BEAMING HEALTH TERMS OF SERVICE

Welcome to Beaming Health! We will use a few defined terms in these Terms:

  • Terms”: these Terms of Service, which are a legally binding agreement that governs your access to our Services
  • Beaming Health”, “we”, “us” or “our”: Beaming Health, Inc.
  • you” or “your”: you
  • User”: a user of our Services, whether an Individual, Provider or otherwise
  • Individual”: an individual who is seeking medical treatment from a Provider listed on our Services, including on behalf of a minor for which such individual is a parent or guardian (a “Minor”). For purposes of these Terms, “Individual” shall be deemed to include the applicable Minor.
  • Medical Provider” : an individual medical services provider listed in and accessible via our Services.
  • Provider”: a coach, advocate, planner, specialist or any other third party provided, used or consulted in connection with our provision of Services to you, including without limitation any Medical Provider.
  • Medical Practice”: means an entity that employs or contracts with Medical Providers, including a hospital or other medical practice
  • Site”: www.beaming.health and its subdomains
  • Services”: any software or services we make available to you, including the Site
  • Content”: text content, notifications, emails, videos, images and audio, any other content or any combination thereof

BEFORE YOU CHECK THE CHECKBOX ACCEPTING OUR TERMS OF SERVICE AND PRIVACY POLICY AND CLICK “CREATE ACCOUNT” (“ACCEPT THE TERMS”) OR OTHERWISE USE OUR SERVICES, READ THESE TERMS CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON OR USING OUR SERVICES, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF ANY GROUP OR ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO OUR SERVICES FROM YOU ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT ACCEPT THE TERMS AND DO NOT ACCESS AND/OR USE OUR SERVICES.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A MINOR, YOU REPRESENT AND WARRANT TO US THAT YOU ARE THE PARENT OR LEGAL GUARDIAN OF SUCH MINOR AND HAVE ALL NECESSARY LEGAL RIGHTS TO AGREE TO THESE TERMS ON BEHALF OF SUCH MINOR.

THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH (i) REQUIRES THAT YOU AND BEAMING HEALTH, INC. ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND (ii) LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 18).

1. Limited Scope of Services and Advice.

We offer our Services of helping Individual locate, contact and connect with Medical Providers and other Providers in connection with your navigation of medical diagnoses, insurance and related topics and processes related to the medical case of you or an applicable Minor. The goal of these interactions is connect Individual and Providers. We, ourselves, do not provide medical care, do not diagnose medical conditions and do not prescribe medications.

Our Services are not suitable for use in an emergency. If you are an Individual in a medical emergency, please seek emergency treatment from a local medical provider as quickly as possible instead of using our Services.

Notwithstanding anything to the contrary in these Terms, we shall have no liability with respect to Individual care or treatment. You acknowledge that our Services are to be used as a tool to permit the matching of Providers and Individuals but we are not ourselves providing medical judgment, and have no control over the treatment provided by Medical Providers or the advice, actions or omissions of any other Providers. Each Provider acknowledges that such Provider should use Provider’s own independent professional (and in the case of Medical Providers, medical) judgment, taking into consideration all applicable information concerning the Individual’s condition, including patient and family history, physical examinations, information from other diagnostic tests and patient preferences, in accordance with the standard of care in a given community.

PLEASE NOTE THAT THE SERVICES ARE INTENDED MERELY TO FACILITATE USER INTERACTION. BEAMING HEALTH CANNOT AND DOES NOT CONTROL ANY INFORMATION EXCHANGED BETWEEN USERS VIA THE SERVICES. ACCORDINGLY, YOUR USE OF SERVICES IS AT YOUR OWN RISK

We may make modifications, deletions and/or additions to these Terms (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after we provide notice of the Changes, whether such notice is provided through the Services, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of these Terms incorporating the Changes, whichever comes first. We may have a separate, written agreement with you, signed by you and us. If we do, that agreement will supersede any conflicting terms set forth in these Terms.

2. Right to Use; Privacy Policy; Compliance

  1. Subject to these Terms and any other agreement between you and us, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable right to use our Services solely in the manner enabled by us and for your personal, non-commercial use. Your right to use our Services is automatically revoked if you violate these Terms. From time to time, we may upgrade our Services or make improvements to our Services. You agree that these Terms will apply to any such upgrades or improvements. The foregoing right is not a sale of any aspect of our Services or a sale of a copy of any aspect of our Services, and we and our partners and suppliers retain all right, title and interest in our Services. We reserve all rights not expressly granted under these Terms.
  2. Our Privacy Policy, currently located at www.beaming.health/privacy-policy (the “Privacy Policy”), describes our collection, use and disclosure of data and information in connection with the Services. The Privacy Policy, as may be updated by us from time to time in accordance with its terms, is hereby incorporated into these Terms, and you hereby agree to the collection, use and disclose practices set forth therein.
  3. You are solely responsible for complying with all laws applicable to your use of the Services. We do not guarantee that our Services may be lawfully used in any jurisdiction. If you use our Services, you may need to obtain certain licenses or permits. We are not responsible for informing you of the requirements of your jurisdiction in conducting any activities that are enabled by our Services.

3. Login Credentials; Communications.

  1. Login Credentials. In order to use some of our Services, you may be required to register by providing certain information. In that case, we will ask you to complete a registration form and create a user name and password (“Login Credentials”). You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.
  2. Account Information. During your registration, you shall give truthful information about you (such as name, email address, phone number, date of your child’s diagnosis and your child’s date of birth) (collectively, “Account Information”). You are responsible for keeping your Account Information up to date and ensuring that it is accurate. We may contact you to verify your Account Information. We may ask you for additional information, for the purpose of fraud prevention, and we may suspend you from the Services or terminate these Terms if you do not provide such information within a reasonable period. You represent, warrant and covenant to us that all Account Information is and shall remain accurate and up to date.
  3. Acknowledgement for You to Receive Communications. You hereby agree:
    • to receive emails that are related to the Services;
    • that any emails from us may also include marketing materials from us or from third parties; and
    • that any notices, agreements, disclosures or other communications that we send to you electronically are deemed to satisfy any legal communication requirements.
    You may opt out from receiving our marketing communications by emailing info@beaming.health or selecting to unsubscribe as may be provided in the applicable correspondence.

4. Our Services; Risks of Using Our Services.

Our Services may facilitate scheduling an appointment between an Individual and a Provider (an “Appointment”). If you are an Individual located outside of the state or country where a Medical Provider is providing medical services to you, you are responsible for ensuring that your own local medical provider attends such Appointment. Having your local medical provider attend an Appointment with a Medical Provider will help ensure that the medical services that you receive are appropriate for you, taking into account any local customs, laws or regulations that may apply to you. If you are a Provider, you are responsible for coordinating an Appointment to ensure that all necessary parties can attend.

You understand that there are risks to using our Services. These risks include: (i) delays or failures in telecommunications equipment, which may require an alternative time for an Appointment; and (ii) a failure of our security protocols or those of a Provider could lead to an Individual’s information being publicly disclosed, even though we take our security responsibilities seriously, and comply with the laws in the United States of America regarding security and privacy.

  1. For Individuals. This Section 4(a) applies to Individuals only.

To make use of our Services, we will ask you to provide information about you and your Minor when you register, as described in Section 3(a). Depending on the nature of your symptoms, you may provide medical information through our Services to a Provider or you may provide such information directly to such Provider.

When you use our Services, your Minor’s personally identifiable information and health information may be disclosed to the applicable Provider. By using our Services, you consent to this disclosure. You may be asked to verify your identity, and you agree to provide identity documents that verify your and/or your Minor’s identity if you are asked to do so.

If a Provider recommends that you seek emergency or follow-up care for your Minor, we encourage you to do so. We do not guarantee that your Minor will have an ongoing treatment relationship with any Medical Provider. Your local medical provider is responsible for providing any prescriptions for prescription medicine, unless you are located in the same state and country as the applicable Medical Provider.

  1. For Providers. This Section 4(b) applies to Providers only.

To make use of our Services, we may ask you to provide information about you when you register, as described in Section 3(a). In addition, for Medical Providers, we may ask you to describe the areas of medicine for which you have board certification, and to provide us with a copy of your board certification(s). If you are a Medical Provider, please provide necessary credentialing information, including the state(s) or country(ies) in which you have a medical license, and the hospitals or other Medical Practices where you have credentials.

You agree that any interactions between you and any Individual is strictly between you and such Individual, and the we have no involvement in any aspect of the foregoing relationship beyond hosting Provider’s information and providing Services to arrange an Appointment with such Individual. You understand and agree that we do not provide any direction or control over the manner in which you render services. Without limiting the foregoing, you will render services in a professional and competent manner, and I you are a Medical Providers, (i) you are responsible for using your own independent medical judgment to evaluate the medical condition of each Individual; and (ii) if you believe that an Individual has a medical emergency, please let such Individual know immediately.

Equipment; Changes to Our Services; Telecommunications Charges.

You are responsible for procuring and maintaining any equipment necessary to use our Services. You are required to have appropriate computing and telecommunications equipment to make use of our Services.

We may alter, suspend, discontinue or subcontract our Services in whole or in part, at any time and for any reason, without notice. Our Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. In order to use our Services, you must have a compatible computer or mobile device with Internet access.

When using our Services your telecommunications carrier’s normal rates and charges apply. We are not responsible for any charges you incur from your telecommunications carrier as a result of your use of our Services. You are responsible for ensuring that, at all times while using our Services, you are not in violation of your agreement with your telecommunications carrier.

6. Fees and Payments.

  1. Fees. Access to our Site is free. If you are an Individual and see a Provider through our Services, you agree to only make payments for those medical Services through our Site. We may provide some other Services, such as access to certain information about a medical condition, at no charge, while other Services (such as 1:1 expert support) may require payment of a fee.
  2. Payments.
    1. Payment processing for the Services is provided by such third-party payment processor as we may utilize from time to time (“Payment Processor”). Company does not collect or store your credit card information. You can find out more about our privacy practices in our Privacy Policy. By providing a credit card or other payment method accepted by Company and using the Service, you represent and warrant that you are authorized to use the designated payment method. If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your account may be suspended or cancelled. You must resolve any problem we or our Payment Processor encounter in order to proceed with your use of your account.
    2. By signing up for any paid Service account and providing your payment information, you agree to pay us (and authorize our Payment Processor to charge you) the fees as displayed to you at the time you create your account and as may be modified from time to time as described in this Agreement, as well as any other fees you expressly choose to incur in connection with your use of the Service. You acknowledge and agree that the payment method provided by you will be charged the fees you incur in connection with your use of the Service, and represent and warrant that you have all necessary rights relating to such payment instrument to authorize Company to make such charges. Your use of the Service may be suspended if we are unable to charge such payment instrument for any reason or if your account is otherwise past due. The fees applicable to your account may be subject to modification from time to time pursuant to notice (which may be given via e-mail) provided by us at least thirty (30) days in advance of the payment date for which the modification would be effective. You may at any time cancel your account as set forth below if you do not agree to any modified fees. All fees must be paid in U.S. dollars (or such other currency(ies) which may be accepted by Company from time to time, as indicated at the time of payment) and are non-refundable.

7. User Content; Beaming Health Content

Beaming Health does not claim any ownership rights in the Content posted by a User to our Services (collectively, “User Content”). You represent and warrant to us that you own the User Content posted by you or that you otherwise have sufficient right, title and interest in and to such User Content to grant us the licenses and rights set forth below without violating, infringing or misappropriating the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person. You agree to pay all royalties, fees and any other monies owed to any person by reason of any User Content posted by you.

After posting User Content to our Services you continue to retain such responsibility for and rights in such User Content as you held prior to posting such User Content on our Services, except that you waive all moral rights in such User Content. By posting any User Content to our Services, you hereby grant to us a non-exclusive, perpetual, royalty-free, transferable, sublicensable, worldwide, irrevocable license to use, display, reproduce, adapt, modify (e.g., re-format), re-arrange and distribute your User Content for any purpose through any manner, mode of delivery or media now known or developed in the future (e.g., including to anonymize or re-purpose such Content). We have no obligation to use, or to continue to use, any User Content. You retain sole authorship responsibility for any User Content you post to our Services regardless of whether we modify your User Content (including if we anonymize such content).

For any of your User Content that is your medical information, we agree not to publicly post such information unless you post such information on a publicly accessible portion of our Site. However, by using our Services, you consent to our disclosing your medical information to a Provider and local medical provider.

Except as expressly set forth in these Terms, we do not grant you, by implication, estoppel or otherwise, any license or right to use our Services or Content through the use of framing or otherwise, except: (i) as expressly permitted by these Terms; or (ii) with our prior written permission or the permission of the third party that may own the trademark or copyright of material displayed on Beaming Health.

As between you and us, we own all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to the Services, all Content available in connection therewith (except User Content) and all usage and other data generated or collected in connection with the use thereof (collectively, “Our Materials”). Except for as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of Our Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying Our Materials.

8. Prohibited Conduct.

We reserve the right, without prior notice and in our sole discretion, to decide whether your use of our Services violates these Terms for any of the above or below reasons or for any other reason, and if we do so, we may terminate your access to our Services.

You shall not, and shall not authorize or facilitate any attempt by another person to use our Services to:

  1. Damage, disable, overburden, impair or interfere with any other party’s use of our Services;
  2. Obtain or attempt to obtain any materials or information through any means not intentionally made available through our Services;
  3. Use false or misleading information in connection with your user account or impersonate any other person living or dead, (you acknowledge that we reserve the right to disable any user account with a profile that we reasonably believe is false or misleading, including a profile that impersonates a third party or another user);
  4. Post any User Content that is unlawful, harmful, threatening, abusive, harassing, hateful, disparaging, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by Beaming Health in its sole discretion;
  5. Harass, threaten, stalk or intentionally embarrass or cause distress to another person or entity;
  6. Exploit children under 18 years of age;
  7. Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age);
  8. Create a false identity or engage in fraudulent activities;
  9. Circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or Beaming Health Content;
  10. Introduce viruses, worms, Trojan horses or harmful code to our Services; or
  11. Use any robot, spider, site search/retrieval application or other automated device, process, or means to access, retrieve, scrape or index any portion of our Services or any content available through our Site.

We reserve the right to consider other conduct to be prohibited; the restrictions above are intended to be illustrative.

9. Indemnification.

By using our Services, you hereby agree to indemnify and hold harmless us and our officers, directors, employees and agents from any claims, damages, losses, liabilities and all costs and expenses of defense (collectively, “Claims”), including attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your posting of any User Content, (ii) your use of our Services or (iii) any user or other third party’s use of any User Content that you post to our Services. At our option, you agree to defend us from any such Claims.

10. Copyright Infringement; DMCA Policy.

If you believe that any Content on our Services infringes your copyright, you may request that such Content be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing and its location, including a description of the material, its location on our Site or other pertinent information that will help us to locate the material; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to our Services is: info@beaming.health. In an effort to protect the rights of copyright owners, we reserve the right to suspend your account, delete or disable content alleged to be infringing and/or terminate the account of a repeat infringer.

11. Third Party Sites.

Our Services may contain links to third party sites, which are independent of us and not under our control. These links are provided to you as a convenience, and we are not responsible for the content of any linked third party site. In addition, a link to any third party site does not imply that we endorse or accept any responsibility for the content or use of such site.

12. Disclaimer

Under no circumstances will we be liable for any loss or damage caused by failure of our Services to operate as intended, your reliance on information from our Services, information provided by another user or by your use of our Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Services.

OUR SERVICES AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED; OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE OUR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

13. Limitation of Liability.

  1. Disclaimer. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, THIRD PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR ACCOUNT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
  2. Limitation. OUR AGGREGATE LIABILITY FOR ALL CLAIMS, CUMULATIVELY, ARISING FROM THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF (I) $100.00; OR (II) (A) IF YOU ARE A PATIENT, THE AGGREGATE AMOUNT OF FEES YOU HAVE PAID US, IF ANY, IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE MOST RECENT CLAIM, OR (B) IF YOU ARE A PROVIDER OR AN INTERPRETER, THE AGGREGATE AMOUNT OF FEES THAT WE HAVE PAID YOU, IF ANY, IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE MOST RECENT CLAIM.
  3. Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Release from Liability

You release, to the fullest extent permitted by law, Beaming Health, its directors, officers, members, employees, representatives, consultants, agents, suppliers or distributors from responsibility, liability, claims, demands or damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with (i) disputes between or among Users; (ii) third party sites, products and services, including insurance policies; and (iii) claims relating to the unauthorized access to any data communications or content stored under or relating to your account, including unauthorized use or alteration of such communications or your content.

You hereby waive applicability of California Civil Code §1542, and any similar statute or principle of common law. California Civil Code §1542 says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

15. California Users.

If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.

16. Non-US Users; Void Where Prohibited.

We make no representation that information on our Services is appropriate or available for use outside the United States of America. Those who choose to access our Services from outside the United States of America do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Services, you consent to having any User Content you provide, your Login Credentials and your Account Information transferred to and processed in the United States of America, subject to the restrictions on such data as provided in our Privacy Policy posted through our Site from time to time.

We reserve the right to limit, in our sole discretion, the provision and quantity of any feature, product or service to any person or geographic location. Any offer for any feature, product or service made available through our Services is void where prohibited by law.

17. Modifying and Terminating Service.

We may terminate your access to our Services, in our sole discretion, for any reason and at any time, upon electronic notice to you at your registered email address. You agree that we are not liable to you or any third party for any termination of your access to our Services. We may change and update our Services from time to time. We may add or remove features including without limitation making free services into paid services and vice versa. You may terminate these Terms at any time by ceasing to use our Services. Termination of these Terms will have no effect on any insurance policies you purchase in connection with our Services.

Accrued obligations and all provisions of these Terms that by their nature should survive will survive any termination of these Terms.

18. Ideas and Feedback.

We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). If you send us any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.

19. Notice.

We may provide you notice to the email address you provide to Beaming Health during the registration process. Notice shall be deemed given 24 hours after email is sent. Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process and you may give us notice to the address set forth on our Site as our address. In such case, notice shall be deemed given three days after the date of mailing.

20. Governing Law; Dispute Resolution.

These Terms, and any dispute between you and us, shall be governed by the laws of the State of California, without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that Section 21 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate (as defined below) or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the Northern District of California, except that you or we are permitted (i) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure; (ii) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (iii) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.

21. Agreement to Arbitrate; Waiver of Class Action.

Except for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) or for items (i)-(iii) set forth in Section 20, you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services or our Privacy Policy shall be finally resolved by arbitration conducted in the English language in San Francisco, CA, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and you and we hereby expressly waive trial by jury. You and we shall appoint one arbitrator mutually agreed upon by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.

Any claims brought by you or us must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.

You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your Beaming Health account to which the opt out applies and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out:

Beaming Health, Inc., ATTN: Arbitration Opt-out, 1803 Broadway, Apt 301, San Francisco, CA 94109

Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the Arbitration Procedures (other than a change to any notice address or Site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our Site, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

In accordance with Section 17, this Agreement to Arbitrate will survive the termination of your relationship with us.

22. Miscellaneous.

You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our written consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. These Terms contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Site. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. The word “including” and its grammatical variations shall be deemed to be followed by “without limitation”, “for example” shall be deemed to be followed by “without limitation” and the word “or” shall be construed in the inclusive sense (i.e., “and/or”). If any part of these Terms is held to be unlawful, void or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. The failure of Beaming Health to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

23. No Minors.

If you are less than 18 years old or the minimum age where you can form a legally binding contract pursuant to applicable law, you are not authorized to use our Services. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please contact us at info@Beaming.Health and we will remove the account.

24. For Additional Information.

you have any questions about these Terms, please contact us at: 1803 Broadway, Apt 301, San Francisco, CA 94109 or info@beaming.health.

Copyright © 2021, Beaming Health, Inc., All Rights Reserved.

Terms of Service Version Updated: October 25, 2021