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TERMS AND CONDITIONS

Last Updated January 31, 2024

Katherine Cary LLC (“Katherine Cary”, “we”, “our”, or “us”) provides our services (described below) and related content through the website located at https://www.katherine.com/ (the “Site”). Your access and use of the Site, or anything associated therewith, including its content (“Content”), any products or services provided through the Site or otherwise by Katherine Cary, and any affiliated website, software, or application owned or operated by Katherine Cary (collectively, including the Site, related technologies, and the Content, the “Service”) are governed by these Terms and Conditions (this “Agreement”). Although accessible by others, the Service is intended for access and use only by U.S. customers. In this Agreement, the terms “you” and “your” refer to the person using the Service.

By purchasing a product from Katherine Cary, checking a box or button to signify your acceptance of this Agreement, using any other acceptance protocol presented through the Service or otherwise affirmatively accepting this Agreement, you acknowledge that you have read, accepted, and agreed to be bound by this Agreement. If you do not agree to this Agreement, do not create an account or use the Service.

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

DO NOT USE THE SERVICE FOR YOUR EMERGENCY MEDICAL NEEDS. IF YOU HAVE A MEDICAL EMERGENCY, DIAL 911 OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY.

THE SERVICE IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.

1. Registration; User Accounts, Passwords, and Security

You are obligated to register and set up an account in the Site in order to access and use certain features of the Service. To register for the Service you will need to provide certain information about yourself (e.g., name, a copy of your government-issued photo ID card, credit card and payment information and answers to medical-related questions), and the Service is available only to Users (as defined below) who have registered and have been granted accounts with usernames and passwords. You agree to provide and maintain true, accurate, current and complete information about yourself. If you do not keep such information current, or fail to submit truthful, accurate and complete information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of the Service. You also agree to immediately notify Katherine Cary of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Service by emailing Katherine Cary at support@katherine.com. In addition, you agree to keep confidential your username and password and to exit from your User account at the end of each session. Katherine Cary explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else’s account at any time.

When establishing an account, you will be required to provide a username and password that will be used as your login for your account. To help protect your privacy, we take steps to protect the User data we collect against unauthorized access. However, you should keep in mind that the Service and our services are run on software, hardware, and networks, any component of which may, from time to time, require maintenance or experience problems or breaches of security. In addition, persons with access to your computer, phone, or other mobile or other devices may be able to access the Service and information about you, including medical information, contained in the Service. It is your responsibility to affirmatively logout from your account when you are not actively using it. It is also your responsibility to secure and prevent unauthorized physical access to your computer, phone and other devices, and to protect the confidentiality of your username and password.

You must exercise caution, good sense, and sound judgment in using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. Katherine Cary may investigate any alleged or suspected violations and if a criminal violation is suspected, Katherine Cary may cooperate with law enforcement agencies in their investigations.

Katherine Cary reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Katherine Cary will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into this Agreement.

2. Your Relationship With Us

We are a technology company that makes available to individuals who register as users of the Service (“Users”) access to a comprehensive weight loss program offered by third-party medical providers, pharmacies, or other vendors. Our Service provides you with a means of connecting to one or more medical groups who work with you to develop tailored weight loss treatment plans through the Site (the “Medical Groups”). These medical groups employ or contract with physicians and allied health professionals who offer weight loss consultation services through the Site (“Providers”). We may also provide access to prescription fulfillment services offered by several licensed pharmacies (the “Pharmacies”). We determine the Pharmacies in our sole discretion and reserve the right to add or remove any Pharmacy with or without notice. By accepting this Agreement, you acknowledge and agree that any services you receive from the Pharmacies, Medical Groups or Providers through the Site are also subject to this Agreement, and that the Pharmacies, Medical Groups and Providers are third-party beneficiaries of this Agreement.

With respect to the Pharmacies, the Medical Groups, and the Providers, we act solely as a technology Site to connect you with the products and services offered by the Pharmacies, Medical Groups, and Providers through the Service. We do not control or influence the practice of medicine by the Medical Groups or any Providers, each of whom is solely responsible for the medical care and treatment he or she provides to you or any decisions that you do not qualify for such treatment or any of our products or services. Katherine Cary makes no representations or warranties about the suitability, reliability, timeliness, or accuracy of the medical care and treatment provided by the Medical Groups or any Providers. By accepting this Agreement, you acknowledge and agree that Katherine Cary is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other health care provider-patient relationship with Katherine Cary.

By accepting this Agreement, you acknowledge and agree that the Medical Group and/or Providers may send you messages, reports, and emails via the Service regarding your weight loss treatment plan. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither Katherine Cary nor the Medical Group nor any Provider will be responsible in any way, and you will not hold Katherine Cary, Medical Group, or any Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Medical Group or your Provider(s).

While you are not establishing a doctor-patient or other health care provider-patient relationship with Katherine Cary, by using the Service, you are establishing a direct customer relationship with Katherine Cary to use the Site. In connection with such a relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy available at https://www.katherine.com/privacy-policy, which is hereby incorporated by reference. By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein. Please refer to our Privacy Policy as well as the “Privacy Policy” section and the “Protected Information” section of this Agreement below for additional information.

3. Notice Regarding Your Financial Responsibility for Services

Katherine Cary and the Medical Groups are not enrolled with, and are not participating providers with, any federal, state, or private payor healthcare programs (i.e., Medicare, Medicaid) for the provision of any health care or mental health services or supplies and, as such, neither you nor Katherine Cary or the Medical Groups may receive payment from such programs for the services or products provided to you by Katherine Cary or the Medical Groups. Further, to the extent that any of the labs, Pharmacies, or Providers may be enrolled in federal, state, or private payor healthcare programs, the means through which the services and products are provided or made accessible through the Service typically precludes such services and products from being covered benefits under these programs. By choosing to use the Service, you are specifically choosing to obtain products and services on a cash basis outside of any federal, state, or private payor healthcare program. Thus, you are solely responsible for the costs of any service or product provided to you.

By agreeing to use the Service, you acknowledge and agree that (1) you are explicitly choosing to obtain products and services on a cash basis outside of any federal, state, or private payor healthcare program and you have sole financial responsibility for all services or products provided to you by or through the Service, and (2) neither you nor Katherine Cary, the labs, the Pharmacies, the Medical Groups, or the Providers will submit a claim for reimbursement to any federal, state, or private payor healthcare program for the costs of the services and products provided to you through the Service.

4. Prescription Products

Certain products available through the Site require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the Providers through the Site, the Provider has determined the prescription product is appropriate for you and the Provider has written a prescription.

If a Provider determines a prescription product is appropriate for you and writes you a prescription, you may fill it through one of the Pharmacies by using the Site, or you may fill the prescription at any pharmacy of your choice as prompted during your use of the Service or by emailing support@katherine.com. Prescriptions fulfilled by the Pharmacies do not use child-resistant packaging and prescription products will not be dispensed in child-resistant containers.

5. Fees; Payment Processor; Refunds; Cancellations

To the extent the Service or any portion thereof is made available for any fee, or if you decide to purchase a product through the Service, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Katherine Cary that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Katherine Cary or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Katherine Cary the amount that is incurred in accordance with the payment plan for your subscription to the Service and in connection with any products you purchase through the Service. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Katherine Cary (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges, you must let Katherine Cary know within sixty (60) days after the date that Katherine Cary charges you. You will be responsible for all taxes associated with the Service, other than taxes based on Katherine Cary’s net income.

We reserve the right to change the prices for the Service, including subscription products and prescription products. If Katherine Cary does change prices, Katherine Cary will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Katherine Cary’s option, at least sixty (60) days before the change is to take effect. Any fee changes will also be reflected on the Pricing Page once they take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.

All products offered for sale by Katherine Cary are subject to availability and we reserve the right to impose quantity limits on any order or reject all or any part of an order without prior notice. In the event of an error, we reserve the right to correct the error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged. Prices for products are subject to change at any time, but changes will not affect any order for products you have already placed. Any delivery dates or times shown as part of the checkout process are estimates only and are not guaranteed. Unless we state otherwise in writing via the Service, risk of loss or damage to a product passes to you upon delivery of the product to our designated carrier. We reserve the right to remedy User issues and concerns on a case–by-case basis. We reserve the right, in our sole discretion, to resolve customer issues and concerns based on the facts and circumstances of each User.

All payments made by you with respect to your subscription to the Service and any products you order through the Service are final and non-refundable, unless otherwise determined by Katherine Cary. You may cancel your subscription to the Service online by emailing us at support@katherine.com.

Notwithstanding any amounts owed to Katherine Cary hereunder, Katherine Cary DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use third party payment processors (collectively, “Payment Processors”). These payment processing services are provided by the Payment Processors and are subject to the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the "Payment Processor Agreements"). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreements for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Katherine Cary assumes no liability or responsibility for any payments you make through the Service.

6. Limited Use and Availability

Our Service is currently only available to individuals who are located in states in which we offer the Service, are at least eighteen (18) years of age or older, or at least the age of majority in their jurisdiction of residence, if higher than eighteen (18), and who have accepted this Agreement. By visiting, accessing, registering with or using the Service, you are (a) representing and warranting to us that you satisfy all of these eligibility requirements, (b) agreeing to comply with all applicable laws in visiting, accessing, registering with our using the Service, and (c) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements. Certain products available through the Service may be subject to additional age restrictions, and not all products or services on our Site may be available to all ages.

7. Telehealth Services Consent and Open Payments Notice

Telehealth involves the delivery of healthcare services using electronic communications, information technology or other means between a healthcare provider and a patient who are not in the same physical location. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. The telehealth services are not a substitute for in-person health care in all cases. In order to use the Service, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Patient Consent”) that will be provided to you by the Medical Groups and Providers through the Site. You agree that Katherine Cary is a third-party beneficiary of the Patient Consent and has the right to enforce it against you.

In some cases, the Service may not be the most appropriate way for you to provide information to, communicate with or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Provider, or your Provider may determine that your tailored weight loss treatment plan requires an in-person office visit or are otherwise not appropriately addressed through use of the Service. In such a case, you may receive notification stating that you will be unable to use the Service for the particular issue you submitted and providing additional information regarding next steps.

ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER BEFORE DECIDING TO START, ALTER, OR DISCONTINUE ANY COURSE OF CLINICAL TREATMENT OR THERAPY, OR FOR ANY QUESTIONS REGARDING YOUR MEDICAL CONDITION, YOUR DIET, OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. DO NOT USE THE SERVICE AS A SUBSTITUTE FOR CONSULTING WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROVIDER, AND DO NOT DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF ANY INFORMATION RECEIVED IN CONNECTION WITH OUR SERVICE.

For informational purposes only, a link to the federal Centers for Medicare and Medicaid Services Open Payments web page is provided here. The federal Physician Payments Sunshine Act requires that detailed information about payment and other payments of value worth over ten dollars ($10) from manufacturers of drugs, medical device, and biologics to physicians and teaching hospitals be made available to the public. The Open Payments database is a federal tool used to search payments made by drug and device companies to physicians and teaching hospitals. It can be found at https://openpaymentsdata.cms.gov/.

By using the Service and providing us with your telephone number(s), you are consenting to be contacted by us or our affiliates or partners by telephone (including on a recorded line), automated calling, automated telephone dialing system calling, automated system calling, artificial voice or pre-recorded calling, text message, SMS and/or MMS message, fax, or other telephonic or electronic means for marketing, solicitation, informational or another purposes, even if your telephone number(s) is registered on the National Do Not Call List, a state Do not Call List, or the internal Do Not Call List of Company or its affiliates or partners. You may be required to respond to an initial call or message as instructed to complete your registration and confirm enrollment to receive such calls, texts or other telephonic communications. You do not have to consent to receive calls or text messages from us or our affiliates or partners for marketing or solicitation purposes to purchase our products or services. In the event you no longer wish to receive such calls, text messages or other telephonic communications, you agree to notify us or our affiliates or partners, as applicable, directly. In the event you change or deactivate your telephone number, you agree to promptly update your account information to ensure that your messages are not sent to a person that acquires your old telephone number.

There is no additional charge for telephonic communications, but your carrier’s standard message and data rates apply to any calls, text messages, SMS or MMS messages you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any calls, text messages, SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.

By reply to any text, SMS or MMS message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information. If you choose to cancel text, SMS or MMS messages from us, you agree to receive a final message from us confirming your cancellation.

8. Duty to Provide Information, Access, and Connectivity

You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Service) to enable use of the Service, including but not limited to, a computer or mobile device with a video camera and Internet access. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service. You also have a duty to provide truthful, accurate and complete information in any forms or other communications you submit to or through the Service. We reserve the right to change the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice.

9. Privacy Policy

Katherine Cary understands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy for a description of how we may collect, use and disclose your personal information.

10. Protected Information

When you set up an account with Katherine Cary, you are creating a direct customer relationship with Katherine Cary that enables you to access and/or utilize the various functions of the Service as a user. As part of that relationship, you provide information to Katherine Cary, including but not limited to your name, email address shipping address and phone number, that we may collect, use and disclose in accordance with our Privacy Policy.

In using certain components of the Service, you may also provide certain medical information that may be protected under applicable laws. Katherine Cary is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”). One or more of the Pharmacies or Medical Groups may or may not be a “covered entity” or “business associate” under HIPAA, and Katherine Cary may in some cases be a “business associate” of a Pharmacy or Medical Group. It is important to remember that, while state-specific privacy laws may apply, HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to your transactions or communications with Katherine Cary, the Medical Groups, the Providers or the Pharmacies. To the extent Katherine Cary is deemed a “business associate” however, and solely in its role as a business associate, Katherine Cary, may be subject to certain provisions of HIPAA with respect to “protected health information,” as defined under HIPAA, that you provide to the Medical Group (“PHI”). In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. However, any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under our Privacy Policy. Protected Information does not include information that has been de-identified in accordance with HIPAA.

By using the Service, you understand that any information that you submit to Katherine Cary that is not intended and used solely for the provision of diagnosis and treatment by the Medical Group and Providers or prescription fulfillment by the Pharmacies, will not be considered Protected Information, and will only be subject to our Privacy Policy, and any applicable state laws that govern the privacy and security of such information.

11. Digital Millennium Copyright Act Policy

The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials included in the Service infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Web site, currently located at http://www.loc.gov/copyright. Any written notification of claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to support@katherine.com.

12. Use and Ownership of the Service

Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to your compliance with this Agreement, Katherine Cary grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Service solely for your personal use. Unless otherwise specified by Katherine Cary in a separate license, your right to use any of the Service or the Content is subject to this Agreement and all rights in the Service and Content are reserved by Katherine Cary. You agree that Katherine Cary and its suppliers own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, concepts, photographs, product descriptions, blog posts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. Katherine Cary’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of Katherine Cary and may not be used without permission, including in connection with any Third-Party Goods and Services (as defined below). Nothing in this Agreement or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Katherine Cary’s trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Katherine Cary’s trademarks will inure to its exclusive benefit. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

13. License to Information Submitted via the Service

Subject to any limitations on PHI described below, any information you transmit to Katherine Cary via the Service, whether by direct entry, submission, email or otherwise, including data, questions, comments, forum communications, or suggestions (collectively, “Submissions”), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary. Subject to any applicable account settings that you select, you hereby grant Katherine Cary a fully paid-up, transferable, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable (directly and indirectly through multiple tiers) right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Submissions (in whole or in part) for the purposes of operating, providing and improving the Service and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You represent and warrant that you own all right, title and interest in and to such Submission, including all copyrights and rights of publicity contained therein. You agree that you, not Katherine Cary, are responsible for all of Submissions that you provide to the Service. In addition to the foregoing, Katherine Cary will have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that Katherine Cary deems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submission. You further agree that you will have no right of approval and no claim to compensation in connection with the Submission. Moreover, to the fullest extent permitted by applicable laws and regulations, Katherine Cary will have the right to use patient-reported data, including, without limitation, Submissions that you provide to Katherine Cary on an aggregated and anonymized basis to analyze reported outcomes and behaviors in order allow Katherine Cary to: (i) inform prescribing best practices, (ii) improve predictive longevity modeling, and (iii) produce product recommendations that might be shared with third parties. Katherine Cary also reserves the right, subject to applicable laws and regulations, to share aggregated and de-identified patient-reported data with academic and research institutions or to use such data in its own academic or research publications at the sole discretion of Katherine Cary.

You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials that you make available to Katherine Cary, including by uploading, posting, publishing, or displaying via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Katherine Cary and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Service and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

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

14. Prohibited Use

Any use or attempted use of the Service (i) for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, (iii) that could interfere with any other party’s use and enjoyment of the Service, (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means, (v) to access systems, data, or information not intended by Katherine Cary to be made accessible to a user, (vi) to obtain any materials, or information through any means not intentionally made available by Katherine Cary, (vii) to reverse engineer, disassemble or decompile any section or technology on the Service, or (viii) for any use other than the business purpose for which it was intended, is prohibited.

In addition, in connection with your use of the Service, you agree you will not: (a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or that may invade another’s right of privacy or publicity; (b) create a false identity or duplicative accounts for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Katherine Cary representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; (e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (f) use the Service’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation, commercial or otherwise; (h) violate any applicable local, state, national or international law or regulation; (i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; (j) upload any content that poses or creates a privacy or security risk to any person; (k) delete or revise any material posted by any other person or entity; (l) manipulate or otherwise display the Service by using framing, mirroring or similar navigational technology; (m) probe, scan, test the vulnerability of or breach the authentication measures of, the Service or any related networks or systems; (n) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so; (o) harvest or otherwise collect information about others, including email addresses; (p) use any robot, spider, scraper, or other automated or manual means to access the Service, or copy, download, distribute or reproduce any content or information on the Service; (q) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; (r) solicit personal information from anyone under the age of 18; (s) obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service; (t) circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content available on or through the Service, including through the use of virtual private networks; (u) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods or (v) assist or permit any person in engaging in any of the foregoing activities.

Katherine Cary reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a User’s access and/or account. Katherine Cary may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.

Except as may be provided in our Privacy Policy or prohibited by applicable law, Katherine Cary reserves the right at all times to disclose any information as Katherine Cary deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Katherine Cary’s sole discretion.

15. Right to Monitor

Katherine Cary reserves the right to monitor general use of the Service at any time as it deems appropriate and to remove any materials that, in Katherine Cary’s sole discretion, may be illegal, may subject Katherine Cary to liability, may violate this Agreement, or are, in the sole discretion of Katherine Cary, inconsistent with Katherine Cary’s purpose for the Service.

16. Third-Party Goods and Services

Parties other than Katherine Cary, including Pharmacies, Medical Group and Providers (collectively, “Third Parties”) provide services or sell products through the Service, and Katherine Cary may also make available to you for purchase certain services, devices, items or products manufactured, distributed or sold by Third Parties (“Third-Party Goods and Services”). Your use of any Third-Party Goods and Services and any interactions with Third Parties, including payment and delivery of goods or services, may also be subject to additional terms and conditions, privacy policies, or other agreements with such Third-Party, and you may be required to authenticate to or create separate accounts to use such Third-Party Goods and Services on the websites or via the technology Sites of their respective providers. Some Third-Party Goods and Services will provide Katherine Cary with access to certain information that you have provided to third parties, including through such Third-Party Goods and Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Goods and Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Katherine Cary has no control over and is not responsible for such Third-Party Goods and Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Goods and Services, or on the privacy practices of Third-Party Goods and Services. We encourage you to review the privacy policies of the third parties providing Third-Party Goods and Services prior to using such services. Any other terms, conditions, warranties or representations associated with Third-Party Goods and Services are solely between you and such Third Parties. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction involving Third Parties or any Third-Party Goods and Services. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Service and disclosing personal information.

You agree that Katherine Cary will not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Site, any Third-Party Goods and Services or your interactions with any Third Parties. In the event of any dispute between you and any Third-Party, any other User or any other entity or individual, you understand and agree that Katherine Cary is under no obligation to become involved in such dispute, and you hereby release and indemnify Katherine Cary, its affiliates and all of their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, “Katherine Cary Parties”) from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein.
IF YOU ARE A CALIFORNIA RESIDENT, YOU 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.”

Certain of Katherine Cary’s shareholders, directors, officers, employees, contractors or agents may have a financial interest in one or more Third Parties, and may profit from your use of the Third Parties and/or the sale of Third-Party Goods and Services to you.

17. Term; Termination

The term of this Agreement will commence upon your acceptance of this Agreement and continue for as long as you have a valid subscription to the Service and this Agreement is in effect. The Service is continually under development, and we reserve the right to revise or remove any part of the Service or amend this Agreement in our sole discretion at any time and without prior notice to you. Any changes to this Agreement are effective upon posting to the Site and will indicate at the top of this page the date this Agreement was last revised. Unless otherwise indicated, any new Content added to the Service is also subject to this Agreement upon posting to the Site. If you disagree with this Agreement, your sole remedy is to discontinue your use of the Service. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised terms.

Katherine Cary may terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement, if our agreement with the Medical Groups or Pharmacies terminate or if we discontinue the Service. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, user submissions and user content, disclaimers, limitation of liability, arbitration and resolution of disputes, indemnity and jurisdictional issues will survive any such termination or any other termination of this Agreement or your relationship with Katherine Cary. You agree that if your use of the Service is terminated pursuant to this Agreement, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold all Katherine Cary Parties harmless from any and all liability that any such Katherine Cary Parties may incur with respect thereto.

Except as otherwise provided in the Privacy Policy or as required by applicable law (including any obligation to provide access to health records), we have no obligation, whether before or after the termination of your use of the Service, to return or otherwise provide to you or any third party on your behalf any Content, any information you provide to us, any information your Providers provided to us about or relating to you, or any other information that we may have that relates to you.

18. Disclaimers

Content and other information contained on the Service is provided by Katherine Cary as a convenience. Users relying on Content or other information from the Service do so at their own risk.

THE SERVICE AND ANY PRODUCTS, SERVICES, AND INFORMATION CONTAINED ON OR PROVIDED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ANY ACCESS TO OR USE OF THE SERVICE IS VOLUNTARY AND AT THE SOLE RISK OF THE USER. THE KATHERINE CARY PARTIES AND EACH THIRD PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE, INCLUDING THE MEDICAL GROUPS, THE PROVIDERS AND THE PHARMACIES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PARTICULAR PURPOSE WITH REGARD TO THE SERVICE, AND WITH RESPECT TO ANY INFORMATION, CONTENT, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SERVICE OR THE SITE. KATHERINE CARY DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF THE SERVICE. KATHERINE CARY DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT; THE RESULTS THAT MAY BE OBTAINED FROM THE USER OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR THAT THE SAME WILL PROVIDE ACCURATE OR RELIABLE RESULTS.

Medical Advice Disclaimer: AS FURTHER SPECIFIED HEREIN, YOU ACKNOWLEDGE AND AGREE THAT KATHERINE CARY DOES NOT PROVIDE ANY MEDICAL SERVICES OR ADVICE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, OR ENDORSEMENTS REGARDING ANY MEDICAL SERVICES OR ADVICE THAT YOU MAY OBTAIN THROUGH THE SERVICE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SERVICE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY.

NO HEALTH CARE PROVIDER/ PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SERVICE. KATHERINE CARY IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS, OR ANY OTHER THIRD-PARTY INFORMATION, SITE, PRODUCT, OR SERVICE THAT YOU ACCESS THROUGH THE SERVICE.

19. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE Katherine Cary PARTIES OR ANY THIRD PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE, INCLUDING THE MEDICAL GROUPS, THE PROVIDERS AND THE PHARMACIES, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY PRODUCTS, SERVICES, INFORMATION AND CONTENT MADE AVAILABLE THROUGH THE SERVICE OR ANY SERVICES PERFORMED BY ANY HEALTH CARE PROVIDERS THAT YOU CONNECT WITH VIA THE SERVICE (INCLUDING CLAIMS OF MEDICAL MALPRACTICE AGAINST THOSE HEALTH CARE PROVIDERS), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR MALPRACTICE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KATHERINE CARY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE KATHERINE CARY PARTIES WILL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED THE VALUE OF YOUR LAST ORDER USING THE SERVICE.

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SITE, SERVICE OR CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE, SERVICE OR CONTENT IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SITE, SERVICE OR CONTENT.

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

IF YOU ARE LOCATED IN NEW JERSEY, THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

20. Indemnification

You agree to defend, indemnify, and hold harmless the Katherine Cary Parties and any Third Party offering products or services through the Service, including the Medical Groups, Providers and Pharmacies, from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Service, any User Content, your use of any Third-Party Goods and Services, your fraud, violation of law, or willful misconduct, any breach by you of this Agreement or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third-party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us. You will not settle or compromise any such claim without Katherine Cary’s prior written consent.

21. Notices

Any notices to you from Katherine Cary regarding the Service or this Agreement may be made by email, a posted notice on the Service, or regular mail, in the sole discretion of Katherine Cary.

22. Electronic Communications

By providing your email address on our website without creating an account, you agree to receive reminder emails from us. These emails will solely serve as a prompt for you to complete the account creation process. The reminder emails will not contain any PHI. Additionally, please be aware that we may have access to information about the path you took on our website (e.g., the specific medication page you clicked through) before entering your email address. You have the option to opt out of receiving these reminder emails at any time by clicking the ‘unsubscribe’ link included in the emails.

When you access or use the Service or send emails to us, the Medical Group or its Providers, you are communicating with us, the Medical Group and its Providers electronically. You consent to receive communications from us, the Medical Group and its Providers electronically. We will communicate with you via email or through the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement.

23. Entire Agreement

This Agreement and any other agreements Katherine Cary may post on the Service constitute the entire agreement between Katherine Cary and you in connection with your use of the Service and supersede any prior agreements between Katherine Cary and you regarding use of the Service, including prior versions of this Agreement.

24. Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

  1. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Agreement as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Katherine Cary, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and Katherine Cary are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
  2. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND Katherine Cary AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND Katherine Cary AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
  3. Pre-Arbitration Dispute Resolution. Katherine Cary is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@katherine.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written notice of dispute (“Notice”). The Notice to Katherine Cary should be sent to 2092 California St., San Francisco CA 94109 USA, ATTN: Arbitration (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Katherine Cary and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Katherine Cary may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Katherine Cary or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Katherine Cary is entitled.
  4. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
    Unless Katherine Cary and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Katherine Cary agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
  5. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Katherine Cary will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Katherine Cary will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Katherine Cary will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
  6. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
  7. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Agreement will continue to apply.
  8. Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, Katherine Cary agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Katherine Cary written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

25. Governing Law; Venue; Severability of Provisions

This Service is controlled and operated by Katherine Cary from our offices within New York. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable. Access to the Service from jurisdictions where the contents of the Service are illegal or penalized is prohibited.

The validity, interpretation, construction and performance of this Agreement will be governed by the Federal Arbitration Act and the laws of the State of New York, without regard to any conflicts of law provisions.

All parts of this Agreement apply to the maximum extent permitted by law. Our failure to enforce any provision of this Agreement will not constitute a waiver of such right. We both agree that if we cannot enforce a part of this Agreement as written, then that part will be replaced with terms that most closely match the intent of the unenforceable part to the extent permitted by law. Except as otherwise provided in this Agreement, the invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

26. No Agency Relationship

Neither this Agreement, nor any Content, materials or features of the Service create any partnership, joint venture, employment, or other agency relationship between you and Katherine Cary, the Medical Groups, the Providers or the Pharmacies. You may not enter into any contract on our behalf or bind us in any way.

27. Assignment

You may not assign or transfer any of your rights under this Agreement, and any such attempt will be null and void. Katherine Cary may, in its sole discretion, assign or transfer this Agreement, in whole or in part, without restriction.

28. Third Party Beneficiaries

Any use of third-party software provided in connection with the Service, or any third-party product or service accessed or used in connection with the Service, will be governed by the applicable Third Party’s license or terms of use, and not by this Agreement. In addition to this Agreement, your use of the Service must comply with all applicable third-party terms of agreement.

Except for the foregoing or as otherwise specifically set forth in this Agreement, including with respect to the indemnification obligations contained herein in favor of the Katherine Cary Parties, the Medical Groups, and the Providers and the agreement to arbitrate, we hereby expressly agree that there is no intent by either party to create or establish third-party beneficiary status rights or their equivalent in any other referenced individual, subcontractor or third party, including the Medical Groups, Providers or Pharmacies, and, except as specifically set forth in this Agreement, that no third party will have any right to enforce any right or enjoy any benefit that is created or established under this Agreement.

29. Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Pacific Heights Health Inc., 2092 California St., San Francisco CA 94109 USA and info@CharlyHealth.com.

30. Contacting Us

If you have any questions or concerns about this Agreement, please contact us by email at support@katherine.com . We will attempt to respond to your questions or concerns promptly after we receive them.

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