Terms and Conditions of Use

These MyWay Health Terms and Conditions of Use (“Agreement”) govern your use of our Services. You accept this Agreement either by using the Services, by indicating your acceptance on our website, or by using the App. This Agreement is effective as of the date of your acceptance (the “Effective Date”). This Agreement applies whether you are a casual visitor to the Site, download and use our App, a physician or medical provider who subscribes to the Services in order to appear on the Site (a “Provider”), or a patient who utilizes the Service (a “Consumer”).

You may not access the Services: (a) if you do not agree to these terms and conditions; (b) if you are our direct competitor; or (c) for purposes of monitoring their availability, performance, or functionality.

We may make changes to this Agreement from time to time. When these changes are made, we will make a new copy of the Agreement available to you through the Site and App. Your use of the Services after the date on which the updated Agreement is made available to you through the Site constitutes your acceptance of the updated Agreement. If you disagree with changes to the Services or updates to the Agreement, your exclusive remedy is: (i) if you are a casual visitor, to stop visiting the Site and using the App; (ii) if you are a Provider, to provide us notice of your intention not to use our system in your Account; or (iii) if you are a Consumer, to cancel your Account and remove the App.

1.0 Definitions.

1.1 “Account” means the particular instance of the Site authorized for use by you and your Users (as applicable) under your specific login.

1.2. “Documentation” means the specifications and materials located at the Site/App about the Services.

1.3. “Services” means all services you order from us and made available by us via the Site, App, and/or other locations designated by us.

1.4. “Services Agreement” means the subscription services agreement entered into between a Provider and MyWay Health relating to the Provider’s offer of services to consumers via the MyWay Health platform.

1.5. “Site” means https://www.mywayhealth.com.

1.6. “App” means the MyWay Health mobile application.

1.7. “Subscription Period” means the subscription time described in the Provider’s Services Agreement.

1.8. “We,” “Us” or “Our” means MyWay Health, Inc.

1.9. “You” or “Your” means yourself individually or the company or other legal entity for which you are accepting this Agreement. As used in this Agreement, “you” or “your” may encompass casual browsers, Providers, and Consumers, as applicable.

1.10. “User” means an authorized user of the Services.

1.11. “User Data” means all electronic data or information submitted by you and your Users (as applicable).

2.0 Disclosures/Healthcare Regulatory Information.

2.1. We never recommend or endorse any specific tests, physicians, products, procedures, opinions, or other medical information. We have not evaluated the education, training, experience or credentials of any doctors or health care providers, nor have we evaluated the acceptability, health, or suitability of any patient for any particular procedure. Reliance on any information provided by the Site/App, whether you are a receiver or provider of healthcare services is solely at your own risk. You should always seek the advice of a medical professional regarding your health and wellness. We are not responsible for any services provided/not provided by medical professionals who treat you as a result of the Site, App, and Services.

2.2. MyWay Health is not a “covered entity,” “health insurance issuer,” “health care clearinghouse” or “health care provider” and is therefore not required to comply with the privacy rules and security rules implemented under the Health Insurance Portability and Accountability Act of 1996 (HIPAA). You are strongly encouraged to discuss your provider’s health information privacy policies and procedures with your provider.

2.3. By utilizing our services or replying to our emails, you acknowledge that you are aware that email is not a secure method of communication and that you agree to the risks. If you would prefer not to exchange personal health information via email, please notify us at support@mywayhealth.com.

3.0 Services.

3.1. Subscription Services for Providers. Upon a Provider’s payment for Services and execution of a Services Agreement with MyWay Health, we will make the Services available to the Provider through its Account and/or in the manner described in the agreement during the Subscription Period.

3.2. Service Commitment. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime; or (b) any unavailability caused by circumstances beyond our reasonable control, including, without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, infrastructure or Internet connectivity provider failures or delays, and denial of service or other malicious attacks. We will provide the Services in accordance with applicable laws and government regulations.

3.3. Updates. We will update the Site, App, and Services from time to time. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functionality, or updates. You agree to receive such updates from us as part of your use of the Services.

3.4. Your Duties. You are responsible for all activities that occur under your Account, including, without limitation, User’s compliance with this Agreement. You are responsible for the accuracy, quality, and legality of User Data, and for ensuring that the Services are used only in accordance with the Services Agreement, Documentation, and applicable laws and government regulations. You agree to provide true, accurate, current, and complete information about yourself and your Users as requested by MyWay Health. You also agree to update the information about yourself and your Users promptly, and as necessary, to keep it current and accurate. You agree to use commercially reasonable efforts to prevent unauthorized access to or use of the Services and to notify us promptly of any such unauthorized access or use.

4.0 Restrictions.

4.1. Usage Limitations. You may not use the Services or accept this Agreement if you are not of a legal age to form a binding contract with us. The Services may be subject to other limitations, as specified in the Services Agreement and/or Documentation. As a condition of use, you promise not to use the Service for any purpose that is prohibited by this Agreement.

4.2. Prohibited Activities. You shall not: (a) make the Services available to anyone other than Users; (b) sell, resell, rent or lease the Services; (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use the Services for any malicious purpose; (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

4.3. By way of example, and not as a limitation, you shall not (and shall not permit any third-party to): (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, including, without limitation, any User Data that:

4.3.1. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

4.3.2. modifies, adapts, appropriates, reproduces, distributes, translates, creates derivative works or adaptations of, publicly displays, republishes, repurposes, sells, trades, or in any way exploits the Service, except as expressly authorized by us;
4.3.3. deciphers, decompiles, disassembles, reverse engineers, or otherwise attempts to derive any source code or underlying ideas or algorithms of any part of the Service (including, without limitation, any application or widget), except to the limited extent applicable laws specifically prohibit such restriction;

4.3.4. you know is false, misleading, untruthful, or inaccurate;

4.3.5. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by us in our sole discretion;

4.3.6. imposes or may impose (as we determine in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;
4.3.7. interferes with or may interfere with the proper working of the Service or any activities conducted on the Service;

4.3.8. bypasses any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service);

4.3.9. contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information belonging to us or any third-party;

4.3.10. employs manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site and/or App;

4.3.11. harvests or scrapes any data or content from the Service;

4.3.12. impersonates any person or entity, including our employees or representatives;

4.3.13. includes anyone’s identification documents or sensitive financial information;

4.3.14. breaches our privacy policy and/or any of the other policies and rules incorporated herein; or

4.3.15. that otherwise violates our guidelines and policies.

4.4. Image Restrictions. If the User Data includes an image, our image guidelines shall apply. We have a zero-tolerance policy against child pornography and will terminate and report to the appropriate authorities any User who publishes or distributes child pornography.

5.0 Third-Party Services and User Data You Send to Public Forums.

5.1. Integration with Third-Party Services. The Services may contain features designed to interoperate with third-party applications. To use such features, you must have an account with such applications. If the provider of any such third-party application ceases to allow us to integrate on reasonable terms, we may cease providing such Service features without entitling you to any refund, credit, or other compensation.

5.2. Links to Third-Party Sites; Third-Party Contact Information. If you use these links or contact information, you will be outside of the Service. We are not responsible for the availability, content or services provided by these third parties. In addition, these links and this contact information are not an endorsement or approval of these third parties. The services of these third parties will be provided under terms determined solely between you and them.

6.0 Ownership of Site, App, and Services.

6.1. Rights in Services. We reserve all rights, title and interest in and to the Site, App, and the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

6.2. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Site, App, and the Services any suggestions, enhancement requests, recommendations or other feedback provided by you, including Users.

7.0 Confidentiality.

7.1. Definition. The term “Confidential Information” means the provisions of a Services Agreement, and any and all information, written or oral, provided or made available by or on behalf of one party or its affiliates, contractors, or vendors to the other party or its affiliates, contractors, or vendors in connection with this Agreement or the parties’ relationship hereunder, whether or not designated as confidential. Information of a third-party to whom a party owes a duty of confidentiality will be treated as Confidential Information of that party if it meets the description above. However, Confidential Information does not include information that: was or is publicly available other than as a result of breach of this Agreement by Recipient (as defined below); was or is lawfully received by the Recipient free of any obligation of confidentiality; or, is independently developed by or on behalf of the Recipient without use of the Discloser’s Confidential Information.

7.2. Obligations. Each party (“Recipient”) will not access or use Confidential Information of the other party (“Discloser”) for any purposes other than performance of its obligations or receipt of benefits hereunder and shall maintain such information in the strictest confidence, except for disclosures expressly authorized hereunder. Recipient may disclose the Discloser’s Confidential Information to Recipient’s employees, attorneys, advisors, and contractors who have a legitimate “need to know,” provided that Recipient ensures that all such entities and persons are obligated to and do comply with confidentiality obligations consistent with (and no less restrictive than) this Section (Confidentiality), but in no event may you disclose any of our Confidential Information to any of our competitors (or any of their affiliates) or any employees or contractors of any such competitors. Recipient may additionally disclose the Discloser’s Confidential Information to the extent such disclosure is necessary in connection with the enforcement of this Agreement.

7.3. Compelled Disclosure. The Recipient may disclose Confidential Information of the Discloser if it is compelled by law to do so, provided the Recipient gives the Discloser prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the disclosure. If the Recipient is compelled by law to disclose the Discloser’s Confidential Information as part of a civil proceeding to which the Discloser is a party, and the Discloser is not contesting the disclosure, the Discloser will reimburse the Recipient for its reasonable costs of compiling and providing secure access to such Confidential Information.

7.4. Privacy and User Information. For information about our data protection practices, please read our privacy policy, located at https://www.mywayhealth.com/privacy. This policy explains how we treat User Data and protect your privacy when you use the Services. You agree to the use of User Data in accordance with our privacy policy.

7.5. User Data. As described more fully in our privacy policy, you grant us broad rights to use de-identified data, including de-identified User Data collected by us through your use of the Services, which rights continue even after this Agreement ends. Except for our limited rights to use the User Data set forth throughout this Section and in our privacy policy, we acquire no right, title or interest from you or your Users under this Agreement in or to User Data, including any intellectual property rights therein.

8.0 Warranties.

8.1. Our Warranties. We warrant that: (a) we have validly entered into this Agreement and have the legal power to do so; (b) the Services shall perform materially in accordance with the Documentation; and (c) we will not transmit any malicious software to you, provided it is not a breach of this subpart (c) if you or a User uploads a file containing malicious software into the Services and later downloads that file again. For any breach of a warranty above, your exclusive remedy shall be as provided below.

8.2. Your Warranties. You warrant that you have validly entered into this Agreement and have the legal power to do so, and that you will abide by the restrictions on use of the Services contained herein. If you are acting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. You represent and warrant that any User Data is truthful, accurate, not misleading, offered in good faith, and that you and your Users have all rights, licenses, permissions and authorizations necessary to upload and transmit such User Data to us.

8.3. Disclaimer. Notwithstanding anything to the contrary, to the maximum extent permitted by applicable law all services, information and materials are provided “as is”, and we expressly disclaim any and all other warranties, express or implied, including, without limitation: (a) any and all implied warranties of merchantability, non-infringement, and fitness for a particular purpose (whether or not we know, have reason to know, or have been advised of any such purpose); (b) any warranty regarding results obtainable or to be obtained by users as a result of provision or use of the services and materials provided hereunder; and (c) any warranty of uninterrupted, timely, or error-free operation of any services. No advice or information, whether written, oral or multimedia, obtained by you from the services shall create any additional warranty not expressly stated in this agreement.

8.4. Risk of inaccuracy of information. You acknowledge that many features provided by the Site and App are intended to aggregate and manage third-party data and information from numerous sources. We are not responsible for the accuracy, integrity, quality, legality, usefulness, or safety of such information. You waive any claims you may otherwise have, and you agree that we will not be liable for any damages or inconveniences you may suffer as a result of inaccurate or incomplete data or information provided to you or your users by the service.

9.0 Indemnification.

9.1. We shall defend you against any claim, demand, suit, or proceeding made or brought against you by a third-party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third-party claim, and we shall indemnify you for any damages, attorney fees and costs finally awarded against you as a result of, and for amounts paid by you under a court-approved settlement of a claim; provided that you: (a) promptly give us written notice of the claim; (b) give us sole control of the defense and settlement of the claim (provided that we may not settle any claim unless the settlement unconditionally releases you of all liability); and (c) provide to us all reasonable assistance, at our expense. In the event of a claim, or if we reasonably believe the Services may infringe or misappropriate, we may in our discretion and at no cost to you (i) modify the Services so that they no longer infringe or misappropriate, (ii) obtain a license for your continued use of the Services in accordance with this Agreement, or (iii) terminate your Account and User subscriptions for such Services upon 30 days written notice and refund any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

9.2. Indemnification by You. You shall defend us against any claim, demand, suit or proceeding made or brought against us by a third-party: (a) arising out of the receipt or provision of professional or medical services offered, sold, purchased, or arranged via the MyWay Health platform; (b) alleging that User Data or your use of the Services infringes or misappropriates the intellectual property rights of a third-party; (c) alleging that User Data or your use of the Services violates applicable law; (d) arising from any data or security breach caused by you; and/or (e) related to a dispute between you and such third-party (whether you are a provider or a patient) (a “Claim You Cover”), and you shall indemnify us for any damages, attorney fees and costs as a result of, or for any amounts paid by us in respect of a Claim You Cover; provided that we: (i) promptly give you written notice of the Claim You Cover; (ii) give you sole control of the defense and settlement of the Claim You Cover (provided that you may not settle any Claim You Cover unless the settlement unconditionally releases us of all liability); and (iii) provide to you all reasonable assistance, at your expense.

9.3. Exclusive Remedy. This Section (Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

10.0 Limitation of Liability.

10.1. Limitations. Notwithstanding anything to the contrary, to the maximum extent permitted by applicable law, neither we nor our licensors shall be liable with respect to any services and/or under contract, negligence, strict liability, or any other legal or equitable theory for: any amounts in excess of the applicable fees paid during the three (3) month period immediately preceding the first event, action, or omission giving rise to the claim for which any credits or damages are paid or held recoverable hereunder. For clarification, any service credits paid by us shall reduce our liability cap on a dollar-for-dollar basis and shall not be deemed or treated as an admission of liability. All of the foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. You may only bring a claim against us within six (6) months from the date the particular claim occurred or the applicable cause of action is permanently barred.

10.2. Exclusion of consequential and related damages. In no event shall we have any liability to you for any business interruption, lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not we have been advised of the possibility of such damages. The foregoing disclaimers shall not apply to the extent prohibited by applicable law. However, in such event, you agree that such limitations of liability are reasonable, and are fundamental elements for the scope of the service and the fees charged to you. You understand and acknowledge that we would not be able to offer the service to you without these limitations.

11.0 Term and Termination.

11.1. Term. This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement and/or a Services Agreement have expired or been terminated or, if you do not have a subscription, until you discontinue use of the Site, App, and Services.

11.2. Term of Provider Subscriptions. Provider subscriptions commence on the start date specified in the applicable Services Agreement and continue for the Subscription Period specified therein. User subscriptions shall automatically renew in accordance with the Services Agreement. The pricing during any such renewal term shall be the same as that during the prior term unless otherwise indicated in the Services Agreement.

11.3. Termination. A party may terminate this Agreement for cause: (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for any reason upon thirty (30) days written notice to you.

11.4. Payment upon Termination. In no event shall any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

11.5. Surviving Provisions. Section 6 (Ownership), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), and 12 (Miscellaneous) shall survive any termination or expiration of this Agreement.

12.0 Miscellaneous.

12.1. Notices. You agree that we may provide you with notice, including changes to this Agreement, by email, regular mail or postings in your Account.

12.2. Governing Law/Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, disregarding any conflict-of-laws rules which may direct the application of the laws of another jurisdiction. Venue shall be exclusively in Salt Lake County, Utah.

12.3. Export Compliance. The Services, other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

12.4. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12.5. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

12.6. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

12.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.8. Attorney Fees. You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement.

12.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement or any Services Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.10. Interpretation. No provision shall be construed against a party by reason of the fact that such party or its legal counsel drafted that provision, notwithstanding any rule of law or any legal decision to the contrary. For purposes of interpreting this Agreement: (a) the terms “herein,” “hereof,” “hereto,” “herewith”, “hereunder,” “hereinafter,” and similar terms shall refer to this Agreement as a whole; (b) the terms “includes” and “including” shall mean “include[ing], without limitation”; (c) references to Sections in any particular Attachment shall refer to Sections in that same Attachment, unless otherwise specified therein; and (d) headings contained herein are for convenience of reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement, whenever the context requires, the singular number will include the plural and vice versa.

12.11. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Services Agreements, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Services Agreement, the terms of such exhibit, addendum or Services Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your Services Agreement shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

13.0 Contact.

13.1. Contact Details. Any question, concern, or complaint with our Terms of Use should be addressed to:

Tracy Thayne
Chief Executive Officer
Email: tracy@healthdirect.io
Phone: 801-810-9095
Address: 517 N Main Street, Salt Lake City, UT 84103

This document was last updated on September 22, 2020.

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