Effective: September 09, 2014
Last modified: October 06, 2017
IF YOU ARE A PARENT OR GUARDIAN ACCEPTING THESE TERMS ON BEHALF OF A MINOR YOU ALSO REPRESENT AND WARRANT THAT YOU HAVE READ AND AGREE TO THESE TERMS ON BEHALF OF THE MINOR AND ON YOUR OWN BEHALF. AS A PARENT OR GUARDIAN OF A MINOR USING THE SERVICES YOU ALSO ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE SERVICES ARE SUBJECT TO THIS AGREEMENT.
Use of the Services.
General . Subject to the terms and conditions of this Agreement, and during the term of this Agreement, Vida Health grants you a non-exclusive and non-transferable right to access and use the Services in accordance with the terms of this Agreement, and any documentation made available to you by Vida Health solely for purposes of your personal use of the Services. The Services are limited to users in the United States. The Services are enabled by technology, software and certain content delivered electronically. You agree that you will not reverse-engineer, decompile, disassemble, translate, or otherwise attempt to obtain access to the source code of, any aspect of the Services, including any and all technology, software and content. You will not copy, reproduce, alter, create derivative works from, or otherwise modify the Services, including any and all technology, software and content. You will not lease, loan, sublicense, distribute, or otherwise provide others access to or with any aspect of the Services. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services are granted to you, and all such licenses and rights are hereby expressly reserved.
The Services have been designed by Vida Health with the purpose of assisting people achieve their health goals though healthy life style choices and behavior. We encourage you to consult with your healthcare provider before commencing the Services. You represent that you are in good enough health to begin these Services, which may include changes to your diet or level of physical activity, among other things. If you have been diagnosed with a chronic disease or other health condition, you represent that you have obtained the express approval from a health care professional to receive the Services before using them. The Services requires your active engagement and participation. You understand that, despite your efforts, individual users’ results will vary for a variety of reasons and Vida Health cannot guarantee that you will achieve your health goals.
Health Coaches. Vida Health will match you with a health coach who will consult with you via telephone, video conference, email or other online tools. We strive to maintain the client-health coach relationship throughout your use of the Services but reserve the right to change your health coach at any time. Our health coaches provide you with peer to peer support, encouragement and practical tips to help overcome barriers to meeting your health goals .
FOR PURPOSES OF HEALTH COACHING SERVICES ONLY, IT IS IMPORTANT TO UNDERSTAND THAT THE SERVICES DO NOT INCLUDE THE PROVISION OF MEDICAL CARE BY THE COMPANY. VIDA HEALTH IS NOT A LICENSED MEDICAL CARE PROVIDER, AND OUR HEALTH COACHES ARE NOT ACTING IN A HEALTH CARE PROFESSIONAL CAPACITY. OUR HEALTH COACHES DO NOT PROVIDE ANY MEDICAL, CLINICAL SERVICES, AND DO NOT DIAGNOSE, TREAT OR MANAGE ANY ILLNESS, DISEASE OR CONDITION OR HOLD THEMSELVES OUT AS BEING ABLE TO DO SO. VIDA HEALTH AND ITS HEALTH COACHES DO NOT HAVE EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL OR PSYCHOLOGICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC EXERCISE ON A MEDICAL CONDITION. YOU SHOULD NOT CHANGE YOUR TREATMENT OR CARE PLAN, MEDICATION OR THERAPY BASED ON INFORMATION YOU RECEIVED THROUGH THE SERVICES OR FROM ONE OF OUR HEALTH COACHES. CONSULTATION WITH OUR HEALTH COACHES IS SUPPLEMENTAL TO ANY TREATMENT OR CARE PROVIDED BY YOUR HEALTH CARE PROVIDER AND SHOULD NOT REPLACE REGULAR MEDICAL VISITS WITH YOUR HEALTH CARE PROVIDER. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PRACTITIONER REGARDING YOUR MEDICAL CONDITION OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. INFORMATION PROVIDED BY OUR HEALTH COACHES IS OFFERED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A RECOMMENDATION OR ENDORSEMENT OF ANY DRUG, DEVICE OR TREATMENT OR REPRESENTATION THAT A PARTICULAR DRUG, DEVICE OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. QUESTIONS REGARDING ANY DRUG, DEVICE OR TREATMENT ALWAYS SHOULD BE DIRECTED TO YOU HEALTHCARE PROVIDER. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN CONNECTION WITH OUR SERVICES. ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION OR EXPERIENCE ANY CHANGES IN YOUR CONDITION OR HEALTH STATUS. ALTHOUGH VIDA HEALTH COACHES ARE AVAILABLE 24/7 TO PROVIDE COACHING (E.G., ADVICE ON MEAL SELECTION WHILE AT A RESTAURANT), THEY DO NOT PROVIDE EMERGENCY SERVICES. THE SERVICES DO NOT INCLUDE EMERGENCY, TIME SENSITIVE OR URGENT, REMOTE OR CRITICAL CARE SERVICES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM IMMEDIATELY.
You will receive a user account for our personal use that requires a username and password. You are responsible for all activities that occur under your user account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you provide; (ii) maintain the confidentiality of your password and user account information; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify the Company promptly of any such unauthorized use; and (iv) comply with all applicable local, state, and federal laws in using the Services.
Term and Termination
The term of this Agreement will begin upon your successful registration for the Services and will continue indefinitely unless terminated by either party as permitted herein.
You acknowledge and agree that the Company may suspend or terminate your access to the Services if you (a) breach any term of this Agreement, or (b) engage in any conduct that the Company determines in its discretion may have an adverse effect on the Company or its reputation. Upon termination, you will no longer have access to the Services or the health coaches, mobile application or other content provided through the Services. In addition to termination, Company reserves the right to pursue any and all remedies available to it in the event of such a breach or conduct.
Fees. Services fees for the Term will be paid in accordance with your registration confirmation. You acknowledge that access to the Services many be suspended until payment is received in full. All Service Fees are exclusive of any tax, levy, or similar governmental charge that may be assessed. You are solely responsible for all taxes based upon the provision, sale or use of the Services, excluding any taxes based on the Company’s net income.
Patient Financial Responsibility/Payment Policy/Assignment of Benefits Payment is due at time of registration for all patients. Vida Health will bill your insurance as a courtesy and make every effort to ensure claims are promptly and correctly submitted. In order for Vida Health to submit a claim, you must provide your current insurance card and complete billing information. You will be responsible for any deductible, co-insurance, co-pay or any service(s) deemed a “non-covered benefit” by your insurance carrier at the time the Services were rendered to you.
You will provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your Company account. You shall not use a false nature, e-mail address or phone number or otherwise enter information with the intent to impersonate another person.
Content. The information presented on or through the Services is made available to you solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. The Services may provide information about health and wellness and certain health conditions. However, the Services should not be construed as providing any kind of medical advice or recommendation, and should not be relied on as the basis for any clinical decision or action. Patients should not use the information contained on the Services for diagnosing a health problem or disease. Medical advice should always be sought from a licensed, qualified medical practitioner. We disclaim all liability and responsibility arising from any reliance placed on such materials by you.
Service Access and Changes. We reserve the right to withdraw or amend these Services or materials we provide in connection with the Services in our sole discretion. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some or all of the Services to users. We also may update the Services’ content from time to time. While we make reasonable efforts to maintain current information, we cannot guarantee that the Services’ content is complete or up-to-date.
Intended for Users Over 13 . The Services are not for use by any individuals under the age of 13. We will not knowingly collect information or provide Services to anyone under the age of 13.
Indemnity. You agree to defend, indemnify, and hold the Company, its officers, directors, partners, employees, contractors, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Services.
DISCLAIMER. YOU SHOULD NOT CONSIDER THE SERVICES OR THE DOCUMENTATION AS MEDICAL ADVICE OF ANY KIND. EXCEPT AS EXPRESSLY INDICATED IN THE CONTEXT OF THERAPY SERVICES, THE SERVICES ARE NOT INTENDED TO TREAT ANY ILLNESS, DISEASE, OR ADVERSE MEDICAL CONDITION OR MANAGE A CHRONIC DISEASE OR CONDITION. By using the Services, you expressly agree that use of the Services is at your sole risk. With regard to technological aspects, the Services are provided on an “AS IS” and “as available” basis. NEITHER the Company nor its officers, directors, managers, members, employees, agents, third-party content providers, designers, contractors, distributors, merchants, sponsors, licensors or the like (collectively, “Affiliates ”) warrant that use of the Services will be uninterrupted or error-free. Neither The Company nor its Affiliates warrant the accuracy, integrity or completeness of the content provided on the Services or the products or services offered for sale on the Services. Further, the Company makes no representation that content provided on the Services is applicable to, or appropriate for use in, locations outside of the United States. The Company and its Affiliates specifically disclaim all warranties, whether expressed or implied, including but not limited to warranties of title, merchantability or fitness for a particular purpose. No oral advice or written information given by the Company or its Affiliates will create a warranty. Some states do not allow the exclusion or limitation of certain warranties, so the above limitation or exclusion may not apply to you.
Void Where Prohibited. The Services are intended solely for users in the United States. The Services are not available to all persons or in all geographic locations. Any offer for any feature, product or service made on the Services is void where prohibited.
Governing Law. You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions..
DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THIS CAREFULLY; IT AFFECTS YOUR RIGHTS. We want you to be happy with the Company’s Services. If, for some reason, we cannot resolve any concern you may have with our Services to your satisfaction, you and the Company each agree to try to resolve those disputes in good faith after you provide written notice of the dispute as set forth below. If we cannot resolve the dispute, you and the Company agree that we will resolve the dispute through individual binding arbitration or small claims court, instead of courts of general jurisdiction.
Dispute Notice And Dispute Resolution Period. Before initiating an arbitration or a small claims matter, you and the Company each agree to first provide to the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute to the Company should be sent to:
Vida Health Inc
26 O’Farrell St. Suite 310
San Francisco CA 94115
The Company will provide a Notice of Dispute to you by email to the address provided in your user account.
The Company will provide you a designated representative to work with to try to resolve your Dispute to your satisfaction. You and the Company agree to make attempts to resolve the Dispute prior to commencing an arbitration or small claims action. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or the Company may commence an arbitration proceeding or small claims action.
Arbitration Terms, Process, Rules And Procedures. (1) Unless you and the Company agree otherwise, the arbitration will be conducted by a single, neutral arbitrator and will take place in the county where the Services were provided. The arbitration will be governed by either: (a) rules that we mutually agree upon; or (b) the JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as modified by this agreement to arbitrate, including the rules about the filing, administration, discovery and arbitrator fees. The JAMS rules are available on its website at www.jamsadr.com. Notwithstanding any JAMS Rule to the contrary or any other provision in arbitration rules chosen, by agreement, to govern the arbitration, we each agree that all issues regarding the Dispute are delegated to the arbitrator to decide.
(2) The Federal Arbitration Act (“FAA”) applies to this Agreement and arbitration provision. We each agree that the FAA’s provisions—not state law—govern all questions of whether a Dispute is subject to arbitration. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to PreDispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply. However, nothing in this paragraph will require or allow you or the Company to arbitrate on a class-wide, representative or consolidated basis.
(3) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER IN ANY PUTATIVE CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
(4) We each are responsible for our respective costs, including counsel, experts, and witnesses. The Company will pay for any filing or case management fees associated with the arbitration and the professional fees for the arbitrator’s services.
(5) An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court with jurisdiction.
(6) As an alternative to arbitration, we may resolve Disputes in small claims court in the county where Services were provided. In addition, this arbitration agreement does not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against the Company on your behalf.
The arbitrator will write an award explaining the decision and the findings and conclusions supporting it.
No Trial By Jury And No Class Action IF FOR ANY REASON A CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY WAY PROCEEDS IN COURT RATHER THAN IN ARBITRATION, REGARDLESS OF WHETHER THE CLAIM IS AN ACTION, COUNTER-CLAIM OR ANY OTHER COURT PROCEEDING, WE EACH AGREE THAT TO THE EXTENT ALLOWED BY LAW, THERE WILL NOT BE A JURY TRIAL OR CLASS ACTION AND WE EACH UNCONDITIONALLY (1) WAIVE ANY RIGHT TO TRIAL BY JURY AND (2) WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS WIDE BASIS, INCLUDING JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY OTHER PROCEEDING.