Terms of Service

Hey! At TBD Health, we are all about clarity. Clarity when it comes to your sexual health. And clarity when it comes to the terms and conditions of our relationship. The law requires us to state certain things, we are going to try to make this as useful and transparent as possible.

TBD HEALTH INC. or “we”, “us”, or “TBD Health” own and operate the websites located at www.tbd.health, www.my.tbd.health, and vegas.tbd.health (collectively, the “Platform”). Your access to and use of the Platform and any of its content (“Content”), any products or services provided through the Platform or otherwise by TBD Health, and any affiliated website, software or application owned or operated by TBD Health (collectively, including the Platform and the Content, the “Service”) are governed by these Terms and Conditions (“Terms and Conditions” or “Agreement”).

Please read this Agreement carefully because it sets forth the important terms you will need to know about the Service. In this Agreement, the terms “you” and “yours” refer to the person using the Service.

Not for Emergencies

IF YOU HAVE A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR DOCTOR OR DIAL 911.

This website and the TBD Health Service are not appropriate for emergency care or urgent situations. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on the Platform. IF YOU HAVE A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR DOCTOR OR DIAL 911.

ARBITRATION NOTICE YOU AGREE THAT DISPUTES BETWEEN YOU AND US OR YOU AND THE PROVIDERS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE SERVICE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.

Acceptance of Terms and Conditions

By using the Service, you are agreeing to these Terms and Conditions. If you do not accept and agree to be bound by this Agreement in its entirety, you should not use the Service.

The Service is continually under development, and we reserve the right to revise or remove any part of this Agreement or the Service in our sole discretion at any time and without prior notice to you. Any changes to this Agreement are effective upon posting to the Platform. The date of the latest revision to this Agreement is at the bottom of this page. You should check this date periodically to ensure that you have reviewed the most recent version of this Agreement. Your continued use after a change to this Agreement has been posted constitutes your acceptance of this Agreement as modified by such changes. If you do not agree to be bound by the terms of this Agreement, you are not authorized to access or use the Platform or Service and must promptly exit this Platform.

Your Relationship with Us

TBD Health’s core business is to facilitate direct to consumer testing for sexually transmitted infections (“STIs”) and offer sexual health consults in connection with the STI test results and regarding sexual health more broadly. We make certain products and services sold or offered by (a) TBD Health, (b) third party-licensed medical providers, CLIA certified laboratories, or pharmacies (collectively, the “Providers”), or (c) other vendors available to individuals who register as users of the Service (“Users”). TBD Health is not a laboratory and does not manufacture or own any laboratory tests or medical devices. TBD Health offers you access to licensed healthcare professionals either via telemedicine or in-person at our Las Vegas, Nevada or Denver, Colorado clinics, or a combination of the above.

Any services you receive from the Providers or other vendors may be subject to additional terms and conditions from those Providers or vendors. Currently, the Providers provide the Service in connection with sexual health, and the Service is not appropriate for all medical conditions. Your interactions with the Providers via the Platform are not intended to take the place of your relationship with your regular health care practitioners or primary care physician.

We do not control or interfere with the practice of medicine by the Providers and each of the Providers is solely responsible for the medical care and treatment or other services he or she provides to you. TBD Health makes no representations or warranties about the suitability, reliability, timeliness or accuracy of the medical care and treatment provided by the Providers. You acknowledge that your reliance on any Providers or information delivered by the Providers via the Platform is solely at your own risk and you assume full responsibility for all risks associated herewith.

In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy.

Consent to Communications

By using the Platform or Service or otherwise sending us emails, messages, and other communications, you are communicating with us electronically. You acknowledge and agree that TBD Health and Providers may send you messages, reports, and emails via the Service regarding your care and/or the Service or products available. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that TBD Health will not monitor these messages or otherwise participate in your care. Neither TBD Health nor any Provider will be responsible and you will not hold TBD Health or any Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from TBD Health or the Provider(s).

By providing your mobile number, you are agreeing to be contacted by or on behalf of TBD Health at the mobile number you have provided, including calls and text messages, to receive informational, and communications relating to the website and Service. Message and data rates may apply. To stop receiving text messages, follow the opt-out instructions in the text message.

TBD Health is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAM-SPAM Act”) and the Telephone Consumer Protection Act (“TCPA”). Emails, newsletters, and text messages received from us are intended to fully comply with the CAM-SPAM Act and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM Act or the TCPA, please contact us immediately at hello@tbd.health.

Prescription Products

TBD Health partners with third party pharmacies to make certain additional products available to you through the Platform. TBD Health is not a pharmacy and is not responsible for stocking, maintaining, dispensing, or shipping any drug products. Certain products available through the Platform require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription product through the Platform unless you have completed a consultation with one of the Providers, the Provider has determined the prescription product is appropriate for you, and the Provider has written a prescription.

If a Provider determines a prescription product is appropriate for you and writes a prescription, you may either order the prescription through the Platform and it will be filled and dispensed by one of our third party pharmacy partners, or you may fill the prescription at any pharmacy of your choice. Providers do not provide or prescribe any DEA controlled substances or scheduled medications. Providers reserve the right to deny care for actual or potential misuse of the Service.

Terms of Sale

All products offered for sale by TBD Health are subject to availability and we reserve the right to impose quantity limits on any order or reject all or any part of an order without prior notice. In the event of an error, we reserve the right to correct the error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged. Prices for products are subject to change at any time, but changes will not affect any order for products you have already placed. You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Taxes”) due with respect to your purchase of products or services through our Service. We will collect applicable Taxes if we determine we have a duty to collect Taxes. We will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. The actual Taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates. We are not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.

Only valid payment methods acceptable to us may be used to complete a purchase via the Service. You represent and warrant that you are authorized to use your designated payment method. You authorize us to charge your designated payment method for the total amount of your order (including any applicable taxes and shipping and handling charges). If any of the products in your order are unavailable, we will only charge the prices, Taxes and other applicable charges associated with the products that are included in the shipment. In connection with any purchase you make through the service, you may be asked to supply certain information relevant to the transaction, including, without limitation, your credit card number and expiration date, your billing address, your shipping address, your phone number and/or your email address. By submitting such information, you grant TBD Health without charge the right to provide such information to third parties (e.g., payment processing companies, buyers on the Service, sellers on the Service) for the purpose of facilitating the transaction.

All credit card, debit card and other monetary transactions on or through the Service occur through an online payment processing application(s) accessible through the Service. This online payment processing application(s) is provided by TBD Health’ third-party online payment processing vendor, Authorize.net (“Authorize”). Additional information about Authorize, its privacy policy and its information security measures (collectively, the “Authorize Policies”) should be available on the Authorize website located at https://www.authorize.net or by contacting Authorize directly. Reference is made to the Authorize Policies for informational purposes only and are in no way incorporated into or made a part of this Privacy Policy.

You agree to pay any shipping and handling charges, if any, shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the changes applicable to you before you make your purchase. Any delivery dates or times shown as part of the checkout process are estimates only and are not guaranteed. Unless we state otherwise in writing via the Service, risk of loss or damage to a product passes to you upon delivery of the product to our designated carrier.

We reserve the right to remedy User issues and concerns in connection with the Service on a case by case basis. We reserve the right, in our sole discretion, to resolve customer issues and concerns based on the facts and circumstances of each User.

Limited Use, Availability, and Access

Our Service is currently only available to individuals who are located in those states in which we offer the Service and are at least fifteen (15) years of age, and either (i) have reached the age of majority under state law, (ii) state law permits a minor to consent to the Services, or (iii) a parent or guardian has authorized the individual to obtain the Services. By visiting, accessing, registering with or using the Service, you are: (a) representing and warranting to us that you satisfy all of these eligibility requirements; (b) representing and warranting that when you use the Service to consult with a Provider, you are located in the same state as the shipping address you provide in your account; (c) agreeing to comply with all applicable laws in visiting, accessing, registering with, or using the service; and (d) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

Certain products available through the Service are subject to additional age restrictions, and not all products or services on our Platform are available to all ages.

In some cases, the Service may not be the most appropriate way for you to provide information to, communicate with, or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Provider, or your Provider may determine that your diagnosis and/or treatment requires an in-person office visit or are otherwise not appropriately addressed through use of the Service. In such a case, you may receive notification that you will be unable to use the Service for the particular issue you submitted and provides additional information regarding next steps.

Your Duty to Provide Information, Access, and Connectivity

You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Service) to enable use of the Service, including but not limited to, a computer or mobile device with a video camera and Internet access. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service. You also have a duty to provide truthful, accurate and complete information in any forms or other communications you submit to or through the Service. We reserve the right to change the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice.

Registration; User Accounts, Passwords, and Security

You are obligated to register and set up an account in the Platform in order to access the Service, and the Service is available only to Users who have registered and have been granted accounts with usernames and passwords. You agree to accurately maintain and update any information about yourself that you have provided to TBD Health or the Providers. If you do not keep such information current, or fail to submit truthful, accurate and complete information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of the Service. You also agree to immediately notify TBD Health of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Service by emailing TBD Health at hello@tbd.health. In addition, you agree to keep confidential your username and password and to exit from your User account at the end of each session. TBD Health explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else’s account at any time and you may not allow others to use your account to access the Service.

When establishing an account, you will be required to provide a username and password that will be used as your login for your account. To help protect the privacy of data you transmit through the Service, where personally identifiable information is requested, we also use technology designed to encrypt the information that you input before it is sent to us using Secure Sockets Layer (SSL) technology or similar encryption technology. In addition, we take steps to protect the User data we collect against unauthorized access. However, you should keep in mind that the Service and our services are run on software, hardware, and networks, any component of which may, from time to time, require maintenance or experience problems or breaches of security beyond our control. In addition, persons with access to your computer, phone, or other mobile or other devices may be able to access the Service and information about you, including medical information, contained in the Service. It is your responsibility to affirmatively logout from your account when you are not actively using it. It is also your responsibility to secure and prevent unauthorized physical access to your computer, phone and other devices, and to protect the confidentiality of your username and password.

You must exercise caution, good sense, and sound judgment in using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. TBD Health may investigate any alleged or suspected violations and if a criminal violation is suspected, TBD Health may cooperate with law enforcement agencies in their investigations. Your access to the Service may be revoked by TBD Health at any time with or without cause.

Prohibited Uses

Any use or attempted use of the Service (i) for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, (iii) that could interfere with any other party’s use and enjoyment of the Service, (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means, (v) to access systems, data, or information not intended by TBD Health to be made accessible to a user, (vi) to obtain any materials, or information through any means not intentionally made available by TBD Health, (vii) to reverse engineer, disassemble or decompile any section or technology on the Service, or (viii) for any use other than the business purpose for which it was intended, is prohibited.

In addition, in connection with your use of the Service, you agree you will not: (a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or that may invade another’s right of privacy or publicity; (b) create a false identity or duplicative accounts for the purpose of misleading others or impersonate any person or entity, including, without limitation, any TBD Health representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; (e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (f) use the Service’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation, commercial or otherwise; (h) violate any applicable local, state, national or international law; (i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; (j) delete or revise any material posted by any other person or entity; (k) manipulate or otherwise display the Service by using framing, mirroring or similar navigational technology; (l) probe, scan, test the vulnerability of or breach the authentication measures of, the Service or any related networks or systems; (m) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so; (n) harvest or otherwise collect information about others, including email addresses; (o) use any robot, spider, scraper, or other automated or manual means to access the Service, or copy, download, distribute or reproduce any content or information on the Service; or (p) assist or permit any person in engaging in any of these activities.

TBD Health reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a User's access and/or account. TBD Health may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.

Except as may be provided in the Privacy Policy or prohibited by applicable law, TBD Health reserves the right at all times to disclose any information as TBD Health deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in TBD Health’ sole discretion.

Right to Monitor

TBD Health reserves the right to monitor general use of the Service at any time as it deems appropriate and to remove any materials that, in TBD Health’ sole discretion, may be illegal, may subject TBD Health to liability, may violate this Agreement, or are, in the sole discretion of TBD Health, inconsistent with TBD Health’ purpose for the Service.

Consent to Use of Telehealth Services

In order to use the Service, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Consent to Telehealth Services”) when you create your account, which you can find here: Telehealth Consent.

Use and Ownership of the Service

The Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to this Agreement, TBD Health grants you a limited, non-transferable, revocable license to access and use the Service for your personal use. Unless otherwise specified by TBD Health in a separate license, your right to use any of the Service or the Content is subject to this Agreement and all rights in the Service and Content are reserved by TBD Health. You agree that TBD Health and its suppliers own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, concepts, photographs, product descriptions, blog posts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Service. TBD Health’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of TBD Health and may not be used without permission, including in connection with any third-party products or services. Other trademarks, service marks, and trade names that may appear on or in the Service are the property of their respective owners.

License to Information Submitted via the Service

Except with respect to protected health information or personal information that is protected by law, any information you transmit to TBD Health via the Service, whether by direct entry, submission, email or otherwise, including data, questions, comments, forum communications, or suggestions (collectively, “Submissions”), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary. Subject to any applicable account settings that you select, you grant TBD Health a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Submissions (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Submissions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not TBD Health, are responsible for all Submissions that you provide to the Service. In addition to the foregoing, TBD Health shall have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that TBD Health deems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submissions. You further agree that you shall have no right of approval and no claim to compensation in connection with the Submissions.

If a Submission you make contains protected health information or any other information protected by law, TBD Health’s rights under this section with respect to the use or disclosure of such protected information will be limited as and to the extent required under applicable law.

Third-Party Goods and Services

Parties other than TBD Health, including Providers, (collectively, “Third Parties”) provide services or sell products or samples through the Service, and TBD Health may also make available to you for purchase certain services, devices, items, or products manufactured, distributed or sold by Third Parties (“Third Party Goods and Services”). Your use of any Third Party Goods and Services and any interactions with Third Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such use or interactions, are solely between you and such Third Parties. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction involving Third Parties or any Third Party Goods and Services. You are solely responsible for, and shall exercise caution, discretion, common sense and judgment in, using the Service and disclosing personal information.

You agree that TBD Health shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Platform, any Third Party Goods and Services, or your interactions with any Third Parties. In the event of any dispute between you and any Third Party, any other User or any other entity or individual, you understand and agree that TBD Health is under no obligation to become involved in such dispute, and you hereby release and indemnify TBD Health, its affiliates and all of their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, “TBD Health Parties”) from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Certain of TBD Health’s shareholders, directors, officers, employees, contractors or agents (collectively, “TBD Health Owners and Personnel”) may have a financial interest in one or more Third Parties, and may profit from your use of the Third Parties and/or the sale of Third Party Goods and Services to you.

Termination

TBD Health may terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement, if our agreement with the Providers terminates, or if we discontinue the Service. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitation of liability, arbitration and resolution of Disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with TBD Health. You agree that if your use of the Service is terminated pursuant to this Agreement, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold all TBD Health Parties harmless from any and all liability that any such TBD Health Parties may incur with respect thereto.

Except as otherwise provided in the Privacy Policy or as required by applicable law (including any obligation to provide access to health records), we have no obligation, whether before or after the termination of your use of the Service, to return or otherwise provide to you or any third party on your behalf any Content, any information you provide to us, any information your Providers provided to us about or relating to you, or any other information that we may have that relates to you.

Disclaimers of Warranty

Content and other information contained on the Service is provided by TBD Health as a convenience. Users relying on Content or other information from the Service do so at their own risk.

THE SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ANY ACCESS TO OR USE OF THE SERVICE IS VOLUNTARY AND AT THE SOLE RISK OF THE USER. THE TBD HEALTH PARTIES AND EACH THIRD-PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE, INCLUDING THE PROVIDERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PARTICULAR PURPOSEWITH REGARD TO THE SERVICE, AND WITH RESPECT TO ANY INFORMATION, CONTENT, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SERVICE OR THE PLATFORM. TBD HEALTH DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF THE SERVICE. TBD HEALTH DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TBD HEALTH PARTIES OR ANY THIRD-PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE, INCLUDING THE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY INFORMATION AND CONTENT MADE AVAILABLE THROUGH THE SERVICE OR ANY SERVICES PERFORMED BY THE PROVIDER(S), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER TBD HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TBD HEALTH PARTIES SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,000.

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM, SERVICE, OR CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, SERVICE, OR CONTENT IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE PLATFORM, SERVICE, OR CONTENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT OUR LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold the TBD Health Parties and any Third Party offering products or services through the Service, including the Providers, harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Service, your fraud, violation of law, willful misconduct, any breach by you of these Terms and Conditions, or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third-party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

Notices

Any notices to you from TBD Health regarding the Service or this Agreement may be made by email, a posted notice on the Service, or regular mail, in the sole discretion of TBD Health.

Electronic Communications

When you access or use the Service or send emails to us or the Providers, you are communicating with us or the Providers electronically. You consent to receive communications from us and the Providers electronically. We will communicate with you via email or through the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms and Conditions.

Consent to Receive Calls and Text Messages

By providing your mobile number, you are agreeing to be contacted by or on behalf of TBD Health and all Providers at the mobile number you have provided, including calls and text messages, to receive informational Platform-, Content-, or Service- related communications (e.g., progress tracking, refill reminders, checkup reminders, etc.) and marketing communications relating to the Platform and Services. Message and data rates may apply. For help, text the word HELP. To stop receiving text messages text the word STOP. We may confirm your opt out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message and/or respond to your STOP message by texting you a request to identify services you wish to stop. Keep in mind that if you stop receiving text messages from us, you may not receive important and helpful information and reminders in connection with your previous use of the Service.

Copyright

It is TBD Health’s policy to terminate membership privileges of any User who repeatedly infringes any copyright upon prompt notification to TBD Health by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent, at the email address below, with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for TBD Health’s Copyright Agent for notice of claims of copyright infringement is as follows: hello@tbd.health.

Entire Agreement

This Agreement and any other agreements TBD Health may make publicly available in connection with the Service or that you and TBD Health may execute from to time constitute the entire agreement between TBD Health and you in connection with your use of the Service and supersede any prior agreements between TBD Health and you regarding use of the Service, including prior versions of this Agreement.

Disputes; Binding Arbitration; Class Waiver

Please read this section carefully, as it affects your legal rights, including your right to file a lawsuit.

Binding Arbitration

YOU EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE, OR OTHER CONTROVERSY BETWEEN YOU AND TBD HEALTH OR YOU AND ANY OF THE PROVIDERS ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO TBD HEALTH, THE PLATFORM, THE CONTENT, OR THE SERVICE, OR ANY OTHER TBD HEALTH GOODS, SERVICES, OR ADVERTISING, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THIS AGREEMENT (COLLECTIVELY “DISPUTES”), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA'S COMMERCIAL ARBITRATION RULES AND, IF THE ARBITRATOR DEEMS THEM APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY “RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. The right to discovery may also be more limited in arbitration than in court. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.

Payment of arbitration costs will be governed by the AAA’s fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case TBD Health will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. TBD Health also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.

The arbitration shall be conducted in New York, NY, unless the parties agree otherwise in writing or as otherwise required by applicable law. The arbitrator’s award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction.

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at www.adr.org.

Exceptions

Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and/or (c) any claim for equitable relief; then you and TBD Health agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in Connecticut, and both parties agree to submit to the personal jurisdiction of such courts in connection with such proceedings. In addition to the foregoing, either party may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration as long as such action remains in such court and advances only on an individual (non-class, non-representative) basis.

Class Action Waiver

ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THIS AGREEMENT AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE JOINED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. NO ARBITRATION SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If a decision is issued stating that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for relief, then such claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and may be brought exclusively in the state or federal courts located in Connecticut, subject to the parties’ respective rights to appeal the decision. All other claims or requests for relief shall be arbitrated. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties remaining in arbitration are finally resolved. The parties agree to submit to the personal jurisdiction of the federal and state courts located in Connecticut for purposes of resolving any claims or requests for relief severed from arbitration pursuant to this paragraph.

Opt-Out Procedure

You can opt out of the provisions of this Agreement that require the arbitration of Disputes within 30 days of the date that you first agree to any version of this Agreement that requires arbitration of disputes with TBD Health. To opt out, you must send your name, residence address, and email address together with a clear statement that you want to opt out of the requirement to arbitrate disputes with TBD Health to: TBD Health, 11 Darien Close, Darien, CT 06820 ATTN: TBD Health Arbitration Opt-Out.

Dispute Process

Before you commence arbitration of a Dispute, you must provide us with a written Notice of Dispute that includes your name, residence address, username (if applicable) and email address associated with your User account (if applicable), a detailed description of the Dispute, and the relief you seek. Before we commence arbitration of a Dispute against you, we will provide a written Notice of Dispute to you with a detailed description of the Dispute and the relief we seek. Any Notice of Dispute you send to us should be mailed to TBD Health, 680 E. Main Street, 1108, Stamford, CT 06901, ATTN: TBD Health Dispute Notice. If we are unable to resolve a Dispute within 30 days after the applicable Notice of Dispute is received, either party may commence arbitration. Notwithstanding anything to the contrary in this Agreement, if we make any future material modification to any provisions of this Agreement that govern the arbitration or resolution of Disputes, such changes will not apply to any Dispute between you and us for which either party had previously provided a written Notice of Dispute to the other in accordance with this paragraph.

Further, if we make any future material changes to the provisions of this Agreement that govern the arbitration or resolution of Disputes, you may reject such changes by sending a written notice of your rejection decision to us at TBD Health, 680 E. Main Street, 1108, Stamford, CT 06901 within 30 days of the effective date of such modifications.

Governing Law; Venue; Severability of Provisions

This Service is controlled and operated by TBD Health from our offices in Connecticut. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable. Access to the Service from jurisdictions where the contents of the Service are illegal or penalized is prohibited.

The validity, interpretation, construction and performance of this Agreement will be governed by the Federal Arbitration Act and the laws of the State of Delaware, without regard to any conflicts of law provisions.

All parts of this Agreement apply to the maximum extent permitted by law. Our failure to enforce any provision of this Agreement will not constitute a waiver of such right. We both agree that if we cannot enforce a part of this Agreement as written, then that part will be replaced with terms that most closely match the intent of the unenforceable part to the extent permitted by law. Except as otherwise provided in this Agreement, the invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

No Agency Relationship

Neither this Agreement, nor any Content, materials or features of the Service create any partnership, joint venture, employment, or other agency relationship between you and TBD Health, the Providers, or any third party affiliates which participate in the Service. You may not enter into any contract on our behalf or bind us in any way.

Assignment

You may not assign any of your rights under this Agreement, and any such attempt will be null and void. TBD Health may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to this Agreement to any affiliate of TBD Health or to another third party in the event that some or all of the business of TBD Health is transferred to such other third party by way of merger, sale of its assets or otherwise.

Third Party Beneficiaries

Any use of third-party software provided in connection with the Service, or any third-party product or service accessed or used in connection with the Service, will be governed by the applicable third-party’s license or terms of use, and not by this Agreement. In addition, this Agreement, your use of the Service must comply with all applicable third-party terms of agreement.

Except for the foregoing or as otherwise specifically set forth in this Agreement, including with respect to the indemnification obligations contained herein in favor of the Providers and the agreement to arbitration, we hereby expressly agree that there is no intent by either party to create or establish third-party beneficiary status rights or their equivalent in any other referenced individual, subcontractor or third party, including the Providers, and, except as specifically set forth in this Agreement, that no third party shall have any right to enforce any right or enjoy any benefit that is created or established under this Agreement.

Contacting Us

If you have any questions or concerns about this Agreement, please contact us by email at hello@tbd.health. We will attempt to respond to your questions or concerns promptly after we receive them.

Last updated: April 3, 2024