Terms of Service

1. Important Information about Health Services

A portion of our Site offers access to licensed medical professionals ("Providers") to request to obtain non-emergency medical consultations (as determined by the Provider and where consistent with applicable law and standards of care) ("Health Services"). You can request Health Services through our Site, including through your web browser via your smartphone, desktop, or tablet computer. You may be directed to another website or application to access Health Services and your Provider. Health Services are not intended to replace your existing relationship with any physician or health care professional. Neither is the Site nor Health Services intended to constitute an insurance product.

2. Privacy Policy

In connection with your use of the Service, please review our Privacy Policy, located on the Site, to understand how we use information we collect from you when you access, visit, or use the Service. The Privacy Policy is part of and is governed by these Terms of Service and by agreeing to these Terms of Service, you agree to be bound by the terms of the Privacy Policy and agree that we may use information collected from you in accordance with its terms.

3. Affirmative Representations Regarding Your Use of the Service

When you use the Service, you represent that:

• The information you submit to the Service is truthful and accurate;
• Your use of the Service does not violate any applicable laws or regulations; and
• You are of sufficient legal age or otherwise have legal capacity to legally enter into these Terms of Service.

3.1. License to Use the Service

Subject to your compliance with these Terms of Service, the Practice grants you a limited, revocable, non-exclusive, non-transferable right to receive, access and use the Service for your personal, non-commercial purposes.

4. Site Content

The Site content is for informational purposes only. The Practice provides medical services through consultations. While we strive to ensure accuracy and up-to-date details, we do not guarantee completeness or applicability to any individual's medical or health situations. The Site content is not intended to replace professional medical evaluation, diagnosis, or treatment. Always seek the guidance of a qualified healthcare professional for any medical or healthcare concerns or decisions.

5. User Content

5.1. Prohibited Activities

You are solely responsible for all information, data, text, graphics, messages or other materials ("User Content") that you upload, submit, post, publish or display, email or otherwise provide in connection with the Service. You represent and warrant that you will not use the Service in such a way nor provide any User Content that:

• Infringes or violates any privacy rights, publicity rights, intellectual property rights (including without limitation copyrights) or contract rights of any party, or poses or creates a privacy or security risk to any person, including collecting usernames and/or email addresses of other users for the purpose of sending unsolicited electronic communications, or impersonating any other person or entity;
• You do not have a right to provide under any applicable law or under contractual or fiduciary relationships, or would constitute participating in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
• Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit (i) the functionality of any computer software, hardware or telecommunications equipment, or (ii) the use of computers or related systems;
• Engages in spidering or harvesting, or participates in the use of software, including spyware, designed to collect data from the Service, including from any user of our Service, or use any means to scrape or crawl any part of the Service;
• Constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "contests," "sweepstakes," or any other form of solicitation;
• Is to obtain information to build a similar or competitive website, application or service;
• Circumvents, disables or otherwise interferes with security related features of the Service or features that prevent or restrict use or copying of any Practice Content;
• Is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, hateful racially, ethnically or otherwise objectionable; or
• Restricts or inhibits any other person from using or enjoying the Service, or which may expose Service or its users to any harm or liability of any type.

5.2. Rights in User Content

A. Ownership of User Content

We do not claim any ownership rights in the User Content that you post on or through the Service. After posting your User Content on or through the Service, you continue to retain any rights you may have in your User Content, including any intellectual property rights or other proprietary rights associated with your User Content, subject to the license you grant to us in Section 5.2(B) below.

B. License to User Content

By providing User Content in connection with the Service, you grant us a perpetual, non-exclusive, fully-paid, royalty-free, sublicensable, transferable and worldwide license to use, modify, create derivative works of, publicly perform, publicly display, reproduce, disseminate, market, distribute and otherwise exploit the User Content in connection with the Service, our products, our business, or the promotion of the Service, our products, or our business, in any media formats and through any media channels now known or subsequently created. The license granted under this Section includes, without limitation, the right to share your User Content with other users of the Service.

C. Removal of User Content

You acknowledge that the Practice does not pre-screen User Content that you or other users provide through the Service, but that the Practice will have the right (but not the obligation) to refuse or remove any User Content that is provided through the Service. Without limiting the foregoing, the Practice will have the right to remove any User Content that violates these Terms of Service or is deemed by the Practice to be otherwise inaccurate or objectionable. You agree that you must evaluate, and bear all risks associated with providing User Content through the Service.

6. Third Party Content; No Independent Verification of Content

In addition to User Content, the Practice may source information provided through the Service from third parties ("Third Party Content"). The Practice does not independently verify the information provided as part of this Third Party Content or User Content, and the Third Party Content and User Content is provided to you for general informational purposes only. You acknowledge and agree that by providing the Third Party Content and User Content through the Service, the Practice is not providing any recommendations, and you are solely responsible for any decisions you make in reliance on the Third Party Content and/or User Content made available through the Service.

7. Our Intellectual Property Rights

Except with respect to your User Content and the User Content of other users of the Service, and Third Party Content, we own (and you acknowledge that we own) all right, title, and interest in and to:

• The Service and all related intellectual property, including the "look and feel" of the Service and all software, ideas, processes, data, text, media, and other content available on the Service (individually and collectively, "Practice Content"); and
• Our trademarks, logos, and brand elements ("Marks").

The Service, Practice Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of Practice Content or use the Marks without our prior express written consent. We reserve all rights in and to the Service, the Practice Content and the Marks.

8. Our Management of the Service; User Misconduct

8.1. Our Right to Manage the Service

We reserve the right, but do not undertake the obligation to:

• Monitor or review the Service for violations of these Terms of Service and for compliance with our policies;
• Report to law enforcement authorities and/or take legal action against anyone who violates these Terms of Service or applicable law;
• Refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) any User Content or any portion thereof;
• Manage the Service in a manner designed to protect us, our users', and third parties' rights and property or to facilitate the proper functioning of the Service; and/or
• Terminate or block your use of the Service for violating these Terms of Service.

8.2. Our Right to Terminate Users

9. Third Party Sites

The Service may contain links to websites operated by third parties, such as a telehealth platform and third-party social media services ("Third Party Sites"); however, we do not own or operate the Third Party Sites, and we have not reviewed, and cannot review, all of the material, including products or services, made available through Third Party Sites. The availability of these links on the Service does not represent, warrant or imply that we endorse any Third Party Sites or any materials, opinions, products or services available on them. Third party materials accessed through or used by means of the Third Party Sites may also be protected by copyright and other intellectual property laws.

10. Legal Disputes and Arbitration Agreement

10.1. Initial Dispute Resolution

We are available by email at info@solunavitality.com to address any concerns you may have regarding your use of the Service or products. Most concerns may be quickly resolved in this manner. Each of you and we agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

10.2. Agreement to Binding Arbitration

If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to Section 10.1 above, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms of Service (including their formation, performance and breach) or our products, or the parties' relationship with each other and/or your use of the Service or products, shall be finally settled by binding arbitration administered by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions.

Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms of Service, including, but not limited to, any claim that all or any part of these Terms of Service is void or voidable.

The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties, and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms of Service shall be subject to the Federal Arbitration Act.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that the right to discovery may be more limited in arbitration than in court. The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures.

If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. You will be required to pay fees and costs incurred by us if you do not prevail in arbitration.

10.3. Class Action and Class Arbitration Waiver

The parties each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, class arbitration, or other representative action, and the parties each expressly waive their respective right to file a class action or class arbitration or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 10.2 shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

10.4. Exception – Small Claims Court Claims

Notwithstanding the parties' agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

10.5. 30 Day Right to Opt-Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 10.2 and 10.3 by sending written notice of your decision to opt-out to info@solunavitality.com. The notice must be sent within thirty (30) days of your first use of the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.

10.6. Exclusive Venue for Litigation

To the extent that the arbitration provisions set forth in Section 10.2 do not apply, or if you want to pursue any legal remedies to which you would otherwise be entitled but that are not available to you pursuant to this Section 10, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Baltimore, Maryland (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in Baltimore, Maryland for any litigation other than small claims court actions. In the event of litigation relating to these Terms of Service, the Service, or the products, the parties agree to waive, to the maximum extent permitted by law, any right to a jury trial.

10.7. Disclaimers

A. Content

B. Warranty

C. Limited Liability

D. Exceptions

Because some states do not allow the exclusion or limitation of certain categories of damages, the above limitations may not apply to you. In such states, our liability and the liability of our subsidiary and parent companies or affiliates is limited to the fullest extent permitted by such state law.

11. Indemnity

You agree to indemnify and hold us and our affiliates and each of our and their respective licensors, suppliers, officers, directors, investors, employees, agents, service providers and other contractors harmless from any claim or demand including, without limitation, reasonable legal fees, arising out of or in connection with your User Content, your interactions with any other user of the Service, your violation of these Terms of Service and/or your negligence or willful misconduct. You will not be required to indemnify and hold us or any other indemnified party harmless from and against any applicable claims or demands to the extent resulting from the Practice's own negligent conduct.

12. Independent Contractors

Nothing in these Terms of Service shall be deemed to create an agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship of any kind between us and any user.

13. Additional Policies

This Terms of Service agreement applies exclusively to your access to, and use of, the Site and does not alter in any way the terms or conditions of any other agreement you may have with us for services, programs or otherwise. Additional policies and terms may apply to use of specific portions of the Site and to the purchase of certain services and are included as part of this Agreement whether they reference this Agreement or not. Other types of agreements and policies that you may be subject to include, but are not limited to:

• Consents for telehealth services;
• Payment Agreements;
• HIPAA Release Forms; or
• Agreements governing our relationship with you if you are a Provider.

Other policies and agreements are typically found by navigating the Site, typically by checking Site headers, footers and menus. We have also adopted a Privacy Policy that you should refer to in order to fully understand how we use and collect information.

14. Feedback; Communications

If you provide to us, directly or indirectly, and by any means, any comments, feedback, suggestions, ideas, or other submissions related to the Services (collectively "Feedback"), the Feedback will be the sole property of us or our agents. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.

When you use the Site or send communications to us through the Site, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Site. We may communicate with you by email or by posting notices on the Site.

You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting User Content or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.

15. Non-Waiver

Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of the applicable right or provision.

16. Severability

These Terms of Service operate to the fullest extent permissible by law. If any provision or part of a provision of these Terms of Service is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

17. Assignment

We may assign our rights under these Terms of Service without your approval and with or without notice to you.

18. No Modifications by Our Employees

If any of our employees offers to modify the terms of these Terms of Service, he or she is not acting as an agent for the Practice or speaking on our behalf. You may not rely, and should not act in reliance on, any statement or communication from our employees or anyone else purporting to act on our behalf.

19. Updates to these Terms of Service

We may change, modify or amend these Terms of Service from time to time. We will notify you of material changes to these Terms of Service by posting the amended terms at least thirty (30) days before the effective date of the changes. If you have provided us with your email address, we will notify you of material changes by sending an email at least thirty (30) days before the effective date of the changes. It is therefore important that you ensure that your email address provided is up to date. If you do not agree with the proposed changes, you should discontinue your use of the Service prior to the time the new Terms of Service take effect. If you continue using the Service after the new Terms of Service take effect, you will be bound by the modified Terms of Service.

20. Contact Information

If you have any questions about these Terms of Service or the Service, please contact us at info@solunavitality.com.