Terms of Service

NOMI HEALTH TERMS OF SERVICE

Last Revised: June 26, 2023!!

YOUR RELATIONSHIP WITH NOMI HEALTH, THE NOMI HEALTH PARTIES, AND THE PROVIDERS IS SUBJECT TO BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 29 (DISPUTE RESOLUTION) BELOW FOR MORE INFORMATION.

PLEASE SEE SECTION 8 BELOW FOR MORE INFORMATION REGARDING BILLING, FINANCIAL RESPONSIBILITY, CANCELLATIONS, REFUNDS, AND ANY APPLICABLE AUTO-RENEWAL SUBSCRIPTION-BASED BILLING (IF ANY).

1. The Service

These Terms of Service (the “Terms”) cover your access and use of the Service. For purposes of these Terms, the “Service” includes:

the websites owned or operated by Nomi Health or its affiliates, subsidiaries, and/or related companies, now, or in the future including, but not limited to, www.nomihealth.com (collectively, the “Site”);
any existing or future Nomi Health mobile application(s) (collectively, the “App”);
Nomi Health’s subdomains; and
all related services and products provided in connection with or through the App or Site, which may include, from time to time, the ability to (1) access and interact with individual third-party health care providers (such as physicians, nurse practitioners, and physician assistants) and provider groups that are contracted with, or employed by, a professional entity, affiliate, or subsidiary associated with Nomi Health; (2) order and fulfill certain prescriptions and pharmaceutical products through Nomi Pharma, LLC and its partner pharmacies; and/or (3) access laboratory and diagnostic services (each health care provider, pharmacy, and laboratory are referred to herein individually as a “Provider” and collectively as the “Providers”).

Without limiting the generality of the foregoing, the Service may also include, from time to time, and without limitation:

access to information, text, graphics, photos, resources, or other materials appearing in the App, Site, or in any aspect of the Service (collectively, the “Content”), including educational Content;
the ability to create, upload, transmit, display, and access User Content (as such term is defined hereunder);
the ability to interact with other users of the Service;
the ability to request your health information to share with other health care providers, friends, or family so that they can understand how you use the Service; and
access to other information about the Nomi Health Parties, the Providers, the products and services, and any other features, content, or applications that we may offer from time to time.

We may make certain of these features available only to users who register for the Service and only for the duration of their access to and use of the Service. Generally, the Service is available only to individuals who:

are at least 18 years old, emancipated minors, minors who are legally able to independently consent to, or contract to, receiving the Service, or minors who receive the Service based on the consent of a parent, guardian, conservator, custodian, or similar legally authorized individual;
reside in the United States of America or any of its territories;
meet the criteria that are established for registering with the Service; and
complete the registration process that we prescribe from time-to-time.

Once you complete the registration process, you consent to receiving, and will receive, the Service. To enroll in the Service, you may be required to create Login Credentials as more fully described below. By accessing or using any component of the Service including, but not limited to, creating Login Credentials for accessing the Service, you represent that you are at least 18 years old, an emancipated minor, a minor who is legally able to independently consent or contract to receiving the Service, or a parent, guardian, conservator, custodian, or similar authorized individual who is lawfully permitted to legally bind a minor. Notwithstanding the foregoing sentence, we may, in our sole discretion, refuse to offer the Service to any person or entity. We also reserve the right to change, replace, suspend, or discontinue the Service or any component of the Service (including, without limitation, any feature, functionality, specification, or content) at any time and for any reason at our discretion. We will not be liable to you for any change, replacement, suspension, or discontinuation of your rights to access or use the Service. We may also impose limitations on certain features or parts of the Service or restrict your access to part or all of the Service without notice or liability.

2. The Terms, Privacy Policy, and NPP

Your access to, and use of, the Service is subject to these Terms and the Privacy Policy (the “Privacy Policy”); in addition, if you access a part of the Service that requires the use or disclosure of health information, your access to, and use of, the Service will also be subject to either Nomi Health’s or the applicable Provider’s Notice of Privacy Practices (the applicable Notice of Privacy Practices is referred to herein as the “NPP”). Please read the Privacy Policy and NPP carefully as they contain important information about your legal rights and obligations; specifically, the Privacy Policy and the NPP describe how your personal information is collected, used, and disclosed. For purposes of these Terms, the “Nomi Health Parties” means Nomi Health, its subsidiaries, its affiliates, and its related parties (including any professional entities affiliated with the Nomi Health Parties), and each of their directors, officers, employees, agents, affiliates, representatives, service providers, suppliers, partners, sublicensees, successors, and assigns. By accessing or using the Service, you

agree to be bound by these Terms;
acknowledge that any attempt to access or interact with the Providers through the Service will bind you to these Terms;
acknowledge receipt of and understanding of the Privacy Policy; and
acknowledge receipt of and understanding of the NPP.

You further acknowledge and understand that agreeing to these Terms is not a condition for receiving any treatment, payment, or benefit under your insurance or health plan and that your refusal to agree to these Terms will not affect any treatment, payment, or benefit for which you may be eligible under your insurance or health plan. However, you acknowledge and understand that if you do not agree to the Terms, you will not be able to participate in the Service. Moreover, we do not and will not grant you any right to access, browse, or use the Service without your agreement to be bound by the Terms.

References in the Terms to “you” or “your” refer to both you and any person, including an Additional Individual, or entity on whose behalf you act. If you are a parent, guardian, conservator, custodian, or similar legally authorized individual accessing or using the Service or are otherwise authorized to help another person do so, the Terms constitute a legally binding agreement between the Nomi Health Parties and both the parent, guardian, conservator, custodian, similar legally authorized individual or helper and the person being helped, including minors. If you are a parent, guardian, conservator, custodian, similar legally authorized individual, or helper, you represent and warrant that you have the right, authority, and capacity to enter into these Terms on behalf of the person, including minors, being helped.

BY CLICKING THE “I AGREE” BUTTON (OR TAKING A SIMILAR ACTION), AND/OR BY ACCESSING, BROWSING, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.

IF YOU DO NOT AGREE WITH THE TERMS AND DO NOT CONSENT TO THE COLLECTION, USE, AND DISCLOSURE OF YOUR PERSONAL INFORMATION, INCLUDING HEALTH-RELATED INFORMATION, AS DESCRIBED IN THE PRIVACY POLICY AND NPP, YOU SHOULD NOT ACCESS, BROWSE, OR USE THE SERVICE.

3. Limitations Regarding Medical Services; Not Emergency Services

AS PART OF THE SERVICE, NOMI HEALTH MAY ENABLE USERS TO ACCESS THE APP AND/OR SITE AND INTERACT WITH THE PROVIDERS. NOMI HEALTH ITSELF ACTS AS A TECHNOLOGY PLATFORM TO CONNECT YOU WITH THE PROVIDERS, SOME OF WHOM MAY BE AVAILABLE TO PROVIDE YOU WITH CERTAIN NON-EMERGENCY MEDICAL CARE. HOWEVER, NOMI HEALTH ITSELF IS NOT A HEALTH CARE PROVIDER AND DOES NOT PROVIDE ANY MEDICAL ADVICE OR MEDICAL TREATMENT. THE PROVIDERS ARE SOLELY RESPONSIBLE FOR PROVIDING YOU WITH ANY CLINICAL OR MEDICAL SERVICES YOU RECEIVE VIA THE SERVICE. NOMI HEALTH DOES NOT CONTROL OR INTERFERE WITH THE CLINICAL DECISIONS OR JUDGEMENTS OF THE PROVIDERS, WHO ARE RESPONSIBLE FOR THE PROFESSIONAL SERVICES PROVIDED THROUGH THE SERVICE. BY ACCEPTING THESE TERMS AND BY USING THE SERVICE TO RECEIVE PROFESSIONAL SERVICES FROM THE PROVIDERS, YOU MAY BE ENTERING INTO A PATIENT RELATIONSHIP SOLELY WITH ONE OR MORE PROVIDERS AND NOT WITH NOMI HEALTH.

THE CONTENT AND ANY INFORMATION PROVIDED BY NOMI HEALTH ITSELF AND ITS PERSONNEL ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE USED FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDERS BEFORE DECIDING TO START, ALTER, OR DISCONTINUE ANY COURSE OF MEDICAL TREATMENT OR FOR ANY QUESTIONS REGARDING YOUR MEDICAL CONDITION, YOUR DIET, OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. DO NOT USE THE SERVICE AS A SUBSTITUTE FOR CONSULTING WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROVIDER, AND DO NOT DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF ANY INFORMATION RECEIVED IN CONNECTION WITH THE SERVICE.

IF YOU ALSO RECEIVE MEDICAL CARE FROM ANOTHER PARTY, THAT MEDICAL CARE IS SEPARATE FROM AND UNRELATED TO THE SERVICE PROVIDED BY THE NOMI HEALTH PARTIES AND PROVIDERS. YOUR TREATING MEDICAL PROFESSIONAL IS RESPONSIBLE FOR OBTAINING YOUR INFORMED CONSENT TO ANY MEDICAL TREATMENT IN CONNECTION WITH THAT MEDICAL CARE, INCLUDING WITHOUT LIMITATION, ANY LEGALLY REQUIRED CONSENT TO USE TELEMEDICINE. THE NOMI HEALTH PARTIES AND/OR THE PROVIDERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS, MEDICATIONS, PRESCRIPTIONS, OR ANY OTHER INFORMATION, SERVICES, OR PRODUCTS THAT YOU MAY OBTAIN FROM UNAFFILIATED THIRD PARTIES IN CONNECTION WITH OR AS A RESULT OF USING THE SERVICE.

THE SERVICE IS FOR NON-EMERGENCY PURPOSES ONLY. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE SERVICE OR RELY ON THE SERVICE IN ANY WAY FOR EMERGENCY ASSISTANCE. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, OR IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY.

In some cases, the Service may not be the most appropriate way for you to seek medical care and treatment. To assist you in determining whether the Service fits your needs, we may ask a series of initial questions during registration. Based on your responses to these questions, we may determine that you are not eligible to utilize the Service. In such a case, you will be notified that you will be unable to use the Service. If this occurs, your registration will remain on file with the Service, but you will not be able to further utilize the Service. You can always return to the Service at a later time to determine whether your eligibility has changed. In addition, even if you are determined to be eligible to utilize the Service, a Provider may, during the course of your use of the Service, determine that your medical condition and/or treatment requires an examination or procedure that the Service is otherwise not appropriate for you, or that the Providers do not provide a level of care that is appropriate for you. In such a case, you will receive a notice from the Nomi Health Parties or the Provider notifying you that you should seek medical care or treatment outside of the Service and/or that you may be unable to continue using the Service.

If we become aware of or contemplate an emergency, we may secure from any hospital, physician, and/or medical personnel any emergency treatment that we or a Provider deems necessary for your immediate care in our sole discretion. You understand and agree that if we or a Provider takes any action to secure emergency treatment on your behalf, you, and not we or the Providers, will be solely responsible for payment of all medical services rendered in connection with that treatment.

You understand that the Service is not insurance, and the Nomi Health Parties and Providers are not insurers. Any amounts that you pay to the Nomi Health Parties or Providers are not insurance premiums. The Nomi Health Parties and Providers operate subject to state and federal regulations, and the Service may not be available in your state. Access to and use of the Service is limited exclusively to users located in jurisdictions within the United States where the Service is available.

4. Telehealth

A component of the Service provided to you may be delivered primarily or solely through telehealth. Telehealth involves the delivery of health care and medical services using electronic communications, information technology or other means between a health care provider and an individual who are not in the same physical location. Telehealth can occur asynchronously, through two-way interactive audio in combination with store-and-forward communications, and/or through two-way interactive audio and video interaction.

The electronic systems used in telehealth will incorporate network and software security protocols to protect the privacy and security of your information, including, but not limited to, encryption, password protection, two-factor authentication, and other reliable authentication techniques, and will include measures to safeguard data to ensure its integrity against intentional or unintentional corruption. Telehealth may be used to document your medical history, schedule appointments, perform an exam, or for diagnosis, treatment, follow-up and/or patient education, and may include one or more of the following:

Electronic transmission of medical records, photo images, personal medical information or other data between you and your provider;
Interactions between you and your provider via audio, video and/or data communications (such as chat); and
Use of output data from medical devices, sound and video files.

Possible Benefits of Telehealth

The use of telehealth may have the following benefits:

Making it easier and more efficient for you to access medical care and treatment for the conditions treated by your provider;
Allowing you to obtain health care/medical care and treatment from your provider at times that are convenient for you; and
Enabling you to interact with your provider without the necessity of an in-office appointment.

Possible Risks of Telehealth

While the use of telehealth can provide potential benefits for you, there are also potential risks associated with the use of telehealth. These risks include, but may not be limited to, the following:

The information transmitted to your provider may be insufficient (e.g., poor resolution of images) to allow for appropriate medical decision-making by your provider;
The inability of your provider to conduct certain tests or assess vital signs in-person may in some cases prevent your provider from providing a diagnosis or treatment or from identifying the need for emergency medical care or treatment for you;
Your provider may not be able to provide medical treatment for your condition and you may be required to seek alternative health care or emergency care services;
Delays in medical evaluation or treatment could occur due to unavailability of your provider or deficiencies or failures of the technology or electronic equipment used;
The electronic systems or other security protocols or safeguards used to provide telehealth services could fail, causing a breach of privacy of your medical or other information;
Given regulatory requirements in certain jurisdictions, your provider diagnosis and/or treatment options, especially pertaining to certain prescriptions, may be limited; and
A lack of access to all of your medical records may result in adverse drug interactions or allergic reactions or other judgment errors.

Digital Medication Guides

If you live in a state where digital medication guides are permitted by law, you may receive, and by accepting these Terms, you consent to receiving, a digital medication guide with a prescription order.

5. Ordering and Purchasing of Products

A component of the Service may allow you to order prescriptions and pharmaceutical products. Your placement of an order does not necessarily ensure that we will accept your order. We may require additional information regarding your order if you have not provided all the information required by us to complete it. Once a properly completed order and authorization of your form of payment is received, we will process your order and product for shipment. If, for some reason, we determine that we cannot ship your product(s) following our receipt of a properly completed order, we will cancel your order and advise you of such action. We do not accept orders from dealers, wholesalers or other customers who intend to resell items offered on our Site.

In the event a product or Service is listed at an incorrect price due to typographical error or error in pricing information, we shall have the right to refuse or cancel any orders placed for the product(s) and/or Service listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the charge.

All products purchased from our Site are delivered to shipment carriers. The risk of loss and title for such products pass to you when they are delivered to the carrier. You agree to fully and carefully read all provided product information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription.

6. Intellectual Property Rights; Grant of License; Restrictions

Unless otherwise noted, the Site, App, all other aspects of the Service, and all Content are solely the property of the applicable Nomi Health Parties and/or its affiliates or licensors and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Domain names and product names are trademarks or registered trademarks of their respective owners. Nomi Health does not claim ownership of User Content, and User Content will not be considered Content for purposes of this section only.

Subject to your compliance with the Terms, Nomi Health hereby grants to you a personal, non-transferable, non-exclusive, non-sublicensable, royalty-free, freely revocable, limited right to use the Site and App for accessing and interacting with the Service, Content, and the Providers. All rights not expressly granted herein are reserved to the applicable Nomi Health Parties and its licensors.

You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publish, adapt, edit, create derivative works from, or otherwise exploit the Service, any Content, any third-party submissions, or any other proprietary rights or other valid rights not owned by you without the consent of the respective owners or in any other way that violates any third-party right. In addition, you shall not modify the App, Site, or Content, incorporate the Site, App, or Content, in whole or in part, in any other product, or create derivative works, based on all or part of the App, Site, or Content. You shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the App, Site, or Content.

Nomi Health and the Nomi Health logo (the “Nomi Health Marks”) are trademarks or registered trademarks of Nomi Health, Inc. Other trademarks, service marks, graphics, and logos appearing on the App, Site, or Content may be the property of third parties (“Third-Party Marks”). Neither the Terms nor your use of any aspects of the Service grants you any right, title, or interest in or to, or any license to reproduce or otherwise use, the Nomi Health Marks or any Third-Party Marks. If you violate these terms and conditions, your permission to use, browse, and access the Site, App, and Content automatically terminates.

7. Registration Requirements

As a condition to accessing and using the Service, including browsing, accessing and using the Site and App, you may be required to register with Nomi Health by creating an account and by providing information that may be used to personally identify you. You represent and warrant that all information that you submit to us (whether about you or another person, such as an Additional Individual), or that is submitted to us on your behalf, is complete, accurate, and truthful. Nomi Health reserves the right to authenticate any information you provide. You also agree to maintain the information that you submit to us (or that any third party submits on your behalf) and to update it promptly for any changes. Failure to keep submitted information current will constitute a breach of these Terms, which may result in immediate termination of your account.

Your access to the App and Site may require you to create a user ID / screen name and password (collectively, the “Login Credentials”). You acknowledge that you are responsible for selecting and safeguarding your Login Credentials and agree that you are responsible for all activity that occurs under your Login Credentials. You shall notify us immediately if you believe that any of your Login Credentials have been or may be used without your permission. You may not:

create more than one account to access the Site or App;
share your Login Credentials with any third party; or
transfer your account to any third party.

Nomi Health, and the Nomi Health Parties, are not responsible for any loss or damage caused by, or expense incurred by you because of, or arising from, your failure to safeguard your Login Credentials. You shall not rent, resell, or remarket the Site, App, or Content or, except for as expressly permitted under these Terms, provide access to the Site, App, or Content to any third party. Nomi Health may terminate any account in its sole discretion, and you may not be permitted to create a new account to access the Site, App, or Content if your prior account has been terminated by Nomi Health.

Although you generally must be at least 18 years old, an emancipated minor, a minor who is legally able to independently consent, or contract, to receiving the Service, or a minor who receives the Service based on the consent of a parent, guardian, conservator, custodian, or similar legally authorized individual, to create Login Credentials, for certain parts of the Service, such as the fulfilling of prescriptions, you may be able to add additional people in your immediate family to the Service (each, an “Additional Individual”). An Additional Individual may be under the age of 18 to utilize the applicable Service and will have a separate account. You and each Additional Individual, through the Service, will have the ability to review their own prescription and medical history; however, the Service will allow you to automatically view the prescription and medical history of any Additional Individual who is under the age of 13. You may view the prescription and medical history of an Additional Individual who is 13 or older, but younger than 18, with the permission of the Additional Individual (which permission you may request through the Service). If you view the prescription and medical history of an Additional Individual, or you request that a mail delivery prescription or other medical services be fulfilled on behalf of an Additional Individual, you represent and warrant that you have permission to do so and to view the prescription and medical information related to the Additional Individual.

8. Fees and Payment

Your Payment Information

When applicable, the Nomi Health Parties will charge any fees associated with your account to your credit card or debit card on file with Nomi Health. You represent and warrant that:

the credit card or debit card information you provide is true, correct and complete; and
that you are the person in whose name the credit card or debit card was issued and/or you are authorized to make a purchase with the relevant credit card or debit card.

You will promptly notify Nomi Health if your payment information changes, if your payment method is canceled, or if you become aware of a breach of security. You acknowledge that we may process an authorization hold using your payment information in order to verify the information provided. If your payment card details change or are due to expire, we may request updated payment details from you, including your card number, expiration date, and CVV (or equivalent). By providing us with updated payment information, you authorize us to continue to charge your card using the updated information so that you can continue to receive the Service.

Private Pay Subscriptions and Recurring Payments

Some parts of the Service, presently or in the future, may allow you to purchase a private pay subscription (a “Private Pay Subscription”). Except for any free trial periods (if any), and to the extent applicable to the Service, Nomi Health or the Providers will charge you a Private Pay Subscription fee at the rate presented to you (the “Private Pay Subscription Fee”). The Private Pay Subscription may give you access to the Service for a certain subscription period (the “Private Pay Subscription Period”). Unless otherwise stated when you sign up for a Private Pay Subscription, your selected Service will automatically renew for a further Private Pay Subscription Period with the Private Pay Subscription Fee (including any applicable taxes) and will continue to do so until the Service is no longer offered or your Private Pay Subscription is canceled in accordance with these Terms.

The billing period for your Private Pay Subscription Fee begins from the time of your account registration (i.e., when you register, create Login Credentials, enter your payment method and pay the initial Private Pay Subscription Fee), and again at the start of each subsequent Private Pay Subscription Period. By signing up for a Private Pay Subscription, you agree to pay your Private Pay Subscription Fee in full each Private Pay Subscription Period and authorize your payment method on file to be billed automatically each Private Pay Subscription Period by Nomi Health’s third-party payment processor for the entire length of your Private Pay Subscription, regardless of whether or not you have used the Service during the Private Pay Subscription Period, until your Private Pay Subscription ends or is canceled. If any Private Pay Subscription Fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your Private Pay Subscription. You will be responsible for paying all past-due amounts. You acknowledge that billing may not occur on the exact same date of each month.

Additional Private Pay Fees

You agree to pay all other fees and charges associated with your account or Login Credentials that are not included in the Private Pay Subscription Fee, which may include, for example, appointment no-show fees, cancellation fees or late rescheduling fees, cost of prescribed medication and refills, costs of laboratory tests, and any fees for any Service that are not charged on a Private Pay Subscription model (collectively, “Additional Private Pay Fees”), on a timely basis and according to these Terms and the rates presented to you. By using the Service and incurring such Additional Private Pay Fees, you authorize us or the Providers to bill and charge your payment method on file for such Additional Private Pay Fees in full.

Private Pay Trials and Promotional Fees

Nomi Health or the Providers may periodically offer discounts to its Service in the form of free trial periods or promotional fees. The terms of those discounts will be stated at the time you sign up or when you purchase a specific Service or product. If your Private Pay Subscription includes a free trial, you will not be charged the applicable Private Pay Subscription Fee during your free trial. To obtain the free trial, you may be required to provide a credit card or other payment method in order to ensure uninterrupted access and continued use after the expiration of the free trial. Upon completion of your free trial, your Private Pay Subscription will automatically convert into a paid Private Pay Subscription and your payment method will be charged the applicable Private Pay Subscription Fee unless you have canceled your Private Pay Subscription. If your Private Pay Subscription includes a promotional fee, you will be charged the promotional fee for the relevant number of billing periods and upon completion of that period, your Private Pay Subscription will continue to automatically renew at the full, non-promotional rate. You may cancel your Private Pay Subscription during your free trial or promotional period to avoid being charged the full applicable Private Pay Subscription Fee. You may only be permitted to use one free trial or promotional fee offer. If your Private Pay Subscription is ever canceled or terminated for any reason, and you purchase an additional Private Pay Subscription, you may not be eligible for a free trial or to take advantage of another promotional fee offer.

Changes to Private Pay Subscription Fees, Additional Private Pay Fees or Private Pay Subscription Features

All fees published on the Site or App are set by the Nomi Health Parties or Providers in their sole discretion and may change from time to time. Nomi Health will send notice of upcoming automatic renewal prior to renewing your Private Pay Subscription to the extent required by law. We may change the Private Pay Subscription terms, Private Pay Subscription Fees or Private Pay Additional Fees at any time on a go forward basis at our discretion. If the pricing for your Private Pay Subscription increases, we will notify you, and provide you an opportunity to change or cancel your Private Pay Subscription before applying those changes or charging you in connection with an automatic renewal. We may choose in our sole discretion to add, modify, or remove benefits and features from a Private Pay Subscription. Your continued enrollment in your Private Pay Subscription after the changes become effective will constitute your acceptance of the changes. If you do not wish to continue your Private Pay Subscription at the revised rates and/or terms, you must let Nomi Health know prior to the end of your then current Private Pay Subscription Period in accordance with these Terms (so that at the end of that Private Pay Subscription Period, your Private Pay Subscription will end), otherwise the revised rate and/or terms will apply on and from the next Private Pay Subscription Period.

Insurance

If you have health insurance, your insurance plan may cover all or a portion of your use of the Service. Subject to the terms of any written agreement between the Nomi Health Parties or the Providers and your insurance plan, if you provide information about your health insurance to us, that will be deemed your authorization for the Nomi Health Parties or the Providers to submit claims and bill for the Service on your behalf and share necessary information with the insurance plan to process payments and reimbursements. If the applicable Nomi Health Parties or Providers are in-network with your insurance plan, you may still be required to pay the cost of any co-pays for visits, co-pays for prescribed medication (including refills) and laboratory tests, or co-insurance or deductibles, which will vary depending on your insurance plan and may be billed separately.

Your insurance policy is a contract between you and your insurance plan, and it is your responsibility to know your benefits, including if your insurance has any deductible, co-payment, co-insurance, out-of-network, usual and customary limit, prior authorization requirements or any other type of benefit limitation for the Service you receive, and how your benefits will apply to your payments. If you purchase the Service with your insurance plan, you authorize the Nomi Health Parties and/or Providers to charge your payment method on file for any fees not covered by your insurance, such as co-pays, co-insurance, and deductibles. If all or any portion of the Service are not covered or paid by your insurance plan for any reason or you do not have health insurance, you understand that you will be ultimately responsible for all fees and costs arising out of your use of the Service and agree to pay the full amount of all such fees and costs associated with your account. Questions about non-payment should be directed to your insurance plan. You agree to inform Nomi Health immediately if you lose your health insurance and/or can no longer pay for treatment.

Third-Party Payment Processor

Credit card, debit card and other monetary transactions on or through the App and Site may occur through an online payment processing application that is provided by a third-party payment processor(s). If we or our third-party payment processor is unable to secure funds from your payment method for fees that are due for any reason, including, but not limited to, insufficient funds or insufficient or inaccurate information provided when submitting electronic payment, Nomi Health, on behalf of the Nomi Health Parties and/or Providers, may undertake further collection action, including application of fees to the extent permitted by law, and reserves the right to suspend or terminate your account or access to the Service.

Waiver of Claims and Unauthorized Payments

You agree to waive all claims against the Nomi Health Parties and the Providers, including their third-party payment processor(s), related to any unauthorized payments made on or using your Login Credentials or account outside of Nomi Health’s control, regardless of whether such payments are authorized or unauthorized.

Fraud

The Nomi Health Parties and Providers reserve the right to refuse to provide the Service on suspicion of fraudulent or illegal activity associated with your use of the Service, including, but not limited to, stolen payment information.

Cancellations, Returns, and Refunds

By agreeing to these Terms, you agree to the terms described in Nomi Health’s refund policy (if any) in existence at the time of your cancellation or refund request. If we suspend or terminate your account because of your violation of these Terms, you understand and agree that you shall receive no refund. You also acknowledge and understand that we may not be able to accept returns of certain products, such as medications and prescriptions.

9. User Content

In connection with your use of the Service, the Nomi Health Parties and/or the Providers may receive or collect User Content from you. For purposes of the Terms, “User Content” means any content, personal information (including without limitation, your name, contact information, activity tracking, food tracking, sleep tracking, biometric information, health readings, laboratory readings, drug testing results, and other personally identifiable information or personal health information), videos, audio clips, written comments, data, text, photographs, software, scripts, graphics, chat messages, works of authorship, or other information, in each case, where supplied by or collected from a user of the Service, including any feedback or suggestions for improvements, enhancements, or error corrections. For avoidance of doubt, User Content shall also include any information from medical devices, regardless as to whether such information was manually entered or supplied to us through the Service, or if you enable one or more medical devices to supply information to us automatically and such medical devices are supplied by a third-party on our behalf or are medical devices that you already possess or acquire on your own.

10. Rights to and Responsibilities for User Content

You hereby grant the licenses to use the User Content, as described below, to the Nomi Health Parties, Providers, and to other users of the Service. You represent and warrant that you own all rights, title, and interest in and to your User Content or are otherwise authorized to grant the licenses described in these Terms. You also represent that granting these licenses will not violate any law or infringe upon or violate the rights of any person or entity.

You consent and grant to the Nomi Health Parties and Providers a perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free, fully paid, worldwide right and license to use, license, modify, reproduce, adapt, publish, translate, transmit, edit, distribute, perform, display, communicate publicly, create derivative works of, and otherwise use any User Content and incorporate any User Content in other works in any form, media, or technology, in each case, subject to the Terms. You also consent to and permit any other user of the Service to access, display, view, store, and reproduce any User Content that you make available to any group within the Service or to the public for his or her personal use without compensation. Except for as set forth herein, you retain all ownership or license rights that you possess in your User Content.

If all or a portion of User Content constitutes protected health information or personally identifiable information as described in the Privacy Policy and the NPP, we will treat it as such. However, under the license you grant pursuant to these Terms, we reserve the right to remove personal identifiers from any and all User Content and, once de-identified or otherwise rendered no longer attributable to you without additional information (including in any manner prescribed by law), the remaining information (the “De-Identified Data”) will not be subject to any obligation of confidentiality on our part. You understand and agree that we own all rights, title, and interest in and to any De-Identified Data. You also understand and agree that De-Identified Data may be used for any lawful business purpose without any duty of accounting to you. For example, once de-identified, we may use De-Identified Data from User Content in our publications, in sales and marketing materials, and for product research and development.

If we provide you with the ability to post and use User Content, we do not undertake any obligation or liability relating to those User Content, the User Content of others, or any related activities. We do not endorse any User Content. You acknowledge that all User Content submitted, uploaded, posted, transmitted, shared, or displayed are the sole responsibility of the person who made such User Content and that you are entirely responsible for your User Content. YOU WILL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USER CONTENT.

We do not control User Content from other users. Accordingly, we do not guarantee the authenticity, accuracy, integrity, or quality of any User Content. WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THE QUALITY OR ACCURACY OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF ANY USER, AND WE HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION PROVIDED BY OR ON BEHALF OF USERS IN CONNECTION WITH THEIR USE OF THE SERVICE.

You understand and agree that, in accessing or using the Service, you may be exposed to User Content that is offensive or objectionable. Although we reserve the right to do so, we have no obligation to monitor the Service or any User Content. WE DISCLAIM ANY ACTUAL OR IMPLIED DUTY TO MONITOR USER CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY USER CONTENT OR FOR THE QUALITY OR ACCURACY OF OTHER INFORMATION USERS PROVIDE THROUGH USING THE SERVICE.

11. Acceptable Use and Conduct

The Service is provided only for your personal, non-commercial, limited use in accordance with the Terms. You are fully responsible for your use of the Service. As a condition to accessing or using the Service, you agree to abide by all applicable local, state, and federal laws, rules, and regulations in accessing and using the Service, at all times, and you agree not to use the Service for any purpose that is prohibited by the Terms.

In accessing and using the Service, you agree not to take (or permit any third party to take) any action that, in our sole discretion, we consider:

threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, unlawful, obscene, offensive, or profane;
promoting bigotry, racism, misogyny, or ethnic or religious hatred;
infringing on any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity;
constituting unauthorized or unsolicited advertising, junk email, bulk email, or other spamming;
encouraging conduct that would constitute a criminal or civil offense;
involving commercial activities and/or sales that we have not authorized, such as contests, sweepstakes, lotteries, giveaways, barters, advertisements, gifting clubs, chain letters, pyramid schemes, or other fraudulent schemes;
nterfering with another user’s enjoyment of the Service; or
attempting to impersonate any person or entity, including any of our employees or representatives, or misusing another person’s contact or account information.

In accessing and using the Service, you also agree not to take (or permit any third party to take) any action that:

interferes or attempts to interfere with the proper working of the Service or any activities conducted on or as a part of the Service;
circumvents or attempts to circumvent any technological measure implemented by us or any other third party (including another user) to protect or restrict access to any aspect of the Service, computer systems or networks, accounts, or submissions from other users or third parties;
transmits or introduces software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of ours or any third party;
deciphers, decompiles, disassembles, reverse engineers or otherwise attempts to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction;
modifies, translates, or otherwise creates derivative works of any part of the Service;
copies, rents, leases, distributes, or otherwise transfers any or all rights that you receive pursuant to the Terms;
imposes or may impose an unreasonable or disproportionately large load on our infrastructure (or the infrastructure of any of our third-party providers);
records, processes, or mines information about other users without their consent; or
uses manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site or App or other aspects of the Service.

You also agree not to upload, download, post, submit, or otherwise distribute or facilitate the distribution of any content on or through the Service that accomplishes the same effect, or any prohibited actions described above. We reserve the right to edit, suspend, or remove any User Content from the Service at any time for any reason or for no reason at all and without notice to you. We also reserve the right to access, read, preserve, and disclose any information that we reasonably believe is necessary to:

satisfy any applicable law, regulation, legal process, or governmental request;
enforce these Terms, including investigation of potential violations;
detect, prevent, or otherwise address fraud, security or technical issues;
respond to user support requests; or
protect the rights, property, or safety of our company, our users, or the public.

12. Termination of Use; Discontinuation and Modification of the Service

We, in our sole discretion, without notice and at any time, may suspend or terminate your access to all or any part of the Service, including access to the Site or App. You agree that the Nomi Health Parties and the Providers are not liable to you or any third party for termination of your access to the Service. You acknowledge and agree that the Service is under development and will continually change as we determine from time to time. The Nomi Health Parties and/or the Providers reserve the right to terminate the provision of the Service, or any portion thereof, at any time. If you fail to fulfill any of your obligations under the Terms, the Nomi Health Parties, Providers, and/or its licensors may pursue all available legal remedies available to them. You agree that Nomi Health’s licensors may be entitled to enforce these Terms as third-party beneficiaries; otherwise, there are no third-party beneficiaries to these Terms. The Terms which by their nature should survive expiration or termination shall survive according to their terms including, but not limited to, intellectual property rights and restrictions, dispute resolution (arbitration), warranty disclaimers, indemnification and limitation of liability.

13. Assumption of Risk; Release

By granting you the right to use the Service, you acknowledge and agree that you alone are responsible for your communications, interactions, agreements, representations, promises or any other involvement with other users of the Service. Nomi Health reserves the right, but has no obligation, to monitor disagreements between you and other users. If you have a dispute with one or more users, you irrevocably and forever release the Nomi Health Parties and Providers from claims, demands, and damages (actual, indirect, punitive and consequential) of every kind and nature, known and unknown, arising out of, related to, or in connection with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

14. Disclaimer of Warranty

THE SERVICE AND ALL COMPONENTS THEREOF INCLUDING, BUT NOT LIMITED TO, THE SITE, APP, AND CONTENT, ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE. TO THE EXTENT ALLOWED BY LAW, THE NOMI HEALTH PARTIES AND PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND THE SITE, THE APP, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING:

ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON- INFRINGEMENT; AND
ANY WARRANTY ARISING OUT OF COURSE OF DEALING, PERFORMANCE, USAGE, OR TRADE.

NEITHER THE NOMI HEALTH PARTIES NOR THE PROVIDERS WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, THE SITE, THE APP, OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY EMPLOYEE, REPRESENTATIVE OR AGENT OF THE NOMI HEALTH PARTIES OR PROVIDERS SHALL CREATE A WARRANTY FOR THE SERVICE AND YOU MAY NOT RELY ON SUCH INFORMATION OR ADVICE. IN ADDITION, NOMI HEALTH’S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICE. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED BY LAW.

15. Indemnification

You agree to defend, indemnify, and hold harmless the Nomi Health Parties and the Providers from all liabilities, claims, losses, damages, and expenses, including reasonable attorneys’ fees, that arise from, relate to, or in connection with:

your use or misuse of the Service or any component of the Service;
your provision of any User Content or other data to the Nomi Health Parties or the Providers;
your breach of the Terms;
your violation or alleged violation of any applicable foreign or domestic federal, state or local laws, rules, and/or regulations; or
any infringement or alleged infringement by you or any third party using your Login Credentials or account of any intellectual property right or other right of any person or entity.

Nomi Health reserves the right to assume the exclusive defense and control of any matter subject to this indemnification, in which case you agree to assist and cooperate with us in asserting any available defenses.

16. Limitations of Liability

IN NO EVENT SHALL THE NOMI HEALTH PARTIES OR PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE, OR ANY COMPONENT OF THE SERVICE, FOR:

ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER OR FOR ANY SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING);
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION);
YOUR USE OR INABILITY TO USE OR RELIANCE ON THE SERVICE OR ANY COMPONENT OF THE SERVICE; OR
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE.

IN ADDITION, THE MAXIMUM LIABILITY OF THE NOMI HEALTH PARTIES AND PROVIDERS FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE SERVICE IS LIMITED TO THE LESSER OF THE AMOUNT PAID BY YOU FOR ACCESS TO OR USE OF THE SERVICE OR FIVE HUNDRED U.S. DOLLARS (USD $500.00).

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE TERMS AND THAT THE SERVICE WOULD NOT BE PROVIDED TO YOU ABSENT THESE LIMITATIONS. YOU AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE NOMI HEALTH PARTIES, PROVIDERS, AND YOU. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU RESIDE IN ONE OF THOSE JURISDICTIONS. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

17. Electronic Communications

The communications between you, the Nomi Health Parties, and/or the Providers use electronic means, whether you use, browse, or access the Site, use, download, or access the App, or send us emails, or whether we provide notices as described under the Terms or otherwise communicate with you via email. For contractual purposes, you:

consent to receive communications from the Nomi Health Parties and/or Providers in an electronic form; and
agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Nomi Health Parties and/or the Providers provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing.

IN ADDITION, BY PROVIDING THE NOMI HEALTH PARTIES OR A PROVIDER WITH A PHONE NUMBER (INCLUDING A MOBILE PHONE NUMBER), YOU CERTIFY THAT THE PHONE NUMBER PROVIDED IS TRUE AND ACCURATE AND THAT YOU ARE AUTHORIZED TO ENROLL THE DESIGNATED PHONE NUMBER TO RECEIVE SMS MESSAGES. YOU ACKNOWLEDGE AND EXPRESSLY CONSENT TO THE NOMI HEALTH PARTIES AND/OR THE PROVIDERS SENDING YOU COMMUNICATIONS THROUGH SMS MESSAGES, PRE-RECORDED VOICE CALLS, PUSH NOTIFICATIONS OR OTHERWISE (POTENTIALLY THROUGH AN AUTOMATED VOICE DIALING SYSTEM), THAT WE DETERMINE, IN OUR SOLE DISCRETION, ARE RELATED TO YOUR USE OF, OR PARTICIPATION IN, THE SERVICE. YOUR ACCESS AND PARTICIPATION IN THE SERVICE IS NOT LIMITED BY YOUR REFUSAL TO GIVE THIS CONSENT. FOR SMS MESSAGES, STANDARD MESSAGE AND DATA RIGHTS MAY APPLY. TO REVOKE THIS CONSENT OR OPT OUT OF SMS MESSAGES, FOLLOW THE OPT OUT REQUIREMENTS INCLUDED IN A NOMI HEALTH-GENERATED SMS MESSAGE OR EMAIL NOMI HEALTH. FOLLOWING OPT OUT, YOU CONSENT TO RECEIVING ONE FINAL SMS MESSAGE FROM THE NOMI HEALTH PARTIES AND/OR THE PROVIDERS CONFIRMING YOUR REQUEST.

The Nomi Health Parties devote considerable effort and resources to protect and secure your personal information. However, you acknowledge that email and SMS messages are not natively secure methods of communication, and neither the Nomi Health Parties nor the Providers can ensure the security or confidentiality of messages sent by email and/or SMS messages. Information, including your personal information, transmitted by email or SMS may not be encrypted and could be read by a third party. If you would prefer not to exchange your personal information via email or SMS, please notify us.

18. Your Systems and Connections to the Service

You are responsible for obtaining, installing, operating, and maintaining all software, hardware, devices, or other equipment (collectively, the “Systems”) that may be necessary for you to access and use the Service and any internet and/or wireless services via the providers of your choice (the “Connections”). This responsibility includes, without limitation, utilizing current versions of web-browsers, operating systems, appropriate encryption, antivirus, anti-spyware, and internet security software. By accessing or using the Service, you demonstrate and agree that you can access information that we post electronically and receive electronic communications from us. In connection with your access to and use of the Service, you understand and agree that:

you are responsible for the data security of the Systems that you use (or any third party on your behalf uses) to access the Service and for the transmission and receipt of information using those Systems;
using open networks such as the Connections is associated with certain security, corruption, transmission error, and access-availability risks, and you expressly assume those risks;
you have made your own independent assessment of the adequacy of the Systems and the Connections and are satisfied with that assessment; and
neither the Nomi Health Parties nor the Providers are responsible for any errors or problems that arise from the malfunction or failure of the Systems or the Connections.

WE ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, INTERRUPTION, FAILURE, CORRUPTION OF, UNINTENDED ACCESS TO, OR DISCLOSURE OF ANY INFORMATION THAT YOU OR YOUR AGENTS TRANSMIT TO US UNTIL THAT INFORMATION IS IN OUR POSSESSION. IN ADDITION, BY AGREEING TO RECEIVE EMAILS, TEXT MESSAGES, PUSH NOTIFICATIONS, OR OTHER ELECTRONIC COMMUNICATIONS, YOU AGREE TO ACCEPT ANY RISK AND DAMAGE ARISING FROM THE DISCLOSURE OF THOSE COMMUNICATIONS IN TRANSMISSION.

19. Audio and Video Recording

The Service may utilize telehealth technology. Such consultations may be conducted by videoconferencing, video images, high quality still image and/or by telephone conference. By agreeing to these Terms, you consent and authorize the Nomi Health Parties and Providers to audio record, video record, and/or photograph all consultations as necessary for providing quality health care services via telehealth technology. You consent and authorize that all or a portion of the recordings, videos or images may become part of your medical record and that such information may be used for internal purposes, such as quality improvement or education. If such information is used externally for the advancement of medical knowledge or educational purposes, then your identity will remain anonymous and such uses will be governed by the NPP.

20. Consent for Release of Medication History

Overview

Certain third-party services (such as, without limitation, Surescripts) connect pharmacies, care providers, benefit managers, and operate a network to allow for the movement of electronic clinical health information between different health information systems. Through these networks, authorized prescribers and pharmacies can gain access to prescription information and related information for use in providing clinical care to patients.

What is a Medication History?

Medication history services allow prescribers and pharmacists to use the foregoing networks to access a patient’s medication history across providers at the point of care. This service can be used in the course of providing routine care, as well as during emergencies. In both cases, medication histories enable health care providers to make a more informed clinical decision. To provide this service, these third parties connect to a patient’s medication history data stored in the databases of community pharmacies and pharmacy benefit managers and then present that data to prescribers through software from a certified vendor.

Consent

You understand that the Nomi Health Parties and the Providers may deploy an integrated electronic medical record that is used by the Nomi Health Parties, the Providers, and each of their employees and other users. You acknowledge that by agreeing to these Terms, you are consenting and agreeing that the Nomi Health Parties, the Providers, and their employees and other users may request, access, and receive your medication history data from third parties providing such a service (such as, without limitation, Surescripts). You understand that you can withdraw your consent for the Nomi Health Parties, the Providers, and their employees and other users to access your medication history data from these third parties by contacting Nomi Health and completing the appropriate opt-out form. You understand that revoking this consent will not have any effect on actions taken prior to such revocation.

21. Consent for Pharmacy Services

You acknowledge that in some cases, when allowed by law, one or more pharmacies may be involved in the processing and dispensing of your prescription. A pharmacy Provider may need to transfer or forward your prescription to another pharmacy. If that is necessary, based on the state in which you live, by continuing with this transaction, you authorize a pharmacy Provider to transfer the prescription to another pharmacy. You may cancel your prescription order at any time or request to transfer your prescription to another pharmacy.

22. Third-Party Offerings

The Service may allow you to display, use, access, interact with, receive, include, or make available other content, data, information, applications, services, or materials from third parties (collectively, the “Third-Party Offerings”). When you use any Third-Party Offerings, YOU DO SO AT YOUR OWN RISK. To the extent that the Service contains links to third parties and/or third-party sites, when you access those third parties or links, you do so at your own risk. Our inclusion of any access to third parties and/or links to Third-Party Offerings does not imply any endorsement or recommendation by us or any association with the providers of such Third-Party Offerings. None of the Third-Party Offerings are under our control and we are not responsible for any failure of such Third-Party Offerings.

The Nomi Health Parties and the Providers are not responsible for how Third-Party Offerings collect, safekeep, access, or use information that you supply to them or that we supply to them at your request or instruction. You are solely responsible for reading and understanding the terms of use and privacy policies of Third-Party Offerings before using or interacting with them. If you do not understand or do not agree to the terms of use or privacy policies of any Third-Party Offerings, you should not use or interact with those offerings or providers.

THE NOMI HEALTH PARTIES AND THE PROVIDERS HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COLLECTION AND USE BY ANY THIRD-PARTY OFFERINGS OF ANY INFORMATION THAT YOU SUPPLY TO THEM OR THAT WE SUPPLY TO THEM AT YOUR REQUEST OR INSTRUCTION, AS WELL AS THE AVAILABILITY, PERFORMANCE, TECHNICAL FAILURES, CONTENT, ACCURACY, EFFICACY, APPROPRIATENESS, SAFETY, LEGALITY, OR SECURITY OF THIRD-PARTY OFFERINGS OR ANY OTHER ASPECT OF THEIR FUNCTIONING OR INTERACTIONS. YOU AGREE THAT THE NOMI HEALTH PARTIES AND THE PROVIDERS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES, LOSS, OR OTHER HARM OF ANY SORT THAT RESULTS FROM OR IS ALLEGED TO HAVE RESULTED FROM YOUR INTERACTION WITH, OR A THIRD PARTY’S INTERACTION WITH, THE THIRD-PARTY OFFERINGS AND YOU ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES, LOSS, OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, THAT RESULTS FROM, OR ALLEGED TO HAVE RESULTED FROM, YOUR USE OF THIRD-PARTY OFFERINGS.

23. Notices

Notices to you hereunder shall be sent to the email address Nomi Health has on file for you when you registered for the Service and, for users from whom Nomi Health has not collected an email address or users that have otherwise requested to be removed from our email contact list, by prominently posting notice on the Site or App. Notices to Nomi Health shall be sent to 898 N. 1200 W., Suite 200, Orem, Utah 84057, Attention: Legal.

24. Governing Law

Consistent with the Federal Arbitration Act, the Terms shall be governed by and construed in accordance with the laws of the State of Utah, USA without regard to its conflicts of laws provision. For all claims not otherwise subject to arbitration, the parties hereby consent to the exclusive jurisdiction and venue in the state courts in Salt Lake County, Utah or any federal court located therein. In any action or proceeding to enforce or interpret the Terms, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys’ fees) that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

25. Miscellaneous

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

26. Complete Agreement, Waiver, Severability

The Terms are the entire and exclusive understanding and agreement between you, the Nomi Health Parties, and the Providers regarding your use of the Service. The Terms supersede all prior agreements, proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and the Nomi Health Parties and/or the Providers relating to the Service, the Site, the App, the Content, or the terms of its license to you, and may only be modified in writing signed by you and an authorized officer of Nomi Health. In the event any term of the Terms is held by a court of competent jurisdiction not to be enforceable, such unenforceability shall not affect the remaining terms of the Terms in such jurisdiction or render unenforceable or invalidate such terms and provisions of the Terms in other jurisdictions. Upon such determination that any of the terms of the Terms are held to be invalid under any applicable statute or rule of law, they shall be severed from the Terms and the remaining provisions of the Terms shall be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.

27. Assignment

You may not assign or transfer the Terms or your rights under the Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms at any time without notice or consent.

28. Modification of the Terms

We reserve the right, at our sole discretion, and at any time, to change or update the terms of the Terms. Please check the Terms periodically for changes or updates. Immaterial modifications are effective upon publication. If a change or update to the terms and conditions of the Terms materially modify your rights or obligations, we will update the “last updated” date at the top of this page and make reasonable efforts to notify you that material changes have been made to the Terms. Your continued use of the Service after any such change or update constitutes your acceptance of the new terms and conditions of the Terms. If you do not agree to the revised Terms, do not use or access (or continue to access) the Service.

29. Dispute Resolution

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with the Nomi Health Parties and/or the Providers and limits how you can seek relief from the Nomi Health Parties and/or the Providers.

Applicability of Arbitration Agreement

You agree that any dispute between you and any of the Nomi Health Parties and/or Providers relating in any way to the Service or the Terms will be resolved by binding arbitration, rather than in court, except that you or the Nomi Health Parties and/or Providers may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

This Arbitration Agreement shall survive the expiration or termination of the Terms and shall apply, without limitation, to all claims that arose or were asserted before the date you accept these Terms or any prior version of this Agreement. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Nomi Health Parties and/or Providers on your behalf. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of the Terms.

Informal Dispute Resolution Process (“Informal Dispute Resolution Process”)

There might be instances when a Dispute arises between you and the Nomi Health Parties and/or Providers. If that occurs, the Nomi Health Parties and/or Providers are committed to working with you to reach a reasonable resolution. You and the Nomi Health Parties and/or Providers agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and the Nomi Health Parties and/or Providers therefore agree that before any party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other parties in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to the Nomi Health Parties and/or Providers that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: legalservices@nomihealth.com or by regular mail to our offices located at 898 N. 1200 W., Suite 200, Orem, Utah 84057. The Notice must include:

your name, telephone number, mailing address, e‐mail address associated with your account (if you have one);
the name, telephone number, mailing address and e‐mail address of your counsel, if any; and
a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time a party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

Arbitration Rules and Forum

The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and Nomi Health Parties and/or Providers agree that a party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’ rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other parties with a request for arbitration (the “Request”). The Request must include:

the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account;
a statement of the legal claims being asserted and the factual bases of those claims;
a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars;
a statement certifying completion of the Informal Dispute Resolution Process as described above; and
evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that:

the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution;
the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and
the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Nomi Health Parties and/or Providers otherwise agree, or the Batch Arbitration process discussed in the subsection titled “Batch Arbitration” is triggered, the arbitration will be conducted in the county where you reside. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.

You and Nomi Health Parties and/or Providers agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following:

all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator;
except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator;
all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and
all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.

The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and Nomi Health Parties and/or Providers. Judgment on the arbitration award may be entered in any court having jurisdiction.

Waiver of Jury Trial

EXCEPT AS SPECIFIED IN THE SUBSECTION TITLED “APPLICABILITY OF ARBITRATION AGREEMENT”, YOU AND THE NOMI HEALTH PARTIES AND/OR PROVIDERS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Nomi Health Parties and/or Providers are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in subsection titled “Applicability of Arbitration Agreement” above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Other Non-Individualized Relief

YOU AND THE NOMI HEALTH PARTIES AND/OR PROVIDERS AGREE THAT, EXCEPT AS SPECIFIED IN THE SUBSECTION TITLED “BATCH ARBITRATION”, EACH PARTY MAY BRING CLAIMS AGAINST ANOTHER PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE INDIVIDUAL OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUAL OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Nomi Health Parties and/or Providers agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Utah. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or the Nomi Health Parties and/or Providers from participating in a class-wide settlement of claims.

Attorneys’ Fees and Costs

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Nomi Health Parties and/or Providers need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Nomi Health Parties and/or Providers agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against the Nomi Health Parties and/or Providers by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), you, the Nomi Health Parties, or the Providers may request that JAMS:

administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests);
appoint one arbitrator for each batch; and
provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by the Nomi Health Parties and/or Providers.

You and the Nomi Health Parties and/or Providers agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include:

the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and
the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: 898 N. 1200 W., Suite 200, Orem, Utah 84057 or email to legalservices@nomihealth.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms shall continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with the Nomi Health Parties and/or the Providers or may enter into in the future with the Nomi Health Parties and/or the Providers.

Invalidity, Expiration

Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with the Nomi Health Parties and/or the Providers as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Modification

Notwithstanding any provision in the Terms to the contrary, we agree that if the Nomi Health Parties and/or the Providers makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Nomi Health at the following address: 898 N. 1200 W., Suite 200, Orem, Utah 84057. Unless you reject the change within 30 days of such change become effective by writing to Nomi Health in accordance with the foregoing, your continued use of the Service, including the acceptance of products and services offered on the Site or App following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of the Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service or of the App or Site, any communications you receive, any products sold or distributed through the Site, App, the Service, or the Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms) remain in full force and effect. The Nomi Health Parties and/or the Providers will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of the Terms.

30. Apple and Android

The following terms apply when you access our App by obtaining it from either the Apple Store or Google Play (each an “App Distributor”):

the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App;
in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App;
you represent and warrant that 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 you are not listed on any U.S. government list of prohibited or restricted parties;
you must comply with applicable third-party terms of agreement when using the App, (e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application); and
you acknowledge and agree that the App Distributors are third-party beneficiaries of the license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in the license contained in these Terms against you as a third-party beneficiary thereof.

31. Force Majeure

We will not be deemed to be in breach of these Terms or liable for any breach of the Terms or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire or other disaster.

32. Claims of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe their rights under US copyright law have been infringed. If you believe in good faith that materials hosted by us infringe your copyright, you or your agent can send us a notice requesting that the material be removed or access to it blocked.

If you believe your copyright-protected work has been posted on the Site or in conjunction with Service in a way that constitutes copyright infringement (please consult an attorney to better understand your rights and obligations under Section 512(c) of the Copyright Act and other laws), please contact our DMCA Agent with a notice containing the following information:

Reasonably sufficient details to enable us to identify the work claimed to be infringed (e.g., title, author, any registration or tracking number, URL) or, in the case of multiple works, a representative list of such works;
Reasonably sufficient details to enable us to identify and locate the material claimed to be infringing (e.g., a link to the page that contains the material);
Your name, address, telephone number, and, if available, email address;
A statement that you have a good faith belief that the use of the material identified above is not authorized by the copyright owner, its agent, or the law;
A written statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and
Your physical or electronic signature.

If you believe material that you have posted to the Service has been improperly taken down, you may file a written counter-notice with our DMCA Agent. Please include the following details:

Identification of the material that has been removed or to which access has been disabled and the location at which it appeared before it was removed or disabled;
A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
Your name, address, telephone number, and, if available, email address;
A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside the US, for any judicial district in which Nomi Health may be found, and that you will accept service of process from the person who submitted a notice in compliance with Section (c)(1)(C) of the DMCA, as described above; and
Your physical or electronic signature.

DMCA notices must meet current statutory requirements imposed by the DMCA.

Please send DMCA notices to our DMCA Agent at the below address or by email (subject line “DMCA Communication”) to legalservices@nomihealth.com. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake, may be subject to liability. Please also be advised that we enforce a policy of terminating the Login Credentials of repeat infringers (i.e., users who have made two or more postings for which we receive a notice of infringement).

Nomi Health’s DMCA agent should be contacted only for the purposes set forth in this Section. NON-DMCA INQUIRIES DIRECTED TO NOMI HEALTH’S DMCA AGENT WILL NOT BE ANSWERED. MISUSE OF THE DMCA CAN SUBJECT YOU TO LIABILITY.

How to Contact Us

How to Contact Us:

Nomi Health
898 N. 1200 W., Suite 200
Orem, Utah 84057