legal agreement with the Member if:
a. the Member has breached any provision of the Terms (or has acted in manner which clearly shows that the Member does not intend to, or are unable to comply with the provisions of the Terms); or
b. Clobo to the Member is, or becomes, unlawful; or
c. the partner, including but not limited to the Medical members, with whom Clobo offered the Services to the Member has terminated its relationship with Clobo or ceased to offer the Services to the Member; or
d. Clobo is transitioning to no longer providing the Services to the Members in the country in which the Member is resident or from which the Member uses the service; or
e. the provision of the Services to the Member by Clobo is, in Clobo’s opinion, no longer commercially viable.
15.4 Nothing in this Section shall affect Clobo’s rights regarding provision of Services under Section 5 of the Terms.
15.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that the Member and Clobo have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 22.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
16. EXCLUSION OF WARRANTIES
16.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT CLOBO’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN THE MEMBER’S JURISDICTION WILL APPLY TO THE MEMBER AND CLOBO’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16.2 THE MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT THE MEMBER’S USE OF THE SERVICES IS AT THE MEMBER’S SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
16.3 IN PARTICULAR, CLOBO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO THE MEMBER THAT:
(A) THE MEMBER’S USE OF THE SERVICES WILL MEET THE MEMBER’S REQUIREMENTS,
(B) THE MEMBER’S USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY THE MEMBER AS A RESULT OF THE MEMBER’S USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO THE MEMBER AS PART OF THE SERVICES WILL BE CORRECTED.
16.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT THE MEMBER’S OWN DISCRETION AND RISK AND THAT THE MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE MEMBER’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
16.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE MEMBER FROM CLOBO OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
16.6 CLOBO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
17. LIMITATION OF LIABILITY
17.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, THE MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT CLOBO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO THE MEMBER FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY THE MEMBER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY THE MEMBER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF;
(C) ANY RELIANCE PLACED BY THE MEMBER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN THE MEMBER AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(D) ANY CHANGES WHICH CLOBO MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(E) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENTS AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH THE MEMBER’S USE OF THE SERVICES;
(F) THE MEMBER’S FAILURE TO PROVIDE CLOBO WITH ACCURATE ACCOUNT INFORMATION;
(G) THE MEMBER’S FAILURE TO KEEP THE MEMBER’S PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
(H) ANY FREE SERVICES, HOWEVER LIMITED TO THE EXTENT THAT THERE ARE NO RELATED PROVISIONS UNDER APPLICABLE LAW;
(I) ANY CAUSES OTHER THAN OUR INTENTIONAL MISCONDUCT OR NEGLIGENCE.
17.2 THE LIMITATIONS ON CLOBO’S LIABILITY TO THE MEMBER IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT CLOBO HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
18. Copyright and trademark policies
18.1 It is Clobo’s policy to respond to notices of alleged copyright and trademark infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
19.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
19.2 The manner, mode and extent of advertising by Clobo on the Services are subject to change without specific notice to the Member.
19.3 In consideration for Clobo granting the Member access to and use of the Services, the Member agrees that Clobo may place such advertising on the Services.
20. Other contents
20.1 The Services may include hyperlinks to other web sites or content or resources. Clobo may have no control over any web sites or resources which are provided by companies or persons other than Clobo.
20.2 The Member acknowledges and agrees that Clobo is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such web sites or resources.
20.3 The Member acknowledges and agrees that Clobo is not liable for any loss or damage which may be incurred by the Member as a result of the availability of those external sites or resources, or as a result of any reliance placed by the Member on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
21. Changes to Terms
21.1 Clobo may make changes to the Terms from time to time.
21.2 When changing the Terms, the date of application and the reason for the change shall be disclosed and notified 7 days prior to the date of application; Provided, however, that in cases where changing the Terms would be unfavorable to the Members, it shall be notified 30 days before the effective date, and the Members are individually notified by e-mail or text message (SNS).
21.3 The Member acknowledges and agrees that if it is difficult to individually notify the Member because the Member has not specified or changed the Member’s contact information, it is considered that the Member has been notified of the change of the Terms by giving public notice on the website.
21.4 Even though Clobo has notified the change of the Terms and specified the Member’s right of refusal to accept the change of Terms, if the Member does not express his or her intention to refuse to the change of the Terms by the effective date of the Terms, it is deemed that the Member has agreed to the change of the Terms. In addition, the Member acknowledges and agrees that if the Member uses the Services after the date on which the Terms have changed, Clobo will treat the Member’s use as acceptance of the updated Terms.
21.5 If the Member does not agree to the changed Terms, the Member may stop using the Service and terminate the agreement with Clobo.
22. General legal terms
22.1 Sometimes when the Member uses the Services, the Member may (as a result of, or through the Member’s use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. The Member’s use of these other services, software, or goods may be subject to separate terms between the Member and Clobo or person concerned. If so, the Terms do not affect the Member’s legal relationship with these other companies or individuals.
22.2 The Terms constitute the whole legal agreement between the Member and Clobo and govern the Member’s use of the Services (but excluding any services which Clobo may provide to the Member under a separate written agreement), and completely replace any prior agreements between the Member and Clobo in relation to the Services.
22.3 The Member agrees that Clobo may provide the Member with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the website and/or application.
22.4 The Member agrees that if Clobo does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Clobo has the benefit of under any applicable law), this will not be taken to be a formal waiver of Clobo’s rights and that those rights or remedies will still be available to Clobo.
22.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
22.6 The Member acknowledges and agrees that each member of the group of companies of which Clobo is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
22.7 The Terms, and the Member’s relationship with Clobo under the Terms, shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The Member and Clobo agree to submit to the exclusive jurisdiction of the state or federal courts located within the State of Delaware to resolve any legal matter arising from or in connection with the Terms. Notwithstanding this, the Member agrees that Clobo shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
23. Dispute Resolution: Mediation and Arbitration
If you have a dispute with Clobo or if Clobo has a dispute with you in respect of, and/or arising out of these Terms and such dispute cannot be resolved informally and amicably, such dispute will be resolved on an individual basis in accordance with the provisions set forth below:
23.1 Informal Resolution. Prior to initiating mediation or arbitration, the party with a grievance must:
a. Notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to (a) the Member's email address on file with Clobo, or (b) (enter Clobo contact information) whichever is applicable ("Dispute Notification");
b. The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond;
c. The other party then has fifteen (15) days to reply to the response.
d. If any party fails to respond to the other party as pursuant to b and c above, Informal Resolution will automatically be deemed as ceased.
23.2 Mediation. If the dispute is not resolved informally, either party may make a demand for mediation, with the other party's consent, by filing either a (i) Request for AAA Online Mediation for Claims under $10,000 with the American Arbitration Association ("AAA"); or (ii) Request for Mediation with the AAA.
If either party requests mediation and both parties consent to mediation, the costs of mediation will be borne equally by the parties.
a. Mutual agreement to arbitrate. If mediation does not occur or if mediation does not resolve the dispute, then both parties agree that all disputes between them, including without limitation, those disputes arising out of or related to these Terms, the Services provided under these Terms, the termination of these Terms and the use of Dr.Clobo shall be determined exclusively by final and binding arbitration before a single, neutral arbitrator as described herein;
b. Covered claims. Claims subject to arbitration under this Dispute Resolution Agreement include, but are not limited to, the following types of claims between and among the Member on the one hand, and Clobo, its subsidiaries, affiliates, shareholders, officers, directors, employees, benefit plans, or agents, any alleged joint employers on the other hand: breach of contract; discrimination, harassment, or retaliation; wrongful discharge; negligence or other tort claims including defamation, libel, slander, fraud, invasion of privacy, and infliction of emotional distress; claims for wages, overtime, benefits, or other compensation; and all other statutory, regulatory, contractual, or tort claims or claims of violation of any international, federal/national, state/provincial, or local statute, ordinance, governmental enactment, common law duty, provision, or doctrine. Except as provided below, the parties voluntarily waive all rights to trial in court before a judge or jury on claims between them. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction. The only disputes and actions excluded from this Dispute Resolution Agreement are: (a) actions to enforce this Dispute Resolution Agreement, compel arbitration, or claims by either party seeking temporary injunctive relief prior to the appointment of the arbitrator; and (b) claims for which this Dispute Resolution Agreement would be invalid as a matter of law. Individual knowingly and voluntarily waives the right to file or seek relief in a court seeking recovery of money damages;
c. Arbitration rules and selection of arbitrators. Unless the parties agree otherwise in writing, the AAA shall administer the resolution of covered disputes pursuant to the Commercial Arbitration Rules and the supplementary procedures for Consumer Related Disputes (collectively, "AAA rules"). Copies of these rules can be obtained at the AAN.s website (www.adr.org) or by calling the AAA at 1-800-778-7879. Federal Rule of Civil Procedure 68 ("Offer of Judgment") shall apply, as well. In the event of any inconsistency between this Dispute Resolution Agreement and the applicable rules of the AAA, this Dispute Resolution Agreement shall govern. The parties shall have 30 days from receipt of a notice of arbitration to select a mutually agreeable arbitrator. If the parties are unable to jointly select the arbitrator, the arbitrator shall be selected as provided in the AAA rules;
d. Commencement of arbitration and location of hearing. A party wishing to initiate arbitration must notify the other party in writing by hand delivery or certified mail. The notice must identify the party requesting the arbitration, and it must describe the facts upon which the claim is based, the date and location of any occurrences giving rise to the claim, and the remedy requested. The notice must be sent to the Medical member's email address on file with Clobo, or (enter Clobo contact information). The arbitration hearing shall be held in San Francisco, California;
e. The payment of filing and arbitration fees will be governed by the relevant AAA rules subject to the following modifications:
i. If the Member initiates arbitration under this Dispute Resolution Agreement and is otherwise required to pay a filing fee under the relevant AAA rules, Clobo agrees that, unless the claim is for $5,000 or more, the Member’s share of the filing fee is limited to $50, and after the Medical member submits proof of payment of the filing fee to Clobo, Clobo will promptly reimburse the Medical member for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of the Member’s claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11 (b)), then the payment of all such fees will be governed by the AAA rules;
ii. If Clobo initiates arbitration under this Dispute Resolution Agreement, Clobo will pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court or agency), including the regular and customary administrative fees and expenses charged by AAA. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator;
iii. Except as provided for in Federal Rule of Civil Procedure 68, each party shall pay its own attorneys' fees and any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court or agency such as costs to subpoena witnesses and/or documents; take depositions and purchase deposition transcripts; copy documents; etc.).
f. Authority of the arbitrator. The arbitrator shall have the same authority to order remedies to individual claimants as would a court of competent jurisdiction. The arbitrator shall also have the same authority to decide dispositive motions as would a court, though he or she may establish appropriate and less formal procedures for such motions consistent with the expedited nature of arbitration proceedings. The arbitrator shall have the authority to issue subpoenas to compel the attendance of witnesses at the arbitration hearing and to compel the production of documents during discovery. Except as provided below, the arbitrator shall have the authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Dispute Resolution Agreement, including without limitation any claim that the Dispute Resolution Agreement is void or voidable. The arbitrator shall not have the authority to hear disputes not recognized by existing law and shall dismiss such claims upon motion by either party in accordance with the standards and burdens generally applicable in federal district court;
g. Waiver of class, collective, and/or representative actions. The Medical member understands and agrees that all claims covered by this Dispute Resolution Agreement that the Member may have against Clobo must be brought in the Member’s individual capacity and not as a plaintiff or class member in any purported class action, collective action, or representative action proceeding. Similarly, any claims covered by this Dispute Resolution Agreement that Clobo may have against a Member may not be brought as a plaintiff or class member in any purported class action, collective action, or representative action proceeding. The Medical member understands that there is no right or authority for any dispute covered by this Dispute Resolution Agreement to be heard or arbitrated on a collective action basis, class action basis, as a private attorney general, or on bases involving claims or disputes brought in a representative capacity on behalf of the general public, on behalf of other Clobo company employees (or any of them) or on behalf of other persons alleged to be similarly situated. Medical member understands that there are no bench or jury trials and no class actions or representative actions permitted under this Dispute Resolution Agreement. The arbitrator shall not consolidate claims of different Members into one proceeding, nor shall the arbitrator have the power to hear arbitration as a class action, collective action, or representative action. Any disputes regarding the enforceability or scope of this provision including, but not limited to, whether class, collective, or representative actions are authorized in arbitration by this Dispute Resolution Agreement, shall be decided by a court of competent jurisdiction rather than by an arbitrator;
h. Form of the award. The arbitrator shall render a written award setting forth his or her findings of fact and conclusions of law;
i. WAIVER OF JURY TRIAL. EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE PARTIES VOLUNTARILY WAIVE ALL RIGHTS TO A TRIAL IN COURT BEFORE A JUDGE OR JURY ON ALL CLAIMS BETWEEN THEM COVERED BY THIS AGREEMENT;
j. Governing law applicable to this Dispute Resolution Agreement. The parties acknowledge that Article 24 contains the parties' "Dispute Resolution Agreement"; that this Dispute Resolution Agreement is made in the course of interstate commerce; that any arbitration under this Dispute Resolution Agreement is governed by the Federal Arbitration Act, 9 U.S.C. §1 et. seq. (the "FAA"); and the parties are subject to the FAA for purposes of the Dispute Resolution Agreement. This choice of law provision applies only to this Dispute Resolution Agreement, and not to the rest of these Terms;
k. Attorney's fees; survival; and right to consult. The arbitrator shall award attorney's fees and costs to the prevailing party in any arbitration arising out of or relating to these Terms, and where otherwise provided by applicable law. This Dispute Resolution Agreement section shall survive termination of these Terms. The Medical member acknowledges and agrees that he/she is entering into this Dispute Resolution Agreement voluntarily and without any duress or undue influence by Clobo or anyone else. The Medical member further acknowledges and agrees that he/she has carefully read this Dispute Resolution Agreement and that Medical member has asked any questions needed for the Member to understand the terms, consequences, and binding effect of this Dispute Resolution Agreement and fully understand it, including that the Member is waiving his/her right to a jury trial. Finally, the Member agrees that he/she has been provided an opportunity to seek the advice of an attorney of the Medical member's choice before agreeing to this Dispute Resolution Agreement.
l. Member has the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email address: [email@example.com]. The notice must be sent within 30 days of [2022.04.01] or your first use of the Platform, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Clobo also will not be bound by them.
24. Venue and Governing Law
For any dispute not subject to arbitration, you and Clobo agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in [State of Delaware
]. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. The subject Terms of Service and the relationship between you and Clobo shall be governed by the laws of [State of Delaware
] without regard to conflict of law provisions.