Terms of Service

Effective Date: June 12, 2020

Introduction

Welcome to the web site, www.shadowhealth.com, which is owned and operated by Shadow Health, Inc. ("Shadow Health," "we," "our," and "us").

These terms of service ("Terms") govern your use of any: 1) Website that we own and control ("Website"); 2) online service; or 3) mobile application, if we post a link to these Terms, as well as any interactive features, widgets, plug-ins, applications, platform, content, downloads and other services that we may own and control and make available through the Web site (collectively, the "Services"), regardless of how you access or use them, whether via personal computers, mobile devices or otherwise. To the extent that we provide you notice on the Website of different or additional terms, those additional terms shall further govern your use of the Website and Services.

In addition to reading these Terms, please review our Privacy Policy, which is incorporated herein as well as our User Access Agreement, Cookie Policy and Acceptable Use Policy ("Additional Terms"), all of which may apply to your use of our software platform and our collection, use and sharing of your information on the Services. If you do not agree to these Terms or the Additional Terms, please do not access or otherwise use this Services or any information or content contained on the Services. By using the Website or Services, you acknowledge and accept the Additional Terms and Privacy Policy and agree to be bound by the terms thereof. In addition, by accessing and using the Website or Services, you consent to the collection and use of your data in accordance with the terms of our Privacy Policy. By using the Website or Services, you further agree that Shadow Health may change, alter, or modify the settings or configurations on your Device (defined below) in order to allow for your optimal use of the Service.

These Terms may be revised periodically at any time. It is your responsibility to review carefully the current terms and conditions of use that govern your continued use of the Website or Services. When we modify these Terms we will update the Effective Date. Your use of the Website or Services following the posting of updated Terms constitutes your acceptance of such new Terms. As a condition of your use of the Website or Services, you warrant that you will not use the Website or Services for any purpose that is unlawful or prohibited by these Terms, or reproduce or distribute any portions of the Services for any commercial use, except as authorized herein.

PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AND SERVICES.

Overview

It is important that you read these Terms completely. In particular, set forth below are some of the more significant terms and conditions that we would like to bring to your attention.

  • Each time you use the Service, these Terms and any Additional Terms (defined below) apply. Any updates to them will apply to you; so you should check each time you return to the Service for applicable updates.
  • You may only use the Content (defined below) on the Service in connection with permitted activities and not in any offline environment or in connection with another site or service (Section 1 and Section 3). By using the Service, you grant Shadow Health a broad license to any content you submit or post to the Service (Section 2).
  • By using the Website and Services, you consent to our Privacy Policy and the terms, practices and restrictions detailed therein.
  • We are providing the Website and Services to you on an "as-is" basis, without any warranty of any kind, and our liability to you in connection with your use of the Service is limited. In addition, other limitations and disclaimers relate to your use of the Service (Section 11 & Section 12).

To the extent that a conflict exists between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

Table of Contents

  1. Service Content, Ownership, Limited License, and Rights of Others
  2. Content You Submit
  3. Service and Content Use Restrictions
  4. Opening and Terminating Accounts
  5. Procedure for Alleging Copyright Infringement
  6. Questions and Customer Service
  7. Product Specifications; Pricing; Typographical Errors
  8. Linked-To Websites; Advertisements; Dealings with Third Parties
  9. Wireless Features
  10. Dispute Resolution
  11. Disclaimer of Representations and Warranties
  12. Limitations of Liability of Shadow Health Parties
  13. Waiver of Injunctive or Other Equitable Relief
  14. General Provisions

1. Service Content, Ownership, Limited License, and Rights of Others

A. Content.

The Website and Services contains a variety of: (i) materials and other items relating to Shadow Health and its products and services, as well as similar items from our licensors and other third parties, including all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the "look and feel" of the Website and Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of Shadow Health (collectively, "Trademarks"); and (iii) other forms of intellectual property (all of the foregoing, collectively "Content").

B. Ownership.

All right, title, and interest in and to the design of the Website and the Services and the Content is the property of or licensed by Shadow Health and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible. Shadow Health owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Website and Services.

C. Limited License.

Subject to your strict compliance with these Terms and any applicable Additional Terms, Shadow Health grants you a limited, non-exclusive, revocable, non-assignable, personal, and nontransferable license to access, display, view, use, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a "Device") for your personal, non-commercial use only, provided that you retain all copyright and other proprietary notices on any permitted copies of the materials. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Shadow Health's sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.

D. Rights of Others.

In using the Website and Services, you must respect the intellectual property and other rights of Shadow Health and other parties. Your unauthorized use of the Content or Services may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Shadow Health respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution via our Website or Services, you may notify us as set forth in Section 5 below.

2. Content You Submit

A. General.

Shadow Health may now or in the future permit users of the Website and Services the ability to create, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Website and Services certain content such as messages, avatars, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, ratings, reviews, data, questions, suggestions, or other information or materials (collectively, but excluding any Content included therein, "User-Generated Content"), and Shadow Health may host, share, transmit and/or publish such User-Generated Content.

Personal information, course records, assignment scores, transcripts or other academic records data will not be considered User-Generated Content and our use of it is subject to our Privacy Policy.

Shadow Health may obtain, share, transmit, use and/or publish User-Generated Content through forums, blogs, message boards, social networking environments, creation tools, gameplay, social communities, e-mail, and other communications functionality within the Website or Services. Subject to the rights and license you grant in these Terms, you retain all right, title, and interest that you have in your User-Generated Content.

Shadow Health does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon Shadow Health's request, you will furnish us with any documentation necessary to substantiate your rights to such User-Generated Content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk.

B. License to Shadow Health of Your User-Generated Content.

Except as otherwise described in any applicable Additional Terms (such as official sweepstakes or contest rules), you hereby grant and agree to grant to Shadow Health the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services.

Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 2(B).

C. Shadow Health's Exclusive Right to Manage Website and Services.

Shadow Health retains the right, but not the obligation, to reject, delete, move, re-format, remove or refuse to post User-Generated Content, in its sole discretion, without notice or any liability to you or any third party. Any User-Generated Content containing or incorporating Content may not be used by you or any third party outside of the Website or Services.

Each time you submit any User-Generated Content, you represent and warrant that: (a) subject to these Terms, you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant Shadow Health the rights to it in these Terms and any Additional Terms, all without any Shadow Health obligation to obtain consent of any third party and without creating any obligation or liability of Shadow Health; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to Shadow Health's permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms or any Additional Terms, or cause injury or harm to any person.

E. Alerting Us of Violations.

If you discover any content that violates these Terms, you are encouraged to report such violations to Shadow Health through the following link: dmca@shadowhealth.com.

3. Service and Content Use Restrictions

A. Use Restrictions.

By using the Website or Services, you agree to abide by our Acceptable Use Policy.

B. Content Use Restrictions.

You also agree that, in using the Website or Services, you will not: (i) frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) not use such Content in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands; (v) not make any modifications to such Content (other than to the extent otherwise permitted in these Terms or any Additional Terms); (vi) not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Shadow Health or, in the case of Content from a licensor, the owner of the Content; and (vii) not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

C. Availability of Service and Content.

Shadow Health may immediately suspend or terminate the availability of your account or the Services and/or Content (and any elements and features thereof) for any reason, in Shadow Health's sole and absolute discretion, and without advance notice or liability to any party.

D. Reservation of All Rights Not Granted as to Content and Service.

These Terms and any applicable Additional Terms include only narrow, limited grants of rights to the Content and the Services. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Shadow Health and its licensors and other third parties. Any unauthorized use of any Content or the Services for any purpose is prohibited.

4. Opening and Terminating Accounts

In order to access or use some of the features on the Service, you must first register at https://app.shadowhealth.com (and associated Shadow Health sites) or, if applicable, through your institution's web portal, and accept the User Access Agreement. You should review your institution's policies governing the collection and use of information collected via the institution's web site because they may differ from our Privacy Policy. If you register for any feature that requires a password and/or username, you will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password) and you agree that: (i) you will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) you will provide accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) you are solely responsible for all activities that occur under your account, password, and username, whether or not you authorized the activity; (iv) you are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Services using your name, username, or password; (v) you will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) you will not sell, transfer, or assign your account or any account rights to any other person without our prior written consent. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits -- all in our sole discretion, for any reason, and without advance notice or liability.

A. DMCA Notice.

Shadow Health will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner's) copyright is infringed by an improper posting or distribution of it via the Website or Services, then you may send a written notice to our Copyright Agent that includes all of the following:

(i) a legend or subject line that says: "DMCA Copyright Infringement Notice;"

(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Service on which the material appears);

(iv) your full name, address, telephone number, and e-mail address;

(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

(vii) your electronic or physical signature. Shadow Health will only respond to DMCA Notices that it receives by mail, e-mail, or facsimile at the addresses below:

By Mail:

Shadow Health, Inc.
Attn: DMCA Copyright Agent
201 SE 2nd Ave, Ste 201.
Gainesville, FL 32601 USA

By E-Mail: dmca@ShadowHealth.com

By Phone: 352-224-5012

Shadow Health may not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Shadow Health may, in its discretion, remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Without limiting Shadow Health's other rights, Shadow Health will, in appropriate circumstances, terminate a repeat infringer's access to the Website or Services and any other website owned or operated by Shadow Health.

B. Counter-Notification.

If you believe that any User-Generated Content of yours that was removed is not infringing, that you have the appropriate rights from the copyright owner or third party, or pursuant to the law, then you may send our Copyright Agent a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

(i) a legend or subject line that says: "DMCA Counter-Notification;"

(ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Service from which the material was removed or access to it disabled);

(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(iv) your full name, address, telephone number, e-mail address, and the username of your account;

(v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Southern District of Florida), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

(vi) your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed of disabled by mistake or misidentification may be subject to liability. If a counter notification is received by the Copyright Agent, Shadow Health will send a copy of such counter notification to the original notifying party. The original notifying party shall have ten (10) business days to file an action for copyright infringement and seek a court order against the content provider or user posting such material. If no such infringement action is filed within such 10 business days, Shadow Health may, in its sole discretion, reinstate the removed material or cease disabling such material.

6. Questions and Customer Service

If you have a question regarding the Website or Services you may contact Shadow Health Customer Support by sending an e-mail to Support@ShadowHealth.com or calling our toll-free number at 1-800-860-3241.

7. Product Specifications; Pricing; Typographical Errors

We do our best to describe every feature offered on our Website and the Services as accurately as possible. However, we do not warrant that the product specifications, pricing, Content or other information is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications, Shadow Health shall have the right to refuse or cancel any orders in its sole discretion. If we, through our payment processor, charged your credit card or other account prior to cancellation, we will instruct our payment processor to issue a credit to your account for such charge. Additional terms may apply.

8. Linked-To Websites; Advertisements; Dealings with Third Parties

A. Linked Sites; Advertisements.

The Website and Services may contain links to or from third-party websites ("Linked Sites"), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Shadow Health. Shadow Health has no control over the content, operations, policies, terms, or other elements of Linked Sites, and Shadow Health does not assume any obligation to review any such Linked Sites. Shadow Health does not endorse, approve, or sponsor any Linked Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Shadow Health is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Sites. Finally, Shadow Health will, under no circumstances, be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Sites.

B. Dealings with Third Parties.

Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Website or Services are solely between you and the third party. Shadow Health disclaims all liability in connection therewith.

9. Wireless Features

A. Wireless Features.

The Website and Services may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Website's and Services' features and upload content, receive messages, and download applications to your wireless Device through the Website or Services (collectively, "Wireless Features"). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to determine what plans, if any, are available and how much they cost. Contact your carrier with questions regarding these issues.

B. Terms of Wireless Features.

For any Wireless Features used you agree that we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered for Wireless Features, then you agree to notify Shadow Health of any changes to your wireless contact information (including phone number) and update your accounts to reflect the changes.

10. Dispute Resolution

Certain portions of this Section 10 are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act. You and Shadow Health agree that we intend this Section 10 to satisfy the "writing" requirement of the Federal Arbitration Act.

A. First -- Try to Resolve Disputes and Excluded Disputes.

If any controversy, allegation, or claim arises out of or relates to the Website, the Services, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, "Dispute"), or to any of Shadow Health's actual or alleged intellectual property rights (an "Excluded Dispute", which includes those actions set forth in Section 10(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. If no such information exists, however, or if such information is not current, then we have no obligation under this Section 10(A). Your notice to us must be sent to:

201 SE 2nd Ave, Ste 201, Gainesville, FL 32601 Attn: Controller.

For a period of sixty (60) days from the date of receipt of notice from the other party, Shadow Health and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Shadow Health to resolve the Dispute or Excluded Dispute on terms with respect to which you and Shadow Health, in each of our sole discretion, are not comfortable.

B. Forums for Alternative Dispute Resolution.

(i) Arbitration.

If we cannot resolve a Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the notice, then either you or we may submit the Dispute to formal arbitration in accordance with this Section 10(B). If we cannot resolve an Excluded Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the notice, then either you or we may submit the Excluded Dispute to formal arbitration only if you and Shadow Health consent, in a writing signed by you and an Officer or legal representative of Shadow Health, to have that Excluded Dispute subject to arbitration. In such a case (and only in such a case), that Excluded Dispute will be deemed a "Dispute" for the remainder of this Section 10(B). Upon expiration of the applicable sixty-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association ("AAA"). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than fifteen (15) years' experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the AAA's Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Shadow Health elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these Terms and any Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If you and Shadow Health do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 10(B)(i), then this paragraph and the remainder of this Section 10(B) will not apply to the Excluded Dispute. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a "demand for arbitration," then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. ("JAMS") using JAMS' streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Shadow Health consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service.

You can obtain AAA and JAMS procedures, rules, and fee information as follows:

AAA: 800.778.7879
http://www.adr.org/

JAMS: 949.224.1810
http://www.jamsadr.com/

(ii) Nature, Limitations, and Location of Alternative Dispute Resolution.

In arbitration, as with a court, the arbitrator must honor the terms of these Terms (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys' fees). However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the "metropolitan statistical area" (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Shadow Health to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then Shadow Health will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator's decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.

C. Limited Time to File Claims.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

D. Injunctive Relief.

The foregoing provisions of this Section 10 will not apply to any legal action taken by Shadow Health to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Website, Services, any Content, your User-Generated Content and/or Shadow Health's intellectual property rights (including any rights that Shadow Health claims that may be in dispute), Shadow Health's operations, and/or Shadow Health's products or services.

E. Small Claims Matters Are Excluded from Arbitration Requirement.

Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 10(G).

F. No Class Action Matters.

Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. If, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 10(B)(i) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 10(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 10(G).

G. Federal and State Courts in Florida.

Except to the extent that arbitration is required in Section 10(B), and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Florida. Accordingly, you and Shadow Health consent to the exclusive personal jurisdiction and venue of such courts for such matters.

11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. Therefore, to the fullest extent permissible by law, Shadow Health Inc. and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, "Shadow Health Parties") hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

(a) the Website and Services (including the Content and the User-Generated Content);

(b) the functions, features, or any other elements on, or made accessible through, the Services;

(c) any products, services, or instructions offered or referenced at or linked through the Services;

(d) security associated with the transmission of Content to you or your User-Generated Content transmitted to Shadow Health via the Internet;

(e) whether the Website, Services or the servers or platform that make the Website Services available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);

(f) whether the information (including any instructions) on the Website or Services is accurate, complete, correct, adequate, useful, timely, or reliable;

(g) whether any defects to the Website or Services will be repaired; and

(h) whether your use of the Website or Services is lawful in any particular jurisdiction. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A SHADOW HEALTH PARTY, SHADOW HEALTH PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions' laws are applicable.

12. LIMITATIONS OF LIABILITY OF SHADOW HEALTH PARTIES

UNDER NO CIRCUMSTANCES WILL ANY SHADOW HEALTH PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

(a) the Website or Services (including the User-Generated Content);

(b) your use of or inability to use the Web Site or Services, or their performance;

(c) any action taken in connection with an investigation by Shadow Health Parties or law enforcement authorities regarding your access to or use of the Service;

(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;

(e) any errors or omissions in the Website's or Services' technical operation; or

(f) any damage to any user's computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if the Shadow Health Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHADOW HEALTH PARTIES' TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE WEB SITE AND SERVICES, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID SHADOW HEALTH IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY SHADOW HEALTH OR A MANUFACTURER OF A PHYSICAL PRODUCT.

Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at:

400 R St., Suite 1080, Sacramento, California, 95814

or by telephone at

(916) 445-1254.

Their website is located at: http://www.dca.ca.gov.

Residents of California also have certain privacy rights that are set forth in our CCPA Privacy Policy.

13. Waiver of Injunctive or Other Equitable Relief

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE WEB SITE OR SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY SHADOW HEALTH (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF SHADOW HEALTH.

14. General Provisions

A. Updates to Terms.

Shadow Health reserves the right to modify these Terms and any Additional Terms, at any time without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on the Service so that they are accessible via a link on the Service, and that your use of the Service after we post the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Additional Terms on a regular and frequent basis. The Updated Terms will be effective as of the time that Shadow Health posts them on the home page of the Service, or such later date as may be specified in them.

As to any provision in these Terms or any Additional Terms that grants Shadow Health a right of consent or approval, or permits Shadow Health to exercise a right in its "sole discretion," Shadow Health may exercise that right in its sole and absolute discretion. No Shadow Health consent or approval may be deemed to have been granted by Shadow Health without being in writing and signed by an Officer of Shadow Health.

C. Applicable Law.

These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of Florida without regard to its conflicts of law provisions.

D. Indemnity.

You hereby agree to defend, indemnify, and hold each of the Shadow Health Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Shadow Health Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter:

(i) your User-Generated Content;

(ii) your use of the Website or Services and your activities in connection therewith;

(iii) your breach or anticipatory breach of these Terms or any Additional Terms;

(iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Website or Services or your activities in connection therewith;

(v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity;

(vi) any misrepresentation made by you; and

(vii) use by any of the Shadow Health Parties of the information that you submit to us (including your User-Generated Content) (all of the foregoing, "Claims and Losses").

You will cooperate as fully required by the Shadow Health Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, the Shadow Health Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Shadow Health Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Shadow Health Party.

E. Operation of Service; Availability of Products and Services; International Issues.

Shadow Health controls and operates the Website and Services from its U.S.-based offices in the U.S.A., and Shadow Health makes no representation that the Website and Services are appropriate or available for use beyond the U.S.A. If you access and use the Website and Services from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Website and Services may describe products and services that are available only in the U.S.A. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Website and Services and/or the provision of any Content, program, product, service, or other feature described or available on the Website or Services to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.

F. Severability; Interpretation.

If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word "including" is used in these Terms or any Additional Terms, the word will be deemed to mean "including, without limitation."

G. Communications.

When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

H. Investigations; Cooperation with Law Enforcement; Termination; Survival.

Shadow Health reserves the right, without any limitation, to:

(i) investigate any suspected breaches of its Services security or its information technology or other systems or networks,

(ii) investigate any suspected breaches of these Terms and any Additional Terms,

(iii) investigate any information obtained by Shadow Health in accordance with its Privacy Policy with respect to law enforcement databases or compliance with criminal laws,

(iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and

(vi) discontinue the Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Shadow Health under these Terms or any Additional Terms. Upon suspension or termination of your access to the Service, or upon notice from Shadow Health, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Shadow Health in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

I. Assignment.

Shadow Health may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Shadow Health.

J. No Waiver. Except as expressly set forth in these Terms or any Additional Terms:

(i) no failure or delay by you or Shadow Health in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and

(ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

K. Connectivity.

You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service providers, mobile service, and other services needed for your access to and use of the Service and you will be responsible for all charges related to them.

L. User Submissions.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information that you provide to Shadow Health are not confidential and you grant us a worldwide, royalty-free license to distribute, publish, modify, edit or otherwise use your submissions. Shadow Health shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise without any acknowledgement of or compensation to you.

M. Ability to Accept Terms.

You affirm that you are the age of majority in your jurisdiction and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms or any applicable Additional Terms and to abide by and comply with these Terms and applicable Additional Terms. The Website and Services are not intended for children under the age of eighteen (18). If you are under 18 years of age, then please exit now and do not use this Services.

N. Contact Us.

If you have any questions regarding our Terms of Use, practices, or your use of our Services, please contact us at:

Shadow Health
201 SE 2nd Ave, Ste 201
Gainesville, FL 32601

Tel: 1-800-860-3241

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