Workit Health Terms of Service
Last Revised: October 1, 2022
YOUR RELATIONSHIP WITH WORKIT HEALTH AND THE WORKIT HEALTH PARTIES IS SUBJECT TO BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 26 BELOW FOR MORE INFORMATION.
IF YOU ARE PRIVATELY PAYING FOR THE SERVICE (IN OTHER WORDS, NOT THROUGH YOUR INSURANCE), YOU MAY BE SUBJECT TO AN AUTO-RENEWAL SUBSCRIPTION-BASED BILLING MODEL. PLEASE SEE SECTION 6 BELOW FOR MORE INFORMATION REGARDING BILLING, FINANCIAL RESPONSIBILITY. CANCELLATIONS, AND REFUNDS.
1. The Service
These Terms of Service (the “Terms”) cover your access and use of the Service. For purposes of these Terms, the “Service” includes:
- the websites owned or operated by the Workit Health or its affiliates, subsidiaries, or related companies, now, or in the future including, but not limited to, www.workithealth.com and app.workithealth.com (collectively, the “Site”);
- the Workit Health mobile application (the “App”);
- Workit Health’s subdomains; and
- all related services and products provided in connection with or through the App or Site.
Without limiting the generality of the foregoing the Service may also include, without limitation:
access to information, text, graphics, photos, resources, or other materials appearing in the App, Site, or in any aspect of the Service (collectively, the “Content”), including educational Content;
the ability to create, upload, transmit, display, and access User Content (as such term is defined hereunder);
- the ability to interact with relevant personnel, including medical providers, coaches, support teams and other personnel and providers employed by or contracted with a professional entity associated with Workit Health, which include Workit Health (MI), PLLC; Workit Health (CA), P.C.; Workit Health (OH), LLC; Workit Health (NJ), LLC; and A.M. Physician Practice (NY), PLLC; and any additional professional entity associated with Workit Health that is established in the future (each, a “Workit Health Clinic” and collectively, the “Workit Health Clinics”);
- the ability to interact with other users of the Service;
- the ability to request your health information to share with other health care providers, friends, or family so that they can understand how you use the Service; and
- access to other information about the Workit Health Parties, the products and services, and any other features, content, or applications that we may offer from time to time.
We make certain of these features available only to users who register for the Service and only for the duration of their access to and use of the Service. Generally, the Service is available only to individuals who:
- are at least 18 years old, emancipated minors, minors who are 16 and are legally able to independently consent to receiving the Service, or minors who receive the Service based on the consent of a parent, guardian, conservator, or custodian;
- reside in the United States of America or any of its territories;
- meet the criteria that are established for registering with the Service; and
- complete the registration process that we prescribe from time-to-time.
Once you complete the registration process, you are consenting to receiving, and will receive, the Service. To enroll in the Service, you must create Login Credentials as more fully described below. By accessing or using any component of the Service including, but not limited to, creating Login Credentials for accessing the Service, you represent that you are at least 18 years old, an emancipated minor, a minor who is 16 and legally able to independently consent to receiving the Service, or a parent, guardian, conservator, custodian who is legally permitted to legally bind a minor. Notwithstanding the foregoing sentence, we may, in our sole discretion, refuse to offer the Service to any person or entity. We also reserve the right to change, replace, suspend, or discontinue the Service or any component of the Service (including, without limitation, any feature, functionality, specification, or content) at any time and for any reason at our discretion. We will not be liable to you for any change, replacement, suspension, or discontinuation of your rights to access or use the Service. We may also impose limitations on certain features or parts of the Service or restrict your access to part or all of the Service without notice or liability.
2. Legally Binding Agreement
You further acknowledge and understand that agreeing to the Agreements is not a condition for receiving any treatment, payment, or benefit under your insurance or health plan and that your refusing to agree to the Agreements will not affect any treatment, payment, or benefit for which you may be eligible under your insurance or health plan. However, you acknowledge and understand that if you do not agree to the Agreements, you will not be able to participate in the Service. Moreover, we do not and will not grant you any right to access, browse, or use the Service without your willingness to be bound by the Agreements.
References in the Agreements to “you” or “your” refer to both you and any person or entity on whose behalf you act, if any. If you are a parent, guardian, conservator, or custodian accessing or using the Service, or are otherwise authorized to help another person do so, the Agreements constitute a legally binding agreement between Workit Health and both the parent, guardian, conservator, custodian, or helper and the person being helped, including minors. If you are a parent, guardian, conservator, custodian, or helper, you represent and warrant that you have the right, authority, and capacity to enter into these Agreements on behalf of the person, including minors, being helped.
BY CLICKING THE “I AGREE” BUTTON (OR TAKING A SIMILAR ACTION), AND/OR BY ACCESSING, BROWSING, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THE AGREEMENTS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.
3. Limitations Regarding Medical Services; Not Emergency Services
AS PART OF THE SERVICE, WORKIT HEALTH ENABLES USERS TO ACCESS THE APP AND/OR SITE, INTERACT WITH SUPPORT PERSONNEL, AND INTERACT WITH THE WORKIT HEALTH CLINICS. WORKIT HEALTH ITSELF ACTS AS A TECHNOLOGY PLATFORM TO CONNECT YOU WITH THE WORKIT HEALTH CLINICS’ PROVIDERS AND WORKFORCE MEMBERS WHO MAY BE AVAILABLE TO PROVIDE YOU WITH CERTAIN NON-EMERGENCY MEDICAL CARE. HOWEVER, WORKIT HEALTH ITSELF IS NOT A HEALTH CARE PROVIDER AND DOES NOT PROVIDE ANY MEDICAL ADVICE OR MEDICAL TREATMENT; THE WORKIT HEALTH CLINICS’ PROVIDERS AND WORKFORCE MEMBERS ARE SOLELY RESPONSIBLE FOR PROVIDING YOU WITH ANY CLINICAL OR MEDICAL SERVICES YOU RECEIVE VIA THE SERVICE. WORKIT HEALTH DOES NOT CONTROL OR INTERFERE WITH THE CLINICAL DECISIONS OR JUDGEMENTS OF THE WORKIT HEALTH CLINICS’ PROVIDERS AND WORKFORCE MEMBERS, EACH OF WHOM IS RESPONSIBLE FOR THE PROFESSIONAL SERVICES HE OR SHE PROVIDES. BY ACCEPTING THESE TERMS AND BY USING THE SERVICE, YOU MAY BE ENTERING INTO A PATIENT RELATIONSHIP SOLELY WITH ONE OR MORE WORKIT HEALTH CLINICS’ PROVIDERS AND WORKFORCE MEMBERS AND NOT WITH WORKIT HEALTH.
THE CONTENT AND ANY INFORMATION PROVIDED BY WORKIT HEALTH ITSELF AND ITS PERSONNEL ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE USED FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION.
ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDERS BEFORE DECIDING TO START, ALTER, OR DISCONTINUE ANY COURSE OF MEDICAL TREATMENT OR FOR ANY QUESTIONS REGARDING YOUR MEDICAL CONDITION, YOUR DIET, OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. DO NOT USE THE SERVICE AS A SUBSTITUTE FOR CONSULTING WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROVIDER, AND DO NOT DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF ANY INFORMATION RECEIVED IN CONNECTION WITH THE SERVICE.
IF YOU ALSO RECEIVE MEDICAL CARE FROM ANOTHER PARTY, THAT MEDICAL CARE IS SEPARATE FROM AND UNRELATED TO THE SERVICE PROVIDED BY THE WORKIT HEALTH CLINIC PROVIDERS AND WORKFORCE MEMBERS. YOUR TREATING MEDICAL PROFESSIONAL IS RESPONSIBLE FOR OBTAINING YOUR INFORMED CONSENT TO ANY MEDICAL TREATMENT IN CONNECTION WITH THAT MEDICAL CARE, INCLUDING WITHOUT LIMITATION, ANY LEGALLY REQUIRED CONSENT TO USE TELEMEDICINE. THE WORKIT HEALTH PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS, MEDICATIONS, PRESCRIPTIONS, OR ANY OTHER INFORMATION, SERVICES, OR PRODUCTS THAT YOU MAY OBTAIN FROM UNAFFILIATED THIRD PARTIES IN CONNECTION WITH OR AS A RESULT OF USING THE SERVICE.
THE SERVICE IS FOR NON-EMERGENCY PURPOSES ONLY. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE SERVICE OR RELY ON THE SERVICE IN ANY WAY FOR EMERGENCY ASSISTANCE. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, OR IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY.
In some cases, the Service may not be the most appropriate way for you to seek medical care and treatment. To assist you in determining whether the Service is a fit for your needs, we may ask a series of initial questions during registration. Based on your responses to these questions, we may determine that you are not eligible to utilize the Service. In such a case, you will be notified that you will be unable to use the Service. If this occurs, your registration will remain on file with the Service, but you will not be able to further utilize the Service. You can always return to the Service at a later time to determine whether your eligibility has changed. In addition, even if you are determined to be eligible to utilize the Service, a Workit Health Clinic provider or workforce member may, during the course of your use of the Service, determine that your medical condition and/or treatment requires an in-person examination or procedure, that the Service is otherwise not appropriate for you, or that the Workit Health Clinic does not provide a level of care that is appropriate for you. In such a case, you will receive a notice from Workit Health on behalf of the Workit Health Clinic notifying you that you should seek medical care or treatment outside of the Service and/or that you may be unable to continue using the Service and such notice may provide you with additional information regarding next steps. If this is the case, Workit Health will work with you to find appropriate resources for you.
If we become aware of or contemplate an emergency, we may secure from any hospital, physician, and/or medical personnel any emergency treatment that we deem necessary for your immediate care in our sole discretion. You understand and agree that if we take any action to secure emergency treatment on your behalf, you, and not we, will be solely responsible for payment of all medical services rendered in connection with that treatment.
You understand that the Service is not insurance and the Workit Health Parties are not insurers. Any amounts that you pay to the Workit Health Parties are not insurance premiums. The Workit Health Parties operate subject to state and federal regulations, and the Service may not be available in your state. Access to and use of the Service is limited exclusively to users located in jurisdictions within the United States where the Service is available.
4. Intellectual Property Rights; Grant of License; Restrictions
Unless otherwise noted, the Site, App, all other aspects of the Service, and all Content are solely the property of Workit Health and/or its affiliates or licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Domain names and product names are trademarks or registered trademarks of their respective owners. Workit Health does not claim ownership of User Content, and User Content will not be considered Content for purposes of this paragraph only.
Subject to your compliance with the Agreements, Workit Health hereby grants to you a personal, non-transferable, non-exclusive, non-sublicensable, royalty-free, freely revocable, limited right to access and use the Site and App for accessing the Content and the Workit Health Clinics’ providers and workforce members, and for participating in the Workit Health program, including utilizing the Site and App for communications to and from Workit Health and the Workit Health Clinics’ providers and workforce members. All rights not expressly granted herein are reserved to Workit Health and its licensors.
You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publish, adapt, edit, create derivative works from, or otherwise exploit the Service, any Content, any third-party submissions, or any other proprietary rights or other valid rights not owned by you without the consent of the respective owners or in any other way that violates any third-party right. In addition, you shall not modify the App, Site, or Content, incorporate the Site, App, or Content, in whole or in part, in any other product, or create derivative works, based on all or part of the App, Site, or Content. You shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the App, Site, or Content.
Workit Health and the Workit Health logo (the “Workit Health Marks”) are trademarks or registered trademarks of Workit Health, Inc. Other trademarks, service marks, graphics, and logos appearing on the App, Site, or Content may be the property of third parties (“Third-Party Marks”). Neither the Agreements nor your use of any aspects of the Service grants you any right, title, or interest in or to, or any license to reproduce or otherwise use, the Workit Health Marks or any Third-Party Marks. If you violate these terms and conditions, your permission to use, browse, and access the Site, App, and Content automatically terminates.
5. Registration Requirements
As a condition to accessing and using the Service, including browsing, accessing and using the Site and App, you must register with Workit Health by creating an account and by providing information that may be used to personally identify you. You represent and warrant that all information that you submit to us, or that is submitted to us on your behalf, is complete, accurate, and truthful. Workit Health reserves the right to authenticate any information you provide. You also agree to maintain the information that you submit to us (or that any third party submits on your behalf) and to update it promptly for any changes. Failure to keep your information current will constitute a breach of these Terms, which may result in immediate termination of your account.
Your access to the App and Site must be via a user ID / screen name and password (collectively, the “Login Credentials”). You acknowledge that you are responsible for selecting and safeguarding your Login Credentials and agree that you are responsible for all activity that occurs under your Login Credentials. You shall notify us immediately if you believe that any of your Login Credentials have been or may be used without your permission. You may not:
- create more than one account to access the Site or App;
- share your Login Credentials with any third party; or
- transfer your account to any third party.
Workit Health, and the Workit Health Parties, are not responsible for any loss or damage caused by, or expense incurred by you as a result of, or arising from, your failure to safeguard your Login Credentials. You shall not rent, resell, or remarket the Site, App, or Content or, except for as expressly permitted under these Terms, provide access to the Site, App, or Content to any third party. Workit Health may terminate any account in its sole discretion and you may not be permitted to create a new account to access the Site, App, or Content if your prior account has been terminated by Workit Health.
You are free to disenroll from the Service at any time by notifying us at email@example.com.
6. Fees and Payment
Your Payment Information
Workit Health will charge any fees associated with your account to your credit card or debit card on file with Workit Health. You represent and warrant that
- the credit card or debit card information you provide to Workit Health is true, correct and complete; and
- that you are the person in whose name the credit card or debit card was issued and/or you are authorized
to make a purchase with the relevant credit card or debit card.
You will promptly notify Workit Health if your payment information has changed, if your payment method has been canceled, or if you become aware of a breach of security. You acknowledge that we may process an authorization hold using your payment information in order to verify the information provided. If your payment card details change or are due to expire, we may request updated payment details from you, including your card number, expiration date, and CVV (or equivalent). By providing us updated payment information, you authorize us to continue to charge your card using the updated information so that you can continue to receive the Services.
Private Pay Subscriptions and Recurring Payments
If you purchase a private pay subscription to the Service (a “Private Pay Subscription”), with the exception of any free trial periods or “freemium” access, Workit Health will charge you a Private Pay Subscription fee at the rate presented to you (the “Private Pay Subscription Fee”). The Private Pay Subscription gives you access to the Service for one week, or a different subscription period selected on the App or Site (the “Private Pay Subscription Period”). Unless otherwise stated when you sign up for a Private Pay Subscription, your selected Service will automatically renew for a further Private Pay Subscription Period with the Private Pay Subscription Fee (including any applicable taxes) and will continue to do so unless we are either no longer offering that Service or your Private Pay Subscription has been canceled in accordance with these Terms.
The billing period for your Private Pay Subscription Fee begins from the time of your account registration (i.e., when you register, enter your payment method and pay the initial Private Pay Subscription Fee), and again at the start of each subsequent Private Pay Subscription Period. By signing up for a Private Pay Subscription, you agree to pay your Private Pay Subscription Fee in full each Private Pay Subscription Period and authorize your payment method on file to be billed automatically each Private Pay Subscription Period by Workit Health’s third-party payment processor for the entire length of your Private Pay Subscription, regardless of whether or not you have used the Service during the Private Pay Subscription Period, until your Private Pay Subscription ends or is canceled. If any Private Pay Subscription Fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your Private Pay Subscription. You will be responsible for paying all past due amounts. You acknowledge that billing may not occur on the exact same date of each month.
Additional Private Pay Fees
You agree to pay all other fees and charges associated with your account that are not included in the Private Pay Subscription Fee, which may include, for example, appointment no-show fees, cancellation fees or late rescheduling fees, cost of prescribed medication and refills, costs of laboratory tests, and any fees for any Service that are not charged on a Private Pay Subscription model (collectively, “Additional Private Pay Fees”), on a timely basis and according to these Terms and the rates presented to you. By using the Service and incurring such Additional Private Pay Fees, you authorize us to bill and charge your payment method on file for such Additional Private Pay Fees in full.
Private Pay Trials and Promotional Fees
Workit Health may periodically offer discounts to its Service in the form of free trial periods or promotional fees. The terms of those discounts will be stated at the time you sign up or when you purchase a specific Service or product. If your Private Pay Subscription includes a free trial, you will not be charged the applicable Private Pay Subscription Fee during your free trial. To obtain the free trial, you may be required to provide a credit card or other payment method in order to ensure uninterrupted access and continued use after the expiration of the free trial. Upon completion of your free trial, your Private Pay Subscription will automatically convert into a paid Private Pay Subscription and your payment method will be charged the applicable Private Pay Subscription Fee unless you have canceled your Private Pay Subscription. If your Private Pay Subscription includes a promotional fee, you will be charged the promotional fee for the relevant number of billing periods and upon completion of that period, your Private Pay Subscription will continue to automatically renew at the full, non-promotional rate. You may cancel your Private Pay Subscription during your free trial or promotional period to avoid being charged the full applicable Private Pay Subscription Fee. You may only be permitted to use one free trial or promotional fee offer. If your Private Pay Subscription is ever canceled or terminated for any reason, and you purchase an additional Private Pay Subscription, you may not be eligible for a free trial or to take advantage of another promotional fee offer.
Changes to Private Pay Subscription Fees, Additional Private Pay Fees or Private Pay Subscription Features
All fees published on the Site or App are set by the Workit Health Parties in their sole discretion and we may change our fees from time to time. Workit Health will send notice of upcoming automatic renewal prior to renewing your Private Pay Subscription to the extent required by law. We may change the Private Pay Subscription terms, Private Pay Subscription Fees or Private Pay Additional Fees at any time on a go forward basis at our discretion. If the pricing for your Private Pay Subscription increases, we will notify you, and provide you an opportunity to change or cancel your Private Pay Subscription before applying those changes or charging you in connection with an automatic renewal. We may choose in our sole discretion to add, modify, or remove benefits and features from a Private Pay Subscription. Your continued enrollment in your Private Pay Subscription after the changes become effective will constitute your acceptance of the changes. If you do not wish to continue your Private Pay Subscription at the revised rates and/or terms, you must let Workit Health know prior to the end of your then current Private Pay Subscription Period in accordance with these Terms (so that at the end of that Private Pay Subscription Period, your Private Pay Subscription will end), otherwise the revised rate and/or terms will apply on and from the next Private Pay Subscription Period.
If you have health insurance, your insurance plan may cover all or a portion of your use of our Service. Subject to the terms of any written agreement between a Workit Health Clinic and the insurance plan, if you provide information about your health insurance to us, that will be deemed your authorization for the Workit Health Parties to submit claims and bill for the Service on your behalf and share necessary information with the insurance plan to process payments and reimbursements. If a Workit Health Clinic is in-network with your insurance plan, you may still be required to pay the cost of any co-pays for visits with a Workit Health Clinic, co-pays for prescribed medication (including refills), certain laboratory tests ordered by a Workit Health Clinic provider, or co-insurance or deductibles, which will vary depending on your insurance plan and may be billed separately.
Your insurance policy is a contract between you and your insurance plan, and it is your responsibility to know your benefits, including if your insurance has any deductible, co-payment, co-insurance, out-of-network, usual and customary limit, prior authorization requirements or any other type of benefit limitation for the Service you receive, and how your benefits will apply to your payments. If you purchase the Service with your insurance plan, you authorize the Workit Health Parties to charge your payment method on file for any fees not covered by your insurance, such as co-pays, co-insurance, and deductibles. If all or any portion of the Service are not covered or paid by your insurance plan for any reason or you do not have health insurance, you understand that you will be ultimately responsible for all fees and costs arising out of your use of the Service and agree to pay the full amount of all such fees and costs associated with your Login Credentials. Questions about non-payment should be directed to your insurance plan. You agree to inform Workit Health immediately if you lose your health insurance and/or can no longer pay for treatment.
Third-Party Payment Processor
All credit card, debit card and other monetary transactions on or through the App and Site occur through an online payment processing application that is provided by a third-party payment processor(s). Workit Health itself does not collect or store payment card information. If our third-party payment processor is unable to secure funds from your payment method for fees that are due for any reason, including, but not limited to, insufficient funds or insufficient or inaccurate information provided when submitting electronic payment, the Workit Health Parties may undertake further collection action, including application of fees to the extent permitted by law, and reserves the right to suspend or terminate your account or access to the Service. Stripe is currently our third-party service provider for payment services. Stripe processes your payments and by using our Service you agree to be bound by Stripe’s Services Terms available at https://stripe.com/us/legal.
Waiver of Claims and Unauthorized Payments
You agree to waive all claims against the Workit Health Parties, including Workit Health’s third-party payment processor(s), related to any unauthorized payments made on or through the use of your Login Credentials outside of Workit Health’s control, regardless of whether such payments are authorized or unauthorized. However, you may submit a claim of the unauthorized payment to Workit Health so that Workit Health can conduct a reasonable investigation as it sees fit under the circumstances. If appropriate, Workit Health will assist in correcting the alleged unauthorized payment, provided that such claim is received by Workit Health within thirty (30) days of the disputed charge or payment.
The Workit Health Parties reserve the right to refuse to provide the Service on suspicion of fraudulent or illegal activity associated with your use of the Service, including, but not limited to, stolen payment information.
Cancellations and Refunds
You may review the Workit Health Refund Policy at https://www.workithealth.com/refund-policy/ (the “Refund Policy”). The Refund Policy describes how we handle requests for Service cancellations and refunds. By agreeing to these Terms, you agree to the terms described in the Refund Policy at the time of your cancellation or refund request. In the event that we suspend or terminate your account or these Terms, you understand and agree that you shall receive no refund.
7. User Content
In connection with your use of the Service, we may receive or collect User Content from you. For purposes of the Agreements, “User Content” means any content, personal information (including without limitation, your name, contact information, activity tracking, food tracking, sleep tracking, biometric information, health readings, laboratory readings, drug testing results, and other personally identifiable information or personal health information), videos, audio clips, written comments, data, text, photographs, software, scripts, graphics, chat messages, works of authorship, or other information, in each case, where supplied by or collected from a user of the Service, including any feedback or suggestions for improvements, enhancements, or error corrections. For avoidance of doubt, User Content shall also include any information from medical devices, regardless as to whether such information was manually entered or supplied to us through the Service, or if you enable one or more medical devices to supply information to us automatically and such medical devices are supplied by a third-party on our behalf or are medical devices that you already possess or acquire on your own.
8. Rights to and Responsibilities for User Content
You hereby grant the licenses to use the User Content, as described below, to the Workit Health Parties and to other users of the Service. You represent and warrant to us that you own all rights, title, and interest in and to your User Content or are otherwise authorized to grant the licenses described in these Terms. You also represent that granting these licenses will not violate any law or infringe upon or violate the rights of any person or entity.
You consent and grant to the Workit Health Parties a perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free, fully paid, worldwide right and license to use, license, modify, reproduce, adapt, publish, translate, transmit, edit, distribute, perform, display, communicate publicly, create derivative works of, and otherwise use any User Content and incorporate any User Content in other works in any form, media, or technology, in each case, subject to the Agreements. You also consent to and permit any other user of the Service to access, display, view, store, and reproduce any User Content that you make available to any group within the Service or to the public for his or her personal use without compensation. Except for as set forth herein, you retain all ownership or license rights that you possess in your User Content.
By providing you with the ability to post and use User Content, we do not undertake any obligation or liability relating to those User Content, the User Content of others, or any related activities. We do not endorse any User Content. You acknowledge that all User Content submitted, uploaded, posted, transmitted, shared, or displayed are the sole responsibility of the person who made such User Content and that you are entirely responsible for all of your User Content. YOU WILL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USER CONTENT.
We do not control User Content from other users. Accordingly, we do not guarantee the authenticity, accuracy, integrity, or quality of any User Content. WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THE QUALITY OR ACCURACY OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF ANY USER, AND WE HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION PROVIDED BY OR ON BEHALF OF USERS IN CONNECTION WITH THEIR USE OF THE SERVICE.
You understand and agree that, in accessing or using the Service, you may be exposed to User Content that are offensive or objectionable. Although we reserve the right to do so, we have no obligation to monitor the Service or any User Content. WE DISCLAIM ANY ACTUAL OR IMPLIED DUTY TO MONITOR USER CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY USER CONTENT OR FOR THE QUALITY OR ACCURACY OF OTHER INFORMATION USERS PROVIDE THROUGH USING THE SERVICE.
9. Acceptable Use and Conduct
The Service is provided only for your personal, non-commercial, limited use in accordance with these Agreements. You are fully responsible for your use of the Service. As a condition to accessing or using the Service, you agree to abide by all applicable local, state, and federal laws, rules, and regulations in accessing and using the Service at all times, and you agree not to use the Service for any purpose that is prohibited by these Agreements.
In accessing and using the Service, you agree not to take (or permit any third party to take) any action that, in our sole discretion, we consider:
- threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, unlawful, obscene, offensive, or profane;
- promoting bigotry, racism, misogyny, or ethnic or religious hatred;
- infringing on any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity;
- constituting unauthorized or unsolicited advertising, junk email, bulk email, or other spamming;
encouraging conduct that would constitute a criminal or civil offense;
- involving commercial activities and/or sales that we have not authorized, such as contests, sweepstakes, lotteries, giveaways, barters, advertisements, gifting clubs, chain letters, pyramid schemes, or other fraudulent schemes;
- interfering with another user’s enjoyment of the Service; or
- attempting to impersonate any person or entity, including any of our employees or representatives, or misusing another person’s contact or account information.
In accessing and using the Service, you also agree not to take (or permit any third party to take) any action that:
- interferes or attempts to interfere with the proper working of the Service or any activities conducted on or as a part of the Service;
- circumvents or attempts to circumvent any technological measure implemented by us or any other third party (including another user) to protect or restrict access to any aspect of the Service, computer systems or networks, accounts, or submissions from other users or third parties;
- transmits or introduces software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of ours or any third party;
- deciphers, decompiles, disassembles, reverse engineers or otherwise attempts to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction;
- modifies, translates, or otherwise creates derivative works of any part of the Service;
- copies, rents, leases, distributes, or otherwise transfers any or all of the rights that you receive pursuant to these Agreements;
- imposes or may impose an unreasonable or disproportionately large load on our infrastructure (or the infrastructure of any of our third-party providers);
- records, processes, or mines information about other users without their consent; or
- uses manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site or App or other aspects of the Service.
You also agree not to upload, download, post, submit, or otherwise distribute or facilitate the distribution of any content on or through the Service that accomplishes the same effect or any prohibited actions described above. We reserve the right to edit, suspend, or remove any User Content from the Service at any time for any reason or for no reason at all and without notice to you. We also reserve the right to access, read, preserve, and disclose any information that we reasonably believe is necessary to:
- satisfy any applicable law, regulation, legal process, or governmental request;
- enforce these Agreements, including investigation of potential violations;
- detect, prevent, or otherwise address fraud, security or technical issues;
- respond to user support requests; or
- protect the rights, property, or safety of our company, our users, or the public.
10. Termination of Use; Discontinuation and Modification of the Service
We, in our sole discretion, without notice and at any time, may suspend or terminate your access to all or any part of the Service, including access to the Site or App. You agree that the Workit Health Parties are not liable to you or any third party for termination of your access to the Service. You acknowledge and agree that the Service is under development and will continually change as we determine from time to time. Workit Health reserves the right to terminate the provision of the Service, or any portion thereof, at any time. If you fail to fulfill any of your obligations under these Agreements, the Workit Health Parties and/or its licensors may pursue all available legal remedies available to them. You agree that Workit Health’s licensors may be entitled to enforce these Terms as third party beneficiaries; otherwise, there are no third-party beneficiaries to these Terms. The Terms which by their nature should survive expiration or termination shall survive according to their terms including, but not limited to, intellectual property rights and restrictions, dispute resolution (arbitration), warranty disclaimers, indemnification and limitation of liability.
11. Assumption of Risk; Release
By granting you the right to use the Service, you acknowledge and agree that you alone are responsible for your communications, interactions, agreements, representations, promises or any other involvement with other users of the Service. Workit Health reserves the right, but has no obligation, to monitor disagreements between you and other users. If you have a dispute with one or more users, you irrevocably and forever release the Workit Health Parties from claims, demands, and damages (actual, indirect, punitive and consequential) of every kind and nature, known and unknown, arising out of, related to, or in connection with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
12. Disclaimer of Warranty
THE SERVICE AND ALL COMPONENTS THEREOF INCLUDING, BUT NOT LIMITED TO, THE SITE, APP, AND CONTENT, ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE. TO THE EXTENT ALLOWED BY LAW, THE WORKIT HEALTH PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND THE SITE, THE APP, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING:
- ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON- INFRINGEMENT; AND
- ANY WARRANTY ARISING OUT OF COURSE OF DEALING, PERFORMANCE, USAGE, OR TRADE.
THE WORKIT HEALTH PARTIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, THE SITE, THE APP, OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY EMPLOYEE, REPRESENTATIVE OR AGENT OF THE WORKIT HEALTH PARTIES SHALL CREATE A WARRANTY FOR THE SERVICE AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. IN ADDITION, WORKIT HEALTH’S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICE. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless the Workit Health Parties from all liabilities, claims, losses, damages, and expenses, including reasonable attorneys’ fees, that arise from, relate to, or in connection with:
- your use or misuse of the Service or any component of the Service;
- your provision of any User Content or other data to the Workit Health Parties;
- your breach of these Agreements;
- your violation or alleged violation of any applicable foreign or domestic federal, state or local laws, rules, and/or regulations; or
- any infringement or alleged infringement by you or any third party using your Login Credentials of any intellectual property right or other right of any person or entity.
Workit Health reserves the right to assume the exclusive defense and control of any matter subject to this indemnification, in which case you agree to assist and cooperate with us in asserting any available defenses.
14. Limitations of Liability
IN NO EVENT SHALL THE WORKIT HEALTH PARTIES BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE, OR ANY COMPONENT OF THE SERVICE, FOR:
- ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER OR FOR ANY SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING);
- ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION);
- YOUR USE OR INABILITY TO USE OR RELIANCE ON THE SERVICE OR ANY COMPONENT OF THE SERVICE; OR
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE.
IN ADDITION, THE MAXIMUM LIABILITY OF THE WORKIT HEALTH PARTIES TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE SERVICE IS LIMITED TO THE LESSER OF THE AMOUNT PAID BY YOU FOR ACCESS TO OR USE OF THE SERVICE OR FIVE HUNDRED U.S. DOLLARS (USD $500.00).
YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THESE AGREEMENTS AND THAT THE SERVICE WOULD NOT BE PROVIDED TO YOU ABSENT THESE LIMITATIONS. YOU AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE WORKIT HEALTH PARTIES AND YOU. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENTS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU RESIDE IN ONE OF THOSE JURISDICTIONS. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Any claims against the Workit Health Parties arising in connection with your access to or use of the Service must be brought by you or on your behalf within one (1) year of the date of the event giving rise to that claim.
15. Electronic Communications
The communications between you and the Workit Health Parties use electronic means, whether you use, browse, or access the Site, use, download, or access the App, or send us emails, or whether we provide notices as described under these Agreements or otherwise communicate with you via email. For contractual purposes, you
- consent to receive communications from the Workit Health Parties in an electronic form; and
- agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Workit Health Parties provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing.
IN ADDITION, BY PROVIDING THE WORKIT HEALTH PARTIES WITH A PHONE NUMBER (INCLUDING A MOBILE PHONE NUMBER), YOU CERTIFY THAT THE PHONE NUMBER PROVIDED IS TRUE AND ACCURATE AND THAT YOU ARE AUTHORIZED TO ENROLL THE DESIGNATED PHONE NUMBER TO RECEIVE SMS MESSAGES. YOU ACKNOWLEDGE AND EXPRESSLY CONSENT TO THE WORKIT HEALTH PARTIES SENDING YOU COMMUNICATIONS THROUGH SMS MESSAGES, PRE-RECORDED VOICE CALLS, PUSH NOTIFICATIONS OR OTHERWISE (POTENTIALLY THROUGH AN AUTOMATED VOICE DIALING SYSTEM), THAT WE DETERMINE, IN OUR SOLE DISCRETION, ARE RELATED TO YOUR USE OF, OR PARTICIPATION IN, THE SERVICE. YOUR ACCESS AND PARTICIPATION IN THE SERVICE IS NOT LIMITED BY YOUR REFUSAL TO GIVE THIS CONSENT. FOR SMS MESSAGES, STANDARD MESSAGE AND DATA RIGHTS MAY APPLY. TO REVOKE THIS CONSENT OR OPT OUT OF SMS MESSAGES, FOLLOW THE OPT OUT REQUIREMENTS INCLUDED IN A WORKIT HEALTH-GENERATED SMS MESSAGE OR EMAIL WORKIT HEALTH AT firstname.lastname@example.org. FOLLOWING OPT OUT, YOU CONSENT TO RECEIVING ONE FINAL SMS MESSAGE FROM THE WORKIT HEALTH PARTIES CONFIRMING YOUR REQUEST.
The Workit Health Parties devote considerable effort and resources to protect and secure your personal information. However, you acknowledge that email and SMS messages are not natively secure methods of communication and the Workit Health Parties cannot ensure the security or confidentiality of messages sent by email and/or SMS messages. Information, including your personal information, transmitted by email or SMS may not be encrypted and could be read by a third party. If you would prefer not to exchange your personal information via email or SMS, please notify us at email@example.com.
16. Your Systems and Connections to the Service
You are responsible for obtaining, installing, operating, and maintaining all software, hardware, devices, or other equipment (collectively, the “Systems”) that may be necessary for you to access and use the Service and any internet and/or wireless services via the providers of your choice (the “Connections”). This responsibility includes, without limitation, utilizing current versions of web-browsers, operating systems, appropriate encryption, antivirus, anti-spyware, and internet security software. By accessing or using the Service, you demonstrate and agree that you can access information that we post electronically and receive electronic communications from us. In connection with your access to and use of the Service, you understand and agree that:
- you are responsible for the data security of the Systems that you use (or any third party on your behalf uses) to access the Service and for the transmission and receipt of information using those Systems;
- using open networks such as the Connections is associated with certain security, corruption, transmission error, and access-availability risks, and you expressly assume those risks;
- you have made your own independent assessment of the adequacy of the Systems and the Connections and are satisfied with that assessment; and
- we are not responsible for any errors or problems that arise from the malfunction or failure of the Systems or the Connections.
WE ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, INTERRUPTION, FAILURE, CORRUPTION OF, UNINTENDED ACCESS TO, OR DISCLOSURE OF ANY INFORMATION THAT YOU OR YOUR AGENTS TRANSMIT TO US UNTIL THAT INFORMATION REACHES US. IN ADDITION, BY AGREEING TO RECEIVE EMAILS, TEXT MESSAGES, PUSH NOTIFICATIONS, OR OTHER ELECTRONIC COMMUNICATIONS FROM US, YOU AGREE TO ACCEPT ANY RISK AND DAMAGE ARISING FROM THE DISCLOSURE OF THOSE COMMUNICATIONS IN TRANSMISSION.
17. Audio and Video Recording
The Service utilizes telehealth technology to connect you with a Workit Health Clinic. Such consultations may be conducted by videoconferencing, video images, high quality still image and/or by telephone conference. By agreeing to these Terms, you consent and authorize the Workit Health Parties to audio record, video record, and/or photograph all consultations as necessary for providing quality health care services via telehealth technology. You consent and authorize that all or a portion of the recordings, videos or images may become part of your medical record and that such information may be used for internal purposes, such as quality improvement or education. If such information is used externally for the advancement of medical knowledge or educational purposes, then your identity will remain anonymous and such uses will be governed by Workit Health’s Notice of Privacy Practices.
18. Consent for Release of Medication History
Certain third party services (such as, without limitation, Surescripts) connect pharmacies, care providers, benefit managers, and operate a network to allow for the movement of electronic clinical health information between different health information systems. Through these networks, authorized prescribers and pharmacies can gain access to prescription information and related information for use in providing clinical care to patients.
What is a Medication History?
Medication history services allow prescribers and pharmacists to use the foregoing networks to access a patient’s medication history across providers, at the point of care. This service can be used in the course of providing routine care, as well as during emergencies. In both cases, medication histories enable health care providers to make a more informed clinical decision. To provide this service, these third parties connect to a patient’s medication history data stored in the databases of community pharmacies and pharmacy benefit managers and then present that data to prescribers through software from a certified vendor.
You understand that the Workit Health Parties may deploy an integrated electronic medical record that is used by the Workit Health Clinics and the Workit Health Parties and its employees and other users. You acknowledge that by agreeing to these Terms, you are consenting and agreeing that the Workit Health Clinics and the Workit Health Parties and its employees and other users may request, access, and receive your medication history data from third parties providing such a service (such as, without limitation, Surescripts). You understand that you can withdraw your consent for the Workit Health Clinic and the Workit Health Parties and its employees and other users to access your medication history data from these third parties by contacting the Workit Health Parties and completing the appropriate opt-out form. You understand that revoking this consent will not have any effect on actions taken prior to such revocation.
19. Third-Party Offerings
The Service may allow you to display, use, receive, include, or make available other content, data, information, applications, services, or materials from third parties (collectively, the “Third-Party Offerings”). When you use any Third-Party Offerings, YOU DO SO AT YOUR OWN RISK. To the extent that the Service contains links to third-party sites, when you access those links, you do so at your own risk. Our inclusion of any links to Third-Party Offerings does not imply any endorsement or recommendation by us or any association with the providers of such Third-Party Offerings. None of the Third-Party Offerings are under our control and we are not responsible for any failure of such Third-Party Offerings.
WE HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COLLECTION AND USE BY ANY THIRD-PARTY OFFERINGS OF ANY INFORMATION THAT YOU SUPPLY TO THEM OR THAT WE SUPPLY TO THEM AT YOUR REQUEST OR INSTRUCTION, AS WELL AS THE AVAILABILITY, PERFORMANCE, TECHNICAL FAILURES, CONTENT, ACCURACY, EFFICACY, APPROPRIATENESS, SAFETY, LEGALITY, OR SECURITY OF THIRD-PARTY OFFERINGS OR ANY OTHER ASPECT OF THEIR FUNCTIONING OR INTERACTIONS. YOU AGREE TO ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES, LOSS, OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, THAT RESULTS FROM OR IS ALLEGED TO HAVE RESULTED FROM YOUR USE OF THIRD-PARTY OFFERINGS.
Notices to you hereunder shall be sent to the email address Workit Health has on file for you when you registered for the Service and, for users from whom Workit Health has not collected an email address or users that have otherwise requested to be removed from our email contact list, by prominently posting notice on the Site or App. Notices to Workit Health shall be sent to 3300 Washtenaw Ave., Ste. 280, Ann Arbor, MI 48104, Attention: Legal.
21. Governing Law
The Agreements shall be governed by and construed in accordance with the laws of the State of Michigan, USA without regard to its conflicts of laws provision. For all claims not otherwise subject to arbitration, the parties hereby consent to the exclusive jurisdiction and venue in the state courts in Washtenaw County, Michigan or any federal court located therein. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys’ fees) that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
23. Complete Agreement, Waiver, Severability
The Agreements are the entire and exclusive understanding and agreement between you and the Workit Health Parties regarding your use of the Service. The Agreements supersede all prior agreements, proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and the Workit Health Parties relating to the Service, the Site, the App, the Content, or the terms of its license to you, and may only be modified in writing signed by you and an authorized officer of Workit Health. In the event any term of the Agreements is held by a court of competent jurisdiction not to be enforceable, such unenforceability shall not affect the remaining terms of the Agreements in such jurisdiction or render unenforceable or invalidate such terms and provisions of the Agreements in other jurisdictions. Upon such determination that any of the terms of the Agreements are held to be invalid under any applicable statute or rule of law, they shall be severed from the Agreements and the remaining provisions of the Agreements shall be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.
You may not assign or transfer the Agreements or your rights under the Agreements, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Agreements at any time without notice or consent.
25. Modification of the Agreements
We reserve the right, at our sole discretion, and at any time, to change or update the terms of the Agreements. Please check the Agreements periodically for changes or updates. Immaterial modifications are effective upon publication. If a change or update to the terms and conditions of the Agreements materially modify your rights or obligations, we will update the “last updated” date at the top of this page and make reasonable efforts to notify you that material changes have been made to the Agreements. Your continued use of the Service after any such change or update constitutes your acceptance of the new terms and conditions of the Agreements. If you do not agree to the revised Agreements, do not use or access (or continue to access) the Service.
26. Binding Arbitration
Any and all Disputes arising under, related to, or in connection with the Service and the Agreements shall be resolved by binding arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) in accordance with its then existing streamlined arbitration rules (“Arbitration”), subject to the following modifications to the JAMS rules:
- the Arbitration shall be conducted by a single arbitrator at the JAMS office in Ann Arbor, Michigan;
- if the parties cannot mutually agree upon an arbitrator, the arbitrator shall be appointed under the JAMS rules and shall be neutral and impartial;
- the arbitrator will deliver his or her final decision in writing, together with a summary of the reasons for the decision, including citations to legal authority to the extent appropriate;
- the final decision of the arbitrator shall be non-appealable and binding on both parties; and
- any award made by the arbitrator shall be for monetary relief only, consistent with the terms of the Agreements, and shall be restricted to a remedy that would otherwise be available under the Agreements.
Judgment on the final award in the Arbitration may be entered, confirmed and enforced in any court having jurisdiction thereof. Nothing in this section shall preclude any party from seeking interim or provisional relief concerning the Dispute, including a temporary restraining order, a preliminary injunction or an order of attachment, either prior to or during Arbitration, if reasonably necessary to protect the interests of such party. In any action or proceeding to enforce rights under the Agreements, the prevailing party will be entitled to recover costs and attorneys’ fees when such are provided for by state or federal law.
Through the Agreements, the parties signify that they understand and agree that the Arbitration shall be instead of a trial before a court or jury or a hearing before a government agency and that they are expressly waiving any and all right to a trial before a court or jury or before a government agency regarding any Disputes which they now have or which they may in the future have that are subject to Arbitration under the Agreements. Notwithstanding any choice of law or other provision in the Agreements, the parties agree and acknowledge that the Agreements evidence a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA“), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and JAMS rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and JAMS rules are found to not apply to any issue that arises under the Agreements or the enforcement thereof, then that issue shall be resolved under the laws of the State of Michigan.
A “Dispute” includes any and all disputes, claims, questions, disagreements, or controversies arising out of, related to, or in connection with:
- the parties’ relationship (including your relationship with any and all of the Workit Health Parties);
- the Agreements including, but not limited to, the Service, any use of any technology including the Site and App, or any third-party technology, or the Content;
- the interpretation, enforceability, revocability, or validity of the Agreements or any prior versions thereof, or the arbitrability of any such dispute, claim, question, disagreement, or controversy; or
- any other matters, regardless as to whether such Dispute was initially raised before the effective date of the Agreements.
The parties shall use reasonable efforts to settle any Dispute. To this effect, prior to petitioning for binding Arbitration, the parties shall consult and negotiate with each other in good faith and attempt to reach a just and equitable solution satisfactory to both parties, including via mediation if the parties mutually agree. If the parties do not reach a solution within a period of sixty (60) calendar days from the first notice of a Dispute then, upon notice by either party to the other, all Disputes shall be finally settled by binding Arbitration in accordance with the terms and conditions set forth herein. In order to initiate any informal or formal dispute resolution, the initiating party must provide the other party with written notice, with an explanation setting forth the nature of the Dispute in reasonably sufficient detail, and the relief that is demanded.
Any and all requests for Arbitration shall be commenced within twelve (12) months of the first occurrence of the Dispute. Any filing fees or other related costs required to commence the Arbitration shall be split evenly by the parties, unless otherwise required by the rules of JAMS or by applicable law. Notwithstanding the aforementioned sentence, each party shall be wholly responsible for its own expenses, including, but not limited to, attorneys’ fees and other expenses.
THE PARTIES AGREE THAT ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS, NOT AS A REPRESENTATIVE, COLLECTIVE, OR CLASS WIDE BASIS AND THAT AN ARBITRATION PROCEEDING BETWEEN THE PARTIES MAY NOT BE CONSOLIDATED WITH ANY OTHER ARBITRATION PROCEEDING BETWEEN THE WORKIT HEALTH PARTIES AND ANY OTHER PERSON, CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, OR ANY OTHER ENTITY. IN ADDITION, UNLESS THE PARTIES OTHERWISE AGREE IN WRITING, THE ARBITRATOR SHALL NOT CONSOLIDATE MORE THAN ONE PERSON’S PROCEEDING AND SHALL NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY REPRESENTATIVE, COLLECTIVE, OR CLASS WIDE PROCEEDING. YOU ACKNOWLEDGE AND AGREE THAT THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
The parties expressly state their intent and desire to avoid costly discovery and their mutual goal of a speedy and inexpensive resolution of Disputes via Arbitration. Consistent with this intent and the expedited nature of Arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents on which the producing party may rely in support of or in opposition to any claim or defense. Any Dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator, which such determination shall be conclusive. Unless the parties agree otherwise in writing, all discovery shall be completed no later than ninety (90) calendar days following the appointment of the arbitrator; provided, however, that either party may petition the arbitrator for a reasonable extension of the discovery period.
27. Apple iOS App
If you use the Service through the App that you downloaded, accessed and/or used and that runs on Apple’s iOS operating system (an “iOS App”), you acknowledge and agree that:
- the iOS App may only be accessed and used on a device owned or controlled by you and using Apple’s iOS operating system;
- these Terms are between you and the Workit Health Parties, and not with Apple;
- Apple has no obligation at all to provide any support or maintenance services in relation to the iOS App, and if you have any maintenance or support questions in relation to the iOS App, please contact Workit Health, not Apple;
- except as otherwise expressly set forth in these Terms, any claims relating to the possession or use of the iOS App are between you and the Workit Health Parties (and not between you, or anyone else, and Apple);
- in the event of any claim by a third party that your possession or use (in accordance with these Terms) of the iOS App infringes any intellectual property rights, Apple will not be responsible or liable to you in relation to that claim; and
- although these Terms are entered into between you and the Workit Health Parties (and not Apple), Apple, as a third party beneficiary under these Terms, will have the right to enforce these terms against you.
In addition, you represent and warrant that:
- you are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country;
- you are not listed on any United States Government list of prohibited or restricted parties; and
- if the iOS App does not conform to any warranty applying to it, you may notify Apple, which will then refund the purchase price of the iOS App (if any) to you. Subject to that, and to the maximum extent permitted by law, Apple does not give or enter into any warranty, condition or other term in relation to the iOS App and will not be liable to you for any claims, losses, costs or expenses of whatever nature in relation to the iOS App or as a result of you or anyone else using the iOS App or relying on any of its content.
For additional information
If you have any questions about the Agreements, please contact firstname.lastname@example.org.