Terms of Service - Vheda Health

Terms of Service

This End User License Agreement is between you and Vheda Health, which provides the Vheda Health Program (which is referred to as the “App”), regarding your use of this software application (the “Software”).

Acceptance

By pressing the button marked “Confirm,” you agree to be bound by the terms of this End-User License Agreement (this “EULA”). You further agree that your use of the Software shall be subject to and governed by any usage requirements established from time to time by Vheda Health, the Usage Rules set forth in the App Store, and any other applicable third-party terms of agreement, provided that such terms are consistent with this EULA. You agree to use the Software only in accordance with the Vheda Health Program requirements. You agree to having a health coach, receive phone calls, receive text messages, receive reminders, and receive notifications from Vheda Health during your time in the Vheda Health program. If you do not agree to the current version of these terms, you are not entitled to use the Software and must close the App or otherwise terminate the installation process. Your use of the Software will be subject to this EULA.

License

Subject to this EULA, Vheda Health grants you a non-transferable, non-exclusive, non-assignable limited license (without right of sub license) to install and use one copy of the Software on your device in machine executable object code form, for the sole and limited purpose of your personal use. This Software is licensed, not sold, to you under this EULA. You have no ownership rights in, or related to, the Software, any services or functionality provided by the Software (“Services”) or any related documentation. Vheda Health retains all right, title, and interest in and to the original, and any copies, of the Software and Services (including any changes, modifications, or corrections thereto) and any related documentation.

Medical Information

This Software contains general information relating to some medical and health topics as well as specific pharmaceuticals for educational purposes only, but it is no substitute for medical judgment, advice, diagnosis or treatment of any health condition or problem. The Software does not address all possible uses, actions, precautions, side effects, or interactions of drugs, nor does it provide comprehensive information concerning any particular disease or medical condition. Users of the Software should not rely on information provided by the Software for their own health problems. Use of the Software does not create an express or implied physician-patient relationship.

Proper treatment of health conditions depends upon a number of factors, including among other things, your medical history, diet, lifestyle, and medication regimen. Your health care provider can best assess and address your individual health care needs. You should consult with your health care provider before starting a new diet, fitness, or supplement regimen. You should also check product information (including package inserts) regarding dosage, precautions, warnings, interactions, and contraindications before administering or using any device, drug, herb, vitamin, or supplement discussed on in this Software. You should not make healthcare decisions, undertake any medical actions or not undertake any medical actions, or avoid or delay obtaining medical advice from a licensed health care practitioner because of something that was read on this Software.

THE INFORMATION PROVIDED IN THE SERVICES DOES NOT CONSTITUTE MEDICAL ADVICE. NO REPRESENTATION IS MADE REGARDING THE ACCURACY OR IMPORTANCE OF ANY INFORMATION REFERENCED HEREIN. YOU SHOULD CONSULT AN APPROPRIATE HEALTH CARE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. THIS SOFTWARE IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE.

Vheda Health does not provide any form of insurance. The inclusion of information about any particular pharmaceutical or other product does not indicate anything about whether your insurance plan may or may not provide benefits to you with respect to that product.

United States Only Restriction

The Software and the Services, including the information pertaining to Vheda Health, is intended for use only by residents of the United States. Vheda Health does not represent or warrant that the Software or any part thereof are appropriate or available for use in any particular jurisdiction other than the United States. Other countries may have laws, regulatory requirements and medical practices that differ from those in the U.S. Any portion of this Software, the Services or any product or service is void where and to the extent prohibited by law.

Privacy Policy For Personal Information

This EULA includes and incorporates the Vheda Health Privacy Policy, which is integrated herein by this reference.

Please note mobile device management software is installed on this device, enabling certain information to be collected automatically by the Software, including Vheda Health program compliance, Vheda Health device, and the amount of data you use. The collection, retention, and processing of this data allows Vheda Health to personalize content, outreach, and Program recommendations to you. By using the Software, you agree to the collection, retention and processing of this data collected automatically by the Software. We will not track the physical location of your DEVICE.

Your Obligations

You agree to use this Software only for lawful purposes. You may not, and will not permit any other party to: (1) modify, adapt, alter, translate, or create derivative works of the Software; (2) use or merge the Software, or any component or element thereof, with other software, databases or services not provided by Vheda Health; (3) sublicense, distribute, sell or otherwise transfer the Software to any third party; (4) use the Software as a service bureau, or lease, rent or loan the Software to any third party; (5) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the Software; (6) interfere in any manner with the operation of the Software; (7) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the Software; (8) create a database by systematically downloading and storing the Software; (9) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather the Software or reproduce or circumvent the navigational structure or presentation of the Software without our express prior written consent; or (10) use the Software for any commercial purposes. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with the Software. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the Software. Any conduct by you that, in our sole discretion, restricts, inhibits, or interferes with the ability of any other user to enjoy this Software will not be tolerated, including by means of hacking or defacing any portion of the Software, or by engaging in spamming, flooding, or other disruptive activities. You are strictly prohibited from communicating on or through the Software any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

We reserve the right to terminate or suspend your participation in the Vheda Health program without notice, if we believe, in our sole discretion, that your actions are in violation of our policies and/or any applicable law or it is harmful to our interests or the interests, including intellectual property or other rights, of Vheda Health the company, its employees, its representatives, or other users or other third party partners, affiliates, sponsors, providers, licensors, or merchants.

With respect to your user account, you agree to provide true, accurate, current, and complete information about yourself. It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and refuse any and all current and future use of the Software. Because any termination of your access to the Software may be effected without prior notice, you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or the Software. Furthermore, you agree that we shall not be liable to you or any third party for any termination of your access to your account or the Software.

When accessing the Software for the first time and thereafter, you will be asked to supply a personal identification number (PIN). You are responsible for maintaining the confidentiality of PIN and are fully responsible for all activities that occur in connection with your PIN. You agree to immediately notify us of any unauthorized use of either your PIN or account or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access this Software using your PIN.

You agree to immediately notify Vheda Health of any unauthorized use of your password or user name or any other breach of security related to your account or the Software, and to ensure that you “log off”/exit from your account with the Software (if applicable) at the end of each session. To report unauthorized access or use of the Software, press the Contact Us button in the Vheda Health app. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

Access to any Healthplan Services may require an insurance or benefit plan member identification number provided by your Payor, as well as other credentials and passwords related to your insurance or benefit plan. You are responsible for maintaining the confidentiality of such identification number and other credentials and passwords.

Termination

This EULA is effective until you complete the Vheda Health Program or your participation in the Program is terminated. You may terminate this EULA at any time by returning the Vheda Health app and devices to Vheda Health. All license rights granted to you will immediately terminate if you violate any of the terms of this EULA, but all other provisions of this EULA will survive such termination.

Access to the Software and Wireless Carrier Charges

You agree that your use of the Software or Services will be in accordance with all requirements of the Vheda Health Program and Vheda Health’s wireless carrier. You will not be charged for this access.

Wireless Phone Numbers

By using the Vheda Health App and the wireless phone number attached to your device, you consent and agree to Vheda Health calling you at the wireless phone number – in person or through an automated system.

Electronic Communications

When you send messages to Vheda Health through the Software, you are communicating with us electronically and consent to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Monitoring Software Use

Vheda Health reserves the right to elect to electronically monitor use of our Software and may disclose any content, records, or electronic communication of any kind if required to do so by any law, regulation, or government request, if such disclosure is necessary or appropriate to operate the Software or Services, or to protect our rights or property, or the rights of the users, partners, affiliates, sponsors, providers, licensors, or merchants.

Content, Copyrights, Trademarks, and Other Restrictions

The rights granted by this EULA are limited. You may not assign this EULA or any of the rights or licenses granted under this EULA or sell, rent, lease, license, sublicense, distribute, transfer lend or otherwise grant any right in the Software to any person or entity in whole or in part. Any attempted sublicense, transfer, or assignment in violation of this EULA is void and terminates this EULA.

You may not (a) submit any automated or recorded requests to the Service unless otherwise approved in writing by Vheda Health; (b) access the Service with software or other means other than the App; (c) copy, reproduce, port, translate modify, distribute, create derivative works based on the Software or Services or in any other manner duplicate the Software or Services, on whole or in part; (d) decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discovery any source code, underlying ideas, or algorithms, of the Software or Services by any means; (e) remove any proprietary notices, labels or marks from the Software or Service; (f) use the Service for purposes of comparison with or benchmarking against products or services made available by third parties; or (g) knowingly take any action that would cause the Application or Software to be placed in the public domain.

The Software and the content made available by Vheda Health through the Software (the “Content”), including without limitation, text, graphics, legends, customized graphics, original photographs, data, images, music, audio and video clips, typefaces, titles, button icons, logos, designs, words or phrases, page headers, and software as well as the design, coordination, arrangement, enhancement, and presentation of this material, are protected under United States and international copyright laws, are subject to other intellectual property and proprietary rights and laws, and are owned by Vheda Inc. and/or its licensors and suppliers. The Software and the Content are subject to copyright protection. Copyright © 2020 Vheda Health.

Except as provided herein or as permitted by the fair use privilege under U.S, copyright laws (17 U.S.C. Section 107), you may not upload, post, reproduce, copy, modify, publish, transmit, sell, offer for sale, or redistribute the Software or the Content in any way without the prior written permission of the owner of the copyright or other proprietary right. You must abide by all copyright notices, information, or restrictions contained in or attached to any Content. No title, rights, or interests in any downloaded materials from this Software are afforded to you as a result of such downloading for personal, noncommercial use.

You acknowledge that the Software contains proprietary trade secrets as well as patented inventions and patent pending technologies owned by Vheda Health and/or its licensors and suppliers. You agree not to decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law.

The Software and Services may also contain open source software.

The names, logos, and materials displayed in the Software constitute trademarks, trade names, service marks or logos (“Trademarks”) of Vheda Health or other entities. Ownership of all Trademarks and the goodwill associated therewith remains with Vheda Health or those other entities. Third-party Trademarks contained in or used by the Software or Services are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner. The use of such third-party Trademarks is intended to denote interoperability and does not constitute: (i) an affiliation by Company and its licensors with such company, or (ii) an endorsement or approval of such third-party companies and its licensors and its products or services.

Changes and Updates to the Software or Services and Compatibility

Vheda Health may choose to provide updates to the Software from time to time in its sole discretion. The Software will be pushed to your device automatically and you acknowledge that you will be bound by the version of this EULA that is applicable as of the time you use any such update to the Software. Notwithstanding the foregoing, any modifications to this EULA shall not apply to any dispute between us arising prior to the date on which we post the revised EULA that contains such modifications.

Uploads and Suggestions

The Software may provide functionality through which you are able to upload information (such as personal or other data, text or images) in connection with your use of the Software (collectively, “Uploads”). If you use such functionality (the “Upload Service”), you grant to Vheda Health and its affiliates, representatives, and assigns an irrevocable, perpetual, non-exclusive, fully-paid, world-wide, license (sublicensable through multiple tiers) to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your Uploads (in whole or in part) in any format or medium now known or later developed both on and outside of the Software. You may also elect to provide or make available to Vheda Health any suggestions, comments, ideas, improvements, or other feedback or materials related to the Software or Services (collectively, “Suggestions”).

For purposes of clarity, you retain ownership of any information, content and materials that you submit through the Software in connection with any publicly-available forums. However, please note that we need certain rights to your Uploads, Suggestions, or other communications to be able to make them available on the Software, and any Uploads, Suggestions, or other communication or other material that you send to us through the Software is and will be deemed to be non-confidential and Vheda Health shall have no obligation of any kind with respect to such information. As such, except as otherwise stated in the Privacy Policy, you hereby grant to Vheda Health and its service providers and designees a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), royalty-free, perpetual, irrevocable right and license, without compensation to you: to use, reproduce, distribute, adapt (including without limitation to edit, modify, translate and reformat), create derivative works of, transmit, publicly display and publicly perform such Uploads, Suggestions, or other communication or other material, in any Software now known or hereafter developed. This license is non-exclusive (so you can license your Submissions to others), worldwide (as the Internet is global in its reach), fully-paid-up and royalty-free (so that we do not have to pay you for posting your Submissions), sublicensable through multiple tiers (so that we can use our service providers and subcontractors to provide services).

You agree that you are solely responsible for all of your Uploads and Suggestions. Vheda Health is not required to host, display, or distribute any Uploads or Suggestions, and may remove at any time or refuse any Uploads or Suggestions for any reason. Vheda Health is not responsible for any loss, theft or damage of any kind to any Uploads or Suggestions. You represent and warrant that: (a) you own all rights in your Uploads and Suggestions or, alternatively, you have acquired all necessary rights in your Uploads and Suggestions to enable you to grant to Vheda Health all of the rights described herein; and (b) your Uploads and Suggestions do not infringe the intellectual property rights, privacy, or any other legal or moral rights or other rights with respect to attribution of authorship or integrity of materials of any third party.

You are prohibited from posting Uploads, offering Suggestions, or otherwise using the Software to transmit any unlawful, threatening, libelous, defamatory, obscene, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or would otherwise violate the Terms of Use, law or a copyright trademark or other intellectual property right of another. Vheda Health will cooperate with any law enforcement authorities or court order requesting or directing Vheda Health to disclose the identity of anyone posting information or materials. Vheda Health may, from time to time, monitor, review, block or remove the discussions, chats, postings, transmissions, bulletin boards and the like; however Vheda Health is under no obligation to do so and assumes no responsibility or liability for the reliability, currency, or completeness or any such Uploads or Suggestions nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any Uploads or Suggestions.

DMCA Notice

If you believe that your intellectual property rights have been violated by something on our Services, please contact our Copyright Agent at:

Vheda Health

Attention: DMCA Resolution

8325 Guilford Road, Suite F

Columbia, Maryland 21046

And provide the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of or a representative list of the work you believe has been infringed;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Vheda Health to locate the material;
Information reasonably sufficient to permit Vheda Health to contact you;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Resale and Other Product Restrictions

References to or descriptions or images of products or services on our Software should not be interpreted as endorsements of such products or services. Resale of products or services purchased in connection with our Software is specifically prohibited. We reserve the right to refuse to sell products to you if it reasonably appears to us that you intend to resell said products. Verification of information may be required prior to our acceptance of any order.

We further reserve the right to limit quantities of items purchased by each customer. Price, quantity, availability of any product or service, and shipping methods and shipping rates are subject to change without notice. Certain nonprescription order and/or product returns may incur a restocking fee. In general, offers are good only while supplies last. Sweepstakes, giveaways, specials, sales, and other promotions offered through our Software may not be available in stores. Likewise, sales and specials offered in-store might not be reflected online.

Links

The Software may contain links to third-party Web sites or internet resources (“Linked Sites“). The Linked Sites are not under the control of Vheda Health and Vheda Health is not responsible for the availability, contents, or performance of any Linked Site. Vheda Health is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Vheda Health of such Linked Site, its contents or any products or services available through such Linked Site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites. You should direct any concerns regarding these third-party sites to those sites’ administrators.

Vheda Health disclaims any responsibility for the accuracy, reliability, currency, availability, or completeness of content or information found on any sites that link to or from the Software by third parties not associated with us. Vheda Health also does not accept any responsibility for technical failures or for unauthorized access or use of user transmissions by third parties.

YOU AGREE THAT VHEDA HEALTH WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SOFTWARE, OR MATERIALS FOUND AT ANY LINKED SITE.

Disclaimer of Warranty

THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND SERVICES IS WITH YOU. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING AND REPAIR.

ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND SERVICES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR USE OR PURPOSE ARE DISCLAIMED.

VHEDA HEALTH AND ITS SUPPLIERS MAKE NO GUARANTEES AND DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION ABOUT THE SOFTWARE’S ACCURACY, RELEVANCE, TIMELINESS, OR COMPLETENESS. THEY DO NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS IN ANY RESPECT OR BE AVAILABLE AT ALL TIMES, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE SOFTWARE OR SERVICES OR NONCONFORMITY TO ITS OR THEIR DOCUMENTATION CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT AND CONSIDERATION TO VHEDA HEALTH AND ITS SUPPLIERS TO GRANT THE LICENSE CONTAINED IN THIS EULA AND TO PROVIDE YOU WITH ACCESS TO THE SERVICES.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT AND REGARDLESS OF THE FORM OF ACTION WILL VHEDA HEALTH OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS EULA, YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, OR YOUR USE OF OR RELIANCE ON ANY DATA YOU MAY ACCESS IN CONNECTION WITH YOUR USE OF THE SOFTWARE OR SERVICES, EVEN IF VHEDA HEALTH OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Vheda Health may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Vheda Health’s liability will be equal to the amount the user paid for the Software or the minimum permitted under such applicable law.

Indemnification

To the fullest extent permitted under law, you agree to indemnify, defend and hold harmless Vheda Health, its officers, directors, employees, agents, suppliers and third party partners from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, from your use of the Software or Services or resulting from any violation by you of this EULA.

Relationships

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the use of the Software, whether between you, Vheda Health, its affiliates or any Third-Party Provider or Payor.

Export Laws; International Use

The United States restricts the export and re-export of commodities and technical data of United States origin, including this Software. You agree that you will not export or re-export the Software in any form in violation of the laws of the United States or any foreign jurisdiction. By installing or using the Software, you represent and warrant that you are not (a) a national or resident of any country to which the United States has embargoed goods, or (b) on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial and Prohibition Orders.

Arbitration

The Software is controlled and operated by Vheda Health from the United States, and is not intended to subject Vheda Health or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. Except to the extent otherwise provided by law, any dispute or claim arising out of or in any way relating to this License, the Software or the Services shall be finally resolved by arbitration. The arbitration shall be conducted in accordance with the International Institute for Conflict Prevention and Resolution (“CPR”) Rules for Non-Administered Arbitration (Effective November 1, 2007), except as they may be modified herein or by mutual agreement of the parties. The arbitration shall take place in Delaware or such other location as agreed to by the parties. Notwithstanding the foregoing, the parties consent to the jurisdiction of the federal or state courts having jurisdiction in the location where the arbitration is conducted as to judicial proceedings relating to any aspect of the arbitration, including motions to confirm, vacate, modify or correct an arbitration award. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The arbitration shall be conducted by one arbitrator, who shall be selected by agreement of the parties or, failing such agreement within 30 days after the initiation of the arbitration, by the CPR. The parties shall be responsible for paying the costs of the arbitration in accordance with CPR rules. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties and their counsel, and any person necessary to the conduct of the proceeding. The confidentiality obligations shall not apply if disclosure is required by law or in judicial or administrative proceedings, or to the extent that disclosure is necessary to enforce the rights arising out of the award, provided that the parties agree to use best efforts to keep such disclosure confidential and agree, subject to court approval, to submit such disclosure to a court only under seal. Claims may not be brought in the arbitration proceeding by or on behalf of a purported class of claimants who are not parties to this engagement letter. This agreement to arbitrate shall constitute an irrevocable waiver of each party’s right to a trial by jury, as well as of rights to discovery or to an appeal that would customarily be available in a judicial proceeding but that may be limited or unavailable in connection with such an arbitration.

To the extent that this arbitration requirement is found to be entirely unenforceable, you agree that any dispute arising from or relating to this EULA will be brought exclusively in a court of competent jurisdiction, federal or state, located within the Delaware, and in no other jurisdiction, and you hereby consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, such court. The Software is controlled and operated by Vheda Health from the United States, and is not intended to subject Vheda Health or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. Vheda Health reserves the right to make any claim against you and seek and be granted any legal or equitable remedy against you in any court anywhere in the world.

Third-Party Providers or Payors

The Software provides users with access to electronic schedules of the available appointments of doctors, hospitals and other third-party healthcare providers (“Third-Party Providers“). Additionally, the Software provides users with the ability to exchange certain information with Third-Party Providers. Although Vheda Health reserves the right (but does not have the obligation) to monitor, it does not control the content of such information and assumes no responsibility or liability of any kind for any inaccuracies contained therein, or for any qualifications, reference materials or other content available therein.

Vheda Health does not provide any information regarding coverage available, healthcare costs, or doctors and hospitals participating in your insurance or benefit plan. You should contact your insurance carrier or plan administrator (“Payors“) for this information. Payors are third parties, although certain third-party Payors may be affiliated with Vheda Health. In some cases, a Payor may contract with Vheda Health to provide such Payor’s members with information regarding coverage available, healthcare costs, doctors and hospitals participating in the plan, and other content and services (“Healthplan Services“). If your Payor has contracted with Vheda Health to make Healthplan Services available to you, you may be able to log in using your insurance or benefit plan member identification number, and access content and services related to your insurance or benefit plan. Although Vheda Health reserves the right (but does not have the obligation) to monitor the Healthplan Services (including but not limited to the content and services made available therein, such as network information, coverage and claim information and cost information), Vheda Health does not control the Healthplan Services, and assumes no responsibility or liability of any kind for any inaccuracies (including inaccuracies regarding network participation, plan benefits, coverage, features or claim status) contained therein, or for any messaging, reference materials or other content or services made available therein.

Vheda Health is not responsible for, and shall have no liability in connection with, any transactions or disputes between you and Third-Party Providers or Payors. If you have a dispute with a Third-Party Provider or Payor, you agree to release us (and our employees and agents) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including actual, consequential and punitive damages), arising out of or in any way connected with the use of the Software or such disputes. You waive any provisions of any state, province, or country law that limit or prohibit a general release, including, if applicable, Section 1542 of the California Civil Code, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Apple-Specific Terms and Conditions

In addition to the other terms set forth herein, you further acknowledge and agree that: (i) this EULA is concluded between you and Vheda Health, and not Apple, Inc. (“Apple”) and grants a license to use the Software and Services as described above on any iPhone or iPod touch that the end-user owns or controls and as permitted by the Usage Rules set forth in the app Store Terms of Service; (ii) Vheda Health, and not Apple, is solely responsible for the Software; (iii) Apple has no responsibility whatsoever to furnish any maintenance and support services with respect to the Software; (iv) in the event of any failure of the Software to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price you paid for the Software; (v) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software; (vi) Apple is not responsible for any claims that you have arising out of your use of the Software; (vii) Apple will have no responsibility whatsoever for the investigation, defense, settlement or discharge of any third-party claim that the Software infringes that third party’s intellectual property rights; and (viii) Apple and its subsidiaries are third party beneficiaries of this EULA and, upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Miscellaneous

This EULA is the entire agreement between you and Vheda Health with respect to and supersedes any previous oral or written communications or documents (including, if you are obtaining an update, any agreement that may have been included with an earlier version of the Software) concerning the subject matter of this EULA. In no event will any additional or inconsistent term in any purchase order or similar document submitted by you modify the terms of this EULA.

You agree that this EULA is governed by the laws of the State of Delaware, USA, as such laws apply to contracts between Delaware residents entered into and performed entirely in Delaware, notwithstanding your place of residency or Delaware conflicts of law provisions. This EULA will not be governed by the U.N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

If any provision of this EULA is found to be invalid or unenforceable, it will be enforced to the extent permissible and, to the extent invalid or unenforceable, such provision shall be deemed modified to the most limited extent necessary to be valid and enforceable, in accordance with applicable law, while still as fully as possible carrying out the intent of the original provision, and the remainder of this EULA will remain in full force and effect.

Failure by Vheda Health to prosecute any right with respect to a default hereunder will not constitute a waiver by Vheda Health of the right to enforce rights with respect to the same or any other breach.

Contact Us

You may contact us at the address below with any questions, complaints or claims regarding the Software:

Vheda, Inc

Attn: General Counsel

8325 Guilford Road, Suite F

Columbia, Maryland 21046