Terms of Use

These Terms of Use (“Terms”) govern your use of the Site, which includes, without limitation, the terms for any Service(s) we offer.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE, INCLUDING WITHOUT LIMITATION, ANY ONLINE FEATURES, PORTALS, OR TOOLS WE MAKE AVAILABLE THROUGH THE SITE.

BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).

YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.

PLEASE BE AWARE THAT SECTION 12.2 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF YOUR ACCEPTANCE OF THESE TERMS. IN PARTICULAR: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A NAMED PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO HAVE A JURY TRIAL.

1.Services Do Not Provide Medical Advice

1.1The Content of the Services is not Medical Advice. The Services, including any content, are not designed to provide medical advice and are not designed to be a guided self-help program. The Services are not designed or intended to be a substitute for professional medical advice, diagnosis, or treatment. Although the Services may provide individualized support and feedback, the support and feedback is intended to and is only for informational purposes, not for medical advice, diagnosis, treatment or any other professional services. While the Services may provide access to certain general medical information, the Services cannot and are not intended to provide medical advice. YOUR USE OF INFORMATION PROVIDED ON OR THROUGH THE SITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON OR THROUGH THE SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read through the Services.

1.2Call for medical assistance. USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. Reliance upon any advice or information provided through the Services is solely at your own risk. If you have or suspect that you have a medical problem or condition, please contact a qualified healthcare professional immediately. IF YOU ARE CONSIDERING SUICIDE OR FEEL THAT YOU ARE A DANGER TO YOURSELF OR TO OTHERS, YOU MUST DISCONTINUE USE OF THE SERVICES IMMEDIATELY, CALL 911 OR NOTIFY APPROPRIATE POLICE OR EMERGENCY MEDICAL PERSONNEL.

1.3Endorsements of Health Professionals. Cleria Health does not endorse any medical or health care professional. Use of the Site or Services by a medical or healthcare professional does not and is not an endorsement of that medical or healthcare professional.

2.Definitions

2.1“Customer” means any person or entity that has entered into a separate agreement with Cleria Health (such as a software-as-a-service agreement) to use Cleria Health’s platform or services.

2.2“End User,” “you,” and “your” mean any individual who accesses or uses the Site.

2.3“Cleria Health,” “we,” “us” and “our” refers to Helia Health, LLC. d/b/a Cleria Health.

2.4“Service” or “Services” means the online services Cleria Health makes available through the Site to End Users, including without limitation access to any portals, tools, and functionality.

2.5“Site” refers to Cleria Health’s website at cleriahealth.com and other related blogs, domains, mobile sites, online services, and applications maintained by Cleria Health.

3.Accounts and Security

3.1Account Creation. To use certain features or Services on or through the Site, you may be required to create an account (“Account”) and provide certain information about yourself as prompted by the account registration form. In order to use the Services, you may be required to agree to additional or different terms and conditions. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site, subject to any rights or obligations that Cleria Health may have to retain data associated with your Account. Cleria Health may suspend or terminate your Account in accordance with Section 10.

3.2Account Security. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify Cleria Health promptly of any unauthorized use or suspected unauthorized use of your account or any other breach of security. Cleria Health is not liable for any loss or damage arising from your failure to safeguard your account credentials.

3.3Termination or Suspension. Cleria Health may, in its sole discretion and to the extent permitted by law, suspend or terminate your access to the Site or your account at any time, including if Cleria Health believes you have violated these Terms.

4.Use of the Site and Services; Ownership; License

4.1License. Subject to these Terms, Cleria Health grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site solely for your personal, non-commercial use in connection with viewing information or accessing the Services or, if you enter into a separate agreement with Cleria Health your license for the use of the Services will be set forth in the terms of that agreement, which will govern and control.

4.2Ownership. All content and materials, including without limitation, text, photographs, images, illustrations, artwork, audio and video clips, design, software, graphic material, trademarks, service marks and trade names, and all intellectual property rights in and to such items, whether embodied in the Site or in the Services, (“Content”) constitute the sole and exclusive property of Cleria Health or its subsidiaries, affiliates, licensors and content providers. Neither these Terms, nor your access to the Site or your use of the Services transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Cleria Health and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms. These Terms do not grant you any ownership interest in the Site, the Services, or any content.

4.3Acceptable Use. You agree not to: (a) use the Site or Services for any unlawful purpose or in violation of any applicable law or regulation; (b) use the Site or Services to harass, threaten, defraud, or otherwise harm any person; (c) attempt to gain unauthorized access to any portion of the Site, any accounts, computer systems, or networks connected to the Site, whether through hacking, password mining, or any other means; (d) introduce viruses, malware, or other harmful code into the Site or Services; (e) use any automated means (including bots, spiders, or scrapers) to access the Site or collect information from the Site, except for publicly available search engine indexing in accordance with standard robots.txt rules; (f) use the Site or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Site or that could damage, disable, overburden, or impair the functioning of the Site or Services; (g) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services, whether in whole or in part, or any content displayed on the Site or through the Services; (h) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (i) access the Site or use the Services to build a similar or competitive website, product, or service; (j) copy, reproduce, distribute, republish, download, display, post or transmit any part of the Site or the Services, except as expressly permitted in these Terms; (k) use the Site or Service in a manner that violates any third-party rights, including any privacy rights; and (l) use the Site or Services in a manner that causes Cleria Health to violate any laws, regulation, rights, or obligations or restrictions imposed by any third party. Cleria Health may, but is not obligated to, monitor use of the Site and Services, and may take any action it deems appropriate, including suspending or terminating access, if it believes these Terms have been violated.

4.4Authorization to Act on Behalf of a Third Party. If you provide information about another person or company, you represent that you have authority to do so and that such person has been informed about and has agreed to the processing of his/her information in accordance with these Terms and the Privacy Notice where required by law.

4.5Marks. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies of it.

4.6Modification. Cleria Health reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Cleria Health will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part of it.

4.7No Support or Maintenance. Unless otherwise agreed to in writing, you acknowledge and agree that Cleria Health will have no obligation to provide you with any support or maintenance in connection with the Site or Services.

4.8Feedback. If you provide Cleria Health with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Cleria Health all rights in such Feedback and agree that Cleria Health will have the right, without any limitation, to use and fully exploit such Feedback and related information in any manner it deems appropriate. Cleria Health will treat any Feedback you provide to Cleria Health as non-confidential and non-proprietary. You agree that you will not submit to Cleria Health any information or ideas that you consider to be confidential or proprietary.

5.Privacy; Data Collection and Consent

5.1Privacy Notice. Cleria Health’s collection, use, and disclosure of personal information through the Site and Services are described in our Privacy Notice, available at https://cleriahealth.com/privacy-policy/ (the “Privacy Notice”). The Privacy Notice is incorporated into and forms part of these Terms. By using the Site, you acknowledge that you have reviewed the Privacy Notice and consent to Cleria Health’s handling of your information as described there.

5.2Payment Data and Fraud Monitoring. When you use the Services to make payments, Cleria Health and its service providers may collect and process information such as your name, contact information, payment card or bank account details, transaction information, device information, and related data. You acknowledge and agree that this information may be used for purposes including: (a) processing and facilitating your payments; (b) preventing and detecting fraud, unauthorized transactions, and abuse; (c) complying with legal, regulatory, and network obligations; (d) operating, maintaining, improving, and securing the Site and Services; and (e) performing analytics, reporting, and aggregated or de-identified analyses.

6.Third-Party Links & Ads

The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Cleria Health, and Cleria Health is not responsible for any Third-Party Links & Ads. Cleria Health provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. Your use of Third-Party Links & Ads is at your own risk and you should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

7.Disclaimers

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK.

THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND CLERIA HEALTH (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, CERTAIN RESULTS WILL BE OBTAINED, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES, OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8.Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLERIA HEALTH (OR OUR SUPPLIERS OR SERVICE PROVIDERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF CLERIA HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU PAID AND RETAINED BY CLERIA HEALTH FOR THE SPECIFIC SERVICE GIVING RISE TO YOUR CLAIM OR FIVE DOLLARS ($5.00), WHICHEVER IS GREATER. YOU AGREE THAT OUR SUPPLIERS AND SERVICE PROVIDERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9.Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Cleria Health and its affiliates, officers, directors, employees, and agents from and against any claims, demands, actions, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your violation of these Terms; or (b) your use of the Site.

10.Term and Termination

Subject to this Section, these Terms will remain in full force and effect while you use the Site and/or Services. We may suspend or terminate your rights to use the Site and/or Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of these Terms. Upon termination of your rights under these Terms, your Account, and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of data associated with your account from our live databases or your inability to continue using the Services. Cleria Health will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your data or your inability to use the Services. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 4 through 9, and 12.

11.Copyright Policy.

Cleria Health respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

1. your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;
3. identification of the material on our services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material;
5. your address, telephone number, and email address;
6. a statement that you have a good-faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

12.General

12.1Changes. These Terms are subject to revision, and if we make any substantial changes, we will post the updated Terms on the Site, identifying the effective date of those updated terms. You are responsible for providing us with your most current email address. If the last email address that you have provided us is not valid, or for any reason cannot deliver to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes will indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

12.2Governing Law. The validity, interpretation, and performance of these Terms will be governed by the laws of the State of New York without giving effect to the conflicts of laws provisions or principals thereof. You agree to the exclusive jurisdiction of the state and federal courts located within New York County, New York.

(a)Waiver of Jury Trial. YOU AGREE, FOR YOURSELF AND ON BEHALF OF ANY ENTITY OR PERSON ON WHOSE BEHALF YOU ACCESS OR USE THE SITE OR SERVICES, TO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR ANY SERVICES.

(b)Waiver of Class or Other Non-Individualized Relief. You agree FOR YOURSELF AND ON BEHALF OF ANY COMPANY OR OTHER ENTITY ON WHOSE BEHALF YOU ARE USING THE SITE OR SERVICES, that (i) no legal proceeding shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general PUBLIC, OTHER CUSTOMERS, OR POTENTIAL CUSTOMERS or persons similarly situated, and (ii) no proceeding hereunder shall be consolidated with, or joined in any way with, any other proceeding. CLERIA HEALTH agrees to the same limitations set forth in this section.

12.3Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Cleria Health, or any products utilizing such data, in violation of the United States export laws or regulations.

12.4Electronic Communications. The communications between you and Cleria Health use electronic means, whether you use the Site or send us emails, or whether Cleria Health posts notices on the Site or communicates with you by email. For contractual purposes, you (a) consent to receive communications from Cleria Health in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Cleria Health provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

12.5Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Cleria Health’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Cleria Health may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

12.6Service-Specific Terms. If you register for and agree to separate terms and conditions governing your use of a particular Service, including as contemplated by Sections 3.1 and 4.1, those Service-specific terms will govern your use of that Service. In the event of any conflict between these Terms and such Service-specific terms, the Service-specific terms will control solely to the extent of the conflict and solely with respect to that Service, and these Terms will otherwise remain in full force and effect, including as to your use of the Site generally and any other Services.

12.7Contact Information:

Cleria Health

Email: contact@cleriahealth.com