Terms Of Use

Modi Health Technologies, LLC (“ModiHealth” or “we”, “our” or “us”) operates the ModiHealth online platform, any related mobile applications we may offer, and any related social media pages (the foregoing, and all content, features, and materials thereon, shall hereinafter be collectively referred to as the “Platform”).

Our Platform provides participating medical practitioners (“Practitioners”) with virtual office spaces to allow them to hold sessions (“Practitioner Sessions”) with our users (“Users”).  Our Platform also offers our Users access to various health and wellness content, including live streamed and pre-recorded videos and blogs, which are produced by us or third parties (collectively, “Content”).

These Terms of Use include our policy for acceptable use of the Platform.  These Terms of Use also incorporate, by this reference, (1) our Privacy Policy which explains how we collect and use your and information and data, (2) our Subscription Terms which apply should you choose to purchase access to either our subscription-based Content or program-based Content, and (3) our Session Terms which apply to any Sessions you may order through the Platform.  The Terms of Use, Privacy Policy, Subscription Terms and Session Terms collectively shall be referred to as the “Agreement” and govern your rights, obligations and restrictions regarding your use of the Platform.

By using the Platform, you agree to be bound by this Agreement.

In order to participate in certain services on the Platform (e.g., if you make a purchase or enter a contest), you may be notified that you are required to agree to additional terms and conditions.  Such additional terms are hereby incorporated into this Agreement by this reference but such additional terms shall control solely for the applicable service.

We may modify this Agreement from time to time and such modification shall be effective upon posting on the Platform. You will be deemed to have agreed to any such modifications by your further use of the Platform after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. If you do not agree with the modifications, please discontinue use of the Platform immediately.

!!IMPORTANT NOTICES!!

All Content on the Platform, including blogs, videos and any Content from Practitioners or other external sources (“Third Party Content”), is strictly for educational purposes only. The Content is not intended to be a substitute for professional medical or psychiatric advice, diagnosis, or treatment. Always seek the advice of your personal doctor or other qualified health provider with any questions you may have regarding a medical condition or diagnosis. Never disregard professional advice or delay in seeking it because of something you have read or seen on the Platform. ModiHealth does not recommend or endorse any specific tests, experts, doctors, Practitioners, products, procedures, opinions, or other information that may be mentioned on the Platform. Reliance on any information provided in the Content found on the Platform is solely at your own risk.

The Platform provides functionality that assists in facilitating Sessions between Users and Practitioners.  You acknowledge and agree that ModiHealth is merely providing a Platform through which you may book and conduct a Session with a Practitioner, but is not responsible for any advice or information provided by the Practitioner relating to the Session, no more than the landlord of a medical office is responsible for the advice or information of the doctors leasing space in that office.  ModiHealth makes no representations and bears no responsibility with respect to any such Session, including any issues relating to Practitioner services, recommendations, claims, or diagnoses, or the quality or accuracy thereof, and you waive any claims against ModiHealth with respect thereto.  In addition, you acknowledge and agree that ModiHealth is not a broker, agent or insurer with respect to any transactions that may occur via the Platform.  We do not offer any professional services or control the quality of any services offered by Practitioners or the conduct of any User or Practitioner.  All transactions entered into via the Platform are at your own risk.

YOUR ACCOUNT / PASSWORD SECURITY / SUSPENSION, TERMINATION

In order to access certain features of the Platform, you will be required to register for an account with us (an “Account”).  When creating or updating an Account, you are required to provide us with certain personal information, such as your e-mail address or, in the case of purchases, your name, billing address and credit card information. This information will be held and used in accordance with our Privacy Policy.

You may never use another’s Account without permission or permit another to use your Account. You may not create more than one Account. You are prohibited from registering a new Account if you have previously had an Account terminated.

You are responsible for (i) keeping confidential any password that you created to use any aspect of the Platform requiring registration and (ii) restricting access to your computer or mobile device.  You agree to accept full responsibility for all activities that occur within your Account.  You must notify us immediately of any breach of security or unauthorized use of any part of your Account.

Although we will not be liable for your losses caused by any unauthorized use of your Account, whether with or without your knowledge, you may be liable for our losses or the losses of our contributors, third-party licensors, Practitioners, Third Party Content providers, merchants, advertisers, sponsors, and service providers (collectively, “ModiHealth Providers”) due to such unauthorized use.

Without limiting anything in this Agreement, we reserve the right, in our sole discretion, to restrict, suspend, or terminate your Account and/or your access to all or any part of the Platform at any time, for any or no reason, with or without prior notice, and without liability, including in the event we stop offering any aspect of the Platform.  We expressly reserve the right to restrict, suspend and/or terminate your access to any part of the Platform if we determine, in our sole discretion, that you have violated any of the terms of this Agreement.

CONTENT

               Proprietary Rights

All materials contained on the Platform, including all Content (excluding certain Third Party Content), and the software, graphics, text and look and feel of the Platform, and all trademarks (including MODIHEALTH), copyrights, patents and other intellectual property rights related thereto (“Proprietary Materials”), are owned or controlled by ModiHealth, our subsidiaries or affiliated companies, contributors, our third party licensors, and/or our advertising partners.  You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any Proprietary Materials, or any other protectable aspects of the Platform, in whole or in part, unless specifically stated otherwise.  Subject to your compliance with this Agreement and any other relevant policies related to the Platform, we grant you a non-exclusive, non-transferable, revocable limited license, subject to the limitations herein, to access and use the Platform and Proprietary Materials for your own non-commercial informational purposes consistent with the intended purpose of the Platform.  You agree not to use the Platform for any other purpose.

Not Medical Advice

As stated in more detail in the Important Notices section above, our Content is not intended to provide or supplant any medical advice. It is for educational purposes only.  You should always rely on the advice of your personal doctor, physician, psychiatrist, psychologist, and/or other health care providers and not on our Content or Practitioners for your medical or psychological needs.

               Sessions & Third-Party Content

Any opinions, advice, statements, judgments, services, offers, or other information that is offered during a Session or constitutes Third Party Content, are those of the respective authors and not of ModiHealth or its affiliates or any of their officers, directors, employees, or agents.  We neither endorse nor are responsible for any Content posted to the Platform by anyone other than ModiHealth.

You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any Third Party Content in whole or in part.

PURCHASES

Certain features on our Platform require purchases.  We may offer certain Content behind a paywall on a subscription or one-time-purchase basis that will require you to pay fee(s) in order to access such Content.  All recurring subscriptions and other Content purchases will be governed by our Subscription Terms.  If you choose to book a Session with a Practitioner, your purchase will be governed by our Session Terms.

CONDUCT

You, as a user, agree to use the Platform only for lawful purposes.  Without limiting anything else above, specific prohibited activities include, but are not limited to:

  1. attempting to circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Platform or the Content therein;
  2. using any software that intercepts, mines, or otherwise collects information about other Users or copies and stores any Proprietary Materials (as defined below);
  3. interfering with, disrupting, or creating an undue burden on the Platform or the networks or services connected to the Platform;
  4. attempting to impersonate another user or person;
  5. soliciting personal information from anyone under 18;
  6. collecting, harvesting, soliciting or posting passwords or personally identifiable information from other users;
  7. using the account, username, or password of another account holder at any time or disclosing your password to any third party or permitting any third party to access your Account;
  8. using any information obtained from the Platform in order to harass, abuse, or harm another person, whether a user or a contributor;
  9. using the Platform a commercial manner.

You represent and warrant that your actions on the Platform will not violate any of the prohibited conduct described above.  Any conduct by you in violation of the foregoing prohibitions may result in the suspension or termination of your Account and your access to the Platform.

LINKS

The Platform may contain links or otherwise direct you to websites operated by third parties, including those of Practitioners or other providers of health and wellness goods and services.  We do not monitor or control the linked sites and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of the content uploaded, displayed, or distributed, or products, or services available at these sites.  If you choose to access any third party site, you do so at your own risk.  The presence of a link to a third party site does not constitute or imply our endorsement, sponsorship, or recommendation of the third party or of its content, products, or services contained on, or available through, the third party site.

We reserve the right to disable links from or to third party sites.

THIRD-PARTY MERCHANTS / PROVIDERS

The Platform may enable you to order and receive products, information and services from businesses that are not owned or operated by us. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between you and such businesses.  We do not endorse, warrant, or guarantee such products, information, or services, and are not liable for the accuracy, completeness, or usefulness of such information or the quality of availability of such products or services.  We will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of such products, services, or information, or for ensuring the confidentiality of your credit card information.  Any separate charges or obligations you incur in your dealings with these third parties are your responsibility and are not part of the fee, if any, charged for the Platform.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE PLATFORM AND ALL PRODUCTS AND SERVICES OFFERED HEREON ARE PROVIDED BY US AND OUR WEBHOST ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANY MODIHEALTH PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF THE PLATFORM, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED THEREON; (II) THAT USE OF THE PLATFORM WILL BE 100% SECURE, UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, OR SERVICE, PROVIDED THROUGH THE PLATFORM; OR (IV) THAT THE SERVERS, OR EMAILS SENT FROM OR ON BEHALF OF MODIHEALTH, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

MODIHEALTH EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTIONS OF ITS USERS AND PRACTITIONERS OR THE CONTENT OF ANY THIRD PARTY CONTENT.

NEITHER WE NOR ANY MODIHEALTH PROVIDER WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE PLATFORM OR THE PURCHASE OF ANY CONTENT, SERVICE, PRODUCT OR SESSION THEREFROM, EVEN IF WE OR SUCH MODIHEALTH PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  UNDER NO CIRCUMSTANCES WILL MODIHEALTH BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID MODIHEALTH IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM AND IF YOU HAVE NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, SUCH LIMIT WILL BE $1,500.00.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS.

WITHOUT LIMITING ANY OF THE FOREGOING, YOU AGREE THAT, EXCEPT WITH RESPECT TO CLAIMS FOR REFUNDS (AS GOVERNED BY OUR SESSION TERMS), ANY LEGAL REMEDY, DAMAGE OR LIABILITY YOU SEEK TO OBTAIN RELATING TO A SESSION OR YOUR INTERACTION WITH A PRACTITIONER, INCLUDING CLAIMS FOR MALPRACTICE, WILL BE LIMITED SOLELY TO A CLAIM AGAINST THE PRACTITIONER AND YOU HEREBY WAIVE THE RIGHT TO SEEK ANY REMEDY FROM OR TO IMPOSE ANY LIABILITY ON MODIHEALTH WITH RESPECT TO ANY SESSION OR THE ACTS OR OMISSIONS OF ANY PRACTITIONERS OR USERS.

LEGALITY

You are subject to all laws of the state(s) and countries in which you reside and from which you access the Platform and are solely responsible for obeying those laws.  You agree we cannot be held liable if laws applicable to you restrict or prohibit your participation.  We make no representations or warranties, implicit or explicit, as to your legal right to participate in any Platform, contests, sweepstakes or tournaments offered through the Platform nor shall any person affiliated, or claiming affiliation with the Platform have authority to make any such representations or warranties.

APPLICABLE LAW; JURISDICTION

The Platform are created and controlled by us in the State of California. As such, the laws of the State of California will govern this Agreement, without giving effect to any provisions of California law that direct the choice of another state’s laws.

Subject to the Binding Arbitration section below, you hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America located in the State of California for any litigation arising out of or relating to use of or purchase made through the Platform (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the California Courts and agree not to plead or claim in any California Court that such litigation brought therein has been brought in an inconvenient forum.

BINDING ARBITRATION

Any controversy or claim arising out of or relating to this Agreement or any related agreement, their enforcement or interpretation, or because of an alleged breach, default or misrepresentation in connection with any of their provisions, shall be determined by binding arbitration.  The arbitration proceedings shall be held and conducted by a single arbitrator in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), as modified by this Agreement.  Such arbitration shall occur in Los Angeles, California, and be initiated by any party in accordance with the JAMS Rules.  The demand for arbitration shall be made by any party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceeding, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations.  Discovery issues shall be decided by the arbitrator.  Post-hearing briefs shall be permitted.  The arbitrator shall render a decision within twenty (20) days after the conclusion of the hearing(s).  In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted.  The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award.  The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or any of them, as applicable to the claim(s) asserted.  Judgment on the award may be entered in any court of competent jurisdiction.  The parties may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration.  However, the merits of any action that involves such provisional remedies or injunctive relief, including, without limitation, the terms of any permanent injunction, shall be determined by arbitration under this paragraph.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall allocate all costs and expenses of the arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).

You agree to pursue any arbitration in an individual capacity and not as class representative or class member in any purported class action proceeding.

BY AGREEING TO ARBITRATE DISPUTES, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THEY ARE IRREVOCABLY WAIVING ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIVITIES CONTEMPLATED HEREBY.

INDEMNITY

You agree to indemnify and hold ModiHealth, the ModiHealth Providers, our subsidiaries, and affiliates, and our respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (1) your breach of this Agreement and/or any of your representations and warranties set forth herein or (2) your acts or omissions relating to any Session with a Practitioner.

SEVERABILITY

The provisions of this Agreement are intended to be severable.  If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

ELECTRONIC COMMUNICATIONS

When you use the Platform or send emails to us, you are communicating with us electronically.  You consent to receive communications from us electronically.  We will communicate with you by email or by posting notices through the Platform.  You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing.

OTHER

This Agreement is deemed accepted upon any use of any of the Platform.  Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.  The section titles in this Agreement are for convenience only and have no legal or contractual effect.

SUPPORT

Subject to the other provisions of this Agreement, we will attempt to help you with any queries or problems that you may have with the Platform or any of your purchases through the Platform.  To reach our customer support team, please e-mail us at support@Modiht.com.  It will expedite your request for assistance by providing our representatives with all the information they need to solve your problem as quickly as possible.

 THIRD PARTY MARKETPLACES

This Agreement is between you and ModiHealth only, not with Apple, Facebook, Instagram, Google or any other third party through which you may have accessed the Platform (“Marketplaces”).  The Marketplaces are not responsible for the Platform.  The Marketplaces have no obligation whatsoever to furnish any maintenance and support services with respect to the Platform.  To the maximum extent permitted by applicable law, the Marketplaces have no other warranty obligation whatsoever with respect to the Platform.  The Marketplaces are not responsible for addressing any claims by you or any third party relating to the Platform or your possession and/or use of the Platform, including, but not limited to: (i) product liability claims; (ii) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation or (iv) claims that the Platform or any Content thereon infringes upon a third party’s intellectual property rights.

MODIFICATION

We reserve the right to make changes to the Platform, posted policies and this Agreement at any time without notice other than the reposting of the modified Agreement so check back frequently.

Please contact us at support@Modiht.com with any questions regarding this Agreement.

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