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Effective Date: Oct 15th, 2024
These Terms of Service ("Terms") are a legal agreement between you and Respin Health, Inc. ("Respin Health," "Company," "we," "us," and "our") regarding the Questionnaire and Private Preview of our product and platform, and any other products or services we provide relating to Private Preview (as defined below), including but not limited to your access and/or use of the Site (as defined below). To make these Terms easier to read, the Questionnaire (as defined below), the Private Preview, the Respin Health product, the Site, and any other products or services we provide relating to the Questionnaire and the Private Preview are collectively called the "Services."
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. USERS:
WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION.
By accessing and/or using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you may not access or use our Services.
Please review our Privacy Notice accessible here (the "Privacy Notice"), which also governs your access and use of the Services, for information on how we (or our third-party representatives or affiliates) collect, use, and share your information. For clarity, our Privacy Notice applies to both the Questionnaire and the Private Preview and any other use of the Services now or in the future.
WE ARE INVITING YOU TO A PRIVATE INTRODUCTION TO RESPIN HEALTH AND ITS PRODUCTS AND SERVICES, AND WE EXPECT YOU TO KEEP STRICTLY CONFIDENTIAL THE EXISTENCE AND NATURE OF, AND OTHER INFORMATION ABOUT RESPIN HEALTH AND ITS PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION THE NAMES AND INFORMATION OF ITS PRINCIPALS, FOUNDERS OR PERSONNEL.
The "Questionnaire" means the questionnaire that Respin Health makes available to you via www.respin.health ("Site") for a limited period of time, and any Content (defined below) within the Questionnaire. The "Private Preview" means a demonstration of our product for health coaching that is accessible via the Site for a limited period of time, and any Content within the Private Preview.
In the course of accessing the Questionnaire and the Private Preview, and using the Services, you may receive, be exposed to or be granted access to certain proprietary or confidential information of Respin Health concerning its business, plans, products and services (including the Questionnaire, the Private Preview, and other Services), technology, or research and development that is designated as confidential or due to its nature or the context of the access to or disclosure of the information, you should know is confidential (the "Confidential Information").
For clarity, any interaction you have with Respin Health is strictly confidential including without limitation, the Questionnaire and the Private Preview, and their existence, nature, performance and functionality, as well as the Content within them and any other Services, is Confidential Information of the Company. The terms and conditions of these Terms are also Confidential Information.
You agree that you will not use the Confidential Information in any way, commercially or non-commercially, except as strictly necessary to access the Questionnaire and the Private Preview and use the Services for your own personal non-commercial use. You will not disclose the Confidential Information to any third party and will take every precaution to protect the confidentiality of the Confidential Information, using at least the same measures as you do to protect your own most sensitive information, and in any event no less than reasonable measures.
You have been invited to use and access the Services by Respin Health in order to complete and submit the Questionnaire. After you submit the Questionnaire, we may, in our sole discretion, invite you to participate in the Private Preview. We make no guarantee or promise express or implied that you will be selected to participate in the Private Preview. You may not participate in the Private Preview if you are not selected by Respin Health to do so. You may use the Services only if you are at least 18 years of age (or such other minimum age as is applicable in the jurisdiction you live in) and not otherwise barred from using the Services under applicable law. You may not use or access our Services on behalf of a legal entity or for a commercial purpose.
Subject to Section 4(a), to participate in the Private Preview and use the Services on the Site, you'll need to: (1) create an account and provide certain basic information about yourself to establish account credentials (such account, the "Respin Health Account"). You agree that you won't misrepresent your identity, use any other person's image, likeness, or identity, or otherwise provide any deceptive or misleading profile information in connection with the Questionnaire or the creation and use of your Respin Health Account.
If you create your Respin Health Account through the use of a third party account, we may access certain personal information that the third party provides to us such as your email address and name, as well as other data available in your account. Further information about the use of third party accounts is provided in the Privacy Notice. You also represent and warrant to us that you have the right to create your Respin Health Account and provide the data to us through such account and all the data will be accurate and not the data of any other person.
Respin Health provides health coaching services through its employed or contracted health coaches as part of the Services. Some of our health coaches performing health coaching services through the Site may hold other professional licenses, certifications or permits issued by applicable licensing or certifying bodies.
By accepting these Terms, you acknowledge and agree that Respin Health is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other healthcare provider-patient relationship with Respin Health or any of its health coaches, and you further acknowledge and agree that any services received from such individuals are only limited to health coaching services and not any other professional or health care services, including without limitation any services that such individuals may perform in their professional capacity for which they hold licenses or qualifications.
The health coaching services provided by Respin Health should not be used as a replacement for professional guidance from your primary care provider or any other licensed or qualified health care providers. You are expected to seek follow-up or emergency care as needed, and you should continue to consult with your primary care provider and/or any other licensed or qualified health care providers as needed or recommended.
If you think you may have a medical emergency, call your doctor or 911 immediately.
While you are not establishing a doctor-patient or other healthcare provider-patient relationship with Respin Health, by using the Services, you are establishing a direct customer relationship with the Company to use the products and services made available through the Services, including the health coaching services. As such, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Notice. Please be aware that our health coaches tailor their response to your specific situation, taking into account the information you have shared, and their response may not be appropriate or accurate for every individual participating in the Services.
The Content within the Services is provided for informational and educational purposes only, and may be generated through the Company's or its third-party licensors' algorithms or artificial intelligence (conversational and generative tools) used in connection with providing the Services (for example, automated responses to User Information (defined below).
Any Content on the Services is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. Such content is not a replacement or substitute for medical care or specific professional advice, recommendation, diagnosis or treatment.
Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of information provided through the Services.
RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICES BY THE COMPANY OR OTHER THIRD-PARTY CONTENT PROVIDERS IS AT YOUR OWN RISK AND MAY BE SUBJECT TO ADDITIONAL TERMS, CONDITIONS, AND POLICIES OF THE THIRD-PARTY CONTENT PROVIDERS.
So long as you comply with these Terms, we grant you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to access and use the Services, including any Content, for your personal purposes, leveraging only the functionality of the Questionnaire, the Private Preview, and Services. We and our licensors reserve all rights not granted to you in these Terms. "Content" means all graphics, images, software, user interface(s), designs, concepts, habits, diets, regimens, routines, courses, programs, plans, goals, video, audio, sounds, audio-visual effects, methods of operation, and any other content within the Services.
The Questionnaire and the Private Preview may have minimum requirements for the devices and systems on which you wish to access the Questionnaire and the Private Preview. We may publish these minimum requirements on the Site and/or otherwise notify you in writing. For an optimal experience, please ensure that your devices and systems will meet these requirements before accessing the Questionnaire and the Private Preview.
You agree not to do any of the following with respect to the Services, as determined by us, as applicable:
use the Services commercially, for a promotional purpose, or for the benefit of any third party or in any manner not permitted by these Terms;
use or provide any unauthorized third-party programs that intercept, emulate, or redirect any communication between the Services and the Company or that collect information about the Services;
copy, reproduce, distribute, use, display, mirror or frame the Services (or any of our other materials, intellectual property, or proprietary information, including, without limitation, any individual element within the Services, the Company's name, any Company trademark, logo or other proprietary information, and the layout and design of any page or form contained on a page), without the Company's express written consent;
access, tamper with, or use non-public areas of the Services, the Company's computer systems, or the technical delivery systems of the Company's providers;
attempt to probe, scan or test the vulnerability of any Company system or network or breach any security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company's providers or any other third party (including another user) to protect the Services;
attempt to access or search them or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third-party web browsers;
send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
use any meta tags or other hidden text or metadata utilizing any Company trademark, logo URL or product name, without the Company's express written consent;
forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
impersonate or misrepresent your affiliation with any person or entity;
violate any applicable law or regulation, or third-party terms; or
encourage or enable any other individual to do any of the foregoing.
We and our affiliates and licensors own all title, ownership, and intellectual property rights in and to the Services, which includes, without limitation the Questionnaire, the Private Preview, and the Content. Subject to the limited rights expressly granted in these Terms, no rights are granted to you under these Terms (whether by implication, estoppel, exhaustion, or otherwise). You agree not to remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. You understand and agree that you have no ownership interest in the Services.
By using the Services, you acknowledge and agree that the Company may derive or aggregate in deidentified form any data from: (i) User Information (as defined below); or (ii) your use of the Services, including, without limitation, any usage data or trends with respect to the Services ((i) and (ii) collectively, "Aggregate Data"). As between you and us, we own and retain all title, ownership, and intellectual property rights in and to the Aggregate Data.
We welcome your feedback, comments, and suggestions for improvements to the Services ("Feedback"). You can submit Feedback via the functionality within the Services (if available) or by emailing us at info@respin.health.
If you provide us with any Feedback, in consideration for the opportunity to access and use of the Services, you hereby grant us the following: a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, distribute copies of, publicly perform, publicly display and otherwise exploit the Feedback for any purpose and in any country.
If you have rights in the Feedback that cannot be licensed to us under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert those rights. You understand and agree that you are knowingly giving your Feedback, that we don't have to use it, and that you will not be compensated in any way for your Feedback (except as stated above).
You represent and warrant that you have rights in any Feedback that you provide to us sufficient to grant us and other affected parties the rights described above, including, without limitation, intellectual property rights and rights of publicity or privacy. For clarity, Feedback does not include any of your personally identifiable information or personal health information, and our license to use Feedback set forth in this Section 9 does not include use of any of your personally identifiable information or personal health information. For information on how we (or our third-party representatives or affiliates) collect, use, and share your personally identifiable information or personal health information, please see the Privacy Notice.
Except as set forth in this Section 10, you own and retain all right, title and interest in and to all information, data (including, without limitation, health data), content, and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you through the Services or to the Company in connection with your use of the Questionnaire, the Private Preview, and any other Services, but excluding, for clarity, Aggregate Data and any other information, data, content or materials owned or controlled by us and made available through or in connection with the Services (the "User Information").
By using the Services, you hereby grant to the Company a non-exclusive, worldwide, royalty-free right and license to access, use, host, reproduce, display, perform, and modify the User Information as reasonably necessary for the Company to host, operate, improve, and provide the Services and the Company's other related products, services, and technologies, including, without limitation, related internal purposes such as quality control, information security, prevention and detection of spam, fraud, and abuse, troubleshooting, and product improvement and development, including to improve the Services.
You represent and warrant that (i) you have obtained and will obtain and continue to have all necessary rights, authority and licenses for the access to and use of the User Information as contemplated by these Terms; and (ii) the Company's use of the User Information in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between you and any third party. You further acknowledge and agree that you will be and remain responsible and liable for all authorized actions taken by the Company on your behalf.
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
We may update the Terms from time to time in our sole discretion. If we do, we'll let you know by posting the updated Terms on the Site and/or may also send other communications. It's important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don't agree to be bound by the changes, you may not access or use the Services anymore. Subject to applicable law, we may change or discontinue all or any part of the Services, at any time, for any reason, without notice or liability to you.
We may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Services at any time. Subject to applicable law, you acknowledge that any progress, customization, or other data related to your use of the Questionnaire and the Private Preview and other elements unique to the Services may cease to be available to you at any time without notice from us. You agree that we do not have any maintenance, upgrade, or support obligations with respect to the Services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION, CERTIFICATION, GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS ("THE COMPANY PARTIES") EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY PARTIES MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE COMPANY PARTIES MAKE NO WARRANTY REGARDING THE QUALITY, SECURITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES.
WHILE THE COMPANY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, THE COMPANY PARTIES CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THERE ARE RISKS ASSOCIATED WITH PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND YOU ACCEPT AND ACKNOWLEDGE THAT THE COMPANY PARTIES WILL NOT BE RESPONSIBLE FOR ANY BREACH OF SECURITY.
GENERAL ADVICE AND OTHER CONTENT RELAYED THROUGH THE SERVICES IS PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE OR SUBSTITUTE ANY MEDICAL CARE OR SPECIFIC PROFESSIONAL ADVICE, DIAGNOSIS OR TREATMENT. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, AND WILL HAVE NO RESPONSIBILITY FOR, DIAGNOSIS OR TREATMENT PROVIDED, THE QUALITY OF CARE, OR THE COST OF CARE, IF APPLICABLE, OR ANY INJURY OR LOSS RESULTING OR ARISING FROM, OR RELATED TO, YOUR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE COMPANY PARTIES WILL NOT BE LIABLE IN ANY WAY FOR ANY:
(a) LOSS OF PROFITS,
(b) LOST REVENUE,
(c) LOST SAVINGS,
(d) LOSS OF DATA, OR
(e) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES,
ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, OR THE DELAY OR INABILITY TO USE OR LACK OF FUNCTIONALITY OF THE SERVICES, EVEN IN THE EVENT OF ONE OF THE COMPANY PARTIES' FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES WILL NOT EXCEED TEN DOLLARS ($10 USD). THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.
You agree to indemnify, defend, and hold the Company Parties and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, costs and expenses (including, without limitation, attorneys' fees, costs, and expert witnesses' fees) (each a "Claim") that arise out of or in any way are connected with: (a) your access to or use of the Services; (b) any claim that, if true, would constitute a breach by you of these Terms; or (c) any authorized action taken by the Company on your behalf, including, without limitation, actions related to the access to and use of the User Information to provide the Services. You will not settle any Claim without the Company's prior written consent.
Without limiting Section 12, we may suspend or terminate your access to and use of any or all the Services, with no liability or notice to you, in the event that (a) we believe or have determined that you breached these Terms (including our other policies specified in these Terms); or (b) we otherwise deem it necessary to terminate these Terms in our sole discretion, for any reason. Upon any termination of these Terms, the rights granted to you under these Terms will automatically terminate and you may no longer exercise any of those rights.
The following sections will survive termination of these Terms: 3, 4, 5, 7, 8, 9, 11, 12, 13, 14, 15, 17, 18, and 19 and this sentence of Section 16.
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 below, the exclusive jurisdiction for all Disputes (defined below) that you and the Company are not required to arbitrate will be the state and federal courts located in the State of Delaware, and you and the Company each waive any objection to jurisdiction and venue in such courts.
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding, confidential individual arbitration conducted by the American Arbitration Association under its Consumer Arbitration Rules then in effect except as modified by these Terms (the "Arbitration").
You and the Company agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and the Company are each waiving the right to a trial by jury or to participate in a class action. All aspects of the Arbitration will be confidential, and the parties and the arbitrator will not disclose to others, or permit disclosure of, any information related to the proceedings, including but not limited to discovery, testimony and other evidence, briefs and the award.
The Arbitration will be determined by a sole arbitrator and take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator will have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Any award or decision made by the arbitrator will be in writing and will be final and binding on the parties, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we will pay all of our attorneys' fees and costs and will not seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.
As limited exceptions to Section 18(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights (and including, in the case of the Company, your breach of Section 3 (Confidentiality)).
If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding use of the Questionnaire, the Private Preview, and any other Services, and these Terms supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the Questionnaire, the Private Preview, and any other Services.
Any notices or other communications provided by the Company under these Terms will be given by posting to the Services. In addition, we may also send other communications.
The Company's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact info@respin.health