Last Update: 3/2/2022
These Terms of Service (“Terms of Service”) govern your use of Allay’s Application (the “Application”), as well as content, services, features, websites, and materials appearing on the Application.
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c. We may modify the features and functionality of the Application at any time during the term of this Agreement. If a modification meaningfully reduces performance of the Application, we will use reasonable efforts to notify you (by, for example, sending an email to the billing contact you designate in Your Account, through your account or in the Application itself).
d. No Professional Advice. The content available through the Application is for informational, personal, and educational purposes only, and is not a substitute for the professional judgment of a qualified healthcare professional in diagnosing and treating patients. We do not, through the Application or any other available products or services, provide medical advice, nor do we provide medical prescriptions, treatments, or diagnostic services. Additionally, your use of the Application and any other information that we provide in connection with your use of the Application or any of our other products or services does not establish a physician-patient relationship.
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To access and use any features of the Application, you are required to open an account (“Your Account”) by registering with us. When you register for Your Account, you must provide true, accurate, current, complete information, and you agree to update the account information in order to ensure that it is current.
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4. TERMS APPLICABLE TO THE APPLICATION
a. Access to the Application. Upon registration and opening of Your Account, we will make the Application available to you in accordance with the terms of this Agreement, for your own personal use, until such time as either you or we elect to terminate such right in accordance with these Terms of Service.
b. Use of the Application. You are responsible for providing the device, service plan, software, Internet connections and/or other equipment or services that you need to download, install and/or use the Application. WE DO NOT GUARANTEE THAT THE APPLICATION CAN BE ACCESSED AND USED ON ANY PARTICULAR DEVICE. WE DO NOT GUARANTEE THAT THE APPLICATION WILL BE AVAILABLE IN ANY PARTICULAR GEOGRAPHIC LOCATION. YOU ARE SOLELY RESPONSIBLE FOR ANY FEE, COST, OR EXPENSE THAT YOU INCUR TO DOWNLOAD, INSTALL AND/OR USE THE APPLICATION ON YOUR DEVICE.
You agree to receive marketing messages, related information, and other electronic communications from us via text message, phone call, email, and any other means of communication available based on the information you provided. Use of an automatic telephone dialing system may be used to deliver text messages. Standard data and message rates may apply. If you do not wish to receive marketing messages, you may opt out in accordance with our Privacy Policy.
c. Use Restrictions.
(1) You agree that: (i) you will not use the Application if you are not fully able and legally competent to agree to these Terms of Service; (ii) you will only use the Application for lawful purposes; (iii) you will not use the Application for sending or storing any unlawful material or for fraudulent purposes or to engage in any illegal, offensive, indecent or objectionable conduct; (iv) you will not use the Application to advertise, solicit or transmit commercial advertisements, including “spam”; (v) you will not use the Application to cause nuisance, annoyance or inconvenience; (vi) you will not impair the proper operation of the Application; (vii) you will not try to harm the Application in any way whatsoever; (viii) you will not copy, or distribute the Application or other content without written permission from us; (ix) you will only use the Application for your internal operations and will not resell it to a third-party or otherwise use it for commercial purposes; and (x) you will keep secure and confidential your account password or any identification we provide you which allows access to the Application.
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(6) We, and our licensors, reserve the right to change, suspend, remove, or disable access to the Application at any time without notice. In no event will we be liable for the removal of or disabling of access to any such Application. We may also impose limits on the use of or access to the Application, in any case and without notice or liability.
e. User Submissions; License Grant. As a condition of your use of the Application, you agree to grant to us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to access, use, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative work from any content that you upload, submit or transmit to be made available through the Application (“User Submissions”) that allows us to use and exploit the User Submissions for any purpose. By submitting User Submissions through the Application, you represent and warrant (i) that you own or otherwise control all of the rights to User Submissions, including without limitation, all copyrights; and (ii) that use of User Submissions does not violate these Terms of Service and will not cause injury to any person or entity. We take no responsibility and assume no liability for any content or materials submitted or posted through the Application by you or any third-party.
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WE RESERVE THE RIGHT TO REMOVE ANY CONTENT, MATERIAL, OR SUBMISSION FOR ANY REASON, INCLUDING IF WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE APPLICATION.
f. Third-Party Services. The Application may display, include, or make available content, data, information, applications, or materials from third parties (“Third-Party Services”) or provide links to certain third-party web sites. By using the Application, you agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Services or web sites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third-Party Services or web sites, or for any other materials, products, or services of third parties. Third-Party Services and links to other web sites are provided solely as a convenience to you. Your rights and obligations with respect to such Third-Party Services will be subject to and governed by the Third-Party’s terms and conditions. You may be required to register for or log into such Third-Party Services on their respective websites.
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As you use the Application, we will gather and use information about you for a variety of lawful purposes, including to provide, support and improve the Application, to integrate it with third-party service providers, and to create anonymized data that may be used for lawful business purposes. Our collection and use of data through the Application is governed by and described in more detail in the Privacy Policy included in this Application which you agree to on sign up of your account and on the following website Allay Health, Inc. – MEMBERSHIP PRIVACY POLICY. By using the Application, you agree that data about you may be used in accordance with this Privacy Policy.
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This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a Class Action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.
a. Informal Process First. You agree that in the event of any dispute between you and us, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
b. Arbitration Agreement. Under these Terms, you agree that any dispute, claim, or controversy arising out of or relating to these Terms of Service or your use of our Application or relating in any way to the communications between you and us or any other user of Use will be finally resolved by confidential binding arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) in within 50 miles of Seattle, Washington. The arbitration will be conducted according to the JAMS Expedited Procedures for arbitration by a single arbitrator nominated jointly by you and us. If JAMS is not hearing consumer commercial disputes at the time, we may select another arbitral body at its sole discretion. The arbitrator's award will be binding and may be entered as a judgment in a court of competent jurisdiction. This clause shall not preclude us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, or to seek injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our copyrights, trademarks, trade secrets, or patents. This arbitration agreement does not (a) govern any Claim by us for infringement of our intellectual property or access to the Application that is unauthorized or exceeds authorization granted in these Terms of Service or (b) bar you from making use of applicable small claims court procedures in appropriate cases.
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a. We reserve the right to monitor use of the Application, and to investigate and take appropriate legal action against any party that uses the Application in violation of these Terms of Service or applicable law. We reserve the right to accept, reject or modify any content posted to the Application, but assume no liability based on its acceptance, rejection, modification, or failure to modify any such content.
b. Export Laws. You agree that you will not export or re-export, directly or indirectly the Application and/or other information or materials provided by us under these Terms of Service, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
c. U.S. Government Restricted Rights. The Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms of Service.
d. Taxes. You are solely responsible for any and all duties, taxes, levies, or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms of Service by any authority.
e. Injunctive Relief. You agree that a breach of these Terms of Service will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we will be entitled to equitable relief in addition to any other remedies available to us under these Terms of Service, or at law without a bond, other security, or proof of damages.
f. Miscellaneous. These Terms of Service constitute the entire agreement between you and us regarding your use of the Application. If any term or provision of these Terms of Service is found to be invalid, illegal or otherwise unenforceable, such a finding will not affect the other terms or provisions of these Terms of Service, or the Terms of Service as a whole, but such a term or provision will be deemed modified to the extent necessary to render such a term or provision enforceable, and the rights and obligations of you and us will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in these Terms of Service. Your obligations pursuant to these Terms of Service will survive termination of your use of the Application. The JAMS Rules and the laws of Washington State, excluding its conflicts of law rules, govern these Terms of Service and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.
Under California Civil Code Section 1789.3, California users of the Application receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
g. Contact Us. You may contact us regarding the Application or these Terms of Service by mail at Allay Health, Inc http://www.allayhealth.net or by email at hello@allayhealth.net. These Terms of Service sets forth the entire understanding of the parties with respect to their subject matter.