Terms and Conditions

BY SEEKING SERVICE, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE SERVICE OR OTHERWISE AFFIRMATIVELY ACCEPTING THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SERVICE. YOU HEREBY GRANT AGENCY AUTHORITY TO ANY PARTY WHO SEEKS SERVICE OR OTHERWISE INDICATES ACCEPTANCE TO THESE TERMS AND CONDITIONS ON YOUR BEHALF.

IF YOU HAVE A MEDICAL EMERGENCY, SEEK IN-PERSON EMERGENCY CARE IMMEDIATELY OR DIAL 911. THE SERVICE IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. THIS AGREEMENT IS SUBJECT TO CHANGE AS PROVIDED HEREIN.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US OR YOU AND THE MEDICAL GROUPS OR PROVIDERS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE SERVICE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW.

His Health, Inc. and/or its subsidiaries (collectively, “HH”, “we”, or “us”) owns and operates the website located at www.hishealth.com and may now or in the future own and/or operate a “HH” mobile application (collectively, the “Platform”). Your access and use of the Platform, any part thereof, or anything associated therewith, including its content (“Content”), any products or services provided through the Platform or otherwise by HH, and any affiliated website, software or application owned or operated by HH (collectively, including the Platform and the Content, the “Service”) are governed by these Terms and Conditions (“Terms and Conditions” or “Agreement”).

Please read this Agreement carefully because it sets forth the important terms you will need to know about the Service. In this Agreement, the terms “you” and “yours” refer to the person using the Service. The Service is not intended for individuals under the age of eighteen (18) and individuals under the age of eighteen (18) are prohibited from using all or any part of the Service or entering into this Agreement, even if a parent or legal guardian would be willing to provide consent to use of the Service or this Agreement. Please contact HH if you are a parent or legal guardian of an individual under the age of eighteen (18) who you believe has used the Service without your consent.

Acceptance of these Terms and Conditions

Your access to and use of the Service is subject to this Agreement, as well as all applicable laws and regulations. If you do not accept and agree to be bound by this Agreement in its entirety, you are strictly prohibited from visiting, accessing, registering with and/or using the Service or any information or Content provided through the Service, except as necessary to review this Agreement. The Service is continually under development, and we reserve the right to revise or remove any part of this Agreement or the Service in our sole discretion at any time and without prior notice to you. Any changes to this Agreement are effective upon posting to the Platform. Unless otherwise indicated, any new Content added to the Service is also subject to this Agreement upon posting to the Platform. If you disagree with this Agreement or any terms or conditions herein, your sole remedy is to discontinue your use of the Service. Your continued use after a change to this Agreement has been posted constitutes your acceptance of this Agreement as modified by such changes.

Your Relationship with HH

We may provide you with access to medical groups, testing laboratories, pharmacies, or other vendors via our service.  The medical groups employ or contract with physicians who offer certain healthcare services through the Platform. By accepting this Agreement, you acknowledge and agree that any services you receive from the medical groups, testing laboratories, pharmacies, or other vendors via our Service are also subject to this Agreement, and that the medical groups, testing laboratories, pharmacies, or other vendors are third party beneficiaries of this Agreement.

We do not control or interfere with the practice of medicine by the medical groups or any providers, each of whom is solely responsible for directing the medical care and/or treatment they provide to you. By accepting this Agreement, you acknowledge and agree that HH is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other health care provider-patient relationship with HH. By using the Service, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with the medical group and/or one or more providers. Further, we do not control or interfere with any professional service provided by the testing laboratories and pharmacies, each of which is solely responsible for their provision of professional services rendered via the Service.

By accepting this Agreement, you acknowledge and agree that the medical groups and/or providers may send you messages, reports, and emails via the Service regarding your diagnosis and/or treatment. You understand and agree that HH is not responsible for the security or privacy of communications services you use to receive the aforementioned messages, reports, and emails sent via the Service. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither HH nor the medical groups nor any provider will be responsible in any way and you will not hold HH, the medical groups or any providers liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the medical groups or your provider(s).

Your Financial Responsibilities for Services

HH and the medical groups are not enrolled with, and are not participating providers with, any federal or state healthcare programs (i.e., Medicare and Medicaid) for the provision of any health care services and, as such, neither you nor HH or the medical groups may receive payment from such programs for the services or products provided to you by HH or the medical groups. Further, to the extent that any of the testing laboratories, pharmacies, or providers may be enrolled in federal or state healthcare programs, the means through which the services and products are provided or made accessible through the Service typically precludes such services and products from being covered benefits under these programs. By choosing to use the Service, you are specifically choosing to obtain products and services on a cash only basis outside of any federal or state healthcare program. Thus, you are solely responsible for the costs of any service or product provided to you.

By agreeing to use the Service, you acknowledge and agree that (1) you are explicitly choosing to obtain products and services on a cash basis outside of any federal or state healthcare program and you have sole financial responsibility for all services or products provided to you by or through the Service; and (2) neither you nor HH, the testing laboratories, the pharmacies, the medical groups or the providers will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Service.

Prescriptions

Medications and products available through the Platform require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the providers, the provider has determined the prescription product is appropriate for you and the provider has written a prescription.  If a provider determines a prescription product is appropriate for you and writes a prescription, you will receive information about your options for filling the prescription. Not all prescriptions fulfilled by the pharmacies may use child-resistant packaging and your prescription product may not be dispensed in a child-resistant container.

Limited Use

Our Service is currently only available to individuals who are located in states in which we offer the Service, are at least eighteen (18) years of age or older and who have accepted this Agreement. By visiting, accessing, registering with or using the Service, you are (a) representing and warranting to us that you are at least eighteen (18) years of age or older; (b) representing and warranting to us that when you use the Service to consult with a provider, you are located in the same state as the shipping address you provide at the time that you conduct such consultation; (c) agreeing to comply with all applicable laws in visiting, accessing, registering with our using the Service; and (d) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

In some cases, the Service may not be the most appropriate way for you to provide information to, communicate with or seek medical treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your provider, or your provider may determine that your diagnosis and/or treatment requires an in-person office visit or are otherwise not appropriately addressed through use of the Service. In such a case, you may receive notification that you will be unable to use the Service for the particular issue you submitted with additional information regarding next steps.

Consent to Telehealth Services

Telehealth involves the delivery of health care services using electronic communications, information technology or other means between a healthcare provider and a patient who is not in the same physical location. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. Telehealth services are not a substitute for in-person care in all cases.

Services provided to you by providers via the Service will be provided by telehealth. Certain technology, including the Service, may be used while still in a beta testing and development phase, and before such technology is a final and finished product. The delivery of healthcare services via telehealth is an evolving field and the use of telehealth or other technology in your medical care and treatment from provider(s) may include uses of technology different from those described in this consent or not specifically described in this consent. No potential benefits from the use of telehealth or other technology or specific results can be guaranteed, including any laboratory testing results or related diagnosis or treatment by your provider(s). Your condition may not be cured or improved, and in some cases, may get worse. There are limitations in the provision of medical care or other services and treatment via telehealth and technology, including the Service, and you may not be able to receive diagnosis and/or treatment through telehealth for every condition for which you seek diagnosis and/or treatment. There are potential risks to the use of telehealth and other technology. You have the opportunity to discuss the use of telehealth, including the Service, with your provider(s), including the benefits and risks of such use and the alternatives to the use of telehealth. You understand that there will be no recording of any online treatment sessions by your provider(s) or you. Your provider(s) will assess your medical condition and, in their sole discretion, may determine it is medically appropriate to diagnose and/or treat your condition via telehealth and whether you maintain sufficient knowledge and skills in the use of technology appropriate to diagnosing and/or treating your condition via telehealth. By continuing to use the Service, you concur with your provider’s medical assessment and agree to receive a diagnosis and/or treatment via telehealth technology. You have the right to withdraw your consent to the use of telehealth in the course of your care, without prejudice to any future care or treatment and without risking the loss or withdrawal of any health benefits to which your entitled, but you understand that the providers who utilize the Service do not offer in-person treatment. Any withdrawal of your consent will be effective upon receipt of written notice to your providers, except that such withdrawal will not have any effect on any action taken by HH or your provider(s) in reliance on this consent before it received your written notice of withdrawal. Any withdrawal of your consent will not affect any other provision of this consent, and you will continue to be bound by this consent. You understand that the use of the Service involves electronic communication to and from you of your personal medical information in connection with the provision of telehealth services, including through email. You understand that it is your duty to provide HH and your provider(s) truthful, accurate and complete information, including all relevant information regarding care that you may have received or may be receiving from healthcare and/or mental health providers including emergency contact information for your local healthcare and/or mental health providers. You understand that each of your providers will assess your medical condition and, in their sole discretion, may determine it is medically appropriate to diagnose and/or treat your condition using telehealth technology, including the Service.

In addition to the above consent, you will be required to review and agree to an informed consent regarding the use of telehealth that will be provided to you by the provider(s) or related third-party. You agree that HH is a third-party beneficiary of such consent and has the right to enforce it against you.

Your Duty to Provide Information, Access, and Connectivity

You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities to enable use of the Service, including but not limited to, a computer or mobile device with a video camera and internet access. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service. You also have a duty to provide truthful, accurate and complete information in any forms or other communications you submit to or through the Service. We reserve the right to change the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice.

Privacy Policy

HH understands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy for a description of how we may collect, use and disclose your personal information.

Protected Health Information

In using certain components of the Service, you may provide certain medical information that may be protected under applicable laws. HH is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments (collectively, “HIPAA”). One or more of the testing laboratories, pharmacies or medical groups may or may not be a “covered entity” or “business associate” under HIPAA, and HH may in some cases be a “business associate” of same. It is important to remember that, while state-specific privacy laws may apply, HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to your transactions or communications with HH, the medical groups, the providers, the testing laboratories, or the pharmacies. To the extent HH is deemed a “business associate” however, and solely in its role as a business associate, HH, may be subject to certain provisions of HIPAA with respect to “protected health information,” as defined under HIPAA, that you provide to the testing laboratories, pharmacies, or medical groups (“PHI”). In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. However, any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under our Privacy Policy.

By using the Service, you are agreeing that even if HIPAA does apply to HH, the medical groups, the providers, the testing laboratories, or the pharmacies, any information that you submit to HH that is not intended and used solely for the provision of diagnosis and treatment by the medical group and providers or prescription fulfillment by the pharmacies or laboratory services by the testing laboratories, is not considered Protected Information, and will only be subject to our Privacy Policy and any applicable state laws that govern the privacy and security of such information.

Use and Ownership of the Service and Information Submitted

The Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to this Agreement, HH grants you a limited, non-transferable, revocable license to access and use the Service for your personal use. Unless otherwise specified by HH in a separate license, your right to use any of the Service or the Content is subject to this Agreement and all rights in the Service and Content are reserved by HH. You agree that HH and its suppliers own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, concepts, photographs, product descriptions, blog posts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. HH’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of HH and may not be used without permission, including in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

In addition, any information you transmit to HH via the Service, whether by direct entry, submission, email or otherwise, including data, questions, comments, forum communications, or suggestions (collectively, “Submissions”), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary. Subject to any applicable account settings that you select, you grant HH a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Submissions (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Submissions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not HH, are responsible for all of the Submissions that you provide to the Service. In addition to the foregoing, HH shall have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that HH deems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submission. You further agree that you shall have no right of approval and no claim to compensation in connection with the Submission. If a Submission you make contains protected information, HH’s rights under this section with respect to the use or disclosure of such information will be limited as and to the extent required under applicable law.

Prohibited Use

You are prohibited from using or attempting to use the Service: (i) for any unlawful, unauthorized, fraudulent or malicious purpose; (ii) in any manner that could damage, disable, overburden, or impair any server, or the network(s) connected to any server; (iii) in any manner that could interfere with any other party’s use and enjoyment of the Service; (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means; (v) to access systems, data, or information not intended by HH to be made accessible to a user; (vi) to obtain any materials, or information through any means not intentionally made available by HH; (vii) to reverse engineer, disassemble or decompile any section or technology on the Service; or (viii) for any use other than the business purpose for which it was intended.

HH reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing. HH may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.

Third-Party Services

Parties other than HH, including testing laboratories, pharmacies, medical groups and providers, provide services through the Service (collectively, “Third Parties”). Your use of any Third-Party services and any interactions with Third Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such use or interactions, are solely between you and such Third Parties. You agree that HH shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Service, including any Third-Party services or your interactions with any Third Parties. Certain HH shareholders, directors, officers, employees, contractors or agents may have a financial interest in one or more Third Parties and may profit from your use of the Third Parties and the services provided to you.

In the event of any dispute between you and any Third Party, or any other entity or individual, you understand and agree that HH is under no obligation to become involved in such dispute, and you hereby release and indemnify HH and their respective corporate parents, subsidiaries, and affiliates, and all of their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, “HH Parties”) from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein. 

Termination of Service

HH may terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitation of liability, arbitration and resolution of Disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with HH. You agree that if your use of the Service is terminated pursuant to this Agreement, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold all HH parties harmless from any and all liability that any such HH parties may incur with respect thereto.

Except as otherwise provided in the Privacy Policy or as required by applicable law (including any obligation to provide access to health records), we have no obligation, whether before or after the termination of your use of the Service, to return or otherwise provide to you or any third party on your behalf any information you provide to us, any information your providers provided to us about or relating to you, or any other information that we may have that relates to you.

Disclaimer

THE SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ANY ACCESS TO OR USE OF THE SERVICE IS VOLUNTARY AND AT YOUR SOLE RISK. HH AND EACH THIRD PARTY OFFERING SERVICES THROUGH THE SERVICE, INCLUDING THE MEDICAL GROUPS, THE PROVIDERS, THE TESTING LABORATORIES, AND THE PHARMACIES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PARTICULAR PURPOSE WITH REGARD TO THE SERVICE, AND WITH RESPECT TO ANY INFORMATION, CONTENT, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SERVICE OR THE PLATFORM. HH DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF THE SERVICE. HH DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HH BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY INFORMATION AND CONTENT MADE AVAILABLE THROUGH THE SERVICE OR ANY SERVICES PERFORMED OR PRODUCTS OFFERED BY THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HH SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED THE COST OF SERVICES PAID TO HH AND ITS ASSOCIATED MEDICAL GROUPS AND PROVIDERS.

TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

Indemnification 

You agree to defend, indemnify, and hold HH and any Third Parties offering services through the Service harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Service, your fraud, violation of law, or willful misconduct, any breach by you of this Agreement or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

Consent to Electronic Communications

When you access or use the Service or send emails or SMS messages to us, any medical group or its providers, you are communicating with us, the medical group and its providers electronically. You consent to receive communications from us, the medical group and its providers electronically. We will communicate with you via email, SMS messaging or through the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement.

Entire Agreement

This Agreement and any other agreements HH may post on the Service or that you and HH may execute from to time constitute the entire agreement between HH and you in connection with your use of the Service and supersede any prior agreements between HH and you regarding use of the Service, including prior versions of this Agreement.

Class Action Waiver and Consent to Binding Arbitration

YOU AND WE EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND US OR ANY OF THE HH PARTIES, ANY MEDICAL GROUPS, PROVIDERS, TESTING LABORATORIES, OR PHARMACIES ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO HH, THE PLATFORM, OR THE SERVICE, OR ANY SERVICES OR ADVERTISING BY HH OR ANY OF THE TESTING LABORATORIES, PHARMACIES, MEDICAL GROUPS, OR PROVIDERS, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THIS AGREEMENT (COLLECTIVELY, “DISPUTES”), THAT IS NOT RESOLVED BY AN INFORMAL DISPUTE RESOLUTION CONFERENCE (AS DEFINED AND DESCRIBED BELOW), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA’S CONSUMER ARBITRATION RULES AND, IF THE ARBITRATOR DEEMS THEM APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY, “RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN. FOR PURPOSES OF THIS ARBITRATION AGREEMENT, “DISPUTE” WILL ALSO INCLUDE DISPUTES THAT AROSE OR INVOLVE FACTS OCCURING BEFORE THE EXISTENCE OF THIS OR ANY PRIOR VERSIONS OF THE TERMS AND CONDITIONS AS WELL AS CLAIMS THAT MAY ARISE AFTER THE TERMINATION OF THESE TERMS AND CONDITIONS.

In the event a Dispute arises between us, we are committed to working with you to reach a reasonable resolution. You and we therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Conference (“Notice”), which shall occur within sixty (60) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to us that you intend to initiate an Informal Conference should be sent by commercial carrier (i.e., FedEx or UPS) to our offices located at 9100 Conroy Windermere Road, Suite 217, Windermere, Florida 34786. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address; (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. We will provide notice to your address on file.

If you and we are unable to resolve a Dispute within sixty (60) days after the applicable Informal Conference, either party may commence arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.  Payment of arbitration costs will be governed by the AAA’s fee schedule. Each party agrees to pay its own attorneys’ fees and expenses.

The arbitration shall be conducted in Orlando, Florida. The arbitrator’s award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at https://www.adr.org.

Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; and/or (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; then you and HH agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in Orlando, Florida, and both parties agree to submit to the personal jurisdiction of such courts in connection with such proceedings. In addition to the foregoing, either you or we may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration as long as such action remains in such court and advances only on an individual (non-class, non-representative) basis.

YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified otherwise herein. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

YOU AND WE AGREE THAT, EXCEPT AS SPECIFIED HEREIN, ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THIS AGREEMENT AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE JOINED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. NO ARBITRATION SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION EXCEPT AS SPECIFIED HEREIN. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If a court decides by means of a final decision, not subject to any further appeal or recourse, that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for relief, then such claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and may be brought exclusively in the state or federal courts located in Orlando, Florida, subject to the parties’ respective rights to appeal the decision. All other claims or requests for relief shall be arbitrated. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties remaining in arbitration are finally resolved. The parties agree to submit to the personal jurisdiction of the federal and state courts located in Orlando, Florida for purposes of resolving any claims or requests for relief severed from arbitration pursuant to this paragraph. This subsection does not prevent you or us from participating in a class-wide settlement of claims.

Except as provided above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Governing Law and Venue

This Service is controlled and operated by HH from our offices within Florida. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable. Access to the Service from jurisdictions where the contents of the Service are illegal or penalized is prohibited.  As such, the validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Florida, without regard to any conflicts of law provisions.

All parts of this Agreement apply to the maximum extent permitted by law. Our failure to enforce any provision of this Agreement will not constitute a waiver of such right. We both agree that if we cannot enforce a part of this Agreement as written, then that part will be replaced with terms that most closely match the intent of the unenforceable part to the extent permitted by law. Except as otherwise provided in this Agreement, the invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

No Agency Relationship

Neither this Agreement, nor any materials or features of the Service create any partnership, joint venture, employment, or other agency relationship between you and HH, the medical groups, the providers, the testing laboratories or the pharmacies. You may not enter into any contract on our behalf or bind us in any way.

Assignment

You may not assign any of your rights under this Agreement, and any such attempt will be null and void. HH may, in its sole discretion, assign or transfer, without further consent or notification, this Agreement or any or all of the contractual rights and obligations pursuant to this Agreement.

Third Party Beneficiaries

Any use of third-party software provided in connection with the Service, or any Third-Party services accessed or used in connection with the Service, will be governed by the applicable third party’s license or terms of use, if any, and if there is no such license or terms of use, by this Agreement. In addition to this Agreement, your use of the Service must comply with all applicable third party terms of agreement, if any. 

Except for the foregoing or as otherwise specifically set forth in this Agreement, no third party shall have any right to enforce any right or enjoy any benefit that is created or established under this Agreement.

Last updated: September 23, 2024