Livara Terms of Use Agreement

Last Updated Date: April 29, 2024

PLEASE READ THIS LIVARA TERMS OF USE AGREEMENT (THE “AGREEMENT”) CAREFULLY.  THE AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“USER”) AND LIVARA HEALTH, INC. (“LIVARA,” “WE,” “US” OR “OUR”) THAT GOVERNS THE ACCESS AND USE OF THE SERVICES (AS DEFINED BELOW) MADE AVAILABLE BY LIVARA. 

BY ACCESSING OR USING THE LIVARAHEALTH.COM WEBSITE, SPINEZONE.COM WEBSITE, OR ANY OTHER WEBSITE WITH AN AUTHORIZED LINK TO THIS AGREEMENT (“WEBSITE”), REGISTERING AN ACCOUNT OR ACCESSING OR USING ANY DATA, INFORMATION, SERVICES, FEATURES OR RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE, OR CLICKING ON A BUTTON OR TAKING ANOTHER ACTION TO SIGNIFY YOUR ACCEPTANCE OF THE AGREEMENT, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE AT LEAST 13 YEARS OF AGE (AND IF YOU ARE UNDER 18, YOU ARE USING THE SERVICES UNDER THE SUPERVISION OF YOUR PARENT OR GUARDIAN, WHO AGREES TO THIS AGREEMENT ON BEHALF OF HIMSELF OR HERSELF AND ON BEHALF OF YOU, THE USER, AND WHO HAS THE RIGHT AND AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF HIMSELF OR HERSELF AND YOU, THE USER), AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT.  THE TERM “YOU” REFERS TO THE INDIVIDUAL IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE WEBSITE OR THE SERVICES.

PLEASE NOTE THAT SOME OF THE SERVICES ARE CURRENTLY ONLY AVAILABLE IN CERTAIN STATES. THE SERVICES MAY NOT BE AVAILABLE IN YOUR LOCATION. PLEASE CHECK BACK AS WE ARE CONTINUING TO EXPAND. LIVARA RESERVES THE RIGHT TO EXPAND OR RESTRICT THE AVAILABILITY OF THE SERVICES AT ANY TIME AND FOR ANY REASON.

DO NOT USE THESE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.  

SECTION 15 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.

THE AGREEMENT IS SUBJECT TO CHANGE BY LIVARA IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 16.7. 

1. USE OF THE SERVICES.
   1. Generally. Livara provides an orthopedic care platform designed to help individuals address musculoskeletal issues through a multidisciplinary team of expert Coaches and Medical Providers, as applicable (“Services”). The Services comprise of:

• Access to health and wellness coaches affiliated with a Medical Group (as defined below), including, without limitation, physical therapist assistants, spine rehabilitation specialists, certified athletic trainers, registered dieticians, mindfulness coordinators and addiction specialists (“Coaches”), who may provide you with certain non-medical treatments, such as exercise plans, education, nutrition, mindfulness, addiction and sleep counseling programs (each, a “Coaching Service”), whether in-person or virtually through a video communications platform; and
• Access to providers who are licensed medical professionals affiliated with a Medical Group (as defined below), including, without limitation, physical therapists, physical therapist assistants, advanced practice providers, and physicians (“Medical Providers”), and such Medical Providers may provide you with certain medical treatments (each, a “Medical Treatment”), whether in-person or virtually through a video communications platform.

2. Coaching Services. The following additional terms and conditions apply to your access to and use of the Coaching Services:

EXCEPT TO THE EXTENT MADE AVAILABLE BY A MEDICAL PROVIDER IN CONNECTION WITH TELEHEALTH SERVICES AND/OR BY A MEDICAL PROVIDER IN CONNECTION WITH A MEDICAL TREATMENT, THE CONTENT AND INFORMATION MADE AVAILABLE THROUGH THE SERVICES IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND NONE OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICES SHOULD BE CONSTRUED AS PROFESSIONAL MEDICAL ADVICE OR CONSULTATION. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. BY USING THE SERVICES FOR ANY SERVICE OTHER THAN THOSE PROVIDED BY MEDICAL PROVIDERS, YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE AND THAT YOU WILL ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING MEDICAL AND MENTAL HEALTH MATTERS. EXCEPT WHEN USING THE SERVICES MADE AVAILABLE BY MEDICAL PROVIDERS, IN NO EVENT WILL A MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP BE CREATED BY USING THE SERVICES. 

YOU AGREE THE COACHING SERVICES AND/OR THE MEDICAL TREATMENTS MAY CARRY INHERENT RISK, AND BY PARTICIPATING IN THE COACHING SERVICES AND/OR A MEDICAL TREATMENT, YOU CHOOSE TO ASSUME THOSE RISKS VOLUNTARILY. FOR EXAMPLE, THE COACHING SERVICES AND/OR THE MEDICAL TREATMENTS MAY CARRY RISK OF ILLNESS, BODILY INJURY, DISABILITY OR DEATH, AND YOU FREELY AND WILLFULLY ASSUME THOSE RISKS BY REQUESTING SUCH TREATMENTS. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE BEFORE, DURING AND AFTER YOUR PARTICIPATION IN THE COACHING SERVICES AND/OR A MEDICAL TREATMENT. YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICES OR RECEIVING THE COACHING SERVICES AND/OR THE MEDICAL TREATMENTS MADE AVAILABLE TO YOU BY LIVARA AND THE POSSIBLE RISKS INVOLVED IN USING SUCH SERVICES. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.

All Coaching Services are provided by our partner affiliates, including, but not limited to, Livara Health Medical Group, P.C., (each, a “Medical Group”, and together, the “Medical Groups”), and its and their Coaches. The Coaches matched through the Services are engaged by the Medical Groups, not by Livara, and the Medical Groups and their Coaches use independent professional judgment in rendering Coaching Services. The Medical Groups and the Coaches, and not Livara, are responsible for the quality and appropriateness of the Coaching Services and care they render to you through the Services, and any advice received from a Coach through the Services comes from the Coach alone and not from Livara.  

3. Medical Treatments and Telehealth Services. The following additional terms and conditions apply to your access to and use of Medical Treatments and Coaching Services that are provided virtually (the “Telehealth Services”):
   1. Medical Emergencies. THE MEDICAL TREATMENTS AND TELEHEALTH SERVICES ARE NOT INTENDED FOR MEDICAL EMERGENCIES OR URGENT SITUATIONS. YOU SHOULD NOT DISREGARD OR DELAY TO SEEK MEDICAL ADVICE BASED ON ANYTHING THAT APPEARS OR DOES NOT APPEAR ON THE SERVICE. IF YOU BELIEVE YOU HAVE AN EMERGENCY, CALL 9-1-1 IMMEDIATELY. YOU SHOULD SEEK EMERGENCY HELP OR FOLLOW UP CARE WHEN RECOMMENDED BY A HEALTH CARE PROVIDER OR WHEN OTHERWISE NEEDED. YOU SHOULD CONTINUE TO CONSULT WITH YOUR PRIMARY PROVIDER AND OTHER HEALTHCARE PROFESSIONALS AS RECOMMENDED. ALWAYS SEEK THE ADVICE OF YOUR PRIMARY CARE PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER CONCERNING QUESTIONS YOU HAVE REGARDING A MEDICAL CONDITION AND BEFORE STOPPING, STARTING, OR MODIFYING ANY TREATMENT OR MODIFICATION.
   2. Your Relationship with Us. IN USING THE SERVICE FOR MEDICAL TREATMENTS AND TELEHEALTH SERVICES, THE MEDICAL/PROFESSIONAL/PATIENT RELATIONSHIP IS BETWEEN THE MEDICAL GROUP, YOUR SPECIFIC MEDICAL PROVIDER, AND YOU. IN NO EVENT WILL A MEDICAL/PROFESSIONAL/PATIENT RELATIONSHIP BE CREATED BETWEEN YOU AND LIVARA. 

All Medical Treatments and Telehealth Services are provided by Medical Groups, and its and their Medical Providers. The Medical Providers matched through the Services are engaged by the Medical Groups, not by Livara, and the Medical Groups and their Medical Providers use independent professional judgment in rendering Medical Treatments and Telehealth Services. The Medical Groups and the Medical Providers, and not Livara, are responsible for the quality and appropriateness of the clinical treatment and care they render to you through the Services, and any professional advice received from a Medical Provider through the Services comes from the Medical Provider alone and not from Livara. The Medical Treatments and Telehealth Services you receive may vary depending on the Medical Provider with whom you interact. 

Livara is providing access to the Medical Treatments and Telehealth Services provided by the Medical Groups solely as a convenience. A Medical Provider of Medical Treatments and Telehealth Services interacting with you through the Services may not have the benefit of information that would be obtained by examining you in person and observing your physical condition, in each instance.  Therefore, the relevant Medical Provider may not be aware of facts or information that may affect his or her opinion regarding a potential diagnosis or treatment recommendation. To reduce the risk to you of this limitation, Livara strongly encourages you to provide all relevant information and discuss any and all diagnosis and treatment options with your primary care physician (“PCP”).  By deciding to engage the Services, including the Medical Treatments and Telehealth Services, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that: (i) the Medical Treatments and Telehealth Services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a PCP or other health care provider; and (ii) a health care provider acting through the Services may not have important information that is usually obtained through a “hands-on” physical examination. 

3. Consent for Medical Treatment. Medical Treatment, including Telehealth, includes the delivery of health care services using electronic communications, information technology or other means between a health care provider and a patient who are not in the same physical location.  Telehealth may be used for providing information about patient laboratory results and patient education, including but not limited to (i) electronic transmission of medical records, photo images, personal health information, or other data between a patient and healthcare provider; and (ii) interactions between a patient and health care provider via audio, video, and/or data communications. While the provision of health care services, including using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. The Medical Treatments, including Telehealth Services, are not intended to take the place of your relationship with your regular PCP. 

To receive Medical Treatments, including Telehealth Services, you must agree to the applicable Medical Group’s Consent to Treat, which provides a description of the risks and benefits of Medical Treatment, including telehealth, and constitutes your voluntary authorization to the rendering of Medical Treatments, including Telehealth Services, by the Medical Groups and Medical Providers through the Services. The Consent to Treat and other Medical Groups informed consent forms, as applicable, (the “Consent to Treat”) are hereby incorporated into this Agreement by reference and constitutes a part of this Agreement. You agree that Livara is a third-party beneficiary of the Consent to Treat and has the right to enforce it against you.

You agree and consent to Livara, the Medial Groups, and Medical Providers, sending you disclosures, notices, messages, reports, and other communications. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold Livara, the Medical Groups, or Medical Providers liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or your failure to comply with any treatment recommendations contained in communications from the Medical Groups or Medical Providers. Except for specific diagnosis or treatment communications received from Medical Groups or Medical Providers, none of the content you receive through the Services should be considered medical or professional healthcare advice.

Where appropriate, the Medical Groups and/or your Medical Provider(s) may also request your cooperation in obtaining and/or transferring records to and from your PCP or other health care providers to assist in providing the best care for you (this may include signing a release and/or authorization to speak to all other health care providers that you see). They may further request your cooperation in involving your personal representative and other trusted parties as nominated by you in your care, including the sharing of information relating to your health, to the extent permitted by applicable law. You hereby authorize us to send any medical records to your PCP or designated health care providers in accordance with the Notice of Privacy Practices (described in Section 4.3 below).

Please be aware the Services, including the Coaching Services, Medical Treatments and Telehealth Services, will stop being provided at the termination of your relationship with Livara and/or Livara Health Medical Group, P.C. In recognition that the Medical Treatments, including Telehealth Services, are separate other clinical care you receive, you acknowledge and agree that your PCP and other treating providers are in a position to provide ongoing care to you upon such termination and that you will contact your provider(s) to receive care or referrals for care, if needed, following such termination.  

4. Insurance.  The Services are not an insurance product. The Services are not health insurance or a substitute for health insurance, and the amounts you pay for the Services are not insurance premiums. The Services do not meet any individual health insurance mandate under federal or state law. If you desire any type of health or other insurance coverage, you will need to acquire such insurance separately. 
5. Supplemental Terms.  Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”).  Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.
6. Updates.  You understand that the Services are evolving.  You acknowledge and agree that Livara may update the Services with or without notifying you.  You may need to update third-party software from time to time in order to continue to use the Services.  Any future release, update or other addition to the Services shall be subject to this Agreement.
7. Livara Communications. By entering into the Agreement or using the Services, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Livara and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” TO 925-293-0771 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” TO 925-293-0771 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE SERVICES.
8. REGISTRATION.
   1. Registering Your Account.  In order to access certain features of the Services, you may be required to become a Registered User.  For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”). To become a Registered User, you must be at least thirteen (13) years of age to register. If you are between the ages of thirteen (13) and eighteen (18), you must use the Services under the supervision of a parent or legal guardian, and your parent or legal guardian agrees to the terms of this Agreement on your behalf and takes full responsibility for your compliance with this Agreement. If you are under eighteen (18) (or under the age of majority where you live), you understand that you cannot later void the Agreement with us as a minor without losing access to your Account, and your parent or legal guardian is responsible for your actions and any obligations you have incurred while enjoying the benefits of access to the features and functions of the Services. In creating an Account, you must provide complete and accurate information about yourself, and maintain and promptly update such information to keep it true, accurate, current and complete. You may not impersonate someone else, create or use an Account for anyone other than yourself, provide an email address other than your own, or create multiple Accounts.
   2. Registration Data.  You agree that all information you submit to create your Account, including but not limited to your name, date of birth, address, phone number, and email address, shall be truthful, accurate, and complete, and you shall maintain accuracy and completeness of the information associated with your User Account. You will be required to select a password to access your Account. Your Account is personal to you, and you are solely responsible for maintaining the confidentiality of the credentials to access your Account, and you are responsible for all activity that occurs under your Account. You may not allow another individual or third party to access, use, or modify your Account. You are responsible for maintaining the security of your Account, including keeping your login credentials secret to only yourself. Please contact support@livarahealth.com immediately if you suspect that another individual or third party has gained access to your Account.
   3. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services.  You are solely responsible for any fees, including Internet connection or mobile fees (including SMS charges), that you incur when accessing the Services.

3. RESPONSIBILITY FOR DATA.
   1. Data. You acknowledge that all inputs, logs, reports, information, text, images or other data uploaded or otherwise provided through the Services (“Data”) is the sole responsibility of the party from whom such Data originated.  This means that you, and not Livara, are entirely responsible for all Data that you upload, post, transmit, generate, input or otherwise make available (“Make Available”) through the Services (“Your Data”), and that you and other Registered Users, and not Livara, are similarly responsible for all Data that you and they Make Available through the Services (“User Data”).
   2. Storage.  Unless expressly agreed to by us in writing elsewhere, we have no responsibility or liability for the deletion or accuracy of Data; the failure to store, transmit or receive transmission of Data; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.  Certain Services may enable you to specify the level at which such Services restrict access to Data.  You are solely responsible for applying the appropriate level of access to Data.  
4. OWNERSHIP.
   1. Services.  Except with respect to your Data, you agree that Livara and its suppliers own all rights, title and interest in the Services.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
   2. Trademarks. “Livara” and other related graphics, logos, trademarks, service marks and trade names used on or in connection with the Services are the trademarks of Livara and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
   3. Your Data.  We do not claim ownership of Your Data.  Subject to any applicable account settings that you select, you grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Data (in whole or in part) for the purposes of operating the Services and providing the Services to you and to our other Users, and on a de-identified, aggregated basis, for the purpose of improving the  Services and our other products and services. You represent and warrant that you have all rights and permissions necessary to provide Your Data to us for the purposes described herein and the license in the foregoing sentence. YOU ACKNOWLEDGE AND AGREE THAT YOUR DATA, INCLUDING PROTECTED HEALTH INFORMATION, WILL BE USED IN ACCORDANCE WITH OUR PRIVACY POLICY/NOTICE OF PRIVACY PRACTICES AVAILABLE AT https://backandjoint.livarahealth.com/privacy-policy/. THE PRIVACY POLICY ALSO CONSTITUTES THE NOTICE OF PRIVACY PRACTICES FOR THE MEDICAL GROUPS. FURTHER, YOUR PROTECTED HEALTH INFORMATION THAT YOU SHARE WITH A MEDICAL GROUP OR MEDICAL PROVIDER WILL BE SUBJECT TO THE MEDICAL GROUP’S NOTICE OF PRIVACY PRACTICES. You agree that you, not us, are responsible for all of the Data that you make available on or in the Services.
   4. Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to us regarding the Services through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or our business(es). Please note that, as used herein, “Feedback” does not include ideas, suggestions, documents, and/or proposals with respect to any advice or information regarding your Coach or your Coach’s services provided to you through the Services (“Coach Feedback”) or ideas, suggestions, documents, and/or proposals with respect to any advice or information regarding your Medical Provider or Medical Provider’s services provided to you through the Services (“Medical Provider Feedback”). We encourage you to provide Coach Feedback directly to your Coach and Medical Provider Feedback directly to your Medical Provider. However, if you submit any Coach Feedback or Medical Provider Feedback through any online questionnaire or otherwise through the Services, you hereby grant us the right to share such Coach Feedback with your Coach or such Medical Provider Feedback to your Medical Provider.  We will not publicly display or otherwise disclose Coach Feedback or Medical Provider Feedback without your prior written consent. 
5. USER CONDUCT AND CERTAIN RESTRICTIONS.  As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law.  You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Services or any other portion of the Services (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using Livara’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (vii) impersonate any person or entity, including any employee or representative of Livara; (viii) interfere with or attempts to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services; or (ix) take any action or Make Available any Data on or through the Services that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (B) constitutes unauthorized or unsolicited advertising, junk or bulk email; or (C) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Livara’s prior written consent.  You may not post or Make Available a photograph of another person without that person’s permission.  The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section.  Any unauthorized use of the Services terminates the licenses granted by Livara pursuant to this Agreement.
6. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN DATA.  Livara may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or Data, including Your Data and User Data, at any time.  You hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Data, including without limitation chat, text, or voice communications.

Without limiting the foregoing, Livara reserves the right to: (a) remove or refuse to post any of Your Data for any or no reason in our sole discretion; (b) take any action with respect to any of Your Data that we deem necessary or appropriate in our sole discretion, including if we believe that such Data violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Livara; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Services or if Livara otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement.  Upon determination of any possible violations by you of any provision of this Agreement, Livara, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Data, in whole or in part, without prior notice to you.

If Livara believes that criminal activity has occurred, Livara reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Services, including Your Data, in Livara’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Data violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Livara, its users or the public, and all enforcement or other government officials, as Livara in its sole discretion believes to be necessary or appropriate.

7. INTERACTIONS WITH OTHER USERS.
   1. User Responsibility.  You are solely responsible for your interactions with other users of the Services and any other parties with whom you interact through the Services; provided, however, that Livara reserves the right, but has no obligation, to intercede in any disputes between you and any other users.  You agree that Livara will not be responsible for any liability incurred as the result of your interactions with other users.
   2. Data Provided by Other Users.  The Services may contain User Data provided by other users.  Livara is not responsible for and does not control User Data.  Livara does not approve or endorse, or make any representations or warranties with respect to, User Data.  You use all User Data and interact with other users at your own risk.
8. THIRD-PARTY SERVICES.  The Services may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”).  When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites and Third-Party Applications are not under the control of Livara. We are not responsible for any Third-Party Websites or Third-Party Applications.  We provide these Third-Party Websites and Third-Party Applications only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or any product or service provided in connection therewith. You use all links in Third-Party Websites and Third-Party Applications at your own risk. When you leave our Application, the Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
9. PAYMENTS. 
   1. Responsibility for Payment. 
      1. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.  You may be charged certain fees prior to the commencement of Coaching Services and/or participation in a Medical Treatment. You agree to pay to Livara all such fees or other amounts, whether or not you dispute the amount of the charge or the quality or nature of the services provided. You acknowledge that certain Coaching Services and/or Medical Treatments may not be covered services under your employer or health plan, or any health insurance plan whether government-sponsored or private. We will have no liability in connection with your ability to secure reimbursement for any such Coaching Services or Medical Treatments. If you have any questions regarding your current healthcare coverage, please contact your insurance plan. 
      2. You may be required to provide Livara with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) as a condition to accessing certain features of the Services.  Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Agreement to determine your rights and liabilities.  By providing us with your credit card number and associated payment information, you agree that we are authorized to immediately invoice your Account for all fees and charges due and payable hereunder and that no additional notice or consent is required.  You agree to immediately notify us of any change in your billing address or the credit card used for payment hereunder.  We reserve the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.
   2. No Liability. To the fullest extent permitted by law, we will not have any liability whatsoever for any of the Coaching Services, Medical Treatments or other services provided by the Coaches and/or Medical Providers. Coaches and/or Medical Providers bear sole liability for all of the Coaching Services, Medical Treatments or other services provided, including those Treatments or services that are paid for, partially or wholly, through the Services.
   3. Cancellations. If you cancel before your scheduled Coaching Services or Medical Treatment, then your Coach and/or Medical Provider may charge you a cancellation fee, in accordance with the Coach and/or Medical Provider’s cancellation policy. Any such cancellation fee may be charged by us to the Payment Method on file.
10. INDEMNIFICATION.  You agree to indemnify and hold Livara, the Medical Groups, the Coaches, and the Medical Providers, and their respective parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Livara Party” and collectively, the “Livara Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your use of, or inability to use, any Services; (b) your violation of the Agreement; (c) your violation of any rights of another party, including any Registered Users; or (d) your violation of any applicable laws, rules or regulations. Livara reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Livara in asserting any available defenses. This provision does not require you to indemnify any of the Livara Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.
11. DISCLAIMER OF WARRANTIES AND CONDITIONS.
    1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  LIVARA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES, INCLUDING WITH RESPECT TO ANY INFORMATION RECEIVED FROM OR PROCESSED BY THE MEDICAL GROUPS, COACHES, MEDICAL PROVIDERS, ANY SCORES, THE SCORING METHOD, OR ANY MEDICAL PROVIDER INFORMATION MADE AVAILABLE TO YOU THROUGH THE SERVICES.
       1. THE LIVARA PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE SCORES OR OTHER RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
       2. ANY DATA DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH DATA.
       3. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  WE MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
       4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
       5. FROM TIME TO TIME, WE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT LIVARA’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
    2. Not Intended for Emergency Use. OUR GOAL IS TO PROVIDE HELPFUL INFORMATION THROUGH THE SERVICES.  HOWEVER, THE SERVICES ARE DEPENDENT UPON A NUMBER OF FACTORS THAT ARE OUTSIDE THE CONTROL OF LIVARA. USE OF THE SERVICES SHOULD NOT REPLACE YOUR GOOD JUDGMENT AND COMMON SENSE. DO NOT USE THIS SITE OR OUR SERVICES TO ADDRESS A MEDICAL EMERGENCY. IF YOU BELIEVE YOU ARE EXPERIENCING A MEDICAL OR OTHER EMERGENCY, CALL 911.
    3. No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT LIVARA PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD LIVARA PARTIES LIABLE, FOR THE CONDUCT OR OMISSIONS OF THIRD PARTIES, INCLUDING THE ACTIONS OF FIRST RESPONDERS OR ANY OTHER USERS OF THE APPLICATION, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
12. LIMITATION OF LIABILITY.
    1. Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL LIVARA PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT LIVARA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A LIVARA PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A LIVARA PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A LIVARA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. 
    2. Cap on Liability.  UNDER NO CIRCUMSTANCES WILL LIVARA PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO LIVARA BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A LIVARA PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A LIVARA PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A LIVARA PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
    3. Data.  LIVARA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY DATA, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
    4. Exclusion of Damages.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
    5. Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LIVARA AND YOU.
13. TERM AND TERMINATION.  
    1. Term.  The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.
    2. Termination.  This Agreement shall remain in full force and effect until your relationship with Livara and/or Livara Health Medical Group, P.C., is terminated. You may delete your Account at any time, for any reason by emailing  support@livarahealth.com to delete your Account. We may terminate your Account if (a) you are in breach of the Agreement; (b) if we decide in its sole discretion to stop providing the applicable Services; or (c) for any or no reason, without giving you notice. You understand that any termination of this Agreement and your Account may involve deletion of your Account information from our live databases and all the information stored for such Account. We will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.
    3. Effect of Termination.  Upon termination of your relationship with Livara and/or Livara Health Medical Group, P.C., your right to use the Services will automatically terminate, and we may delete Your Data associated therewith from our live databases.  If we terminate your Account for cause, we may also bar your further use or access to the Services.  Livara will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Data.  All provisions of this Agreement which by their nature should survive, will survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
14. INTERNATIONAL USERS.  The Service may be accessed from countries around the world and may contain references to services and Data that are not available in your country.  These references do not imply that Livara intends to announce such service or Data in your country.  The Service is controlled and offered by Livara from its facilities in the United States of America.  Livara makes no representations that the Service is appropriate or available for use in other locations.  Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.
15. DISPUTE RESOLUTION.  

Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully.  It requires that you and Livara arbitrate disputes against one another.

Dispute Resolution: PLEASE BE AWARE THAT THIS SECTION 15 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND LIVARA HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 15 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND LIVARA BE RESOLVED BY BINDING AND FINAL ARBITRATION.  THIS SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ THIS SECTION 15 CAREFULLY.

1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Livara agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Agreement, including claims and disputes that arose between us before the effective date of the Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Livara may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Livara may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of the Agreement.  
2. Informal Dispute Resolution. There may be instances when a Dispute arises between you and Livara. If that occurs, Livara is committed to working with you to reach a reasonable resolution. You and Livara agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Livara therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference.
   1. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to Livara that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@livarahealth.com or by mail to Livara at Livara Health, Inc., 7525 Metropolitan Drive, Suite 306, San Diego, CA 92108. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
   2. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
3. Waiver of Jury Trial.  YOU AND LIVARA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Livara are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 
4. Waiver of Class and Other Non-Individualized Relief. YOU AND LIVARA AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 15.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section 15.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Livara agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in San Diego County, California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Livara from participating in a class-wide settlement of claims.
5. Rules and Forum.  The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and Livara agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules.  

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. 

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.  

Unless you otherwise agree, or the Batch Arbitration process discussed in Section 15.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the applicable JAMS rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. 

You and Livara agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. 

6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California and will be selected by the parties from the JAMS roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then JAMS will appoint the arbitrator in accordance with the applicable JAMS rules, provided that if the Batch Arbitration process under Section 15.9 is triggered, JAMS will appoint the arbitrator for each batch.
7. Authority of Arbitrator.  The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 15.4, including any claim that all or part of Section 15.4 is unenforceable, illegal, void or voidable, or that Section 15.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 15.9, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 15.9. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
8. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Livara need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs. 
9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Livara agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Livara by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Livara.

You and Livara agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@liavarahealth.com or Livara at Livara Health, Inc., 7525 Metropolitan Drive, Suite 306, San Diego, CA 92108, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Livara account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
11. Invalidity, Expiration. Except as provided in Section 15.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Livara as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Livara makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Livara at: legal@livarahealth.com or Livara at Livara Health, Inc., 7525 Metropolitan Drive, Suite 306, San Diego, CA 92108, your continued use of the Livara Service, including the acceptance of products and services offered on or through the Livara Service, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of the Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement) remain in full force and effect. Livara will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of the Agreement.
13. GENERAL PROVISIONS.
    1. Electronic Communications.  The communications between you and Livara may take place via electronic means, whether you visit the Services or send Livara e-mails, or whether Livara posts notices on the Services or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Livara in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Livara provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
    2. Release.  YOU HEREBY RELEASE THE LIVARA PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS, PROPERTY DAMAGE, PHYSICAL INJURY, CONTAGIOUS DISEASE OR DEATH THAT MAY BE SUSTAINED BY YOU WHICH MAY BE SUSTAINED BY YOU WHILE USING OR IN CONNECTION WITH THE USE OF THE SERVICES. THIS RELEASE WILL BE BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, AND ANY OTHER INTEREST PARTIES.

You waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar provision of the statutory or non-statutory law of any other jurisdiction (including, without limitation, Missouri, Delaware and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits. You acknowledge that the releases in this Agreement are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.

3. Assignment.  This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
4. Force Majeure.  We shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 
5. Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to the Services, please contact us at support@livarahealth.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
6. Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
7. Agreement Updates.  When changes are made, Livara will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Services, and we will also update the “Last Updated” date at the top of this Agreement.  If we make any material changes and you have registered an Account with us, we may also send an email with an updated copy of this Agreement to you at the email address associated with your Account.  Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account.  Livara may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted.  IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.
8. Exclusive Venue.  To the extent the parties are permitted under the Agreement to initiate litigation in a court, both you and Livara agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Diego County, California.
9. Governing Law THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
10. Notice.  Where we require that you provide an e-mail address, you are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  Except as otherwise expressly set forth herein, you may give notice to us at the following email address: support@livarahealth.com or Livara at Livara Health, Inc., 7525 Metropolitan Drive, Suite 306, San Diego, CA 92108.  Such notice shall be deemed given when received by us by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
11. Waiver.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12. Severability.  If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
13. Export Control.  You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws.  In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by us are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer our products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
14. Entire Agreement.  This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.