180 HEALTH SERVICES TERMS OF SERVICE

 Acceptance of These Terms of Service

 180 Health Services, LLC (“180 Health,” “we,” “us,” or “our”) provides our services (described below), products and related content to you through our website located at 180healthservices.com (the “Site”) and through any related technologies (the Site, together with any data, reports, text, images, sounds, video, and content made available through it, are hereinafter referred to as the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

 

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST 180 HEALTH ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

 

Your Privacy: At 180 Health, we respect the privacy of our users. For more information please see our Privacy Policy, located at http://180healthservices.com/privacy/ (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

 Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time.  All such terms are hereby incorporated by reference into these Terms of Service.

 

Access and Use of the Service

 

            Service Description: 180 Health is a US marketer and distributor of specialized medical products (the “Products”) and services. In partnership with our suppliers, physicians, and clinics, we strive to deliver cutting edge life-enhancing Products and therapeutic solutions to patients and providers throughout the country. 180 Health and its partners distribute regenerative therapy Products to achieve meaningful clinical outcomes in several specialty therapeutic segments including pain management, podiatry, wound care, cosmetics, and orthopedics. 180 Health is effective at developing sales channels that deliver meaningful results and patient outcomes. We take pride in having exceptional level of integrity and being a trusted partner and advisor to our clinicians, patients, and manufacturers.

 

Your Registration Obligations: You may be required to register with 180 Health or provide information about yourself or your organization (e.g., name of point of contact and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian.

 

            Member Account, Password and Security: 180 Health shall provide your or your organization’s point of contact an administrative user name and password. You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify 180 Health of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. 180 Health will not be liable for any loss or damage arising from your failure to comply with this paragraph.

             Modifications to Service: 180 Health reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that 180 Health will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

             General Practices Regarding Use and Storage: You acknowledge that 180 Health may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on 180 Health’s or its third-party service providers’ servers on your behalf. You agree that 180 Health has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that 180 Health reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that 180 Health reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

 Conditions of Access and Use

            User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to 180 Health, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by 180 Health. 180 Health reserves the right to investigate and take appropriate legal action against anyone who, in 180 Health’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

 

  1. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of 180 Health, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose 180 Health or its users to any harm or liability of any type;
  2. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
  3. violate any applicable local, state, national, or international law, or any regulations having the force of law;
  4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  5. solicit personal information from anyone under the age of 18;
  6. harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  7. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
  8. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  9. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
  10. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
  11. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by 180 Health from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

 

            Competitors: No employee, independent contractor, agent, or affiliate of any 180 Health competitor is permitted to view, access, or use any portion of the Service without express written permission from 180 Health. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of 180 Health or any of its affiliates, or acting on behalf of a competitor of 180 Health in using or accessing the Service.

            Fees: The prices for the Products shall be as set forth in 180 Health’s Ordering Portal, as defined below.  To the extent the Service or any portion thereof is made available for any fee, you may be required to provide information regarding your credit card or other payment instrument. You represent and warrant to 180 Health that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with 180 Health or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay 180 Health the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service.  If you dispute any charges you must let 180 Health know within sixty (60) days after the date that 180 Health charges you. We reserve the right to change 180 Health’s prices. If 180 Health does change prices, 180 Health will provide notice of the change through the Service user interface, email, or through other reasonable means, at 180 Health’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.

            Taxes. All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by you under this Agreement. You are responsible for all such taxes, duties and charges; provided, that, you are not responsible for any taxes imposed on, or regarding, 180 Health’s income, revenues, gross receipts, personnel or real or personal property or other assets.

 

            Invoices. At the end of each month, 180 Health will invoice you for the Products ordered in the preceding month, indicating your outstanding balance, the price of the unpaid Products ordered by you, any rebates that you have earned and 180 Health has processed as of the date of the invoice, and any other charges or credits on your account as of the date of the applicable invoice (each, an “Invoice”). 180 Health will make commercially reasonable efforts to reflect rebates earned by you in each month on the Invoice.

 

            Billing and Payment. You agree to pay all invoiced amounts due to 180 Health within thirty (30) days of receipt of the Invoice. For clarity, you shall be obligated to pay in full all amounts set forth in each Invoice regardless of whether any outstanding rebates have been reflected and/or amounts are covered by a third-party payor.

 

            Credit Limit. You shall have a credit limit of $60,000, which may be increased up to $300,000, in 180 Health’s sole discretion (the “Credit Limit”). In no event shall your outstanding balance for unpaid Invoices exceed the Credit Limit.

 

            Late Payments. You may request from 180 Health an extension to the payment periods set out herein, no later than five (5) days prior to the date the amounts set forth in the applicable Invoice become due, such extension to be granted in 180 Health’s sole discretion. Finance charges may be assessed if payment is not received within thirty (30) days of the due date of any Invoice. You acknowledge and consent to pay pursuant to the applicable terms as presented in your applicable 180 Health Invoice. Failure to make payments within 180 Health’s terms and conditions shall result in default. Upon default by the you, all amounts owed by the you to 180 Health shall become immediately due and payable, and 180 Health may impose a finance charge of 1.5% per month (18% annualized), or the maximum allowed by law, on all amounts in default until paid in full. You agree to pay for all costs of collection or attempts thereof, including but not limited to attorneys’ fees and costs, interest fees, and collection agency fees, for any amount in default.

 

            Payment Processing. To facilitate payment for the Service via bank account, credit card, or debit card, we may use a third-party payment processors (collectively, “Payment Processors”). These payment processing services are provided by the Payment Processors and are subject to the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize 180 Health or the applicable Payment Processor to store and charge the account set forth on your payment authorization form at any time on or following the due date set out in the applicable Invoice, an amount equal to the price for the applicable Products set forth on your Order Statement. Please contact us or the applicable Payment Processor for more information. 180 Health assumes no liability or responsibility for any payments you make through the Service.

 

            Refunds and Cancellations: Products that remain unopened and kept at room temperature in a dark location may be returned within 60 days for a refund. All opened Products may not be returned and all payments made in connection with such opened Products are final and non-refundable. You shall not dispute or flag such charges with your credit card company, bank or other applicable financial institution unless you disputed such amounts with 180 Health in good faith and notified 180 Health of such dispute five (5) business days prior to the date of such charges. You shall indemnify 180 Health from and against any costs, expenses, fees, penalties and other damages, including any business interruption, resulting directly or indirectly from a breach of this these payment terms.

 

            Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

 

Order Procedure: Shipment and Delivery; Acceptance of Product

 

            Order Procedure. You agree to utilize the Vanguard Claim Services’ Eligibility Verification of Benefits (“VOB”) form or the 180 Health Services Insurance Verification Request (“IVR”) Portal prior to ordering and using 180 Health’s Products. After you submit an IVR and receive confirmation of patient’s benefits, you shall place orders for the Products with 180 Health through 180 Health’s ordering portal (the “Ordering Portal”), which 180 Health may accept in its sole discretion. After 180 Health accepts an order placed by you, 180 Health will generate a written statement (the “Order Statement”) that will reflect that you have agreed to purchase the Products identified on the statement, the quantities of Products ordered, the prices of the Products ordered, the delivery location and the estimated delivery date.

 

            Shipment and Delivery. Unless otherwise expressly agreed to by the Parties, 180 Health shall deliver the Products to the delivery location set out in the Order Statement, using 180 Health’s or the manufacturer’s standard methods for packaging and shipping the Products. 180 Health may, in its sole discretion, without liability or penalty, make partial shipments of Products, each of which constitutes a separate sale, and you shall pay for the Products shipped in accordance with the payment terms set forth herein, whether such shipment is in whole or partial fulfillment of an Order Statement. Any time quoted for delivery is an estimate only. Title and risk of loss shall pass to you upon delivery of the Products at the delivery location set out in the Order Statement.

 

            Acceptance. Within forty-eight (48) hours after delivery of the Products (the “Acceptance Period”), you shall be deemed to have accepted the Products unless you notify 180 Health in writing and furnish written evidence or other documentation as required by 180 Health that the Products are damaged or defective (and such damage or defect was not caused by you) (a “Notice of Rejection”). If you provide such Notice of Rejection pursuant to these Terms of Service, then 180 Health shall determine, in its sole discretion, whether to replace the Products or refund the amounts paid for the Products. If 180 Health determines that such damage or defect was caused by you, you shall not be entitled to any replacement or refund for the Product(s) and shall remain fully responsible for the costs of such Product(s). Except as expressly permitted by 180 Health herein, you have no other right to return Products purchased under this Agreement.

 

Mobile Services and Software

            Mobile Services: The Service includes certain services that are available via a mobile device, including the ability to browse the Service and the Site from a mobile device. To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

            Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of 180 Health, its affiliates, and its licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by 180 Health.

            Special Notice for International Use; Export Controls: 180 Health is headquartered in the United States. If you access or use the Service from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

 

 

Intellectual Property Rights

            Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by 180 Health, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

 

            Trademarks: 180 Health’s name and logos are trademarks and service marks of 180 Health (collectively the “180 Health Trademarks”). Other 180 Health, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to 180 Health. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of 180 Health Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of 180 Health Trademarks will inure to our exclusive benefit. You agree not to use any trademarks and trade names, or other marks or names confusingly similar 180 Health’s trademarks, trade names or other marks or names.

 

            Third-Party Material: Under no circumstances will 180 Health be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that 180 Health does not pre-screen content, but that 180 Health and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, 180 Health and its designees will have the right to remove any content that violates these Terms of Service or is deemed by 180 Health, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

 

            User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant 180 Health and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Service and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

 

You hereby authorize 180 Health and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

 

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to 180 Health are non-confidential and 180 Health will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

 

You acknowledge and agree that 180 Health may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of 180 Health, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

 

Confidential Information

 

            “Confidential Information” means all non-public, proprietary or confidential information of a Party, including information about such Party’s business affairs or trade secrets, disclosed by such Party to the other Party, whether disclosed orally or disclosed or accessed in written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,” and all notes, analyses, summaries, and other materials prepared by such Party or any of its Representatives (as defined below) that contain, are based on, or otherwise reflect, to any degree, any of the foregoing. Confidential Information also includes any terms, conditions or arrangements discussed in connection with this Agreement. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of such other Party’s or its Representatives’ acts or omissions; (b) is obtained by such other Party or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) was in such other Party’s or its Representatives’ possession, as established by documentary evidence, before such Party’s disclosure hereunder; or (d) was or is independently developed by such other Party or its Representatives, as established by documentary evidence, without reference to or use of, in whole or in part, any Confidential Information.

 

            Use and Disclosure of Confidential Information. Each Party may use the Confidential Information of the other Party solely for the purposes contemplated under this Agreement and, except as expressly permitted hereunder, may not disclose or permit access to Confidential Information other than to its affiliates and its or their employees, officers, directors, shareholders and professional advisors (collectively, “Representatives”) who: (a) need to know such Confidential Information for the purposes set forth herein; (b) know of the existence and terms of this Agreement; and (c) are bound by written confidentiality agreements no less protective of the Confidential Information than the terms contained herein. Each Party shall safeguard the Confidential Information of the other Party from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and no less than a reasonable degree of care. Each Party shall promptly notify the other Party of any unauthorized use or disclosure of such other Party’s Confidential Information and use best efforts to prevent further use or disclosure. Each Party will be responsible for any breach of this Agreement caused by its Representatives.

 

            Required Disclosure. If either Party or any of its Representatives are required by applicable law or a valid legal order to disclose any Confidential Information of the other Party, such Party must, before such disclosure, notify such other Party of such requirement so that such other Party may seek a protective order or other remedy, and such Party shall reasonably assist such other Party therewith. If such Party remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that, in the written opinion of its legal counsel, such Party is required to disclose; and (b) use best efforts to ensure that such Confidential Information is afforded confidential treatment.

Indemnification

 

You agree to defend, indemnify, and hold harmless 180 Health, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “180 Health Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, the costs of enforcing any right to indemnification under these Terms of Service or related Supply Agreement, and the cost of pursuing any insurance providers relating to any rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or related Supply Agreement, your violation of any rights of another, any failure to comply with applicable laws, or your patients’ insurance coverage in respect to the Products, including any enforcement action or other claim brought by a government authority related thereto. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any 180 Health Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such 180 Health Party. 180 Health will provide notice to you of any such claim, suit, or proceeding. 180 Health reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting 180 Health’s defense of such matter. You may not settle or compromise any claim against the 180 Health Parties without 180 Health’s written consent. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

 

Disclaimer of Warranties

 

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE 180 HEALTH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY 180 HEALTH, OR ANY OTHER PERSON ON 180 HEALTH’S BEHALF.

 

THE 180 HEALTH PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; OR (E) YOU WILL RECEIVE ANY APPLICABLE INSURANCE MONIES IN CONNECTION WITH THE PRODUCT. FOR THE AVOIDANCE OF DOUBT, YOU ARE LIABLE FOR ALL PAYMENTS OWED TO 180 HEALTH NOTWITHSTANDING ANY DETERMINATION MADE BY ANY APPLICABLE INSURANCE ORGANIZATION REGARDING THE PRODUCTS.

 

Limitation of Liability

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE 180 HEALTH PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE EXEMPLARY OR ENHANCED DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE 180 HEALTH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE OR THE PRODUCTS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (E) ANY PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE PROVISION OF A PRODUCT MEDICAL GRADE FREEZER OR ANY PRODUCTS OR (F) ANY OTHER MATTER RELATING TO THE SERVICE OR PRODUCTS. IN NO EVENT WILL THE 180 HEALTH PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID 180 HEALTH IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

 

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

 

Dispute Resolution By Binding Arbitration

 

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

 

            a. Agreement to Arbitrate

 

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and 180 Health, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and 180 Health are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

 

            b. Prohibition of Class and Representative Actions and Non-Individualized Relief

 

YOU AND 180 HEALTH AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND 180 HEALTH AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

 

            c. Pre-Arbitration Dispute Resolution

180 Health is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at contact@180HealthServices.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to 180 Health should be sent to 4 Corporate Plaza Drive, Suite 150,Newport Beach, CA 92660 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If 180 Health and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or 180 Health may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by 180 Health or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or 180 Health is entitled.

 

            d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

 

Unless 180 Health and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, 180 Health agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

 

            e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, 180 Health will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, 180 Health will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, 180 Health will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

 

            f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

 

            g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

 

            h. Future Changes to Arbitration Agreement

 

Notwithstanding any provision in these Terms of Service to the contrary, 180 Health agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending 180 Health written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

 

Termination

 

You agree that 180 Health, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if 180 Health believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. 180 Health may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that 180 Health may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that 180 Health will not be liable to you or any third party for any termination of your access to the Service.

 

User Disputes

 

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and 180 Health will have no liability or responsibility with respect thereto. 180 Health reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

 

General

 

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and 180 Health governing your access and use of the Service, and supersede any prior agreements between you and 180 Health with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and 180 Health submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles, California. The failure of 180 Health to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of 180 Health, but 180 Health may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. 180 Health will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond 180 Health’s reasonable control.

 

Notice for California Users

 

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at 180 Health Services, LLC,  4 Corporate Plaza Drive, Suite 150,Newport Beach, CA 92660 or by calling (855) 339-1107.

 

U.S. Government Restricted Rights

 

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

 

Questions? Concerns? Suggestions?

 
Please contact us at contact@180HealthServices.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.