Provider Agreement.  Your access to and use of the Services is provided to you pursuant to an agreement between you and Modern Health Arizona P.L.L.C. (a “Provider Agreement”) for the provision of provider services through the Services (“Provider Services”). If the Provider Agreement expires or is terminated for any reason, your access to and use of the Services will be automatically terminated.  In the event of any conflict or inconsistency between these Terms of Use and the Provider Agreement, the Provider Agreement shall control.

License Grant to Services. Subject to the terms and conditions of these Terms of Use and your compliance therewith, Company hereby grants to you a limited, personal, non-exclusive, non-transferable and revocable license to use the Services in the manner contemplated by these Terms of Use and in accordance with the Documentation (as defined below), solely for the purpose of providing care to individuals as set forth in your Provider Agreement (“Users”). Providers shall have no right to sub-license or resell the Services or any component thereof.

Eligibility; Termination.

a. The Services are not available to any Providers suspended or removed from the Services by Company or not party to an effective Provider Agreement. By registering for access to and use of the Services, you represent and warrant that (a) you have the legal ability and authority to enter into these Terms of Use with Company and are not prohibited from using the Services by Company or under any applicable law; (b) the information you have provided to Company in your Provider registration is accurate and complete; and (c) you will comply with any and all laws applicable to your use of the Services and the provision of Provider Services. If any information you provide to Company becomes inaccurate, incomplete or otherwise false or misleading, you will immediately notify Company.

b. Company may terminate your Provider Account (as defined below) (or any portion, aspect, or feature of the Services) and/or prohibit you from using or accessing the Services (or any portion, aspect, or feature of the Services) for any reason or no reason, at any time in its sole discretion, with or without notice. You agree that Company will not be liable to you or any third party for such termination. Company further reserves the right to delete any content or information that you have posted on the Services, for any or no reason, at any time in its sole discretion, with or without notice. In addition, any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Company may have at law or in equity.

Account Activity Responsibility.

‍a. Provider Accounts. In order to use certain aspects of the Services, you will have to create an account (a “Provider Account”). When creating your Provider Account, you agree to provide true, accurate, current, and complete information. You further agree to maintain and update your personal information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you assume sole responsibility for all activities that occur under your account or password, as well as being responsible for the acts and omissions of any person who uses or accesses the Services using such credentials, as a result of your failure to maintain such confidentiality or restricting access to your computer.

If you have reason to believe that your Provider Account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password, or any credit, debit or charge card number), you agree to immediately notify Company. You may be liable for the losses incurred by Company or others due to any unauthorized use of your Provider Account.

b. System Access. To the extent permitted by applicable law, you may choose to allow Company to automatically retrieve data from your system(s) or third-party systems or services on your behalf. You hereby represent and warrant that you have the consent, permission, authority, and rights to allow Company to so automatically access such system(s) and services and you hereby grant Company permission to access such system(s) and services and retrieve Provider Data therefrom by indicating the same within your Provider Account. Company disclaims any and all liability associated with accessing and retrieving Provider Data from such system(s) and services on your behalf. If at any time you do not have the right and authority to allow Company automatic access to such system(s), then you hereby agree to immediately disable such functionality within your Provider Account.

c. Connection Requirements. You are responsible for providing and maintaining, at your own risk, option and expense, any equipment, hardware, software, Internet connections, communication lines, and mobile and data services needed for access to and use of the Services as well as paying related charges such as data usage, message fees and other charges from your wireless or Internet provider. Normal carrier charges and taxes may apply and Company is not responsible for any surcharges you incur from your cell phone or Internet service provider as a result of the use of the Services.

Restrictions. When using the Services you agree not to, and represent and warrant that you will not, and will not attempt to:

a. Create, upload, store or transmit via the Services pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content, or any content that constitutes or encourages conduct that would be considered a fraud, a criminal offense or is otherwise likely to give rise to civil liability, provided, however, that any clinical notes made by Provider in the Services which in Provider’s reasonable determination are required for accurate record keeping with respect to the provision of clinical care through the Services shall not constitute a violation of this provision;

b. Create, upload, store or transmit via the Services content that violates intellectual property, privacy, publicity or other personal rights of individuals or any export control laws;

c. Use the Services for any purpose that is unlawful or is otherwise prohibited by these Terms of Use or the standard documentation for the Services, as generally provided or made available by Company to its users, including, but not limited to, via www.modernhealth.com (the “Documentation”);

d. Use the Services in any manner that in Company’s sole discretion could damage, disable, overburden, or impair the Services;
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e. Attempt to gain unauthorized access to the Services, or any part of them, other Provider Accounts or Users’ accounts, or computer systems or networks connected to the Services, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;

f. Modify the Services in any manner or form, or use modified versions of the Services, including but not limited to for the purpose of obtaining unauthorized access to the Services;

g. Use any robot, spider, scraper, or other automated means to access the Services for any purpose without Company’s express written permission, or bypass any measures we may use to prevent or restrict access to the Services;
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h. Impersonate another person or access another Provider’s Provider Account or any User’s account without, as applicable, that Provider’s or User’s permission or to violate any contractual or fiduciary relationships;

i. Share Company-issued passwords with any third party or encourage any other Provider or any User to do so;

j. Misrepresent the source, identity, or content of Provider Data or User Data;

k. Modify, adapt, translate or create derivative works based upon the Services;

l. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

m. Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Services to any third party; provide time sharing or similar services for any third party; or use the Services for any purpose other than your own internal business use;

n. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services;

o. Access the Services if you are a direct competitor of Company, except with Company’s prior written consent, or for any other competitive purposes;

p. Alter or remove any copyright, trademark or other protective notices contained in or on any portion of the Services;

q. Gain unauthorized access to the Services, to other Providers’ Provider Accounts or any Users’ accounts, names, personally identifiable information or other information, or otherwise collect or harvest any personally identifiable information, including account names, from the Services;

r. Disclose personal information obtained from the Services about other Providers or any Users, or collect or disclose information about other Users;

s. Use the Services in order to transmit, exchange or process Provider Data or User Data in a manner not permitted by these Terms of Use, the Documentation or applicable laws, rules or regulations;

t. Permit the Services to be used for or in connection with any outsourcing services, or arrangements, or otherwise used for processing data or other information on behalf of any third party;

u. Use the Services to provide services to any third party that is not a User; or

v. Allow, encourage or assist any person to do any of the foregoing.

Provider Services. Neither Company nor the Services make any clinical, medical or other professional decisions, and are not substitutes for licensed medical personnel applying their own professional judgement and analysis in every case. Providers are solely responsible for: (a) verifying the accuracy and diagnostic utility (if any) of all information received, processed or transmitted through the Services; (b) obtaining any necessary written and binding consents for use and disclosure of Provider Data and User Data (as defined below), including protected health information; (c) determining the data necessary or appropriate for decision-making by licensed medical personnel; and (d) making all diagnoses, treatments, clinical research decisions and determining compliance, and complying with, all laws and licensing requirements for delivery of medical care or any clinical trial uses. YOU ARE SOLELY RESPONSIBLE FOR YOUR PROVISION OF PROVIDER SERVICES IN CONNECTION WITH THE SERVICES, FOR OBTAINING USER CONSENT TO PROVIDE THE PROVIDER SERVICES, AND FOR OBTAINING AND MAINTAINING ALL LICENSES NECESSARY TO PROVIDE THE PROVIDER SERVICES. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE APPLICABLE EDUCATIONAL DEGREES AND LICENSES NECESSARY TO PROVIDE THE PROVIDER SERVICES. ANY PATIENT-PROVIDER RELATIONSHIP BETWEEN YOU AND ANY PATIENT WILL BE ESTABLISHED SEPARATELY AND DIRECTLY WITH SUCH PATIENT. COMPANY IS NOT A PARTY TO ANY SUCH RELATIONSHIPS AND YOU ARE SOLELY RESPONSIBLE FOR THE DELIVERY OF ANY OPINIONS YOU PROVIDE THROUGH YOUR ACCESS TO AND USE OF THE SERVICES. YOU ALSO AGREE THAT OPINIONS EXPRESSED BY YOU IN CONNECTION WITH THE SERVICES ARE NOT THAT OF COMPANY AND WILL NOT BE USED IN ANY LEGAL DISPUTE AGAINST COMPANY, INCLUDING BUT NOT LIMITED TO LITIGATION OR ARBITRATION, CLAIM FOR DISABILITY BENEFITS, CLAIM FOR WORKER’S COMPENSATION AND/OR MALPRACTICE CLAIMS. All payments for Provider Services will be made in accordance with, and are governed solely by, your Provider Agreement with Company.

Teleservices. Providers may have access to use teleservices, including call-based, video-based, and/or text-based Services to provide the Provider Services, which may include (without limitation) medical referral or emergency call-based Services (collectively, “Teleservices”). By agreeing to these Terms of Use, Providers acknowledge the potential risks of Teleservices, including, but not limited to, technical failures, as further described in Section 16.

Disclaimers; No Warranties. THE SERVICES AND ANY THIRD-PARTY CONTENT, MATERIALS OR DATA, PROVIDER DATA, USER DATA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR WITH RESPECT TO THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. You understand and agree that you download or otherwise obtain third party information, material or data through the use of the Services at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such third party information, material, or data. Company will not be responsible to Provider in any manner with respect to Provider Data or User Data.

Modification of the Terms of Use. Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms of Use at any time. You agree to review these Terms of Use periodically for changes. When we make minor changes to the Terms of Use we will update the ‘last modified’ date at the top of this page. When we make changes to the Terms of Use in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms of Use. If any such revision is unacceptable to you, you must cease to use the Service, and your only remedy is to terminate your Provider Account by providing Company written notice of termination within thirty (30) days of such change. By continuing to use the Services, you agree to any changes to these Terms of Use.

Third Party Sites, Third Party Services.

a. The Services may call the servers of other websites or services (“Third Party Sites”), and may incorporate third party products or services, or be integrated with third party applications (“Third Party Services”). You hereby consent to the use of such Third Party Services if you choose to access such Third Party Services and agree that Company may share your Provider Account credentials with third party providers and otherwise authenticate your Provider Account credentials for purposes of providing you access to Third Party Sites and Third Party Services. Third Party Services will be identified, either explicitly or implicitly, as services provided to you by a party other than Company. Company makes no express or implied warranties with regard to Third Party Services or the information, or other material, products, or services that are contained on or accessible through Third Party Sites or Third Party Services. Access and use of Third Party Sites and/or Third Party Services, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk and Company will have no liability in connection with the access or use of such Third Party Sites and/or Third Party Services.

b. Your use of Third Party Services may be subject to agreements with the third party licensors of such products or services (“Third Party Terms”). By using Third Party Services, you agree to the Third Party Terms.  You acknowledge that you have been informed of the existence of these Third Party Terms and that it is your responsibility to review these Third Party Terms to understand your rights and obligations under them.  Nothing in these Terms of Use limits your rights under, or grants you rights that supersede, the terms of the applicable Third Party Terms.

Additional Terms for Beta Services. If Company offers you access to certain new Services that are classified as Beta Services, your access to and use of such Beta Services may be subject to additional terms and conditions that you will be required to agree to. Company makes no representations or warranties that a Beta Service will become part of the Services generally available and reserves the right to discontinue or modify the Beta Services at any time without notice. Beta Services are provided “AS IS”, may contain bugs, errors or other defects, and your use of a Beta Service is at your sole risk.

Export Controls; Location of the Service; Region-Specific Provisions.

‍a. The Services are controlled and operated from our facilities in the United States. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government from receiving the Services. By using the Services, you are consenting to have your personal data transferred to and processed in the United States.

b. If you access and/or use the Services from a jurisdiction other than the U.S. at any time during your use of the Services, the Region Addendum contains specific provisions and exceptions that apply to the Services depending on your domicile and the applicable governing law.  To the extent that (i) the provisions of the Region Addendum apply and (ii) such provisions conflict with these Terms of Use, the provisions of the Region Addendum will control. “Region Addendum” means the addendum containing jurisdictional specific terms, conditions and exceptions, attached to these Terms of Use, as may be updated by Company from time to time in accordance with Section 10 hereof. If you access or use the Services from other jurisdictions, you do so at your own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations, as applicable to you. The Services or certain features of the Services may not be available in certain jurisdictions. Company makes no representations that the Services are appropriate or available for use in other locations.

Ownership; Proprietary Rights. Company will retain all right, title and interest in and to the patent, copyright, trademark, trade secret and any other intellectual property rights in the Services and Documentation and any derivative works thereof (collectively, “Materials”), subject only to the limited licenses set forth in these Terms of Use. You do not acquire any other rights, express or implied, in the Services other than those rights expressly granted under this Agreement. All trademarks, service marks, and trade names are proprietary to Company or its affiliates and/or third-party licensors. You are not permitted to remove, modify or obscure proprietary rights notices on the Services or Documentation. Except as expressly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto.

Security and Privacy.

‍a. Privacy Notice. Your privacy is important to us. By using the Services, you agree that we may process your personal information in accordance with our Privacy Notice. Please read our Privacy Notice carefully for details relating to what information we collect, how we use it, and your rights related to it. You understand we may take all actions we deem necessary, and without prior notice to you, to preserve the security of the Services information contained therein.

b. HIPAA Compliance. The provision of the Services and Provider Services may involve the creation, receipt, use, disclosure, maintenance, and/or transmission of Protected Health Information (as defined in the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005, and regulations promulgated thereunder by the U.S. Department of Health and Human Services to implement certain privacy and security provisions codified at 45 C.F.R. Parts 160 and 164 (“HIPAA”)) which is protected under HIPAA and in such instance you agree to use the Services and perform all of the Provider Services involving Protected Health Information in material compliance with HIPAA, as applicable.

Limitation of Liability.

‍a. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL (A) COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SERVICES OR ANY INFORMATION OR MATERIALS THEREIN, OR ANY OTHER INTERACTIONS WITH COMPANY, EVEN IF COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) COMPANY’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSORS’, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR INTERACTIONS WITH OTHER PROVIDERS OR USERS, (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100). Applicable law may not allow the limitations on implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. You may have additional rights under applicable law. In such event, Company’s liability will be limited to the fullest extent permitted by applicable law.

Provider Responsibility. You are responsible for, and agree to hold harmless Company and its subsidiaries, affiliates, agents, managers, and its and their respective employees, contractors, agents, officers and directors, from and against, any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your acts and omissions in relation to your use of and access to the Services and provision of the Provider Services; (b) your violation of these Terms of Use or any law, rule or regulation of the United States or any other country, as applicable; (c) your acts and omissions in relation to your use of any Third Party Services; or (d) your provision of clinical services to Users, or any medical malpractice or related actions, including but not limited to any loss or suspension of professional licensure. Company will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Company. Company will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same.

Governing Law; Arbitration; and Class Action/Jury Trial Waiver.

‍a. Governing Law. These Terms of Use shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Notwithstanding the foregoing, any arbitration conducted pursuant to these Terms of Use shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Company agree that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the Services or these Terms of Use that are not submitted to arbitration will be exclusively in the federal or state courts located in San Francisco, California.  You agree that San Francisco, California is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration below is found to be unenforceable, as well as for any actions for injunctive or other equitable relief.

b. Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Company. For any dispute with Company, you agree to first contact us at legal@joinmodernhealth.com and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco, California, unless you and Company agree otherwise. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration agreement does not preclude you or Company from seeking action by federal, state, or local government agencies. You and Company also have the right to bring qualifying claims in small claims court. In addition, you and Company retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms of Use, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property or other proprietary rights.

c. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Services for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into these Terms of Use, you and Company are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

d. Enforceability. If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms of Use. This Section will survive the termination of your relationship with Company.

e. THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN JAMS RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR COMPANY WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Miscellaneous.

‍a. Notice and Modifications. Company may provide you with notices, including those regarding changes to Company’s terms and conditions, by email, regular mail, or postings on the Service. Notice will be deemed given twenty-four hours after email is sent, unless Company is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Services is deemed given five (5) days following the initial posting. Company reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms of Use. Company is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

b. Waiver. The failure of Company to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by Company.

c. Severability. If any provision of these Terms of Use, the Provider Agreement, or any Guideline is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Use to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

d. Assignment. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction.

e. Survival. Upon termination of these Terms of Use, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, Sections 5, 7, 11, 12, and 14 through 17.

f. Choice of Language. These Terms of Use and the documents relating hereto have been drawn up in the English language.  The English language text and usage thereof in the United States of America or any other location (if made available in English) shall control the interpretation and construction of these Terms of Use and all other writings between the parties hereto, even if these Terms of Use are translated into any other language.  Any notice given under or in connection with these Terms of Use shall be given in the English language. Each party agrees and acknowledges that it fully understands all of the terms and consequences of these Terms of Use and that it has had the opportunity to consult with an attorney of its own choosing regarding these Terms of Use. In the event of any conflict between the English language text of these Terms of Use and the text of any translation of these Terms of Use, the English language text of these Terms of Use shall control.

g. Headings. The heading references herein are for convenience only, do not constitute a part of these Terms of Use, and will not be deemed to limit or affect any of the provisions hereof.
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h. Entire Agreement. These Terms of Use, including the agreements incorporated by reference, constitute the entire agreement between you and Company relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Company as set forth in these Terms of Use.

i. Claims. You agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

j. Disclosures. The Services are offered by Modern Life Inc., located at 450 Sansome Street, San Francisco, CA 94111, and can be reached via email at help@modernhealth.com. If you are a California resident, (a) you may have this same information mailed to you by emailing the foregoing email address with your address and a request for this information; and (b) in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.