Last Updated: July 2022
PLEASE REVIEW THESE TERMS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS AND CONTAIN A MANDATORY ARBITRATION PROVISION AND A WAIVER OF CLASS ACTION REMEDIES.
These Terms of Service (these “Terms”) form a binding legal agreement between Endear Health, Inc. (“we”, “us”, and “our”) and you regarding the use of the Endear mobile app, website, and related offerings and services (collectively, the “Platform”). By registering an account or otherwise accessing or using the Platform, you agree to be bound by these Terms.
We may update these Terms from time to time in our discretion. We will always keep the current version of these Terms posted on this website. By using the Platform after a new version of these Terms have been posted, you agree to the terms and conditions of such version of these Terms. If you do not agree to these Terms, you must immediately cease your use of the Platform.
You will be required to provide certain information (including personal information) to register your account for the Platform. You are responsible for ensuring you provide complete and accurate information and for keeping such information up to date, and you are responsible for any liability or damages arising from false, fraudulent, or incomplete information. Any personal information you submit will be governed by our privacy policy. You are responsible for maintaining the security of your account and your login credentials, and you will be responsible for any actions taken using your account credentials.
WE PROVIDE THE PLATFORM TO YOU FOR YOUR INFORMATIONAL PURPOSES. NEITHER WE NOR THE PLATFORM PROVIDE MEDICAL ADVICE OR SHOULD BE RELIED ON IN THE PLACE OF A MEDICAL OR MENTAL HEALTH PROFESSIONAL. PLEASE CONSULT A HEALTH PROFESSIONAL FOR ADVICE ABOUT ANY SPECIFIC MEDICAL CONDITIONS OR TREATMENTS.
Access to the Platform may be restricted to users who are members in a health insurance plan offered by a participating insurance provider (an “Insurer”). We may exchange personal information, including health information, with the relevant Insurer and its third-party partners and contractors in order to provide the services to you through the Platform (such as aggregating your information from various sources to provide more user-friendly access to you). Further information on such data sharing can be found in our privacy policy.
You represent, warrant, and agree that you will not: (i) remove any trademark or copyright notices contained in the Platform or Content; (ii) reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Platform or Content; (iii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Platform or Content; (iv) disassemble, decompile or reverse engineer the Platform or Content; (v) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Platform or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (vi) interfere with or disrupt the operation of the Platform or any other systems or otherwise interrupt or interfere with any other user’s use or enjoyment of the Platform; (vii) violate any applicable local, state, national or international law; (viii) post or transmit any Content that is unlawful, defamatory, abusive, harassing, threatening, obscene, fraudulent, or otherwise inappropriate, or infringes any intellectual property or privacy rights of any person; (ix) send unsolicited advertisements through the Platform; (x) use the Platform in a way that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; (xi) provide any false or misleading information or any information that you do not have the right to provide; or (xii) otherwise violate any of our posted policies or rules.
“Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Platform or any associated materials provided by us.
All Content other than Your Content (as defined below) is owned by us or our third-party licensors and is protected by applicable copyright, trademark, and/or other intellectual property laws. Nothing contained on the Platform should be construed as granting any license or right to use any of the Content without our written permission. Subject to your continued compliance with these Terms, we hereby grant you a personal, non-exclusive, revocable, non-transferable, and non-sublicensable license to access and use the Platform and Content for your personal, non-commercial use. Any use of our names, logos, and trademarks will inure to our benefit.
“Your Content” means any Content submitted to the Platform by you (such as profile photos and information and descriptions of goals, etc.). We have the right, but no obligation, to monitor or screen Your Content and remove any of Your Content that we deem objectionable in any way. By submitting any of Your Content, you: (i) represent and warrant that you have all right, title, and interest to do so; (ii) acknowledge that Your Content will not be treated as confidential, and may be publicly visible via the Platform (except for personal information which will be handled in accordance with our privacy policy); (iii) grant us and our affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, and fully transferable and sublicensable license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of Your Content in any media and for any purpose whatsoever (including to operate, maintain, improve, and promote the Platform) without attribution or compensation; and (iv) irrevocably waive any claims of moral rights, privacy, publicity, or similar rights in any of Your Content.
If you provide feedback, suggestions, improvements, or requests for additional functionality (collectively, “Feedback”), you grant us an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute, and create derivative works of such Feedback in any way we deem reasonable, without any attribution or accounting to you. This paragraph will survive any termination or expiration of these Terms or of your account on the Platform.
The Platform may embed or contain links to websites and content owned or operated by third parties. We do not control or endorse such websites and related content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. We have the right, but not the obligation, to review any Content posted by a third party to the Platform (including other users of the Platform). We do not endorse any third-party Content, and any views expressed therein are the views of the applicable author and do not necessarily align with our views. We are not responsible for the accuracy or reliability of any Content provided by third parties and will not be liable for any causes of action (including slander, libel, or invasion of privacy) relating to such third-party Content. We have no control over, and are not responsible for, your interactions (online or in person) with any third parties, including other users of the Platform, even if introduced via the Platform. You are solely responsible for your interactions with any third parties. If you have any disputes with other users of the Platform, we may (at our discretion) attempt to facilitate a resolution but are under no obligation to do so.
Additionally, certain third-party providers listed or suggested on the Platform may charge for access to certain services, features, or content, and we may in some cases be compensated by such third parties for purchases made by Platform users. Notwithstanding the foregoing, any transaction between you and any third party will be solely between you and such third party, and we are not party to (and have no liability for) any such transaction.
YOUR USE OF THE PLATFORM AND CONTENT IS AT YOUR SOLE RISK AND THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE PLATFORM AND CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THE CONTENT WILL BE COMPLETE OR ACCURATE. WE ARE NOT THE ORIGINAL SOURCE OF THE DATA REFLECTED IN THE PLATFORM OR ITS OUTPUT. WE RECEIVE RELEVANT DATA FROM YOU, THE INSURER, AND/OR VARIOUS OTHER THIRD PARTY DATA PROVIDERS, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN SUCH DATA. WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY ELECTRONIC NETWORK, SERVERS, SOFTWARE, OR FAILURE OF TRANSMISSION AS A RESULT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, ANY THIRD PARTY’S SYSTEMS, OR THE PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON'S COMPUTER RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE PLATFORM. WE CANNOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM OR CONTENT. UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE PLATFORM, CONTENT, OR FROM THE CONDUCT OF ANY USERS OF THE PLATFORM OR OTHER THIRD PARTIES. WE DO NOT ENDORSE ANY USERS OR THIRD PARTIES LISTED OR REFERENCED ON THE PLATFORM. SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR THE INABILITY TO USE THE PLATFORM, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE). TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE TO YOU FOR AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF $25 USD OR THE AMOUNTS PAID BY YOU TO US IN THE PAST THREE MONTHS. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. YOUR SOLE REMEDY IF YOU ARE DISSATISFIED WITH THE PLATFORM IS TO DISCONTINUE YOUR USE THEREOF.
You will release, defend, indemnify, and hold us, our past, present, and future affiliates, licensors, licensees, marketing partners, and suppliers, together with their respective officers, directors, employees, and agents, harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from your use of the Platform, Your Content, your violation of these Terms, and any terms you enter into with (or purchases you make from) any third parties. We may opt to defend such claims at our sole discretion, in which case you will indemnify us for the costs of such defense.
CALIFORNIA RESIDENTS HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
We reserve the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) without notice. We may terminate or suspend your account at any time, for any or no reason, without liability to you, including without limitation if: (i) you breach this Agreement; (ii) you are no longer a customer or member of the relevant Insurer; (iii) our contract with the relevant Insurer is terminated or expires; or (iv) we discontinue some or all of the Platform or related services. You may stop using the Platform at any time. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) shall so survive.
GOVERNING LAW; MANDATORY ARBITRATION; WAIVER OF JURY TRIAL AND CLASS ACTION
These Terms are governed by and will be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.
THE PARTIES AGREE THAT ANY DISPUTES ARISING IN CONNECTION WITH THE PLATFORM OR THESE TERMS WILL BE EXCLUSIVELY RESOLVED IN BINDING ARBITRATION USING THE DISPUTE RESOLUTION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION LOCATED IN MIAMI-DADE COUNTY, FLORIDA. NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION.
THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN CLASS-ACTION PROCEEDINGS.
We will not be responsible or liable for any delays or failures to perform due to causes beyond our reasonable control, which may include natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events.
You may not assign these Terms or these rights and obligations without our prior written consent; any purported assignment in violation of these Terms will be null and void. If any provision of these Terms is determined to be void or unenforceable in whole or in part, the remaining provisions of these Terms shall not be affected thereby and shall remain in force and effect. These Terms and any policies referenced herein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party's failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. You must provide notice to us by emailing us as set forth below. We may provide notice to you by email or regular mail at the address listed in your account profile, or through messages displayed or sent via this website or the Platform.
For more information or for help in answering any questions, please contact us at
Endear Health,
1000 Brickell Avenue,
Suite 715 PMB 153,
Miami, FL 33131
