Terms of Use
Last modified on March 2, 2021
These terms of use are entered into by and between you, a duly licensed pharmacy (“Pharmacy”) or medical professional (“Practitioner”) (referred to collectively as “you” or “your” or “User”), and Phil, Inc. and its affiliates, including without limitation PhilRx, LLC ("Company", “Phil”, "we", "us" or “our”). The following terms and conditions (these "Terms") govern your access to and use of our online prescription management and delivery platform (the “Platform”), including any content, functionality and services offered on or through https://phil.us(the "Website"). To make these Terms easier to read, we refer to our services and the Platform collectively as the “Services.”
Please read these Terms carefully before using the Services. If you do not agree to these Terms, or are not a licensed pharmacy or practitioner, do not use the Services offered under this interface. Please note that the Services for patients are governed by separate terms and conditions
By accessing or using the Services, including by using or accessing any information or submitting any content or personal information through the Services, you agree to and are bound by the terms, conditions, policies, and notices contained in these Terms, including conducting this transaction electronically, certain third-party terms and conditions, disclaimers of warranties, damage and remedy exclusions and limitation. You represent and warrant that you are a duly licensed, and that you possess the legal right and authority to agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms.
Definitions Used
As used in these Terms, the words and phrases listed below will have the following meanings:
"Pharmacy" means a pharmacy that fills Prescriptions for patients using Phil.
"Practitioner" means a health care practitioner licensed to practice and certified or otherwise authorized to prescribe medications under federal law and the laws of the State in which he or she issues a Prescription.
"Prescription" means a prescription for medication (other than Schedule II controlled substances) for a patient of a Registered User (defined below) issued for a legitimate medical purpose in the usual course of that practitioner’s professional practice using the Services."Registered User" means a Practitioner, Pharmacy, or authorized employee of such Practitioner or Pharmacy who has registered with Phil to use the Services.
Description of the Services
Phil serves and acts as a prescription management platform for patients and Registered Users. Once a Practitioner registers with Phil to use the Services, their patients who use Phil may request that the Practitioner electronically submit a Prescription through the Platform to Pharmacy Registered Users. Once a Pharmacy registers with Phil to use the Services and executes a Service and Product Acquisition Agreement, Pharmacy may receive such prescriptions. Phil may use patient insurance information to run a test claim to determine the price of the medication and whether a prior authorization is needed. Phil does not edit or change in any manner, a Prescription submitted using the Services. Once a Practitioner submits a Prescription using the Services, the Pharmacy selected by the patient receives the Prescription via electronic fax or if no such pharmacy is selected, a Phil network pharmacy is chosen. A Pharmacy will receive, fill and deliver that Prescription for the patient. The Services do not constitute or serve as a substitute for medical or professional medical advice, diagnosis or treatment. Phil does not recommend or endorse any specific tests, physicians, pharmacies, products, procedures, opinions, or other information referenced in the Services or by any other electronic means. You rely on any information provided by Phil solely at your own risk. The information provided through Phil’s Services is designed to support, not replace, the relationship that exists between a patient and his or her Practitioner. Phil does not provide any medical advice, opinion, diagnosis or treatment, and no practitioner-patient relationship or doctor-patient relationship is, or will be, established between Phil and any patient as a result of the use of the Services or otherwise. You shall advise the patient to follow your prescription instructions, and check product information (including package inserts) regarding dosages, precautions, warnings, interactions and contraindications before administering or using any medications.
Agreement to Terms
Phil offers and makes available the Services to Practitioners, Pharmacies, and their authorized employees who register with Phil to use the Services and who are provided login information by Phil to access the Services. By using the Services, you represent and warrant that you are a Registered User with Phil and meet all registration eligibility requirements. If you are not a Registered User or do not meet all of the registration eligibility requirements, you are not authorized to, and should not use, the Services.By using our Services, you expressly acknowledge and agree to the following terms:
- You are fully responsible for patient care, including ensuring that all medical care, Prescriptions submitted, and pharmacy services provided are in compliance with all applicable laws and professional practice obligations.
- To cooperate and respond in timely manner with requests for further information regarding prescriptions.
- For Practitioners and their authorized employees, you will advise the patient of his or her right to use the pharmacy of the patient’s choice; however, the patient will make the ultimate selection of a pharmacy.
- All services performed by you and the use of the Services are in compliance with all applicable laws and regulations.
- Phil may use your NPI to run test claims to verify accuracy of insurance information and to determine coverage to avoid prescription abandonment due to medication high costs.
Changes to Terms or Services
We may revise, update, add and/or delete all or portions of these Terms from time to time in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Platform or through other communications to you. All changes are effective immediately when posted by us and apply to all access and use of the Services after the date of posting. Your use of the Services following the posting of revised and updated Terms constitutes your acceptance and agreement to those revised and updated Terms. If you object to any provision of these Terms or any subsequent modifications to these Terms, your only recourse is to immediately terminate your use of the Services. You should review these Terms each time you use the Services so you are aware of any changes, as they are binding on you.
Registration and Your Information
Each User must create an account (“Account”) and register to use the Services as a Registered User. Registered Users must provide us with accurate, complete and up-to-date information for your Account, and you agree to update that information to keep it accurate, complete and up-to-date. If a Registered User does not provide us with accurate information (or do not update the information to keep it accurate, complete and up-to-date), we may suspend or terminate your Account and your ability to use the Services.
Accessing the Website and Account Security
We reserve the right to withdraw, update or amend the Services in our sole discretion and without notice. We will not be liable if all or any part of the Services becomes unavailable at any time or for any period, regardless of the reason for that unavailability. From time to time, we may restrict access to some or all of the Services, Registered Users. You are responsible for making all arrangements necessary for your access to the Services, as well as ensuring that all persons who access the Services through your internet connection are aware of and comply with these Terms. To access the Services, we may ask you to provide certain registration details or other information. Your use of the Services requires that all information you provide is correct, current and complete. In order to provide Services, we may access and process Protected Health Information (“PHI”) as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Our use of PHI is governed by separate terms and conditions between us and our customers. PHI should only be submitted through the Platform as permitted or required for use of the Services. You agree that all information you provide to us through the Platform including through the use of any interactive features on the Platform and/or PHI, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. You are responsible for protecting and maintaining the secrecy of your user name, password, and any other piece of information we furnish to you as a Registered User, as part of our security procedures. You will treat that information as confidential, and you will not disclose it to any other person or entity. You acknowledge that your Account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to exit from your Account at the end of each session. You should refrain from accessing your Account from a public or shared computer; if you must use a public or shared computer, use particular caution when accessing your Account so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if we determine, in our sole discretion, that you have violated any provision of these Terms.
Intellectual Property Rights
Phil and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by laws of the United States and any other applicable jurisdictions. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Neither these Terms nor your use of the Services transfers any right, title or interest in the Services, the content of the Services, or intellectual property rights to you, and Phil and its third party licensors retain all of their respective right, title, and interest to the Services and content.
Rights Granted by Phil
Subject to your compliance with these Terms, Phil grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services, solely in connection with your permitted use of the Services. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Services; (ii) distribute, transfer, sublicense, lease, lend or rent the Services to any third party; (iii) reverse engineer, decompile or disassemble the Services; or (iv) make the functionality of the Services available to multiple users through any means. Phil reserves all rights in and to the Services not expressly granted to you under these Terms. Phil reserves all rights in and to the Services not expressly granted to you under these Terms. The Services are licensed, not sold. The license confers no title to or ownership in the Services and should not be construed as a sale of any rights in or to the Services.
General Prohibitions
By using the Services, you agree not to do any of the following:
- Use, display, mirror or frame the Services, or any individual element within the Services, Phil’s names, any Phil trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Phil’s express written consent, or in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- Delete, modify, hack or attempt to change or alter any content on the Services;
- Attempt to access, tamper with, or use non-public areas of the Services, Phil’s computer systems or networks connected to any of our servers, or the technical delivery systems of Phil’s server management provider;
- Attempt to probe, scan, or test the vulnerability of any Phil system or network or breach, avoid, bypass, remove, descramble, or otherwise circumvent any technological, security or authentication measures implemented by Phil or any other third party to protect the Services;
- Attempt to access or search the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Phil or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation to patients, customers, pharmacies and registered providers.
- Use any meta tags or other hidden text or metadata utilizing any Phil names, service marks, trademarks, logos, URLs or product names without Phil’s express written consent; Use the Services for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information or information that misrepresents your affiliation with any person or entity;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Use any device, software or routine intended to damage or otherwise interfere with, or attempt to interfere with, the proper functioning of the Services or servers or networks connected to the Services, or take any action that interferes with the access of any user, host or network, including, without limitation, uploading files that contain viruses, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect, compile or store any information from the Services or personally identifiable information from other users of the Services without their express permission;
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of any third party;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing;
Links to Third Party Websites or Resources
We may provide links to third-party websites or resources in the Services (“Linked Sites”). We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You should refer to the separate terms of use, privacy policies, and other rules posted on Linked Sites before you use them. Phil does not author, edit or monitor these Linked Sites, and is not responsible or liable for: (a) the availability of or content provided on such Linked Sites, nor does inclusion of any link imply endorsement of the Linked Sites by Phil, or vice versa; (b) third-party content accessible through such Linked Sites; (c) any loss or damage whatsoever you may incur from dealing with any Linked Site; or (d) your dealings with any third parties found on or through this Site. You bear all risk associated with the use of the Linked Sites, third party services, and your correspondence or business dealings with advertisers other than us found on or through the Services. Phil does not control, makes no guarantees about, and disclaims any express or implied representations or warranties about the accuracy, relevance, timeliness, completeness, or appropriateness for a particular purpose of the information or the resources contained on the Linked Sites or any other Internet sites. We reserve the right to terminate such links at any time. The fact that we offer such links should not be construed in any way as an endorsement, authorization, or sponsorship of that site or its content, products, or services.
Electronic Communications
When you send emails or other electronic messages to us or in connection with the Services, you are communicating with us electronically and consent to our review and analysis of those messages and to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically shall have the same legal effect as if provided physically and shall satisfy any legal requirement that such communications be in writing. By using the Services, you agree that Phil may use your email, fax or phone to communicate with you regarding Phil services, billing, and any relevant advertising.
Termination
We may terminate your access to and use of the Services, or deactivate or cancel your Account, at our sole discretion with or without notice, temporarily or permanently, for any reason or no reason, and without liability to you. You may cancel your Account at any time by sending an email to us at mdsetup@phil.us. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
Warranty and Liability Disclaimers
We provide the Services “AS IS, WHERE IS” and “AS AVAILABLE” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. PHIL MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) THE CONTENT WILL BE UP-TO-DATE, COMPLETE COMPREHENSIVE OR ACCURATE; (C) THE QUALITY OF ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; (D) THE QUALITY OF ANY PRODUCTS, CONTENT, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (E) THAT DEFECTS, IF ANY, WILL BE CORRECTED. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY HEALTH-RELATED CONTENT OBTAINED AS A RESULT OF YOUR USE OF THE SERVICES. PHIL EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING YOUR PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, MEDICAL DIAGNOSIS AND TREATMENT OF PATIENTS, AND THE CONTENTS OF ANY PRESCRIPTIONS WRITTEN BY YOU FOR ANY PATIENT AND TRANSMITTED TO A PHARMCY USING THE SERVICES. PHIL ASSUMES NO RESPONSIBILITY FOR YOUR COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. YOU UNDERSTAND AND AGREE THAT ANY CONTENT AND/OR DATA DOWNLOADED OR OHTERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS USED AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR FOR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR DATA.
Indemnity
You will indemnify, defend and hold harmless Phil and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, from and against all third party claims arising out of or in any way connected with (i) your access to or use of the Services, (ii) your or any third-party’s provision of medical or pharmacy care to patients, or (iii) your violation of these Terms or violation of any state and/or federal law.
Disclaimer, Exclusions and Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, AND ANY CONTACT YOU HAVE WITH PATIENTS, PRACTITIONERS, OR PHARMACIES, WHETHER IN PERSON OR ONLINE. IN NO EVENT SHALL PHIL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PHIL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY APPLIES TO, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY DISABLING DEVICE OR VIRUSES WHICH MAY INFECT YOUR EQUIPMENT OR SYSTEM, UNAUTHORIZED ACCESS, THEFT, BODILY INJURY, PROPERTY DAMAGE, OPERATOR STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL PHIL’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY HEALTH-RELATED CONTENT, OR FROM ANY COMMUNICATIONS OR INTERACTIONS WITH ANY PHARMACIES, EXCEED THE AMOUNTS YOU HAVE PAID TO PHIL FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS UNDER THESE TERMS, AS APPLICABLE. PHIL AND ITS AUTHORIZED AGENTS AND CONTRACTORS WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM THEIR ACTS OR OMISSIONS INCLUDING, WITHOUT LIMITATION, IN RECEIVING AND TRANSMITTING PRESCRIPTIONS FROM YOU TO THE PATIENT-SELECTED PHARMACY. THE DISCLAIMER, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PHIL AND YOU.
Dispute Resolution
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE AGREEMENT TO ARBITRATE BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED BELOW, YOU AGREE THAT ANY DISPUTES BETWEEN YOU AND Phil WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND THAT YOU ARE HEREBY WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Governing Law
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and Phil agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Phil with written notice of your desire to do so by email or regular mail at hello@phil.us, (855) 977-0975, 14500 N. Northsight blvd Scottsdale, AZ 85260, within thirty (30) days following the date you first accept these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Phil with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Phil with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Phil with an Arbitration Opt-out Notice, you acknowledge and agree that you and Phil are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Phil otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms. You agree that any claim you may have arising out of, or related to your use of our Services must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred.
Arbitration Rules
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Phil otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Phil submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Phil will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed seventy-five thousand dollars ($75,000), Phil will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes
Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Phil changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to hello@phil.us) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Phil’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Phil in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Force Majeure
We will not be deemed to be in breach of these terms or liable for any breach of these terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, pandemics or epidemics, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire or other disaster.
General Terms
These Terms constitute the entire and exclusive understanding and agreement between Phil and you regarding the use of the Services. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator or by court of competent jurisdiction), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Phil’s prior written consent. Any attempt by you to assign or transfer these Terms, without Phil’s consent, will be null and of no effect. Phil may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by Phil under these Terms, including those regarding modifications to these Terms, will be given by Phil: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. These Terms apply only to Phil and you. These Terms are not intended to, and do not, create any third-party beneficiary rights, except as expressly provided in these Terms Phil’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Phil. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information
If you have any questions about these Terms, the practices of Phil, or your dealings with the Services, or if you would like to update your personal information, please contact us at mdsetup@phil.us, or through the address or phone number provided below:
Phil, Inc.
14500 N. Northsight blvd
Scottsdale, AZ 85260
(855) 652-7445