User Agreement for myAgileLife™ platform

SUMMARY OF IMPORTANT LEGAL INFORMATION

 

Last Updated: July 14, 2020

 

The myAgileLifeTM digital engagement platform is owned and operated by Agile Health, Inc. ("Agile Health") and its licensors and includes a family of programs and information services that are available and delivered through SMS text messaging in combination with internet and mobile applications, including www.webmdhealth.myagilelife.com, and are related to a variety of personal health improvement and health management objectives (collectively, the "Agile Health Services”). All use of the Agile Health Services is subject to the User Agreement set forth below. By downloading, logging into and/or using the Agile Health Services, you acknowledge that you have read and understood the User Agreement and that you agree to abide by it.  

As described in more detail below, we agree that you exclusively own your personal information, and we will use the information you supply for the purpose of providing you with customized messages, information, and support related to your objective in accessing the Agile Health Services.

The Agile Health Services are designed for educational, motivational, and skill-building purposes only. They are intended to supplement, not to replace consultation with a healthcare professional. You should not use information from the Agile Health Services to diagnose or treat a health problem or disease. We encourage you to consult your health care provider with any questions or concerns you may have regarding your health condition. The information contained in the Agile Health Services is not intended to cover all possible uses, directions, precautions, warnings, drug interactions, allergic reactions, or adverse effects. If you have questions about the drugs you are taking and/or techniques you are using check with your doctor, nurse, pharmacist, or other healthcare provider.

Agile Health and its licensors retain all copyrights and other proprietary rights in or relating to the Agile Health Services. You may not sell, transfer, reproduce, transmit, distribute, perform, or display any portion of the Agile Health Services, including the content thereon (“Content”), without our written consent.


USER AGREEMENT

PLEASE READ THIS USER AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE USING THE AGILE HEALTH SERVICES. We provide Internet-based and cellular text messaging-based support and health information on and through the Agile Health Services. By using the Agile Health Services, you signify your understanding of and agreement to this Agreement. 

Section 1.         Acceptance.

  1. To use the Agile Health Services, you must agree to all of the terms contained herein by checking the box next to the User Agreement link before accessing or using the Agile Health Services. By checking the box and accepting this Agreement, you agree to participate in a mobile and internet enabled conversation about your health and certain targeted health objectives via SMS text messaging, and you agree to and are bound by the terms, conditions, policies, and notices contained in this Agreement, including without limitation conducting this transaction electronically, certain third party terms and conditions, disclaimers of warranties, damage and remedy exclusions and limitations, and binding arbitration to resolve disputes arising under this Agreement.

  2. We may revise and update this Agreement at any time. Please periodically review this Agreement as posted on the Agile Health Services because your continued use of the Agile Health Services after changes have been posted will indicate your acceptance of those changes.

Section 2.         Disclaimer; No Medical Advice.

THE CONTENT ON AND IN THE AGILE HEALTH SERVICES IS NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR HEALTH, ANY MEDICAL CONDITION, OR ANY RELATED PRODUCTS OR SERVICES. NEITHER THE CONTENT NOR ANY OTHER SERVICE OFFERED BY OR THROUGH THE AGILE HEALTH SERVICES IS INTENDED TO BE RELIED ON FOR MEDICAL DIAGNOSIS OR TREATMENT. NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON OR IN THE AGILE HEALTH SERVICES. IN AN EMERGENCY CALL 911 OR YOUR LOCAL EMERGENCY ASSISTANCE NUMBER.

Section 3.         General Information About Agile Health.

  1. Your Information. Any information you provide is not a medical record. However, all such information will be treated as private and confidential by Agile Health, as discussed in Agile Health's Privacy Policy set forth below.

  2. Our Information. We strive to make the Agile Health Services valuable resources of information for our users. However, we cannot ensure that information we provide is exhaustive or complete on every subject or that it will necessarily include all of the most recent information available on a particular topic. This information is of a general nature and we urge you to review it with your personal physician. Users should never delay, ignore, or fail to obtain medical advice based on information obtained from the Agile Health Services. Information and statements about treatment protocols, supplements and aids have not been evaluated by the U.S. Food and Drug Administration and are not intended to diagnose, treat, cure, mitigate, or prevent any disease or health condition. Agile Health does not necessarily endorse manufacturers' or others' claims about the efficacy of these products. We specifically disclaim any guarantee or warranty, express or implied, with respect to any products or services provided, including any warranty of merchantability or fitness for a particular purpose. No information conveyed by Agile Health either orally or in writing shall create such a warranty.

  3. Our Staff. Our staff may include medical practitioners, including without limitation, physicians, pharmacists, nutritionists, nurses, nurse practitioners, and other health care professionals. None of these medical practitioners will provide health care services to you, and they should not be considered to be in a physician-patient, clinical, or treatment relationship with you. The information you obtain from the Agile Health Services should not substitute for or be used instead of a relationship with a health care professional. All users are encouraged to seek the advice of, and regularly consult with, physicians and other health care professionals of their selection. We will not obtain any of your medical records, monitor your care, or establish a confidential patient relationship with you. Simply put, we are not your treating or caregiving health care professional or provider.

  4. Information from Others. The Agile Health Services may include or provide links to other websites. These other websites may provide opinions, recommendations, or other information from various individuals, organizations, or companies. In providing such links, we do not investigate the content of such information. We do not endorse, guarantee, warrant, or recommend the accuracy of such information or necessarily subscribe to any such websites' opinions or recommendations.

Section 4.         Accessing and Using the Agile Health Services.

  1. Availability. The Agile Health Services are available worldwide to anyone with internet access or a cellular network and phone. However, the Agile Health Services may not be continuously available due to maintenance or repairs or due to computer problems or crashes, disruption in internet service, telecommunications provider outages, or other unforeseen circumstances. Further, a reference to a product or service on or in the Agile Health Services does not imply that such product or service is or will be available in your location. The Content of the Agile Health Services is intended for use and display only where its use and display are permissible in accordance with applicable laws and regulations.

    Mobile Services. You understand and acknowledge that your use of the Agile Health Services using a platform such as a mobile device or other portal to the Agile Health Services is subject to any agreements you have with your network service provider and any fees they may charge, including without limitation, fees for text messaging, data use or internet access, are your sole responsibility. DEPENDING ON YOUR WIRELESS PLAN, YOU MAY BE CHARGED A FEE FOR MESSAGE TRANSMISSION AND DELIVERY BY YOUR NETWORK PROVIDER.

    You agree and accept that your use of the Agile Health Services may be limited by your network operator or by the capabilities or capacities of your terminal or mobile device. The Content and/or Agile Health Services are not available on all carriers. You acknowledge that certain operators do not support or offer certain mobile network services, such as delivery of messaging and mobile internet access. You understand and agree that the Agile Health Services may not, in part or in whole, be available to you if your mobile network operator does not support them in a standard that conforms to the Agile Health Services.

    1. Message Frequency. Message frequency varies by program and user.

    2. Message Pricing. Message and data rates may apply.

    3. Opt-Out.You can cancel at any time by texting STOP to 63141.

    4. Help. For Help text HELP to 63141.

    5. Customer Service. For Customer Service, please contact 1-866-821-6091.

  2. User Responsibility for Account Use. By setting up an account, you agree to (i) provide us with accurate and complete information, and (ii) promptly update your account information with any new information that may affect the operation of your account. You may not use false identities or impersonate any other person or use a username or password that you are not authorized to use. Please notify us as soon as possible at cs@webmdhealth.myagilelife.com of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including but not limited to loss, theft, or unauthorized disclosure of your password. You are responsible for all usage or activity on your Agile Health account. Any fraudulent, abusive, or otherwise illegal activity, or any violation of this Agreement, may be grounds for termination of your account in our sole discretion.

  3. Links to Third-Party Websites. We may provide links to websites and access to content from our affiliates and strategic partners. Information and views contained on linked websites are not ours, and you should refer to the separate terms of use, privacy policies, and other rules posted on those sites before you use them. We do not author, endorse, edit, or monitor them, and cannot be responsible or liable for (i) the availability or content provided on such linked sites; (ii) third party content accessible through linked sites; (iii) any loss or damage you may incur from these sites; or (iv) your dealings with any third parties and their products and services found on or through these websites. Agile Health does not control, makes no guarantees about, and disclaims any express or implied representations or warranties about the accuracy, relevance, timeliness, completeness, or appropriateness for a particular purpose of the information or the resources contained on these or any internet sites. We reserve the right to terminate such links at any time. The fact that Agile Health offers such links should not be construed in any way as an endorsement, authorization, or sponsorship of any third-party site or its content, products, or services.

Section 5.         Grant of License and Restrictions.

  1. Grant of License.In exchange for your acceptance of this Agreement, Agile Health grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to use the Agile Health Services solely for your personal, non-commercial purposes. You shall be responsible for obtaining and maintaining any equipment and services needed to connect to, access, or otherwise use the Agile Health Services, including without limitation, modems, hardware, software, mobile phones, networking and web servers (collectively, the "Equipment"). You shall be responsible for ensuring that all Equipment is compatible with and sufficient for use of the Agile Health Services. You understand and agree that your use of the Agile Health Services from equipment such as a mobile device or personal computer is subject to any agreement you have with your network service provider.

  2. License Restrictions. Under the terms of this Agreement, you may not, and you may not allow others to:

    1. Transfer your license to use the Agile Health Services or sublicense or assign your license or your rights under it;

    2. Use, copy, or transfer the Agile Health Services or parts of the Agile Health Services except as expressly permitted under this Agreement;

    3. Distribute, rent, sell, loan, lease, sublicense, or otherwise deal in the Agile Health Services and/or any elements of the Agile Health Services;

    4. Alter, adapt, merge, modify, translate, or try to create derivative works of the Agile Health Services or any elements of the Agile Health Services in any way, or for any purpose, other than with the prior written consent of Agile Health;

    5. Reverse engineer, disassemble, or decompile the Agile Health Services or otherwise attempt to obtain the source code for the Agile Health Services;

    6. Remove, change, or obscure any identification marks or notices of proprietary rights and restrictions in the Agile Health Services or any elements of the Agile Health Services; or

    7. Use any crawlers, scrapers, robots, scripts, or any other automated tools or processes to collect or copy any portion of the Agile Health Services.

  3. Support Services. In its discretion, Agile Health from time to time may make available certain technical support services in connection with the Agile Health Services, which may include helpdesk support to answer general inquiries regarding the use and functionality of any of the Agile Health Services and error correction services. If you identify or experience any defect, error, or problem with any of the Agile Health Services, you shall document and promptly notify Agile Health of such error or problem at cs@webmdhealth.myagilelife.com. Do not include any medical or personal health information in your email notification.

Section 6.         Restrictions on the Use of the Agile Health Services.

  1. Copyright and Trademarks. The Agile Health Services and all content thereon, including but not limited to text, graphics, images, and software ("Content"), are protected by copyright under both United States and foreign laws, and the entire selection, coordination, arrangement and "look and feel" of the Agile Health Services and the Content are copyrighted as collective works under United States copyright laws. Agile Health and its licensors retain all right, title, and interest in and to the Agile Health Services and the Content, all copies of it, and all copyrights and other proprietary rights in the Agile Health Services and Content. The name ”Agile Health” and all associated trademarks, service marks, and logos used in connection with the Agile Health Services are proprietary to Agile Health or its licensors. Upon acceptance of this Agreement, you may not modify, sell, assign, or transfer the Content or reproduce, display, distribute, or otherwise use the Content in any way for any public or commercial purpose or otherwise except as expressly permitted herein. You may not reverse-engineer, disassemble, decompile, or create any derivative works based on the Agile Health Services or Content. Content is subject to change without notice at our editorial discretion.

  2. Indemnification.You agree to indemnify, defend, and hold Agile Health, its affiliates, shareholders, directors, officers, licensors, subsidiaries, parents, employees, agents, and customers harmless from any claim, demand, liability, dispute, damage, cost, expense, or loss, including attorneys' fees and costs of litigation, arising out of or in any way related to your use of or access to the Agile Health Services, your use of the Content, your violation of this Agreement, or your violation of any rights of another.

Section 7.         Agile Health Privacy Policy.  

We provide the following privacy policy (the "Privacy Policy") in order to demonstrate our firm commitment to privacy. This Privacy Policy outlines what information we collect and how we use that information in connection with the Agile Health Services. We may update or change this Privacy Policy from time to time. Please refer back to this Privacy Policy regularly because your use of the Agile Health Services signifies that you agree to be bound by the terms and conditions of this Privacy Policy, as amended from time to time. This Privacy Policy applies only to information collected through the Agile Health Services.

  1. Information we Collect. There are two kinds of information that we may obtain about you: (1) automatically collected information and (2) information you provide.

    1. Automatically collected information includes aggregate data that websites and mobile applications use to administer their sites and the contents thereon, including such information as your browser type, Internet Protocol (IP) address (if not deleted, clipped, or anonymized), or mobile network carrier. Agile Health may from time to time retain third parties to help us collect and aggregate automatically collected information.

      IP Addresses. An IP address is a unique string of numbers that is assigned to your computer by your Internet Service Provider. Web servers automatically identify your computer by its IP address. We use your IP address to help diagnose problems with our servers, administer the Agile Health Services, prevent hacking attacks on the Agile Health Services’ servers, and may use it to gather broad demographic information.

      Cookie Information. As is the case with many websites and online applications, the Agile Health Services uses a technology called “cookies,” which are small data files that are downloaded onto your computer or mobile device. The use of cookies is standard on the internet, and allows us to tailor your visits to the Agile Health Services to your individual preferences. We also may contract with third-party service providers who assign cookies and/or web beacons to conduct site-tracking for us. These companies use cookies solely to provide us with aggregate data about Agile Health Services’ online traffic. Although most web and mobile browsers automatically accept cookies, you can change your browser and/or mobile device to prevent cookies or notify you whenever you are sent a cookie. Changing your cookie settings may impact some features or functionality of the Agile Health Services. Our website does not respond to “Do Not Track” signals.

    2. Information you provide includes any information that personally identifies you, such as your name, email address, or your telephone number. You may also be asked to provide the following information:

      Self Management Habits and History. In order to provide you with the Agile Health Services, we may ask for certain information such as your age, gender, self-management habits, health status and history, mobile number, and other similar information in order to personalize and provide the Agile Health Services.

      Email Correspondence. Contained in the Agile Health Services are links or forms that can be used to contact Agile Health so you can comment, make a complaint, make suggestions, and ask questions. Your email address is required on this form. Do not include any medical or personal health information in your email correspondence with us.

      Surveys. You may receive an invitation to participate in online surveys, complete online questionnaires or provide feedback about the Agile Health Services by text or email. Any information you provide in response to these invitations may be shared with our partners on an individual basis or in deidentified or aggregated form. Please do not submit medical or personal health information through these channels unless requested by us. If you need to provide us with medical or personal health information, let us know, and we will provide you with a secure communication channel to do so.

      Updates and Other Communications. We may offer visitors the opportunity to sign up to receive updates or other email communications or share information about the Agile Health Services with others. In order to sign up for these communications, we ask for contact information, such as name, organization, and email address. We also may offer the opportunity for you to receive mailings that we think may be of interest to you. You can opt out of these communications at any time by clicking on the “unsubscribe” link in the footer of our emails or by contacting us using any of the mechanisms described in this Privacy Policy.

      User Accounts. To participate in the Agile Health Services, we require that you create an account by providing certain personal information, (including your name, mobile phone number, and email) and create a user ID and password. We may also acquire additional personal information during your participation in the Agile Health Services (including without limitation age/date of birth, gender, address, and mobile device contact information). You may also be provided with the option to connect the Agile Health Services with other fitness or health trackers. If you connect other fitness or health trackers to your user account, we will receive information about you from those other services. We will use this information to maintain your account, deliver the services that you request, and improve our services over time. We may also use this information to send you announcements of new Agile Health Services features. You may elect not to receive such information by opting out as described below.

      Text Messages. To participate in certain features of the Agile Health Services, including receiving text messages from us, we ask you to provide your mobile device number. We will use this information to send you periodic text messages that you request. By accepting the terms of this User Agreement, and providing your mobile device contact information during the initial enrollment process, in combination with opting in by responding “Yes” to the first text message we send you following enrollment, you affirmatively agree to receive text messages (as set forth in this Agreement). You can opt out at any time by texting STOP to 63141. Please do not send us any medical or personal health information through this communication channel unless requested by us. If you need to provide us with medical or personal health information, let us know, and we will provide you with a secure communication channel to do so.

  2. Use of Anonymous or Aggregated Information. Anonymous or aggregated information is used internally for the administration, troubleshooting, data analysis, auditing, and research to help improve the quality, design, and information provided to you. We may share anonymous or aggregated information, such as demographics, with existing and prospective business partners and advertisers.

  3. Use of Information. We use your information only as necessary to deliver the services that you request, improve our services, deliver support, and to facilitate health plan decisions relating to your participation in the Agile Health Services. We may also contact you in order to confirm and/or verify your username and password or to otherwise administer your account. We will transfer or disclose your information to third parties if required by law or legal process, or if required by exigent circumstances. We will also share your information when doing so is necessary in order for us to prevent violations of or enforce this Agreement. We also may use (and may contract with third-party service providers to help us use) your profile information on an aggregate basis - without personal identifiers - and other usage information to develop new features and content for the Agile Health Services. We reserve the right to perform statistical analyses of user behavior (on an aggregate, de-identified basis) in order to measure interest in and use of the various areas and features of the Agile Health Services.

  4. Retention of Information. We retain your information for as long as needed to perform the services described in this Privacy Policy, as long as necessary for us to perform any contract, or as long as needed to comply with our legal obligations. To the extent required by applicable law, we will provide you with the ability to access, review, correct, or delete your personal information. You can submit a written request to Agile Health, Inc., One Overlook Point, Ste 115, Lincolnshire, IL 60069, Attn: Admin. We reserve our right not to respond to requests submitted other than to Agile Health, Inc., One Overlook Point, Ste 115, Lincolnshire, IL 60069.

  5. Security. We use commercially reasonable technical, organizational, and administrative measures to protect against unauthorized or unlawful access or processing and against accidental loss, theft, disclosure, copying, modification, destruction, or damage. Nonetheless, we cannot guarantee that transmissions of your information will always be secure or that unauthorized third parties will never be able to defeat the security measures taken by us or our service providers. You acknowledge this risk and understand that you play an important role in keeping your information secure. You should not share your username, password, or other security information with anyone. If you have reason to believe that your interaction with us is no longer secure (e.g., if you feel that the security of any account you might have with us has been compromised), please contact us immediately as detailed below.

  6. Disclosure of Customer Information Through Business Transfers. As Agile Health continues to develop the Agile Health Services and its business, we may buy, merge, or partner with other companies or businesses, and in so doing, acquire customer information. In such transactions, information collected through the Agile Health Services may be among the transferred assets. Similarly, in the unlikely event that a portion or substantially all of our assets are sold or transferred to a third party, such information would likely be one of the transferred business assets.

  7. Our Commitment to Children’s Privacy. We do not collect or maintain information obtained through the Agile Health Services from those we actually know are under 13, and no part of the Agile Health Services are structured to attract anyone under 13. If you believe a child under the age of 13 has provided us with their information, please contact us using one of the methods set forth below so we can delete their information.

  8. Special Notification for California Residents. Under California law, individuals that reside in California and have provided their personal information to Agile Health may request information about our disclosures of certain categories of personal information to third parties for their direct marketing purposes. In response to your written request, we will provide a list of the categories of personal information disclosed to third parties for third-party direct marketing purposes during the immediately preceding calendar year, along with the names and addresses of these third parties. If you would like to exercise your rights under California law, please send your written request to Agile Health, Inc., One Overlook Point, Ste 115, Lincolnshire, IL 60069, Attn: Admin. We reserve our right not to respond to requests submitted other than to Agile Health, Inc., One Overlook Point, Ste 115, Lincolnshire, IL 60069. Your request must include your postal address so that we may provide you with our notice and third-party direct marketing opt-out form.

  9. Contact Information. Questions regarding this Privacy Policy should be directed to Agile Health Customer Support by email at cs@webmdhealth.myagilelife.com. Do not include any medical or personal health information in your email correspondence with us.

Section 8.         Termination.  

  1. This Agreement, you and your access to the Agile Health Services and any license obtained by you may be terminated and/or suspended by Agile Health, without refund, upon written notice to you.

  2. Notwithstanding the preceding sentence, your rights to use and access any of the Agile Health Services will terminate automatically if you fail to comply with any of term or condition contained in this Agreement. In the event this Agreement is terminated, Sections 1, 2, 6, 7, 8 and 9 shall survive.

Section 9.         Disclaimers, Limitations of Liability, and Other Information

  1. INFORMATION SUPPLIED BY AGILE HEALTH OR ITS LICENSORS ON OR IN THE AGILE HEALTH SERVICES IS PROVIDED “AS IS” AND “WITH ALL FAULTS.” NEITHER AGILE HEALTH, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, LICENSORS, OR CUSTOMERS NOR ANY OF THEIR RESPECTIVE OWNERS, STAFF, OR AGENTS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONTENTS OF THE AGILE HEALTH SERVICES OR INFORMATION FURNISHED BY THEM OR OUR AGENTS, EMPLOYEES, OR REPRESENTATIVES AND SPECIFICALLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR USE, APPLICATION, AND PURPOSE. AGILE HEALTH AND ITS LICENSORS MAKE NO WARRANTY, AND EXPRESSLY DISCLAIM ANY OBLIGATION, THAT: (I) THE AGILE HEALTH SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (II) THE CONTENT OF THE AGILE HEALTH SERVICES WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, OR ACCURATE; (III) THE DESIRED RESULTS WILL BE OBTAINED OR THAT SUCH RESULTS WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF THE AGILE HEALTH SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE AGILE HEALTH SERVICES WILL MEET YOUR EXPECTATIONS; OR (V) THAT DEFECTS, IF ANY, WILL BE CORRECTED.

  2. No employee, agent, representative, licensor, or affiliate of Agile Health has authority to bind Agile Health to any oral representations or warranty concerning the Agile Health Services. Any written representation or warranty made by an employee, agent, representative, licensor, or affiliate of Agile Health that is not contained in this Agreement will not be enforceable.

  3. BY ACCESSING OR USING THE AGILE HEALTH SERVICES, YOU EXPRESSLY AGREE THAT AGILE HEALTH AND ITS AFFILIATES, LICENSORS, AND CUSTOMERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, DEMANDS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE, AS A RESULT OF YOUR USE OF THE AGILE HEALTH SERVICES OR ANY INFORMATION YOU OBTAIN ON OR THROUGH THEM OR ANY OTHER INTERACTION WITH AGILE HEALTH. IN DOING SO, YOU AGREE THAT YOU ARE WAIVING VOLUNTARILY AND UNEQUIVOCALLY ANY LIABILITY OF AGILE HEALTH AND ITS AFFILIATES, LICENSORS, AND CUSTOMERS. IF ANY EXCLUSION, DISCLAIMER, OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND AGILE HEALTH BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOUR USE OF THE PROPERTY GIVING RISE TO THE CAUSE OF ACTION OR $100.00, WHICHEVER IS LESS. Please note that some jurisdictions may not allow the exclusion or limitation of certain warranties, so some of the above exclusions may not apply to you.

  4. Agile Health does not make any representation or warranty concerning errors, omissions, delays or other defects in the information supplied to our users, or that our files are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.

  5. Any claim or cause of action arising out of your use of the Agile Health Services or this Agreement must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by us to enforce or exercise any provision of this Agreement or related right shall not constitute a waiver of that right or provision.

  6. This Agreement, and any addendum or amendment to this Agreement constitute the entire agreement between you and Agile Health with respect to the Agile Health Services and supersede all previous communications, representations, understandings, and agreements, either oral or written, with respect to the Agile Health Services or other subject matter covered by this Agreement. If any part of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of this Agreement will remain fully in force.

  7. You agree that any dispute arising out of or relating in any way to this Agreement or your use of the Agile Health Services requires that such claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate Agile Health’s intellectual property rights, Agile Health may seek injunctive or other appropriate relief. The arbitration shall be conducted before three neutral arbitrators in Nashville, Tennessee, U.S.A., in accordance with the rules of the American Arbitration Association (“AAA”), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys’ fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to this Agreement, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law.

  8. BECAUSE THE USE OF THE AGILE HEALTH SERVICES REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS’ DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.

    The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party hereby consents (i) to the non-exclusive jurisdiction of the state or federal courts located in Nashville, Tennessee for any action (A) to compel arbitration, (B) to enforce any award of the arbitrators, or (C) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim or provisional equitable remedies, and (ii) to service of process in any such action by registered mail or any other means provided by law. Should this Section 9(h) be deemed invalid or otherwise unenforceable for any reason, it shall be severed and the parties agree that sole and exclusive jurisdiction and venue for any claims will be in the state or federal courts in Nashville, Tennessee.

  9. The application of these provisions, disclosures, and disclaimers and all other matters arising from your use of the Agile Health Services or of any information you obtain from us shall be governed by the laws of the United States of America and the State of Tennessee.

  10. If you have any questions about this Agreement or the practices of Agile Health, please contact us at the address below:

    11. Agile Health, Inc.
    One Overlook Point, Ste. 115
    Lincolnshire, IL 60069

    admin@agilehealth.com

  11. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS, DISCLOSURES, AND DISCLAIMERS SET FORTH ABOVE ARE FAIR AND REASONABLE, AND THAT YOUR AGREEMENT TO FOLLOW AND BE BOUND TO THEM IS NOT THE RESULT OF FRAUD, DURESS OR UNDUE INFLUENCE EXERCISED UPON YOU BY ANY PERSON OR ENTITY.

  12. YOU ACKNOWLEDGE AND CONFIRM THAT (A) YOU HAVE READ AND UNDERSTAND ALL OF THE ABOVE AGREEMENT, TERMS, POLICIES, PROVISIONS, DISCLOSURES, AND DISCLAIMERS, (B) THAT YOU UNDERSTAND, AND CHOOSE TO PARTICIPATE IN THE AGILE HEALTH SERVICES, INCLUDING THE TEXT MESSAGE COMPONENT (AS SET FORTH IN THE AGREEMENT, TERMS, POLICIES, PROVISIONS, DISCLOSURES, AND DISCLAIMERS), (C) THAT THIS AGREEMENT HAS THE SAME FORCE AND EFFECT AS A SIGNED AGREEMENT, AND (D) THAT YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

 

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