Terms of Service

PIN HEALTH’S SERVICES MAY ENABLE COORDINATION AND COMMUNICATION WITH PROVIDERS OF LABORATORY AND HEALTHCARE SERVICES. IT DOES NOT REPLACE YOUR RELATIONSHIP WITH ANY HEALTH CARE PROVIDER. THESE SERVICES MIGHT NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. DO NOT ACCESS THE SERVICES FOR EMERGENCY OR CRISIS CARE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.

Introduction

Pin Health, Inc. (“Pin Health“, “we“, “us“, or “our“) owns and operates the website located at https://pin.health/ (the “Website“), certain mobile applications for Apple and/or Google (as each of those terms is defined below) devices (the “Apps“), and any and all related software, documentation, and online, mobile-enabled, and/or digital services that facilitate access to telehealth services and related tools that support individuals through a variety of means and content and other services provided by Pin Health (collectively, the “Services“). In these Terms of Service (“Terms“), the terms “you” and “yours” refer to the person using the Services. These Terms describe your rights and responsibilities with regard to the Services.

Pin Health provides direct-to-consumer wellness and technology (as part of its Services) to users like you, as well as practice management and technology services to independent medical practices including Pin Health Medical, P.A. (collectively, “Pin Health Medical”). If you access and/or use any services provided by a healthcare professional working for Pin Health Medical (“Virtual Care Services”), those Virtual Care Services may be subject to additional agreements between you and Pin Health Medical, including the Virtual Care Consent, made available to you in connection with such Virtual Care Services.

By accessing and/or using the Services, you are agreeing to these Terms, our Privacy Notice, and any other policies and procedures posted on our Website. Your access to and use of the Services is subject to all applicable laws and regulations. In using certain parts of the Services, you may be presented with additional or supplementary terms regarding the use of those specific Services, and you agree to review and be bound by such additional terms.

PLEASE READ THESE TERMS CAREFULLY BECAUSE THEY SET FORTH THE IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES. YOU UNDERSTAND THAT BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS, YOU MAY NOT USE THE SERVICES. THE TERMS ARE SUBJECT TO CHANGE AS PROVIDED HEREIN.

THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 17.2 (THE “ARBITRATION AGREEMENT“) AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 17.3 (THE “CLASS ACTION/JURY TRIAL WAIVER“) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

1. Services Overview, Availability, and Eligibility

1.1 Overview of the Services. The Services may include (a) providing individuals with information on health care and wellness, and health coaching services addressing the same; (b) providing individuals with access to laboratory services; (c) providing individuals with access to technology-oriented tools for addressing certain health issues; (d) development and gathering of healthcare records and healthcare information with retention of the same for use in healthcare provider appointments, communications, and pharmacy or laboratory services; (e) administrative support in connection with scheduling, payment for healthcare provider services, and payment for laboratory services; and (f) telecommunications support for using the Services as a means of direct access to a healthcare provider for communication, consultations, assessments, and treatment by such healthcare organizations and their providers.

1.2 Availability. Certain Services are currently only available to individuals located in certain states. You will be provided with notice of such limitations on availability of certain Services in your location when using those parts of the Services. Pin Health is based in the United States. We provide the Services for use only by persons located in the United States. We make no claims or representations that the Services or any material included in the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain states. You may not access Virtual Care Services from outside one of the states in which Pin Health Medical providers are licensed.

NEITHER PIN HEALTH NOR ANY PROFESSIONAL ENTITIES WITH WHOM WE PARTNER TO PROVIDE THE SERVICES INCLUDING WITHOUT LIMITATION PIN HEALTH MEDICAL MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE CONTINUED AVAILABILITY OF THE SERVICES. THE SERVICES OFFERED BY PIN HEALTH, AND THE VIRTUAL CARE SERVICES OFFERED BY PIN HEALTH MEDICAL, MAY BE DISCONTINUED AT ANY TIME AT THE SOLE DISCRETION OF PIN HEALTH AND/OR PIN HEALTH MEDICAL, AS APPLICBLE. WE WILL ENDEAVOR TO PROVIDE YOU WITH REASONABLE NOTICE OF ANY SUCH DISCONTINUATION SO THAT YOU MAY FIND A LOCAL PROVIDER WITH WHOM TO CONTINUE TREATMENT.

1.3 Eligibility. Our Services are intended for use by you only, and you must be 18 years of age or over to use the Services. To qualify to use the Services, the following must be true, and by accessing or using the Services, you represent and warrant that they are true:

1. You are located in a state where we operate (depending on the type of Services).
2. You agree to be legally bound by and comply with these Terms.
3. You understand and agree that satisfying the above requirements does not guarantee that you will receive Services. In addition to the above requirements, Pin Health and any professional entities with whom we partner to provide the Services reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you. To access or use the Services, you must have compatible devices, access to the Internet, and certain necessary software. Third-party fees and charges may apply to your use of mobile services and to the Internet.

1.4 No Medical Advice. THE INFORMATION CONTAINED ON THE WEBSITE IS NOT MEDICAL ADVICE. WITHOUT LIMITING ANY OTHER TERMS IN THESE TERMS:

1. YOU ACKNOWLEDGE THAT THE INFORMATION MADE AVAILABLE THROUGH THE WEBSITE AND THE SERVICES DO NOT CREATE A MEDICAL PROFESSIONAL OR PATIENT RELATIONSHIP BETWEEN PIN HEALTH AND YOU, AND SUCH INFORMATION DOES NOT CONSTITUTE ANY PROFESSIONAL OPINION, MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT BY PIN HEALTH. NONE OF THE SERVICES OR INFORMATION PROVIDED THROUGH THE WEBSITE BY PIN HEALTH ARE INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, ANY PROFESSIONAL ADVICE, DIAGNOSIS, OR TREATMENT.
2. PIN HEALTH DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR OTHER COMMITMENTS OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH ANY INFORMATION ON THE SERVICE (INCLUDING BUT NOT LIMITED TO DESCRIPTIONS OF PROFESSIONAL/PROVIDER QUALIFICATIONS, EXPERTISE, OR QUALITY OF WORK) OR ANY PARTICULAR RESULTS FROM USE OR ACCESS TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, PIN HEALTH DOES NOT ENDORSE ANY PARTICULAR TREATMENT METHOD OR TECHNIQUE, AND PIN HEALTH SHALL IN NO EVENT BE LIABLE TO YOU OR TO ANYONE FOR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY ANY PARTY IN RELIANCE ON INFORMATION ARISING FROM ANY USE OF THE SERVICE.
3. NOTHING IN THESE TERMS SHOULD BE CONSTRUED TO ALTER OR OTHERWISE AFFECT THE LEGAL, ETHICAL, OR PROFESSIONAL RELATIONSHIPS BETWEEN AND AMONG YOU AND PROVIDERS, NOR DOES ANYTHING IN THESE TERMS ABROGATE ANY RIGHT, PRIVILEGE, OR OBLIGATION ARISING FROM OR RELATED TO THE PHYSICIAN-PATIENT RELATIONSHIP.
4. PIN HEALTH IS NOT A REFERRAL SERVICE AND DOES NOT REFER, RECOMMEND, OR ENDORSE ANY PARTICULAR PROVIDER, TEST, PROCEDURE, OPINION, OR OTHER INFORMATION THAT MAY APPEAR VIA THE SERVICES. IF YOU RELY ON ANY INFORMATION OR SERVICE, YOU DO SO SOLELY AT YOUR OWN RISK. WE ENCOURAGE YOU TO INDEPENDENTLY CONFIRM ANY INFORMATION OR CONSULTATION RELEVANT TO YOU WITH OTHER SOURCES.

2. Virtual Care, Pharmacy, and Laboratory Services

2.1 Virtual Care Services. Virtual Care Services, including telemedicine, involves the delivery of healthcare services using electronic communications, information technology, or other means between a healthcare provider and a patient who are not in the same physical location. In order to use the Virtual Care Services, you will be required to review and agree to an informed consent regarding the use of virtual care (the “Virtual Care Consent”) that will be provided to you by independent, third-party medical practices who provide medical services or other Virtual Care Services on or through the Services. You agree that Pin Health is a third-party beneficiary of the Virtual Care Consent and has the right to enforce it against you. By accepting these Terms, you agree and consent to Pin Health, the applicable medical practices, the healthcare providers contracted or employed by such medical practices, and any other healthcare organization(s) or provider(s) with whom we partner to provide the Services to you sending you disclosures, notices, messages, reports, and other communications either in writing or electronically including without limitation through your account or by email. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold us, any applicable medical practice, any healthcare provider contracted or employed by any such medical practice, or any healthcare organization(s) or provider(s) with whom we partner to provide the Services to you liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or for your failure to comply with any treatment recommendations contained in these communications. Moreover, you acknowledge and agree that no means of electronic transmission can be guaranteed to be 100% secure. By accessing or using the Services, you agree to us transmitting health and other information to you electronically and that any information sent to or signed by you or us electronically shall be deemed equivalent to as if such information was provided or signed in writing.

2.2 Your Relationship with Pin Health. Pin Health does not provide any medical services, including Virtual Care Services, via the Services. Rather, Pin Health provides a technology platform for you to access a healthcare provider who is employed or contracted with Pin Health Medical and obtain access to additional information, which you may or may not choose to utilize in planning your health care and wellness. The health and wellness resources made available through our Services are for informational purposes only, and are not a substitute for direct in-person health care services in all cases; nor are they an indicator of specific results. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and the healthcare provider. You understand that by coordinating and consulting with Pin Health Medical through the Services, you are not entering into a provider-patient relationship with Pin Health. Except for specific communications received from Pin Health Medical or its healthcare providers in connection with the Virtual Care Services, none of the information you receive through the Services should be considered medical advice. By using the Services, you may, however, be entering into a doctor-patient or other healthcare provider-patient relationship with the Pin Health Medical healthcare providers associated with the Services. Further, we do not control or interfere with any professional service provided by such healthcare providers, each of whom is solely responsible for their provision of professional services rendered via the Services.

2.3 No Insurance Accepted; Notice of Your Financial Responsibility. Pin Health and the medical practices with whom we partner to provide the Services do not accept commercial health insurance plans and are not in-network with any commercial health insurance plans, and are not enrolled with federal or state health care programs, such as Medicare and Medicaid. By choosing to use the Services, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state health care program. Thus, you are solely responsible for the costs of any services or products provided to you. If you are a federal health program beneficiary, you agree that neither you, Pin Health, the medical practices with whom we partner to provide the Services, or any of the healthcare organization(s) or provider(s) with whom we partner to provide healthcare, pharmacy, or laboratory services to you will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Services. Please also see Section 15 (Payments) below for additional terms applicable to your payment obligations.

2.4 Pharmacy Services. If you receive a prescription as a result of your use of the Services, you may get matched with or be able to select one of Pin Health’s partner pharmacies to fulfill and ship your prescription. If you want to use a pharmacy other than one of Pin Health’s partner pharmacies, you must email hello@pin.health with your selection. You give us consent to send and disclose to the partner pharmacy or the pharmacy of your choice all information provided by you, healthcare records, and other applicable healthcare information and personal information (such as your name, location, and demographic information) so that you may receive pharmacy services. If you select to use Pin Health’s partner pharmacy to fulfill any prescriptions, you acknowledge that your medication will not be shipped in child-resistant packaging and that you must keep it out of the reach of children. Any partner pharmacy or other third-party pharmacy may decline to fulfill prescriptions in such pharmacy’s discretion, and you acknowledge that Pin Health cannot guarantee any fulfillment of prescriptions.

2.5 Laboratory Services. If you receive laboratory services as a result of your use of the Services, you may be matched with or be able to select one of Pin Health’s partner laboratories to receive such services. If you want to use a laboratory other than one of Pin Health’s partner laboratories, you must email hello@pin.health with your selection. You give us consent to send and disclose to the partner laboratory or the laboratory of your choice all information provided by you, healthcare records, and other applicable healthcare information and personal information (such as your name, location, and demographic information) so that you may receive laboratory services. Any partner laboratory or other third-party laboratory may decline to provide laboratory services in such laboratory’s discretion, and you acknowledge that Pin Health cannot guarantee any provision of laboratory services to you.

2.6 HIPAA. In using certain components of the Services, you may also provide certain medical information that may be protected under applicable laws. Pin Health is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”). It is important to remember that, while state-specific privacy laws may apply, HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to your transactions or communications with Pin Health, or the healthcare providers associated with the Services. To the extent Pin Health is deemed a “business associate” however, and solely in its role as a business associate, Pin Health, may be subject to certain provisions of HIPAA with respect to “protected health information,” as defined under HIPAA (“PHI”), that you provide to the healthcare providers. In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. However, any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under our Privacy Notice. Protected Information does not include information that has been de-identified in accordance with HIPAA.

3. Registration and Account Creation

3.1 Your User Account. Although certain parts of the Services are accessible without creating an account, you may be required to create an account to access and use certain parts of the Services (“User Account”). If you create a User Account, you agree to provide information that is accurate, complete, and correct, and to accurately maintain and update any information about yourself that you have provided to Pin Health. If you do not maintain such information, or Pin Health has reasonable grounds to suspect as much, Pin Health has the right to suspend or terminate your User Account and your use of the Services. You agree to keep confidential your username and password and to exit from your User Account at the end of each session. You are responsible for all activities that occur under your User Account and for maintaining the confidentiality of your password. You also agree to immediately notify Pin Health of any unauthorized use of your username or password, or any other breach of security that you become aware of involving or relating to the Services by emailing Pin Health at privacy@pin.health. Pin Health may take any and all actions it deems necessary or reasonable to maintain the security of the Services. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone or create more than one User Account. You may not use anyone else’s User Account at any time. Pin Health explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this Section 3.1 (Your User Account).

4. Access to the Services; Restrictions on Use

4.1 Access to the Services. Subject to your compliance with these Terms and any documentation we may make available to you, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable right to access and use the Service, solely for your internal, personal, non-commercial use, as permitted by the features of the Service. We reserve all rights not expressly granted herein in and to the Service. Notwithstanding anything to the contrary herein, certain portions of the Service may be available only during the Subscription Term(s), as further described in Section 15.3 (Subscriptions).

4.2 Restrictions on Use. Except to the extent a restriction is prohibited by applicable law, you agree that in using or accessing the Services, you will not, and will not attempt to, and will not enable any third party to:

1. impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
2. disassemble, reverse engineer, decode, or decompile any part of the Service or license or resell or modify any part of the Service;
3. use any automated or non-automated means to access the Service for “scraping” (except that public search engines may use spiders to create searchable indices of public materials, only as specified in the robots.txt file);
4. use any content available on or via the Service (including, without limitation, Outputs and any caption information, keywords, or other metadata) for any artificial intelligence, machine learning, and/or neural network algorithm training or development purposes, or for any technologies designed or intended for the identification of natural persons;
5. use the Service in any manner that impacts the stability of the servers or the operation or performance of the Service or any other user’s use of the Service;
6. copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Service or any of our intellectual property;
7. use the Service in any manner that (i) violates any applicable laws, including any applicable laws pertaining to the security, confidentiality, and protection of medical records, personally identifying information, PHI, and sensitive health information, (ii) violates any contractual obligation or right of any person, (iii) is fraudulent, false, deceptive, or defamatory, (iv) promotes hatred, violence, or harm against any person, or (v) otherwise may be harmful or objectionable to us or any other third party;
8. use the Service in competition with us, to develop competing products or services, for benchmarking or competitive analysis of the Service, or otherwise to our detriment or disadvantage;
9. bypass the measures we may use to prevent or restrict access to the Service;
10. use the Service to transmit spam or other unsolicited email (and we may immediately remove any content that we believe to be spam) or use the Service for commercial solicitation;
11. access any content available on or via the Service through any technology or means other than those provided by the Service or authorized by us;
12. attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Service;
13. transmit invalid data, viruses, worms, or other software agents through the Service;
14. collect or harvest any personal information from the Service; or
15. refer to us or to the Service in a manner that could imply a relationship that involves endorsement, affiliation, or sponsorship between you (or a third party) and us without our consent.

5. Privacy

Pin Health understands the importance of confidentiality and privacy regarding your health information. Please see our Privacy Notice for information about how we collect and use your information. The Privacy Notice is hereby incorporated into these Terms by reference and constitute a part of these Terms.

6. Intellectual Property

6.1 Pin Health Intellectual Property. You understand and acknowledge that we (or our licensors, as applicable) own and will continue to own all rights (including intellectual property rights), title, and interest in and to the Service (including, without limitation, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music; but, excluding your User Content), all materials and content displayed or otherwise made available on and/or through the Service (excluding your User Content), and all software, algorithms, code, technology, and intellectual property underlying and/or included in or with the Service. Use of any Pin Health intellectual property for any purpose not expressly permitted by these Terms is strictly prohibited.

6.2 Generated Content. You may be allowed to submit text, documents, images, and other materials to the Services for processing (“Input“), and receive output from the Services based on the Input (“Output“). In addition to the rights granted in Sections 6.3 (Usage Data) and 7.2 (Ownership and License), you hereby grant Pin Health a non-exclusive, non-sublicensable, non-transferable right to access and use the Inputs for the purposes of providing the Service, including the generation of Outputs.

THE SERVICE INCLUDES FEATURES AND FUNCTIONALITIES SUPPORTED BY ARTIFICIAL INTELLIGENCE (AI) TECHNOLOGIES. WHILE EFFORTS HAVE BEEN MADE TO ENSURE THE QUALITY AND RELIABILITY OF THE SERVICE, THERE MAY BE LIMITATIONS, INACCURACIES, OR BIASES PRESENT, WHICH ARE BEYOND THE REASONABLE CONTROL OF PIN HEALTH. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE SERVICE MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE SERVICE MAY RESULT IN INCORRECT OUTPUT. YOU MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. YOU UNDERSTAND AND AGREE THAT OUTPUT MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT PIN HEALTH SHALL NOT BE LIABLE FOR ANY DAMAGES THAT YOU OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE SERVICE. ALL OUTPUT IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

6.3 Usage Data. We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including intellectual property rights), title, and interest in and to the same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof in accordance with our Privacy Notice and for any lawful purpose, including, without limitation: (a) to provide and maintain the Service; (b) to improve our products and services (including the Service), and to develop new products, services, and/or features, which may include training and improving artificial intelligence/machine learning models and technologies; (c) to monitor your usage of the Service; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified and aggregated form. The Service may contain technological measures designed to prevent unauthorized or illegal use of the Service; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including intellectual property rights, in and to the Service.

6.4 Feedback. To the extent you provide us any suggestions, recommendations, or other feedback relating to the Service or to any other Pin Health products or services (collectively, “Feedback“), you hereby assign to us all rights (including intellectual property rights), title, and interest in and to the Feedback, without providing any attribution or compensation to you or to any third party.

7. User Content and Pin Health’s License to Use Such Content

7.1 User Content. As between us and you, you (or your licensors) will own any and all information, data, and other content that is collected or otherwise received by us from you through the Service, including Inputs and any biometric data that you authorize Pin Health to collect from your mobile or wearable devices (collectively, “User Content“).

7.2 Ownership and License. We claim no ownership rights over User Content, and, as between you and us, all User Content that is submitted, posted, displayed, provided, shared, or otherwise made available on or via the Service by you is and will remain yours. You understand that certain portions of the Service may allow healthcare providers or other Users to view, edit, share, and/or otherwise interact with your User Content and your Output (as defined above), and you agree to allow healthcare providers and Users to view, edit, share, and/or interact with your User Content and Output in accordance with your settings and these Terms. We have the right (but not the obligation) in our sole discretion to remove any of your User Content that is shared via the Service. You hereby grant each applicable healthcare provider and User a non-exclusive license to access your User Content and Output through the Service, and to use, reproduce, distribute, display and perform your User Content and Output, which you make available to such healthcare provider or User through the Service. You further grant, and you represent and warrant that you have all rights necessary to grant, to us, under all of your intellectual property rights, a non-exclusive and royalty-free right and license to use, copy, store, modify, distribute, reproduce, publish, list, make derivative works of, and display your User Content and Output: (i) to maintain and provide the Service; (ii) to improve our products and the Service, which may include training and improving artificial intelligence/machine learning models and technologies, and for our other research and business purposes; and (iii) to perform such other actions as described in our Privacy Notice or as authorized by you in connection with your use of the Service. We will never sell your User Content to third parties.

7.3 Representations and Warranties. By providing User Content via the Services, you affirm, represent, and warrant to us that: (a) you have the written consent of each and every identifiable natural person referred to or mentioned in the User Content, if any, to use and provide such person’s name, voice, likeness, and other information to the extent applicable, in the manner contemplated by the Services and these Terms, and each such person has released you from any liability that may arise in relation to such use; (b) you have obtained, and are solely responsible for obtaining, all consents required by applicable law to submit User Content relating to third parties; (c) your User Content and our use thereof as contemplated by these Terms and the Services will not violate any applicable law or infringe any rights of any third party, including, but not limited to, any intellectual property rights and privacy rights; (d) your User Content does not include any information or material that a governmental body deems to be sensitive or classified information, and your provision of User Content in connection with the Services is not violative of any confidentiality rights of any third party; (e) we may exercise the rights to your User Content granted to us under these Terms without liability for payment of any guild or other fees, residuals, payments, or royalties payable under any collective bargaining agreement or otherwise; (f) to the best of your knowledge, all User Content and other information that you provide to us is truthful and accurate; (g) you will not upload or make available through the Service, either directly or by other means, any personal information of children under 13 or the applicable age of digital consent; and (h) your User Content does not include sexually suggestive content; hate speech or direct attacks on an individual or group; content that is abusive, harassing, defamatory, vulgar, libelous, or invasive of another’s privacy; sexist or racially, ethnically, or otherwise discriminatory content; content that contains self-harm or excessive violence; impostor profiles; content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; spam messages; and/or otherwise objectionable content.

7.4 No Liability. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY USER CONTENT. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USER CONTENT AND THE CONSEQUENCES OF SUBMITTING, POSTING, DISPLAYING, PROVIDING, SHARING, OR OTHERWISE MAKING IT AVAILABLE ON OR THROUGH THE SERVICE. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SERVICE MAY EXPOSE YOU TO CONTENT THAT IS INACCURATE, OBJECTIONABLE, INAPPROPRIATE FOR CHILDREN, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE WILL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY CONTENT ACCESSED ON OR THROUGH THE SERVICE.

8. Additional Terms for Apps

8.1 General. To use any App, you must have a mobile device that is compatible with such App. Pin Health does not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider in connection with such App. You understand and acknowledge that you are solely responsible for any such charges. We hereby grant you a non-exclusive, limited, non-transferable, and freely revocable license to use a compiled code copy of the App(s) under your User Account on one (1) or more mobile devices owned or controlled solely by you (except to the extent the applicable App store platform permits any shared access and/or use of the App), solely in accordance with these Terms. The foregoing license grant is not a sale of any App or of any copy thereof. You may not: (a) modify, disassemble, decompile, or reverse engineer any App, except to the extent that such restriction is expressly prohibited by applicable law; (b) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer any App to any third party, or use any App to provide time sharing or similar services for any third party; (c) make any copies of any App; (d) remove, circumvent, disable, damage, or otherwise interfere with security-related features of any App, features that prevent or restrict use or copying of any content accessible through any App, or features that enforce limitations on use of the Apps; or (e) delete the copyright or other proprietary rights notices on any App. You acknowledge that we may, from time to time, issue upgraded versions of the Apps, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and you understand and acknowledge that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated into an App is covered by the applicable open source or third-party license, if any, authorizing use of such code. We or our third-party partners or suppliers retain all right, title, and interest in and to the Apps (and any copies thereof). Any attempt by you to transfer or delegate any of the rights, duties, or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.

8.2 iOS App. This Section 8.2 (iOS App) applies to any App you acquire from the Apple App Store (such App, “iOS App“). You and Pin Health understand and acknowledge that these Terms are solely between you and Pin Health, not Apple, Inc. (“Apple“), and that Apple has no responsibility for the iOS App or content thereof. Your access to and use of the iOS App must comply with the usage rules set forth in Apple’s then-current Apple Media Services Terms and Conditions and with the applicable Volume Content Terms. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the iOS App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be governed solely by these Terms and any law applicable to Pin Health as provider of the iOS App. You and Pin Health acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the iOS App, or your possession and use of that iOS App, infringes that third party’s intellectual property rights, Pin 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 these Terms. You and Pin Health acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms as they relate to your license of the iOS App, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as they relate to your license of the iOS App against you as a third-party beneficiary thereof.

8.3 Android App. The following applies to any App you acquire from the Google Play Store (such App, “Android App“): (a) you acknowledge that these Terms are between you and Pin Health only, and not Google LLC or any affiliate thereof (collectively, “Google“); (b) your access to and use of the Android App must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of the Google Play Store where you obtained the Android App; (d) Pin Health, and not Google, is solely responsible for the Android App; (e) Google has no obligation or liability to you with respect to the Android App or these Terms; and (f) you understand and acknowledge that Google is a third-party beneficiary to these Terms as they relate to the Android App.

9. Third-Party Terms

9.1 Third-Party Services. THE SERVICE MAY CONTAIN LINKS TO THIRD-PARTY SITES, MATERIALS, AND/OR SERVICES (COLLECTIVELY, “THIRD-PARTY SERVICES“) THAT ARE NOT OWNED OR CONTROLLED BY US, INCLUDING VIRTUAL CARE SERVICES OR ANY OTHER SERVICES OFFERED AND PROVIDED BY PIN HEALTH MEDICAL, AND CERTAIN FUNCTIONALITIES OF THE SERVICE MAY REQUIRE YOUR USE OF THIRD-PARTY SERVICES, TO WHICH YOU ARE SUBJECT TO AND AGREE TO THE THIRD PARTY’S TERMS AND CONDITIONS MADE AVAILABLE VIA ITS SERVICES. SUCH THIRD-PARTY SERVICES MAY INCLUDE THE SERVICES OF THIRD PARTY LABORATORIES AND MEDICAL PRACTICES THAT ARE FULLY INDEPENDENT OF PIN HEALTH. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF YOU ACCESS A THIRD-PARTY SERVICE FROM THE SERVICE OR SHARE YOUR USER CONTENT OR OUTPUT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY NOTICE DO NOT APPLY TO YOUR USE OF ANY THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE. ADDITIONALLY, YOUR DEALINGS WITH, OR PARTICIPATION IN PROMOTIONS OF, ADVERTISERS FOUND ON THE SERVICE ARE SOLELY BETWEEN YOU AND SUCH ADVERTISERS. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT RELATING TO YOUR DEALINGS WITH SUCH ADVERTISERS.

9.2 Third-Party Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components“). Although the Services are provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

10. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PIN HEALTH, ITS AFFILIATES, AND ALL MEDICAL PRACTICES AND HEALTHCARE PROVIDERS WITH WHOM WE PARTNER TO PROVIDE THE SERVICES (INCLUDING PIN HEALTH MEDICAL), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PIN HEALTH NOR ANY PIN HEALTH AFFILIATES WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SERVICES, SERVICES CONTENT, AND USER CONTENT. FURTHERMORE, PIN HEALTH DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND PIN HEALTH DISCLAIMS ANY LIABILITY RELATING THERETO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR PIN HEALTH OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL, AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE, AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL, AND/OR INFORMATION, OR YOUR RELIANCE ON ANY SUCH CONTENT, MATERIAL, AND/OR INFORMATION.

WITHOUT LIMITING ANY OTHER TERMS SET FORTH IN THESE TERMS, (A) PIN HEALTH IS NOT A HEALTH INSURANCE COMPANY AND DOES NOT PROVIDE YOU WITH HEALTH INSURANCE BENEFITS, AND (B) PIN HEALTH HAS NO RESPONSIBILITY TO COORDINATE WITH YOUR EMPLOYER OR ANY THIRD PARTY IN CONNECTION WITH ANY OTHER BENEFITS OR PLANS YOU MAY HAVE THAT PERTAIN TO HEALTHCARE.

11. Limitation of Liability

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PIN HEALTH, ITS AFFILIATES, ANY MEDICAL PRACTICES OR HEALTHCARE PROVIDERS WITH WHOM WE PARTNER TO PROVIDE THE SERVICES, OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS, OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SERVICES OR ANY SERVICES CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. THIS IS TRUE EVEN IF PIN HEALTH OR APPLICABLE PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

IN NO EVENT SHALL PIN HEALTH’S, ITS AFFILIATES’, ANY APPLICABLE MEDICAL PRACTICES’ OR HEALTHCARE PROVIDERS’, OR LICENSORS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE, THE GREATER OF (I) ONE HUNDRED DOLLARS ($100), OR (II) THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES IN THE SIX (6) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages such as in this Section 11 (Limitation of Liability). Accordingly, some of these limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless Pin Health, its affiliates, any medical practices or healthcare providers with whom we partner to provide the Services including Pin Health Medical, and all of their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, legal fees) arising from: (a) your access to and/or use of the Service, including your use of Output; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including, without limitation, any privacy right or intellectual property right; (d) your violation of any applicable law; (e) User Content or any content that is submitted via your user account; (f) your willful misconduct; or (g) any third party’s access to and/or use of the Service with your authentication credential(s).

13. Release

You hereby release us from all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses, in each case of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including any other user of the Services) in connection with the Services. In addition, you waive any applicable law that says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY 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, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY.”

14. Changes to the Terms of Service and the Services

The Services are continually under development, and Pin Health reserves the right to review, modify, or remove any part of these Terms in its sole discretion at any time and without prior notice to you. You should check these Terms from time to time when you use the Services to determine if any changes have been made. Any changes to these Terms are effective upon posting to the Services, unless applicable law requires us to provide additional notice or take other actions before such changes can become effective. If you disagree with these Terms, your sole and exclusive remedy is to discontinue your use of the Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

You acknowledge and agree that: (a) all or any part of the Services may not be accessible at any time, for any period, or for any reason; and (b) Pin Health will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. Pin Health reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Services or any portion thereof, with or without notice. You agree that Pin Health shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

15. Payments

15.1 Payment Method. You agree to pay all fees due for Services requested at checkout and pursuant to all payment terms presented to you when engaging in transactions in connection with the Services. Prices are subject to change at any point in our sole discretion. You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have (“Payment Method“). By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors (“Payment Processors“) to charge the amount due, including recurring fees associated with Subscription Services (as defined below). Fees are stated exclusive of any taxes, levies, or duties (collectively, but, for clarity, excluding taxes based on our net income, “Taxes”). You will be responsible for paying all Taxes associated with your purchases in connection with the Service.

You represent and warrant that: (a) the account, order, and Payment Method information you supply to us and/or to Payment Processors, as applicable, is true, accurate, correct, and complete; (b) you are duly authorized to use the Payment Method(s); (c) you will pay any and all charges incurred by users of your Payment Method in connection with the Services, including any applicable fees (at the prices in effect when such charges are incurred) and Taxes; (d) charges incurred by you will be honored by your Payment Method company; (e) you will not allow or enable anyone else to use your subscription to the extent applicable (including, without limitation, by sharing your password(s) or any other authentication credentials with anyone else, or by attempting to transfer your Subscription Services to anyone else); and (f) you will report to us any unauthorized or prohibited access to or use of your subscription as applicable and/or password(s) or other authentication credentials. WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR: (X) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD; (Y) ANY FEES THAT MAY BE CHARGED TO YOU BY YOUR BANK IN CONNECTION WITH THE COLLECTION OF FEES; AND/OR (Z) ANY UNAUTHORIZED USE OF YOUR CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.

15.2 Financial Responsibility. You understand and agree that you are responsible for all fees due to receive healthcare, pharmacy, and laboratory services, including any fees charged by the healthcare organization(s) or provider(s) that provide services to you in connection with the Services including Pin Health Medical. Your payments to Pin Health may include fees charged by healthcare organization(s) or provider(s) for healthcare, pharmacy, and/or laboratory services, which Pin Health collects on their behalf. Any healthcare, pharmacy, or laboratory services not provided by us, any medical practice or healthcare provider with whom we partner to provide the Services, or the partner pharmacy or laboratory, or otherwise made available through the Services are not included in the payments collected by Pin Health and you may be separately charged by the applicable healthcare organization(s) and/or provider(s) for such services. In the event that your credit card expires or Pin Health, our affiliates, or our third-party Payment Processors are unable to process your payment, you may receive notice for you to provide an alternative Payment Method. Pin Health and/or the healthcare organization(s) and/or provider(s) have no obligation to provide any healthcare, pharmacy or laboratory services unless and until full payment has been received and/or verified. You are responsible for keeping your payment information (such as credit card number and billing address) accurate and up to date at all times.

15.3 Subscriptions. Certain products or services offered on the Services may be offered on a subscription basis (“Subscription Services”). For Subscription Services, your Payment Method will be automatically charged at regular intervals as described during the checkout process for the applicable Subscription Services. Depending on the specific Service you select, you may be charged at the time you submit a request (for instance, a treatment request), and the products or services purchased will begin to be provided after all onboarding steps are complete (for instance, after your treatment request is approved by a provider and you provide all required information). For other Services, you may not be charged until all required onboarding steps are completed. Your subscription will automatically renew at the end of each subscription term identified in your subscription order for subsequent terms equal in length to that initial subscription term (each such period, a “Subscription Term”) unless and until you cancel the applicable subscription in accordance with the cancellation procedures below.

15.4 Subscription Cancellation. You may cancel a Subscription Service to prevent future renewals at any time before the cancelation cutoff date as indicated to you at the time you purchase a Subscription Service. You will also be informed about how you can cancel these Subscription Services. To cancel any Subscription Services, you must notify us at least three (3) days before the start of the next Subscription Term by using the appropriate functionalities of the Services or by contacting us at hello@pin.health. You will continue to have access to the Subscription Services through the end of the then-current Subscription Term. You understand that unless and until you notify us of your intent to cancel, your subscription and the corresponding subscription fee will automatically renew, and you authorize each of Pin Health and Payment Processor (without notice to you, unless required by applicable law) to charge you the applicable subscription fee and any applicable Taxes, using any of your Payment Methods.

15.5 Refunds. If (i) you request a refund within forty-eight (48) hours of a charge to your account, and (ii) no Service has been scheduled or initiated (including consultations, lab orders, or other appointments), then you are eligible for a full refund of such charge. EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN OR REFUND POLICY PROVIDED TO YOU ON THE SERVICES OR AS SET FORTH IN THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT DUE TO THE NATURE OF THE PRODUCTS AND SERVICES PURCHASABLE THROUGH THE SERVICES, ANY APPLICABLE FEES AND OTHER CHARGES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

16. Termination; Suspension

These Terms will remain in full force and effect as long as you continue to access or use the Services. You may terminate these Terms at any time by discontinuing use of the Services. Your permission to use the Services automatically terminates if you violate these Terms. Pin Health may terminate or suspend any of the rights granted by these Terms and your access to and use of the Services with or without prior notice, for any reason, and at any time, including for violations of these Terms. The following provisions survive the expiration or termination of these Terms for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue; No Waiver; and Assignment.

Subject to applicable law, Pin Health reserves the right to maintain, delete, or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, Pin Health will have no further obligation to provide the Services, except to the extent that we or a professional entity with whom we partner to provide the Services is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold Pin Health harmless from any and all liability that Pin Health may incur therefor.

17. Governing Law; Dispute Resolution; Arbitration; Venue.

17.1 Governing Law. These Terms will be governed by the laws of the State of Delaware, without respect to its conflict of laws principles. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (as it may be amended, “FAA”) governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by applicable law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you live (if applicable) or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in New Castle County, Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Confidential Information, or intellectual property rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that New Castle County, Delaware is the proper and exclusive forum for any appeals of an arbitration award, or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable. These Terms were drafted in the English language and this English language version of the Terms is the original, governing instrument of the understanding between you and us. In the event of any conflict between the English version of these Terms and any translation, the English version will prevail.

17.2 Arbitration Agreement

1. General. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (i) these Terms; (ii) access to or use of the Service, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Service; or (iv) any other aspect of your relationship or transactions with us as a User or consumer (each, a “Claim“, and, collectively, “Claims“). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.
2. Opting Out of Arbitration Agreement. If you are a new user of the Services, you can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing us at legal@pin.health with your full, legal name and stating your intent to opt out of this Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.
3. Dispute-Resolution Process. For any Claim, you will first contact us at legal@pin.health and attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the “Arbitrator”), under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. The arbitration will be conducted in the U.S. county where you live (if applicable) or New Castle County, Delaware, unless you and Pin Health agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and we agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or whether any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.
4. Equitable Relief. NOTHING IN THIS ARBITRATION AGREEMENT WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, CONFIDENTIAL INFORMATION, OR INTELLECTUAL PROPERTY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN A SMALL CLAIMS COURT, PROVIDED THAT YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.
5. Severability. If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

17.3 Class Action/Jury Trial Waiver. BY ENTERING INTO THESE TERMS, YOU AND PIN HEALTH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. THE FOREGOING APPLIES TO ALL USERS (BOTH NATURAL PERSONS AND ENTITIES), REGARDLESS OF WHETHER YOU HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS PIN HEALTH AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS. YOU AND PIN HEALTH AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS OF THE SERVICES.

18. Communications by Text Message and Email

18.1 General. You may provide us with your telephone number as part of creating your user account or otherwise. By providing a telephone number, you consent to receiving autodialed or prerecorded calls and/or text messages from us, or on our behalf, at such telephone number. We may place such calls or send such texts to (a) help keep your user account secure through the use of multi-factor authentication (“MFA“); (b) help you access your user account if you are experiencing difficulties; and/or (c) as otherwise necessary to service your account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you. Part of the MFA identity-verification process may involve Pin Health sending text messages containing security codes to the telephone number you provided, and you agree to receive such texts from or on behalf of Pin Health.

18.2 Consent to Transactional Communications. You expressly consent and agree to Pin Health contacting you using written, electronic, and/or verbal means, including manual dialing, emails, prerecorded/artificial voice messages, and/or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account, and as permitted by applicable law, in each case even if the phone number is registered on any United States federal and/or state Do-Not-Call/Do-Not-email registry/ies. Message and data rates apply. For purposes of clarity, the text messages described in this paragraph are transactional text messages, not promotional text messages.

18.3 Consent to Promotional Messages. Additionally, we offer you the chance to enroll to receive recurring SMS/text messages from Pin Health. You may enroll to receive text messages about account-related news and alerts and/or promotional offers (including cart reminders) and marketing related to Pin Health products and/or services. By enrolling in Pin Health’s SMS/text messaging service, you agree to receive text messages from Pin Health to the mobile phone number provided by you, and you certify that such mobile number is true and accurate and that you are authorized to enroll such mobile number to receive such texts. You acknowledge and agree that the texts may be sent using an automatic telephone dialing system and that message and data rates apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider. Message frequency varies. Consent is not required as a condition of purchase. To the extent permitted by applicable law, we are not responsible for any delays upon sending or receiving text messages.

18.4 Unsubscribing from Promotional Messages & Calls. You may opt out from promotional text messages or calls at any time. To unsubscribe from promotional text messages, text or reply “STOP” to the number from which you received the text from the mobile device receiving the messages, or to the other phone number provided by Pin Health (if any) for such purpose. You consent that following such a request to unsubscribe, you may receive one (1) final text message from or on behalf of Pin Health confirming your request. For help, please contact us at hello@pin.health. Opting out will not prevent you from receiving Services-related messages, including critical lab values.

18.5 Email Communications. By providing us with your email address, you consent to our using that email address to send you messages, including, without limitation, marketing and advertising messages, such as messages notifying you of changes to features of the Services and special offers (collectively, “Marketing Emails”). If you do not want to receive Marketing Emails, you may opt out of receiving them by following the “unsubscribe” instructions within a Marketing Email or by contacting us at hello@pin.health. Opting out will not prevent you from receiving Services-related notices.

18.6 Sensitive Information. You also understand that while Pin Health takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from Pin Health are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk. By texting or emailing Pin Health or giving Pin Health your phone number or email address, you consent to receiving unencrypted messages from Pin Health. If you are experiencing any issues with Pin Health’s text messaging or email services, or if you have any concerns about sending or receiving any sensitive information through text or email, please contact us directly at hello@pin.health. If you have questions specific to your text or data plan, please contact your wireless provider.

19. Miscellaneous Terms

19.1 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

19.2 Entire Agreement; Severability. These Terms, together with any amendments and any additional agreements you may enter into with us in connection with the Service, will constitute the entire agreement between you and us concerning the Service. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

19.3 No Waiver. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

19.4 Force Majeure. Neither you nor Pin Health shall be liable for any failure or delay in fulfilling or performing any obligation under these Terms (except for your obligation to make payments hereunder) to the extent such failure or delay results from events beyond the affected party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, fires, floods, earthquakes, war, terrorism, riots, civil unrest, strikes or labor disputes, power or utility failures, failures of telecommunications or internet service providers, governmental actions, laws, regulations, orders, or decrees, cyberattacks, supply chain disruptions, or failures or delays of third-party service providers not caused by Pin Health (each, a “Force Majeure Event“). In the event of a Force Majeure Event, the affected party’s obligations shall be suspended for the duration of the Force Majeure Event to the extent affected, and such party will use commercially reasonable efforts to resume performance as soon as practicable. You acknowledge and agree that any timelines, turnaround times, delivery estimates, or availability information displayed through the Services are estimates only and are non-binding, and may be impacted by factors beyond Pin Health’s control, including Force Majeure Events.

19.5 No Agency Relationship. Neither these Terms, nor any Services content, materials, or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

19.6 California Residents. The provider of the Services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

20. Contact Us

If you have any questions about these Terms, please contact us at: hello@pin.health.