Guide Services Application Terms of Use

Effective Date: November 22, 2021 

 

These terms of use are entered into by and between you and Loyal Health, Inc. (“Loyal,” “we,” or “us”). The following terms and conditions, together with any policies expressly incorporated by reference (collectively, “Terms of Use” or “Agreement”), govern your access to and use of Guide Services application (the “Application” or “Services”). This Terms of Use also governs any content, functionality, and services offered on or through the Application. Please read the Terms of Use carefully before you start to use the Application.  

 

THIS AGREEMENT INCLUDES A MANDATORY AGREEMENT TO ARBITRATE, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF ANY OF THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. THERE IS ALSO A 30 DAY OPT-OUT RIGHT AS DETAILED BELOW.   

THE “AGREEMENT TO ARBITRATE AND CLASS ACTION WAIVER” SECTION BELOW ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION.   

DO NOT ACCESS OR USE ANY OF THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY. 

 

Acceptance of the Terms of Use 

By using the Application, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://loyalhealth.com/privacy-policy/, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Application. 

This Application is offered and available to users who are 18 years of age or older. By using this Application, you represent and warrant that you are of legal age to form a binding contract with Loyal and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Application. 

 

Changes to the Terms of Use 

We may modify, update, and/or discontinue these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Application thereafter. 

Your continued use of the Application following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this webpage from time to time so you are aware of any changes, as they are binding on you.  

 

Accessing the Application and Account Security 

We reserve the right to withdraw, modify or amend all or any portion of the Application, and any service or material we provide on the Application, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Application is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Application, or the entire Application, to users, including registered users. 

You are responsible for both: 

To access the Application, or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Application that all the information you provide on the Application is correct, current, and complete. You agree that all information you provide to register with the Application or otherwise, including, but not limited to, through the use of any interactive features on the Application, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. 

 If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Application or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. 

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use. 

 

Intellectual Property Rights 

The Application and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Loyal, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.  

These Terms of Use permit you to use the Application for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Application, except as follows: 

 You must not: 

You must not access or use for any commercial purposes any part of the Application or any services or materials available through the Application.  

If you wish to make any use of material on the Application other than that set out in this section, please address your request to: abhi@loyalhealth.com. 

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Application in breach of the Terms of Use, your right to use the Application will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Application or any content on the Application is transferred to you, and all rights not expressly granted are reserved by Loyal. Any use of the Application not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. 

 

Trademarks 

Loyal’s name, the Loyal and Guide logos, and all related names, logos, product and service names, designs, and slogans are trademarks of Loyal or its affiliates or licensors. You must not use such marks without the prior written permission of Loyal. All other names, logos, product and service names, designs, and slogans on this Application are the trademarks of their respective owners. 

 

Consent 

In some situations, we may obtain your voice recording(s). By using the Application, you give consent to Loyal to record your image, likeness, and/or voice on a photographic, video, audio, digital, electronic, or other medium. You also consent for Loyal to use, reproduce, modify, exhibit and/or distribute any such recording, in whole or in part, in any manner or medium now known or hereafter. Please refer to our Privacy Policy for more information.  

 

Responses 

The Application contains interactive features (collectively, “Interactive Services”) that allow you to post, submit, publish, display, or transmit (hereinafter, “post”) to us, Providers (as defined below) or other persons responses, content or materials (collectively, “Responses”) on or through the Application. 

All Responses must comply with the “Content Standard and Prohibited Content” section set forth below in these Terms of Use. 

Any Response you post to the Application will be considered non-confidential and non-proprietary. By providing any Response on the Application, solely to the extent permitted by applicable law, you expressly grant to Loyal a royalty-free, sublicensable (through multiple layers of sublicensees), perpetual, transferable, non-exclusive, worldwide license to use, sell, reproduce, adapt, translate, sublicense, publicly perform, publicly display, and make derivative works from and otherwise exploit, all such Responses in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for the purposes of posting such Response on the Application, distributing such Responses through the Loyal distribution and publishing network and in job alerts to job seekers, and to promote Loyal and the Services. This license continues even if you stop using the Services.  

If the foregoing license would not be permitted by applicable law, then you waive for the benefit of Loyal all such rights, and right of enforcement, in each Response. 

You represent and warrant that:  

You understand and acknowledge that you are responsible for any Responses you submit or contribute, and you, not Loyal, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. 

We are not responsible or liable to any third party for the content or accuracy of any Responses posted by you or any other user of the Application.  

 

Application 

The Application is an online tool for the facilitation of your interactions with certain healthcare providers (“Provider” or “Providers”) through the Services. Providers may use the Application to send you information, to which you may provide Responses. After you provide a Response, the applicable Provider may be able to use the Application to review the Response.   

The Application facilitates your interactions with Providers. In some cases, the Application, as configured at the direction of a Provider, may provide ask questions to determine your symptoms and make an initial assessment as to the course of treatment (each, an “Assessment”) for review by a licensed healthcare professional at such Provider. The Assessment is purely for informational purposes and is not medical or healthcare advice. You agree that the questions in any Assessment are solely being asked by the Provider through the Application. You further agree that Loyal is not responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any other equivalent or similar law, and that the responsibility for offering any such alternative method lies solely with Providers.  If you require an accommodation, or any alternative method(s) of Assessment, screening or application, you must indicate it to the Provider. Loyal does not warrant that the method of delivery of any Assessment question is compliant with the Americans with Disabilities Act or any equivalent or similar law.  

Whether a particular symptom is relevant, or whether you require medical care, is decided solely by the Provider. The Provider is the sole party to determine whether a Response indicates you are in need to medical treatment.   

The Services are merely tools that may be used to facilitate your business with a Provider do not constitute the practice of any medical, nursing or other professional health care advice, diagnosis or treatment. The information made available through the Services does not replace professional medical advice, diagnosis or treatment and should not be used for any such purpose. Loyal is not liable or responsible for any advice, course of treatment, diagnosis or any other information, services or product obtained through the use of the Services.  Provider is solely responsible for any and all medical advice and/or content and messaging relating to medical advice that is rendered, delivered or approved by Provider or its representatives (or failure to provide any of the foregoing) through use of the Services.   

 

LOYAL DOES NOT WARRANT THAT ANY DESCRIPTION PROVIDED THROUGH THE SERVICES REGARDING MEDICATIONS OR OTHERWISE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, SAFE OR ERROR-FREE. USE OF DATA ACCESSED BY MEANS OF THE SERVICES, AS WELL AS TREATMENT DECISIONS BASED ON SUCH INFORMATION ARE THE SOLE RESPONSIBILITY OF YOUR PROVIDER(S), AND LOYAL ASSUMES NO LIABILITY IN RESPECT THEREOF.  THE SERVICES AND THE INFORMATION CONTAINED WITHIN THE SERVICES ARE NOT A CERTIFIED ELECTRONIC HEALTH RECORD AND ANY AND ALL CLINICAL DECISIONS SHOULD BE MADE BY A LICENSED HEALTHCARE PROVIDER USING THE ORIGINAL SOURCE DATA.  SERVICES AND THE SERVICES DATA SHOULD NOT BE USED AS THE ORIGINAL SOURCE TO RENDER MEDICAL DECISION MAKING AND ALL DATA SHOULD BE VALIDATED BY THE LICENSED HEALTHCARE PROVIDER. 

 

You consent to your Responses, applications, and any other communications being processed and analyzed by Loyal according to this Agreement and Loyal’s Privacy Policy. You are requesting and authorizing Loyal to make your Response available to the Provider providing the Assessment. You understand that this is without warranty, and that Loyal reserves the right to display or reformat Responses in a manner to permit Providers to review your Response. You also acknowledge that once you have requested that Loyal transmit your Response to a Provider, that request cannot be canceled. Loyal does not guarantee that any Provider will receive, access, read or respond to any Response, or that there will be no mistakes in the transmission of the data. However, Loyal may alert you when any of the above events occur. 

The sole responsibility for the content of any Assessment or Response, any requests for interviews or offers made, any issues arising from an acceptance or denial of employment, and any other issues arising from the use of Assessments, is solely with Providers or you as applicable. 

You may have the opportunity to provide Loyal with certain demographic information about yourself, such as your race and ethnicity, gender, age, LGBTQ+ community membership, and disability status (“Demographic Information”). By choosing to provide your Demographic Information, you agree that Loyal may use it to evaluate and improve our products, and share aggregate summaries of job seeker information with employers. If you do not want your Demographic Information to be used in this way, do not provide it to Loyal (or, if you have already provided your Demographic Information to Loyal, you can request it be removed). You further acknowledge and agree that another applicant’s Demographic Information is personal information, and to the extent permitted by law you waive any right to request or view Demographic Information pertaining to any other applicant. 

 

Prohibited Uses 

You may use the Application only for lawful purposes and in accordance with these Terms of Use.  

Prohibited Activities: 

You agree not to use the Application: 

Additionally, you agree not to:  

 

Content Standards and Prohibited Content 

These content standards apply to any and all Responses and use of Interactive Services. Responses must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Responses must not:  

 

Prohibited Categories of Personally Identifiable Information  

You are prohibited from posting any Responses containing any categories of personally identifiable information (“PII”) not specifically requested by us (whether your own or of another person), such as social security number, passport number, national identification number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such PII may lead to identity theft and other adverse consequences. Loyal may remove any such PII, but does not undertake any obligation to do so, and has no responsibility and disclaims all liability for any posting of such identification information.  

 

Monitoring and Enforcement; Termination 

We have the right to: 

 

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Application.

 

YOU WAIVE AND HOLD HARMLESS LOYAL AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY LOYAL DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER LOYAL OR LAW ENFORCEMENT AUTHORITIES. 

 

However, we cannot and do not undertake to review all material before it is posted on the Application, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.  

 

Reliance on Information Posted 

The information presented on or through the Application is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Application, or by anyone who may be informed of any of its contents. 

This Application may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Loyal, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Loyal. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. 

 

Information About You and Your Visits to the Application  

All information we collect on this Application is subject to our Privacy Policy. By using the Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You agree to Loyal knowing, processing, analyzing, and recording any and all activities you make with the Services and any and all interactions and communications you have with, on, or through the Services, including, but not limited to, knowing, processing, analyzing, and recording which areas of the Services are visited (including without limitation URLs), which content is viewed, which information is input, whether and where you click, scroll, hover-over, mouseover, or otherwise interact with or communicates with or through the Services, the timing of each activity, and time spent on each activity.  Loyal collects data from you using the Services in private browsing mode, “incognito mode,” or similar modes.  You agree that Loyal may create, store, process, analyze, and record any and all such interactions, activities, and communications made with, on, or through the Services, and that such activities are an extension of the Services.  The Services cannot work as Loyal intends unless Loyal undertakes such activities.   

 

Links from the Application 

 The Application may be embedded in, or contain links to, other websites and resources provided by third parties.  These third-party websites are not controlled or operated by us.  We are not responsible for examining or evaluating the content or accuracy of these websites and the materials available thereon including but not limited to links contained in advertisements, such as banner advertisements and sponsored links.  We do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.  We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.  We are not responsible for the privacy, information, or other practices of any third parties, including any third party operating any site to which our Application is linked.  If you decide to access any of the third-party websites linked to the Application, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.  Please carefully review any third-party’s policies and practices and make sure you understand them before you engage in any transaction.  Complaints, claims, concerns, or questions regarding third-party content, representations, or goods or services should be directed to the third-party. 

 

Geographic Limitations 

The owner of the Website and Application is based in the State of Georgia in the United States. We provide this Application for use by persons located in the United States. We make no claims that the Application or any of its content is accessible or appropriate outside of the United States. Access to the Application may not be legal by certain persons or in certain countries. If you access the Application from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.  

 

Relationship of the Parties 

Nothing in these Terms of Use shall be construed as making either party the partner, joint venturer, employer, professional employer organization, contractor, or employee of the other. Neither party shall have or hold itself out to any third party as having any authority to make any statements, representations, or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. 

Except as set out these Terms of Use, only you and Loyal may enforce these Terms of Use as this contract is between you and Loyal; no other party shall be entitled to enforce the terms of this Agreement. 

Once you provide information via the Services and Loyal provides the information to a potential employer (“Provider”) (whether in the form of a job application, resume, email, or otherwise), Loyal does not have control over the Provider’s use or disclosure of that information. If you want to request the Provider delete, modify, or maintain confidence over any such information, you must make such a request directly to the Provider.  When you indicate your interest in a job listing or by RSVPing to a hiring event you are sending your resume and application information to Loyal, and you are requesting and authorizing Loyal to make available such application information to the applicable Provider(s) for such job listing(s). 

If you require alternative methods of screening or application you must approach the Provider directly to request such as Loyal is not responsible for the Provider application process. 

 

Disclaimer of Warranties 

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Application will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

 

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY APPLICATION LINKED TO IT. 

 

YOUR USE OF THE APPLICATION, THE RESPECTIVE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION IS AT YOUR OWN RISK. THE APPLICATION, THE RESPECTIVE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LOYAL NOR ANY PERSON ASSOCIATED WITH LOYAL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE APPLICATION. WITHOUT LIMITING THE FOREGOING, NEITHER LOYAL NOR ANYONE ASSOCIATED WITH LOYAL REPRESENTS OR WARRANTS THAT THE APPLICATION, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.  

 

LOYAL ASSUMES NO RESPONSIBILITY, AND DISCLAIMS ALL LIABILITY FOR PROCESSES INVOLVING EMPLOYERS, INCLUDING EMPLOYER ASSESSMENT PROCESS, SELECTION OF QUESTIONS, AND DECISION-MAKING PROCESS AND DECISIONS. IF YOU ARE UNABLE TO ACCESS THIS APPLICATION DUE TO A DISABILITY, LOYAL IS NOT RESPONSIBLE FOR PROVIDING AN ALTERNATE ASSESEMENT PROCESS, WHICH MAY BE AVAILABLE AND/OR PROVIDED BY YOUR POTENTIAL EMPLOYER. 

 

TO THE FULLEST EXTENT PROVIDED BY LAW, LOYAL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.  

 

THE APPLICATION AND ANY SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS AND LOYAL MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF INFORMATION ON THE SITE OR ANY LINKED THIRD-PARTY SITE.  

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

 

LOYAL DOES NOT GUARANTEE THE VALIDITY OF A JOB OFFER AND CAUTIONS YOU TO VERIFY THE VALIDITY OF A JOB OFFER BEFORE TAKING AN ADVERSE ACTION REGARDING YOUR CURRENT EMPLOYMENT SITUATION.  YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY EMPLOYER OR JOB OFFER. 

 

Limitation on Liability 

 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL LOYAL, ITS AFFILIATES, PROVIDERS, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APPLICATION, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE APPLICATION OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.  

 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL LOYAL, ITS AFFILIATES, PROVIDERS, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE IN THE AGGREGATE FOR ANY AMOUNT IN EXCESS OF ONE THOUSAND DOLLARS ($1000). 

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

 

Indemnification 

You agree to defend, indemnify, and hold harmless Loyal, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Application, including, but not limited to, your Responses, any use of the Website’s and/or Application’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Application. You further release Loyal and agree not to assert any claims against Loyal with respect to (i) your use of the Application, (ii) the use or sharing of your Responses or other Responses between Loyal and a Provider, or (iii) any action or inaction by any Provider, including, without limitation, any medical services or the manner in and purposes for which a Provider may make use of the Application or your Responses or other Responses. 

 

Governing Law and Jurisdiction 

All matters relating to the Application and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction). 

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia, in each case located in Fulton County, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 

 

Agreement to Arbitrate and Class Action Waiver 

These Terms of Use contains an Arbitration provision, which will, with limited exception, require you to submit disputes you have against Loyal to binding and final arbitration to the extent that the laws of the jurisdiction where you reside permit the inclusion of an arbitration provision in these Terms of Use. You will only be permitted to pursue claims against Loyal on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. 

If you are located in, are based in, have offices in, or do business in a jurisdiction in which this section is enforceable, the following mandatory arbitration provisions apply to you: 

  1. Binding Arbitration 

This section is referred to in these Terms of Use as the “Agreement to Arbitrate.” Unless you opt-out pursuant to the opt-out procedures set forth below, you agree that any and all disputes or claims that have arisen or may arise between you and Loyal or its affiliates, whether relating to the Services, these Terms of Use (including any alleged breach thereof), or otherwise (each a “Dispute”), shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Agreement to Arbitrate. A Dispute also includes without limitation disagreement about this Agreement to Arbitrate’s meaning, application, or enforcement. Your rights will be determined by a neutral arbitrator, not a judge or jury.

 

YOU UNDERSTAND THAT ABSENT THIS AGREEMENT TO ARBITRATE, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. 

 

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), including the AAA’s Supplementary Procedures for Consumer-Related Disputes, each available at www.adr.org, or such other alternative dispute resolution body and arbitration rules that may be mutually agreed upon by you and Loyal. Your arbitration fees and your share of arbitrator compensation shall be governed by such rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Loyal may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. 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. 

  1. Restrictions

You and Loyal agree that any arbitration shall be limited to the Dispute between Loyal and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons; and (4) any claims over which a small claims court has jurisdiction. 

  1. Exceptions to Informal Negotiations and Arbitration

You and Loyal agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Loyal intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (3) any claim for injunctive relief. 

  1. 30 Day Right toOpt Out of Arbitration 

You have the right to opt-out and not be bound by the arbitration provisions set forth in this section by sending written notice of your decision to opt-out to [INSERT CONTACT] or to the U.S. mailing address listed at the bottom of this Agreement. The notice must be sent to Loyal within thirty (30) days of your registering to use the Services or agreeing to these terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them. 

  1. Class Action Waiver

By using the Application and in return for the Services offered by Loyal, you acknowledge that Loyal can only offer you these Services under the terms and conditions as presented herein. As partial consideration for your use of the Application and these Services, you agree not to sue Loyal as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against Loyal regarding your use of the Application. If you do not agree to any part of these terms, do not continue your use of the Application. 

 

Waiver and Severability 

No waiver by the Loyal of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Loyal to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. 

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.  

 

Entire Agreement 

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Loyal regarding the Application and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Application. 

  

Your Comments and Concerns 

All feedback, comments, requests for technical support, and other communications relating to the Application should be directed to: abhi@loyalhealth.com.