Sana Health Terms of Use
Version 4
Effective Date: March 7, 2022
PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES OF SANA HEALTH, INC., ITS AFFILIATES OR AGENTS (“SANA HEALTH,” “US,” “OUR,” AND “WE”) ON WHICH A LINK TO THE TERMS OF USE APPEAR (COLLECTIVELY, THE “SITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY SANA HEALTH. THE TERMS OF USE GOVERNS: (A) YOUR USE OF THE SITE AND OUR MOBILE APPLICATIONS (“APPS”), (B) YOUR PURCHASE OF ANY PRODUCT WE SELL OR OUR SITE OR APP (THE “SANA PRODUCTS”) AND (C) YOUR USE OF THE SERVICES, SANA PRODUCTS, INFORMATION AND CONTENT, AVAILABLE OR ENABLED VIA THE SITE OR APP (COLLECTIVELY, THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” AND “NEXT” BUTTON, COMPLETING THE REGISTRATION PROCESS, PURCHASING SANA PRODUCTS, DOWNLOADING THE APP, AND/OR ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY AND, IF APPLICABLE, ON BEHALF OF ANY LEGAL ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT LEGAL ENTITY TO THE TERMS OF USE; AND (3) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SANA HEALTH. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU ACCESS OR USE THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.
PLEASE BE AWARE THAT SECTION 16 OF THE TERMS OF USE, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
Your use of, and participation in the Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use any portion of the Services that is subject to these additional terms (“Supplemental Service”). If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY SANA HEALTH IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Sana Health will make a new copy of the Terms of Use available in the App and any new Supplemental Terms will be made available from within, or through, the affected Service on the App. We will also update the “Last Updated” date at the top of the Terms of Use. If we make material changes to the Terms of Use, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail, if you have an account, or another manner through the Services (which may include posting an announcement on our App). Sana Health may require you to provide consent to the updated Agreement in a specified manner before further use of the App and/or the Services are permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the App and/or the Services. Otherwise, your continued use of the App and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.
Our Services.
Through the Services, Sana Health allows Registered Users (as defined in Section 3.1) to purchase or lease the Sana Product and utilize our App to monitor the data collected by the Sana Product (“Sana Product Data”). Sana Health delivers the Sana Product Data to each Registered User’s mobile device through the App. For more information on the data we collect, please review our Privacy Policy. While use of the Sana Product and the Sana Product Data collected through the App is specific to each Registered User, the Services enable Registered Users to allow other authorized guests (“Authorized User(s)”) to try the Sana Product without purchasing the Sana Product or registering for an Account under a separate profile of the Registered User’s Account. Registered Users remain responsible, under the Agreement, for all Authorized Users’ use of the Sana Product and the Services. Registered Users agree that they will be liable for any breach of the Agreement resulting from or relating to an Authorized Users’ use of the Sana Device or Services.
SANA HEALTH PROPERTIES.
The App, the Site, and the Services, and the information and content available on the App, the Site and the Services (as these terms are defined herein) (each, a “Sana Health Property” and collectively, the “Sana Health Properties”) are protected by U.S. intellectual property laws. Unless otherwise specified by Sana Health in a separate license, your right to use any and all Sana Health Properties is subject to the Agreement. Subject to the Agreement, Sana Health grants you a limited license to reproduce portions of the Sana Health Properties for the sole purpose of using the Services for your personal purposes.
App License. Subject to your compliance with the Agreement, Sana Health grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a mobile device, platform or computer that you own or control and to run such copy of the App solely for your own personal, non-commercial purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “Apple App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Furthermore, with respect to any App accessed through or downloaded from Google Play (a “Google Play Sourced Application”), you may have additional license rights and/or restrictions with respect to use of the App.
Updates. You understand that the Sana Health Properties are evolving. As a result, Sana Health may require you to accept updates to the Sana Health Properties that you have installed on your mobile device. You acknowledge and agree that Sana Health may update the Sana Health Properties with or without notifying you. You may need to update third-party software and agree to third-party agree from time to time in order to use the Sana Health Properties.
Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Sana Health Properties or any portion of the Sana Health Properties, including the App; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other the Sana Health Properties (including images, text, page layout or form) of Sana Health; (c) you shall not use any metatags or other “hidden text” using Sana Health’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Sana Health Properties, including the Sana Device, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the App (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the App for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Sana Health Properties in order to build a similar or competitive App product or service; (g) except as expressly stated herein, no part of the Sana Health Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Sana Health Properties or Sana Product. Any future release, update or other addition to the Sana Health Properties shall be subject to the Agreement. Sana Health, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Sana Health Property terminates the licenses granted by Sana Health pursuant to the Agreement.
Third-Party Materials. As a part of the Sana Health Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Sana Health to monitor such materials and that you access these materials at your own risk.
REGISTRATION.
Registering Your Account. In order to access the App and use the Sana Product, you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the App (“Account”).
Registration Data. In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (l) at least thirteen (18) years old; (m) of legal age to form a binding contract or that you have reviewed the Terms of Use with your parent or legal guardian and he or she agrees to the Terms of Use on your behalf; and (n) not a person barred from using the Sana Health Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Sana Health Properties by minors. With the exception of Authorized Users, you may not share your Account or password with anyone, and you agree to (y) notify Sana Health immediately of any unauthorized use of your password or any other breach of security; and (z) enable standard security features on your devices including password protection and remote wipe functions, or ensure you exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Sana Health has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Sana Health has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). With the exception of Authorized Users, you agree not to create an Account on behalf of someone other than yourself. Sana Health reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Sana Health Properties if you have been previously removed by Sana Health, or if you have been previously banned from any of the Sana Health Properties.
Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Sana Health.
Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Sana Health Properties, including but not limited to, a mobile device that is suitable to connect with and use the Sana Health Properties. You are solely responsible for any fees, fees for any third-party platforms, Internet connection or mobile fees, that you incur when accessing the Sana Health Properties. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon Services. Sana Health will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us by emailing privacy@sana.io.
RESPONSIBILITY FOR CONTENT.
Types of Content. You acknowledge that all information supplied in and on the App and Services (“Content”), including the Sana Health Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Sana Health, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Sana Health Properties (“Your Content”), and that you and other Registered Users, and not Sana Health, are similarly responsible for all Content that you and they Make Available through the Sana Health Properties (“User Content”).
The content you provide may include details of your health and wellbeing. As data reported anecdotally and not verified by a healthcare professional, the protections of HIPAA do not apply to this data. You should therefore limit the level of detail provided to that which you are comfortable with. Sana will make reasonable efforts to protect your data and to comply with the spirit of HIPAA regulations, but does not consider this data to be applicable to the requirements of health data protection legislations
No Obligation to Pre-Screen Content. You acknowledge that Sana Health has no obligation to pre-screen Content (including, but not limited to, User Content), although Sana Health reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, video, or voice communications. In the event that Sana Health pre-screens, refuses or removes any Content, you acknowledge that Sana Health will do so for Sana Health’s benefit, not yours. Without limiting the foregoing, Sana Health shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
Storage. Unless expressly agreed to by Sana Health in writing elsewhere, Sana Health has no obligation to store any of Your Content that you Make Available on the Sana Health Properties. Sana Health has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Sana Health Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. You agree that Sana Health retains the right to create reasonable limits on Sana Health’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Services and as otherwise determined by Sana Health in its sole discretion.
OWNERSHIP.
The Sana Health Properties. Except with respect to Your Content and User Content, you agree that Sana Health and its suppliers own all rights, title and interest in the Sana Health Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Sana Health Properties.
The Sana Product. Except in the event that you purchase a Sana Product for an eighteen- month Sana Product Term (as defined in Section 9.1), and subject to the terms of the Agreement, Sana Health hereby leases you the Sana Product identified in your Order (as defined in Section 9.1), and the Sana Product, including all worldwide intellectual property rights in such Sana Product, are the exclusive property of Sana Health and its suppliers. You will only use the Sana Product in a careful and proper manner, and only in conjunction with the Services, for your internal use and their intended purposes. The Sana Products are also subject to the restrictions set forth in Section 2.3. You will, at your sole expense, keep and maintain the Sana Product clean and in good working order and repair during the Sana Product Term. In the event any Sana Product is lost or materially damaged by you, you will pay to Sana Health the replacement cost of the Sana Product. Your use of the Sana Product is subject to the terms and conditions of the Agreement. Subject to the limited warranty set forth in Section 12.4, you are responsible for the repair or replacement of all Sana Products. Except in the event that you purchase a Sana Product for an eighteen-month Sana Product Term, upon the expiration of Sana Product Term, you will return the Sana Product in accordance with any instructions provided by us.
Trademarks., and all related graphics, logos, service marks and trade names used on or in connection with any the Sana Health Properties or in connection with the Services are the trademarks of Sana Health and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Sana Health Properties are the property of their respective owners.
Other Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in the Sana Health Properties.
Your Content. Sana Health does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on the Sana Health Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non- exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
License to Your Content. You grant Sana Health a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, host, display, publish, license, distribute, reproduce, modify and adapt Your Content (in whole or in part) for the purposes of operating, providing, developing and improving the Sana Health Properties to you and to our other Registered Users; as well as researching and developing new Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, 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 Sana Health, are responsible for all of Your Content that you Make Available on the Sana Health Properties.
Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Sana Health in its sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Sana Health through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Sana Health has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Sana Health a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of our App, Services, the Sana Health Properties and/or Sana Health’s business.
USER CONDUCT.
Prohibitions on Use. As a condition of use, you agree not to use the Sana Health Properties for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the Sana Health Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) impersonates any person or entity, including any employee or representative of Sana Health; (vi) interferes with or attempts to interfere with the proper functioning of the Sana Health Properties or uses the Sana Health Properties in any way not expressly permitted by the Agreement; or (vii) to attempt or engage in any potentially harmful acts that are directed against the Sana Health Properties, including but not limited to violating or attempting to violate any security features of the Sana Health Properties, using manual or automated software or other means to access, "scrape," "crawl" or "spider" any pages contained in the Sana Health Properties, introducing viruses, worms, or similar harmful code into the Sana Health Properties, or interfering or attempting to interfere with use of the Sana Health Properties by any other User, host or network, including by means of overloading, "flooding," "spamming," "mail bombing", or "crashing" the Sana Health Properties.
Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Agreement):
Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation in connection with any Sana Health Property.
Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Sana Health Properties (including your Account), or access to or use of the Sana Health Properties.
Use the Sana Health Properties or any part thereof for any commercial purpose, including, but not limited to, communicating or facilitating any commercial advertisement or solicitation.
Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise) in connection with the Sana Health Properties; or
Market any goods or services for any business purposes on or in connection with any the Sana Health Properties.
INVESTIGATIONS. Sana Health may, but is not obligated to, monitor or review the Sana Health Properties and Content at any time. Without limiting the foregoing, Sana Health shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Sana Health does not generally monitor user activity occurring in connection with the Sana Health Properties or Content, if Sana Health becomes aware of any possible violations by you of any provision of the Agreement, Sana Health reserves the right to investigate such violations, and Sana Health may, at its sole discretion, immediately terminate your license to use the Sana Health Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
THIRD-PARTY SERVICES.
Third-Party Websites, Applications and Ads. The Sana Health Properties may contain links to third-party websites (“Third-Party Websites”), and applications (“Third-Party Applications”), and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third- Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the Sana Health Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Sana Health. Sana Health is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Sana Health provides these Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third- Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third- Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Third-Party Content. The Sana Health Properties may utilize or include content, software, and other copyrighted materials provided by third parties (“Third-Party Content”). Your use of such Third-Party Content is governed by their respective terms and conditions. By Accepting the Terms of Use, you are also accepting the additional terms and conditions of the third parties. Sana Health expressly disclaims any and all warranties in connection with Third-Party Content and shall have no liability in connection therewith.
Third-Party Costs. We are not liable for costs arising out of services demanded by you that are not provided by Sana Health. This shall in particular apply to costs of data transfer from or to your device to a third party
App Stores. You acknowledge and agree that the availability of the App and the Services are dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (the “App Store”). You acknowledge that the Agreement is between you and Sana Health and not with the App Store. Sana Health, not the App Store, is solely responsible for the Sana Health Properties, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Sana Health Properties, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Sana Health Property, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
Advertising Revenue. Sana Health reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that Sana Health has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Sana Health as a result of such advertising).
FEES AND PURCHASE TERMS.
Fees and Sana Product Term. When you place an Order, you must elect the time frame for which you will retain the Sana Product (“Sana Product Term”). The Sana device was sold as a three-, six- and eighteen-month Sana Product Terms (subscriptions). If you elect for the three- or six-month term, you must return the device at the end of the Sana Product Term in accordance with our instructions. Should you wish to keep your Sana device beyond the Sana Product Term, you can opt to renew or extend your Sana Product Term. The options to extend your Sana product Term will be sent via email as follows: 3-month terms may be renewed for another 3-month term, converted to a 6-month term, or converted to an 18-month term. 6-month terms may be renewed for another 6-month term or converted to an 18-month term. Should you choose the 18-month term, the number of months you have previously paid for will be applied to the 18-month term. Sana Health will send the options to renew or extend your product term prior to the end date of said subscription. To extend your product term you may opt in via email, website chat or telephone. In all cases, a confirmation email form will be sent to the email associated with your account stating the terms or “subscription renewal” you have selected. Receipt of the email and accepting these terms and conditions is acknowledgment that you accept the new product term. The payment method on file will be charged accordingly. To learn more about extending the Sana Product Term, please read our FAQs here, or e-mail customer service at support@sana.io. If you elect the eighteen month Sana Product Term, you may keep the Sana Product indefinitely, subject to the following sentence. Once the eighteen-month Sana Product Term concludes, you may opt to maintain your access to the App to continue tracking your Sana Product Data provided, however, that we reserve the right to discontinue your access to the App for such purpose at any time, by giving you at least thirty (30) days prior notice of such discontinuation. All Sana Product fees are non-refundable and shall be paid monthly through the duration of the Sana Product Term in accordance with the terms of this Agreement. We reserve the right to modify our pricing or Sana Product Term structure at our sole discretion.
Clinical Study Product Term. Should you choose to purchase a Sana Product, the duration of the Sana Product Term will consist of up to 18 monthly payments at a discounted rate. At the conclusion of 18 monthly payments, you would then own the device. We ask that you continue to engage with us for up to 24 months (6 months outside of the 18-month subscription) via surveys that contain similar questions to those you received during the study and/or outreach by our Customer Support Team.
Payments Made through the Site. To pay for an Order, you will need to provide Sana Health with the information necessary to process an Order from you, including your shipping address and the billing information requested on the Site to pay for such Order. You may pay for your Order via credit card or Apple Pay (each, a “Payment Provider”). By submitting your payment information to us, you authorize us to charge the applicable Payment Provider at our convenience but within thirty (30) days of credit card authorization. You represent and warrant that you will not use any Payment Provider unless you have all necessary authorization to do so. We assume that because Orders require a valid credit card, only persons aged 18 or over are placing Orders, and providing us with the information requested during the Order process. We shall not be liable in the event your children or others acting with or without your permission use your credit card or other means of payment to make purchases on the Site (and to the extent your minor children make any such purchases, you hereby represent and warrant that they are authorized to do so); however, you may report any unauthorized use to us, and we will use reasonable measures within our control to help prevent future unauthorized use of your card.
Third-Party Providers.
Shopify. Our store is hosted though Shopify Inc. (“Shopify”). They provide us with the online e-commerce platform that allows us to sell our Sana Products to you, and provide payment services to us (e.g., credit card transaction processing, merchant settlement and related services). By purchasing a Sana Product, you agree to be bound by Shopify’s Payments Terms of Use, available at https://www.shopify.com/legal/terms-payments-us and Privacy Policy available at https://www.shopify.com/legal/privacy. You hereby consent to provide and authorize Sana Health and Shopify to share any information and payment instructions you provide to the minimum extent required to complete payment transactions.
PayWhirl. We also use PayWhirl, Inc. (“PayWhirl”) as a third-party provider for certain payment services. By using the Services, you agree to be bound by PayWhirl’s Terms of Use: https://app.paywhirl.com/terms and Privacy Policy: https://app.paywhirl.com/privacy. You hereby consent and authorize Sana Health and PayWhirl to share any information and payment instructions you provide to the extent required to complete your transactions in accordance with the Agreement, including personal, financial, credit card payment and transaction information.
Stripe. We also use Stripe, Inc (“Stripe”) as a third-party provider for certain payment services. By using the Services, you agree to be bound by Stripe’s Service Agreement: https://stripe.com/ssa and Privacy Policy: https://stripe.com/privacy. You hereby consent and authorize Sana Health and Stripe to share any information and payment instructions you provide to the extent required to complete your transactions in accordance with the Agreement, including personal, financial, credit card payment and transaction information.
Taxes and Fees. Unless otherwise indicated, the prices listed on the Site do not include sales tax, shipping, and handling charges. You will have the opportunity to review Sana Product prices and the estimated sales tax, shipping, and handling charges prior to submitting your Order or completing the checkout process. The final calculation of the actual sales tax collected, which will be calculated in accordance with the tax code of the city and state to which the order will be shipped, will be reflected in your Order confirmation e-mail and packing slip. Except for sales tax, which is collected by Sana Health, prices for Sana Products exclude all other taxes, duties, levies or fees, or other similar charges imposed on you by any taxing authority related to your Order. You are responsible for payment of such taxes, duties, levies, fees or other similar charges resulting from your Order (other than taxes imposed on Sana Health's income) and we are not responsible for collecting, reporting, paying, remitting to you any such taxes, fees, or charges.
Terms of Sale. These Terms shall govern any Order you make through the Site for Sana Products.
Order Acceptance. When you place an Order, we will confirm your address by sending an email to the email address you have provided and/or calling you to verify your Order. Your placement of an Order through our Site is an offer to purchase the Sana Product ordered and we may accept your Order by processing your payment and shipping the Product(s). Your receipt of an electronic or other form of Order confirmation does not signify our acceptance of your Order, nor does it constitute confirmation of our offer to sell. Your Order will be deemed accepted by Sana Health upon our delivery of the Sana Product that you have ordered. We may require additional verifications or information before accepting any Order.
Shipping. Sana Health ships Sana Products purchased through the Site to street addresses and PO Boxes within the United States and its territories. Not all delivery options are available in all areas. Not all Sana Products are available in all areas. The risk of loss and title for items you purchase pass to you upon our delivery of the items to the carrier. Replacement of Sana Products and credits for shipped Sana Products claimed as not received are subject to investigation, which may include notifying the carrier. Your Sana Product shipment will be delivered via FedEx, UPS or any other carrier we may engage. You will receive email confirmation(s) as your order ships from Sana Health or a third party authorized by Sana Health. We do not allow address changes after we send such email confirmation of your order shipment
Tracking your order. As your Order ships, we will send you an email providing the shipment tracking number(s). To see the detailed progress of your shipment, click on the tracking number link provided in your email. Please note that tracking detail may not be active immediately with FedEx or any other carrier we engage; in that case, check back in several hours or the following day.
Commercial Return Policy. You may request a return for the Sana Product in accordance with our return policy found here.
Sana Health offers a 30-day money-back guarantee for the Sana device. To return your Sana device, you must call or contact customer support to get a Return Merchandise Authorization (RMA) number or the return will not be accepted. Return requests after the 30-day money back guarantee period has expired will not be accepted. We accept returns of any undamaged Sana device purchased directly from www.sana.io. Once we receive your unit, if all parts are returned clean and in good working condition, you will get a full refund, less your initial shipping charges as well as return shipping charges. Refunds will be issued for product only (shipping charges not included) to the same credit card that was originally charged. Please keep the receipt of your return shipment until you have received your refund. Shipping, handling charges, and taxes paid are not refundable.
Your subscription will not be cancelled until your device has been returned and inspected. You will continue to be charged your regular monthly payments until we receive the device.
If for any reason you need to return your Sana device, please call or email our Customer Support Team at 720-310-3370 or support@sana.io. They will need to know:
The email your account is under
Your home address if that is different from the one on your account
The serial # of your Sana device (look for the sticker under the foam mask piece – should be a long number of the format SN: XX:XX:XX:XX:XX)
The reason for your return
Once we receive your return request, we will send you a FedEx label by email. Please place your Sana device and all accessories into a box, place the label on the outside and visit the closest FedEx location to you to drop off the package. fedex.com to arrange for a pickup. They will come to your home and collect the box to be returned to us. If we have additional questions, our Customer Support Team will call you to discuss – so please store their number in your phone so you know it is Sana Health calling.
Former Clinical Study Participants Return Policy. You may return the Sana device at any time by contacting Sana Health’s Customer Support Team via email at support@sana.io or via telephone at 720-310-3370. A Return Material Authorization (RMA) number will be issued to you and a no cost return shipping label will be sent via email to the email address on file. You agree that once you have requested an RMA and received the return shipping label, you will ship the Sana device back to us within 2 weeks from the date of the RMA issuance. Returns without an RMA number will not be accepted. Your credit card will continue to be charged monthly until we receive and inspect the Sana device. Once, it is determined that the device is in clean, full working condition, the Product Term will be cancelled, and no further charges will be processed. If you do not return the Sana device within 2 weeks from the date of RMA issuance, your credit card on file will be charged for the full amount of the device less any previous charges.
Restriction on Resale. You acknowledge that the Site is only intended to be used to purchase products for personal, non-commercial use. Sana Products sold on the Site or App are not authorized for resale. Sana Health reserves the right to decline any Order that we deem to possess characteristics of reselling.
Indemnification. You agree to indemnify and hold Sana Health, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Sana Health Party” and collectively, the “Sana Health Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Sana Health Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Sana Health reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Sana Health in asserting any available defenses. This provision does not require you to indemnify any of the Sana Health Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the App or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Sana Health Properties.
DISCLAIMER OF WARRANTIES AND CONDITIONS.
Not a Medical Device. THE SANA PRODUCTS ARE NOT CERTIFIED, CLEARED OR APPROVED AS MEDICAL DEVICES. THE SERVICES AND SANA PRODUCTS DO NOT PROVIDE MEDICAL DIAGNOSIS, ADVICE OR TREATMENT, AND THE SERVICE IS NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. SANA HEALTH IS NOT A LICENSED HEALTH CARE PROVIDER, NOR DOES IT RENDER HEALTHCARE ADVICE OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR USING YOUR OWN JUDGEMENT IN ASSESSING THE VALIDITY AND USEFULNESS OF ANY RESULTS OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES OR SANA PRODUCT. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE IN OR VIA THE SERVICES AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF INFORMATION AVAILABLE ON THE SERVICE. THE USE OF INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK.
As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12.4, YOUR USE OF SANA HEALTH PROPERTIES IS AT YOUR SOLE RISK, AND THE SANA HEALTH PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SANA HEALTH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SANA HEALTH PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SANA HEALTH PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SANA HEALTH PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SANA HEALTH PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SANA HEALTH PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. SANA HEALTH MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SANA HEALTH MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SANA HEALTH PROPERTIES.
Limited Product Warranty. For Sana Products, the only warranty is the Limited Warranty Policy available at http://www.sana.io/returns-warranty.
LIMITATION OF LIABILITY.
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SANA HEALTH PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SANA HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SANA HEALTH PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SANA HEALTH PROPERTIES OR SANA PRODUCTS; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SANA HEALTH PROPERTIES OR SANA PRODUCTS; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SANA HEALTH PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE SANA HEALTH PROPERTIES OR SANA PRODUCT, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SANA HEALTH PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SANA HEALTH PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SANA HEALTH PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL SANA HEALTH PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00) AND (B) THE AMOUNT YOU HAVE PAID TO SANA HEALTH UNDER THIS AGREEMENT. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SANA HEALTH PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A SANA HEALTH PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A SANA HEALTH PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
User Content. EXCEPT FOR SANA HEALTH’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE SANA HEALTH’S PRIVACY POLICY, SANA HEALTH ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SANA HEALTH AND YOU.
REMEDIES.
Violations. If Sana Health becomes aware of any possible violations by you of the Agreement, Sana Health reserves the right to investigate such violations. If, as a result of the investigation, Sana Health believes that criminal activity has occurred, Sana Health reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Sana Health is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Sana Health Properties, including Your Content, in Sana Health’s possession in connection with your use of the Sana Health Properties, to (a) comply with applicable laws, legal process or governmental request, (b) enforce the Term of Use, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Sana Health, its Registered Users or the public, and all enforcement or other government officials, as Sana Health in its sole discretion believes to be necessary or appropriate.
Breach. In the event that Sana Health determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for the Sana Health Properties, Sana Health reserves the right to:
· Delete any of Your Content provided by you or your agent(s) to the Sana Health
· Warn you via e-mail (to any e-mail address you have provided to Sana Health) that you have violated the Agreement.
· Discontinue your registration with any of the Sana Health Properties, including any Services or any Sana Health community.
· Discontinue your access to any Services.
· Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
· Pursue any other action which Sana Health deems to be appropriate.
14. TERM AND TERMINATION.
Term. The Agreement commences on the date when you accept the terms (as described in the preamble above) and remain in full force and effect while you use the Sana Health Properties and Sana Product, unless terminated earlier in accordance with the Agreement.
Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Sana Health Properties or (b) the date you accepted the Agreement and will remain in full force and effect while you use any the Sana Health Properties, unless earlier terminated in accordance with the Agreement.
Termination of Services by Sana Health. At its sole discretion, Sana Health may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party.
Termination of Services by You. If you want to terminate the Services provided by Sana Health, you may do so by closing your Account for all of the Services that you use. Notwithstanding the foregoing, in the event you cancel during the Sana Product Term, you remain responsible for all fees for the Sana Products for the remainder of the Sana Product Term.
Effect of Termination. Termination of any Services includes removal of access to such Service and barring of further use of the Service. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Sana Health will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
No Subsequent Registration. If your registration(s) with or ability to access the Sana Health Properties, or any other Sana Health community is discontinued by Sana Health due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Sana Health Properties or any Sana Health community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those the Sana Health Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Sana Health reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
15. DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Sana Health and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services, or to any aspect of your relationship with Sana Health, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Sana Health 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 apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent [include name and address of registered agent here]. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s 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’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Sana Health will pay them for you. In addition, Sana Health will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Sana Health. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND SANA HEALTH 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 Sana Health are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement 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. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of Colorado. All other claims shall be arbitrated.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: privacy@sana.io, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Sana Health username (if any), the email address you used to set up your Sana Health account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Severability. Except as provided in subsection 16.5, 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.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Sana Health.
Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Sana Health makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Sana Health at the following address: 2051 Dogwood St, Suite 220, Louisville, CO 80027, Attn: DISPUTE NOTICE.
16. GENERAL PROVISIONS.
Electronic Communications. The communications between you and Sana Health may take place via electronic means, whether you visit the Sana Health Properties or send Sana Health e-mails, or whether Sana Health posts notices on the Sana Health Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Sana Health in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Sana Health provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Release. You hereby release Sana Health Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Sana Health Properties, including but not limited to, any interactions with or conduct of other Registered Users or Third-Party Websites of any kind arising in connection with or as a result of the Agreement or your use of the Sana Health Properties. If you are a California resident, you hereby 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.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Sana Health Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the App or any Services provided hereunder.
Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Sana Health’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Sana Health shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Sana Health Properties, please contact us at: Support@sana.io. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Sana Health agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Denver, CO.
Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF COLORADO, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
Notice. Where Sana Health requires that you provide an e-mail address, you are responsible for providing Sana Health with your most current e-mail address. In the event that the last e-mail address you provided to Sana Health is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Sana Health’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Sana Health at the following address: 2051 Dogwood St, Suite 220, Louisville, CO 80027, Attn: DISPUTE NOTICE. Such notice shall be deemed given when received by Sana Health by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
Accessing and Downloading the Application from iTunes. The following applies to any Apple App Store Sourced Application accessed through or downloaded from the Apple App Store:
You acknowledge and agree that (a) the Agreement is concluded between you and Sana Health only, and not Apple, and (b) Sana Health, not Apple, is solely responsible for the Apple App Store Sourced Application and content thereof. Your use of the Apple App Store Sourced Application must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App Store Sourced Application.
In the event of any failure of the Apple App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple App Store Sourced Application. As between Sana Health and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sana Health.
You and Sana Health acknowledge that, as between Sana Health and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Apple App Store Sourced Application or your possession and use of the Apple App Store Sourced Application, including, but not limited to: (a) product liability claims; (b) any claim that the Apple App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
You and Sana Health acknowledge that, in the event of any third-party claim that the Apple App Store Sourced Application or your possession and use of that Apple App Store Sourced Application infringes that third party’s intellectual property rights, as between Sana Health and Apple, Sana Health, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
You and Sana Health acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the Apple App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the Apple App Store Sourced Application against you as a third-party beneficiary thereof.
Without limiting any other terms of the Agreement, you must comply with all applicable third- party terms of agreement when using the Apple App Store Sourced Application.
Consumer Complaints. You may report complaints to the Colorado State Office of Consumer Protection, Office of Attorney General by writing at 1525 Sherman Street, 5th Floor, Denver, CO 80203-1760, by phone at 720-508-6006, toll free at 1-800-332-2071, or by fax at 303-866-5691.
Entire Agreement. The Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.