Last Updated: January 19th, 2023
Welcome to the Sheer Health service operated by Sheer Health Inc. (“Company” or “Sheer Health” or “we”). This Terms of Use and End User License Agreement (“Agreement”) are for the customers, members, users, and others who visit and use the Services (“User” or “you” or “your”) and govern your access to and use of Sheerhealth.com, including any content, functionality, and services offered on or through our websites (including but not limited to, sheerhealth.com), mobile websites and mobile applications (collectively, the "Services"), whether as a guest or registered user.
THE SERVICES ARE BEING PROVIDED TO YOU UNDER THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY. YOU HEREBY ACCEPT AND AGREE TO THIS AGREEMENT BY CONFIRMING ACCEPTANCE OF THEM OR BY USING THE SERVICES. BEFORE DOWNLOADING, INSTALLING OR OTHERWISE USING THE SERVICES, PLEASE READ THIS AGREEMENT CAREFULLY. SECTION 20 AND SECTION 21 HAVE AN ARBITRATION PROVISION AND WAIVER OF CLASS ACTION RIGHTS. BY AGREEING TO THIS AGREEMENT, YOU AGREE TO SUCH PROVISIONS.
The Company’s Privacy Policy, found at sheerhealth.com/privacy, is hereby incorporated into this Agreement. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.
1. Overview of Services. The Services described herein are built for individual consumers to help save money and best utilize their health insurance. Sheer will try to help members reduce costs associated with past claims, that may include contacting a provider or insurance company on their behalf. The Services are intended for an individuals’ own use. By agreeing to these terms, members authorize Sheer Health to use any information actively or passively shared, information contained in their health insurance portal and information submitted during onboarding or afterwards to attempt to rectify erroneous or misprocessed claims, understand past claims, request reconsiderations, file appeals or grievances, request out of network referrals and other related matters engaging with providers and insurance companies.a.Premium Service
i. Sheer Health’s Premium Service provides members with a concierge experience that may find inflated and erroneous medical bills and claims. Sheer Health reviews a member's claims in the members insurance portal and identifies actions to take in order to try to save a member money.
ii. By subscribing to the Premium Service, you agree to sign a HIPAA authorization document and enable Sheer Health to act on your behalf regarding all of your related healthcare encounters. This may include calling providers and insurance companies on your behalf. We will only contact providers and insurance companies on your behalf for the following reasons: 1) to attempt to reduce your cost, 2) to attempt to recoup money previously paid out of pocket, 3) find out a reason for denial or certain coverage for your context, 4) understand if there an ability to negotiate a bill, and 5) other related matters in the context of helping you try to save money or understand how your future care will be handled by the provider and/or insurance company.
iii. We may analyze insurance plan booklets on your behalf; any information we share with you should be taken for informational purposes only and you should still do your own research. Any information we give is for estimation purposes only.
iv. Fees: The Premium Service is a subscription service.
v. The Premium Service is an optional service that provides a member with enhanced features.
vi. Payment and Billing. By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor, Stripe) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges) (each, a “Transaction”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Transaction may be suspended or canceled. You must resolve any payment method problems before we proceed with your Transaction. If you want to change or update your payment method information, you can do so at any time by logging into your account. You acknowledge that the amount billed may vary due to promotional offers, preferences you select, or changes in applicable taxes or other charges, and you authorize us (or our third party-payment processor) to charge your payment method for the corresponding amount.
vii. Subscription Policy. When you register for a subscription (“Subscription”), you expressly acknowledge and agree that (a) your Subscription automatically renews and Sheer Health (or our third-party payment processor) is authorized to charge you on a monthly basis for your Subscription (in addition to any applicable taxes and other charges) for as long as your Subscription continues, and (b) your Subscription continues to automatically renew until you cancel it or we suspend or stop providing access to the Site in accordance with THIS Agreement. Your Subscription type, current price, payment method, and next billing date will be confirmed in an acknowledgement email after you register. You will also receive a payment receipt each time your card on file is charged. When you register for a monthly Subscription, you understand and agree that you are obligated to an initial one-month, non-cancellable period (“Non-Cancellable Period”). After the Non-Cancellable Period, you may cancel your monthly Subscription at any time by contacting helpme@sheerhealth.com and requesting a cancellation of your subscription. We reserve the right to change Subscription prices or this Subscription Policy at any time in our sole discretion. If prices or material terms of this Subscription Auto Renewal Policy are changed, you will be notified by email prior to the change, and the change will not apply to any Subscriptions within the one-month minimum period.
b. Insurance Connect Program
i. Depending on your health insurance carrier, you may be able to electronically connect your insurance account to Sheer Health. By connecting, you are granting access to your historical and ongoing claims information.
ii. At any time you can revoke access to this data by following the prompts in the web portal of your account.
iii. Sheer Health utilizes this data to provide you with a customized experience in understanding your health benefits, costs and rights. The Connect Program may offer rewards in the future for taking certain health or insurance related behavior (the “Rewards”).
iv. The information provided should be considered solely informational and you should not rely on Sheer Health for any medical or clinical advice.
c. WE ARE NOT A MEDICAL PROVIDER AND DO NOT PROVIDE MEDICAL SERVICES OR ADVICE. THE CONTENT AND SERVICES FROM SHEER HEALTH, ITS EMPLOYEES, CONTRACTORS, PARTNERS, SPONSORS, ADVERTISERS OR OTHERWISE THROUGH THE SERVICES ARE FOR INFORMATIONAL PURPOSES. WE DO NOT PROVIDE MEDICAL ADVICE AND THE SERVICE SHOULD NOT BE USED IN THE CASE OF A MEDICAL EMERGENCY.
2. Changes to Terms. The Company may make modifications, deletions, and/or additions to this Agreement (“Changes”) at any time in our sole discretion. Changes will be effective immediately after the Company provides notice of the Changes, whether such notice is provided through the Services user interface, by posting the updated version on the Company’s website, is sent to the email address associated with your account or otherwise, or when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Your continued use of the Services after such Changes means that you accept all such Changes. You should consult this Agreement each time you use the Services. This Agreement was last modified on the date indicated at the top of this Agreement.
3. License, Ownership and Proprietary Rights.
Limited Grant of License by Company. Through your access, use, downloading and/or installation of the Services, you are acquiring and the Company grants you a limited, personal, non-exclusive, non-transferable and revocable license to install, use and access the Services only for your own personal, individual and non-commercial purposes relating to analyzing your health insurance benefits and assisting you in taking certain actions related to such benefits, including through the storing and viewing of benefit plan policies, documents and other materials (collectively the “Documents”). The Services are not intended for any person or entity seeking to use the Services for commercial purposes. The Services are intended for use in the United States and we reserve the right to restrict access from locations outside the United States. Upon termination of your Account or the Services, the above license to use the Services will be revoked. All rights related to the Services not expressly granted by Company are retained.
Company Materials. The Services are owned and operated by the Company. The content, visual interfaces, information, graphics, design and arrangement, compilation, computer code, products, software, services, mobile applications, and all other elements of the Services that are provided by the Company (“Company Materials”) are protected by United States copyright, trade dress, trade secret, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Company Materials contained on the Services are the copyrighted property of Company or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, logos, product service names, designs, slogans, service marks, and trade names are proprietary to the Company or its affiliates and/or third-party licensors. You must not use such marks without the prior written permission of the Company. Except as expressly authorized by the Company, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of Company Materials. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Company Materials, except as follows:
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of the Company’s website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
You must not:
• Modify copies of any Company Materials.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
User Materials. By sending or transmitting to us information, opinions, creative suggestions, ideas, notes, concepts, or other materials (collectively, “User Materials”), or by posting such User Materials to any area of the Services, you grant the Company and its designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable license to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale, and import such User Materials in any media now known or hereafter developed, for the purpose of providing, enhancing, and developing the Services, without compensation to you. You hereby waive any moral rights or other rights with respect to attribution of authorship regarding User Materials that you may have under applicable law. None of the User Materials will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any User Materials. The Company may remove or alter any User Materials at any time for any reason. If you provide any feedback to the Company concerning the functionality and performance of the Services (including identifying potential errors and improvements), you hereby assign to the Company all right, title, and interest in and to such feedback, and the Company is free to use such feedback without payment or restriction. You are solely responsible for your User Materials and the consequences of transmitting them on the Services. By transmitting User Materials, you represent, warrant, and covenant that: (1) you are the creator and owner of the User Materials or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Materials do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or, (b) slander, defame, or libel any other person; (3) your User Materials do not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and, (4) unless you have received prior written authorization, your User Materials do not contain any confidential information of any third party. We reserve all rights and remedies against any users who breach these representations and warranties.
4. Services Access and Changes. The Services are only open to legal residents of the United States, 18 years of age and older, and who have a registered account. Registration is necessary for use of the Services. You may only have one account for the Services, and your account may be accessed and used only by the authorized User who is properly registered with the Company. The Company may refuse registration to any person for any reason at the sole discretion of Company. Further, Company may regulate access to the Services based on certain demographics, including but not limited to age, for any reason at the sole discretion of Company. Access to certain service offerings, such as connecting your insurance account, may require additional User requirements, such as additional consent, to participate. You agree that the information you provide to the Company registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. You must provide, at a minimum, your full legal name, date of birth, email and phone number to register. These requirements may be updated at any time at the sole discretion of the Company. You agree that all information you provide, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy. The Company reserves the right in its sole discretion to change or discontinue the Services (permanently or temporarily) at any time, with or without notice and for any reason. Company may terminate or suspend your account for any lawful reason or for no reason. If your account is suspended or terminated for any reason, you acknowledge that you will be prevented from accessing the Services, your account or the Documents whether or not contained in your account. Company will not be liable for any consequence to anyone or anything that results from any decisions regarding continuing, changing, or discontinuing the Services or any features of the Services. Further, the Company will not be liable for forwarding, retrieving, or returning any Documents. The Company reserves the right to impose storage or other limits on use of the Services. We may also restrict or terminate your access to the Services if we determine that your use of the Services violates this Agreement or substantially exceeds normal use by other Users. You are responsible for any internet access charges or mobile data fees and other third-party charges you may incur in connection with your use of the Services, including your access to the Documents using the Services and transfer of the Documents to and from the Services.
5. Permitted Use. You agree to be solely and completely responsible for your use of the Services, including all of your transmissions onto and off of the Services and the content of the Documents or User Materials. When using the Services, you agree to follow all applicable laws and not to make use of the Services for any purpose which is illegal. The Company reserves the right to monitor the use of the Services by any User to assure compliance with this Agreement or any other binding terms, or if it otherwise deems it necessary in its sole discretion. Any exercise of discretion by Company with respect to the contents herein will not imply control or responsibility by Company for purposes of any liability. You represent and warrant that: (a) you will use the Services only for your own personal, individual, and non-commercial purposes relating to understanding your health insurance benefits, insurance plan and reimbursements (b) you are under 18 years of age; (c) you will only use the Services in the United States; (d) your Account will be maintained by you and is non-transferable and your Account may not be shared with other individuals; (e) you take sole responsibility for any activities or actions in using the Services, regardless of whether you have authorized such activities or actions; and, (f) you will immediately notify Company of any actual or reasonably suspected unauthorized use of the Services.
6. Prohibited Uses. You may use the Services only for lawful purposes and in accordance with this Agreement. You are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy. You agree not to use the Services in any manner that in the Company’s sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Services. Additionally, you agree not to:
• intentionally interfere with or damage the operation of the Services or any User’s enjoyment of it, by any means.
• remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services.
• attempt to gain unauthorized access to the Services, or any part of it, other accounts, computer systems or networks connected to the Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services.
• obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services.
• use the Services for any purpose that is unlawful or prohibited by this Agreement.
• access the Company Materials or the Services from territories where their contents are illegal.
• use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services. The Services may contain robot exclusion headers. • utilize framing techniques to enclose any trademark, logo, or other Company Materials without our express written consent.
• use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without our express written consent.
7. No Guarantee. You acknowledge and agree that you will not rely on the Services for accurate price estimates, statements of benefits or other conclusions at the discretion of a third party like an insurance company. The Company cannot guarantee that your insurance account will not be subject to misappropriation, loss, or damage, and we will not be liable in any way if they are.
8. Restricted Users. You hereby represent and warrant that you are not a Restricted Person. For purposes of this Agreement, a “Restricted Person” is any person or entity, or any officer, director, or controlling shareholder of an entity, that is: (1) under the age of 18 years old; (2) not a legal United States resident; (3) a national of or an entity existing under the laws of Cuba, Iran, Sudan, North Korea, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (3) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (4) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (5) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or. (6) owned, controlled, or acting on behalf of any person or entity described under the foregoing (1) through (5).
9. Violations & Termination. You agree not to use the Services in connection with any activity that violates any law, rule or regulation or other applicable rights. Without limiting anything else in this Agreement, the Company may at any time decline to process any transaction, suspend, or cancel any User account and/or provide transaction and User information to law enforcement authorities in the event that the Company (1) suspects any violation of law, rule, regulation, any third party rights or this Agreement, (2) is required to do so under applicable law, rule, regulation or legal process (such as a court order), (3) is requested to do so by law enforcement authorities or (4) believes (in its sole discretion) that such action is appropriate in order to protect the property, rights, or safety of the Company or any third party or to limit the Company’s liability. The Company will not be liable to you or any third party for any termination of or modification to the Services regardless of the reason for such termination or modification. These remedies are in addition to any other remedies the Company may have at law or in equity. You agree that the Company, in response to your violation of this Agreement, may terminate your account (or any part thereof) you may have with the Company or your use of the Services, and remove and discard all or any part of your account at any time. Upon the termination of your account, all Rewards will be immediately forfeited. You acknowledge and agree that the Company does not have any refund obligation to the User. The Company may in its sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice. The Company strives to work with reputable partners. However, the Company has no liability to you for any partner’s failure to honor Sheer Health, and you should contact the partner in connection with any of the foregoing. You agree that any termination of your access to the Services or any account you may have or portion thereof may be effected without prior notice, and you agree that the Company shall not be liable to you or any third-party for any such termination. The Company does not permit copyright infringing activities on the Services and reserves the right to terminate access to the Services, and remove all content submitted, by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies the Company may have at law or in equity. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
10. Additional Guidelines or Rules. When using the Services, you may be subject to any additional posted guidelines or rules applicable to specific Services, offers, Rewards, and other features which may be posted from time to time. All such guidelines are hereby incorporated by reference into this Agreement. Please note that additional and/or different conditions and terms of use may apply to media, contests, competitions, or services provided through one or more of our partners or business associates, and you should refer to those before using such services.
11. Referral Program. Referral invites should be used for personal and non-commercial purposes. The Company reserves the right to change its referral policy at its discretion. The Company reserves the right to suspend your account and revoke any referral amounts if they were earned in violation of this Agreement. The Company reserves the right to implement limits on the amount of referrals benefits possible to be earned.
12. Third Party Products and Services. The Company does not endorse the purchase or use of any product or service that you may choose to use or pay for while using the Services and has no control over any aspect of any such products or services, including without limitation their existence, delivery, quality, or safety. The Company is not a party to any transaction you may elect to enter in to with a partner or third party, and you are solely responsible for your dealings with the partner or third party. You are solely responsible for all aspects of all transactions you may enter in to for which you use the Services and acknowledge that the Company has no obligation to assist you in any dispute with any partner or third party regarding a product or service purchased with a Reward and no ability to effectuate any refunds. The Services may contain links to third-party websites or otherwise provide you access to third party software, applications, products or services. These third party services are not under our control, and we are not responsible for the contents or functionality of any of these third party services. A link does not imply the Company’s endorsement of, sponsorship of, or affiliation with the linked site. The Company does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those third party services.
13. Communications
Electronic Communications. Under this Agreement, you consent to receive communications from the Company electronically via email. You have the choice to send us a text message to our texting number, but that is voluntary. Depending on your carrier plan, you may incur charges for receiving text messages, and you agree to not hold the Company liable for any charges incurred. We will communicate with you by email or by posting notices on the Services. You agree to also receive push notifications and in-app communications from Company, which may include account and promotional notifications. 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.
Opt-In. SMS text messaging is Opt-In. We will not send you outbound SMS messages unless you text us. By sending a text message to 201-571-1180, you agree to allow us to answer your text message. Message and data rates may apply.
You may opt out of text messaging at any time by emailing the Company at helpme@sheerhealth.com or texting STOP to 201-571-1180.
Support & Feedback. For further support, feedback, or other assistance, please visit our help page on the website or contact us at help@sheerhealth.com.
14. Security. The Company complies with our legal obligations related to security by employing physical, technical, and administrative protections and procedures to help prevent unauthorized access to, disclosure, misuse, or loss of the data collected through the use of the Services in accordance with generally accepted, appropriate industry standards. The data is stored on secure servers and only specific, authorized personnel have access to non-aggregated data. Such personnel work on password-protected computers and are subject to confidentiality and security policies and procedures. The security technology is updated and tested on an on-going basis. In addition, we train our employees about the importance of confidentiality and maintaining the privacy and security of your information. Please be aware that despite our efforts, no data security measures can guarantee 100% security. When you register you will be asked to provide account credentials. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password, including adding or redeeming any Reward or using the funds in your Sheer Health account. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify the Company. You may be liable for the losses incurred by the Company or others due to any unauthorized use of your account. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
15. Insurance Connect Program. The Insurance Connect Program is an optional program that helps improve our understanding of your healthcare encounters. By connecting your insurance account to the App, you will be sharing information that we will use to provide you a better experience and contextual information to make better decisions. We take your privacy very seriously. Connecting your insurance account is optional. To disconnect your insurance account, please follow the directions in the web portal. The Company is not a party to any dealings you may elect to enter into with a partner or third party. You are solely responsible for all aspects of all dealings that you may enter into for which you use the Services, and you acknowledge that the Company has no obligation to assist you in any dispute with any partner or third party regarding your use of the Services. You acknowledge that the Company is not liable for any loss or damage you suffer arising from or in connection with use of the Services.
16. Disagreements. You are solely responsible for your involvement with any partners or third parties with whom you may interact in connection with the Services. The Company reserves the right, but has no obligation, to monitor disagreements between you and any partners or third parties.
17. Disclaimer of Warranties. THE SERVICES AND ANY THIRD-PARTY, MEDIA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE COMPANY AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FEATURES CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF IT CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT THE COMPANY NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, OR OTHERWISE OBTAIN MEDIA, MATERIAL, OR OTHER DATA THROUGH THE USE OF THE SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL OR DATA. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
18. Indemnification. You agree to indemnify and hold the Company, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Services, uploading of User Materials, violation of this Agreement, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.
19. Limitation of Liability and Damages. TO THE FULLEST EXTENT PROVIDED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE COMPANY MATERIALS ON THE SERVICES, THE SERVICES ITSELF, OR ANY OTHER INTERACTIONS WITH THE COMPANY, EVEN IF THE COMPANY OR A THE COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE COMPANY’S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN THE COMPANY AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE SERVICES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 20. Arbitration. In the interest of resolving disputes between you and the Company in the most expedient and cost-effective manner, you and the Company agree that any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought by either party is less than $10,000 shall be resolved via binding non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. In any such arbitration, the parties and AAA must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, where the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (c) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim; and (d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Agreement shall prevent either party from: (1) seeking remedies in small claims court of competent jurisdiction; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive relief in a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of this Agreement. Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in this Agreement as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision. Arbitration is not a mandatory condition of this Agreement. If you do not want to be subject to this Section 20, you may opt out of this Section 20 by notifying the Company in writing of your decision by sending, within 30 days of the date you receive this Agreement, an electronic message to helpme@sheerhealth.com, stating clearly your full name and intent to opt out of this Section 20. Should you choose not to opt out of this Section 20 within the 30-day period, you and the Company will be bound by the terms of this Section 20. You have the right to consult with counsel of your choice concerning this Section 20. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 20. If the Company makes any future change to this arbitration provision, other than a change to the Company’s address for notice, you may reject the change by sending the Company written notice within 30 days of the change to the Company’s address for notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and the Company. If you do not send such written notice, your continued use of the Services following any such change means that you have consented to such change. If this Section 20 is found to be unenforceable, then the entirety of this Section 20 will be null and void and the exclusive jurisdiction and venue described in Section 24 will govern any action arising out of or related to this Agreement or your use of the Services.
21. Class Action Waiver. YOU AGREE THAT ANY CLAIMS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ. WHICH ARE NOT COVERED BY THIS SECTION 22).
22. Claims. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
23. Notice. Legal notices shall be served to the Company via registered mail or overnight courier to Attention: Sheer Health, 214 W 29th Street, New York, NY 10001 (in each case with delivery confirmation) and to you at the email address you provide to the Company during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process. In such a case, notice shall be deemed given three days after the date of mailing.
24. Miscellaneous.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of this Agreement.
Jurisdiction. You agree that any action at law or in equity arising out of or relating to this Agreement or the Services that is not subject to mandatory arbitration as set forth herein shall be filed only in a state or federal court located in the State of Delaware, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
Protected Activity Not Prohibited. To the extent permitted by applicable law, nothing in this Agreement will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state, or local government agency or commission (“Government Agencies”). In connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the Company’s confidential information to any parties other than the Government Agencies.
Waiver. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
Severability. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
Assignment. This Agreement, related guidelines, and any rights and licenses granted hereunder may not be transferred or assigned by you but may be assigned by the Company without restriction.
Survival. Section 1 through Section 9, Section 12, and Section 16 through Section 24 will survive any termination of this Agreement.
No Agency. Company is not your agent with respect to the Services and no legal relationship is established between you and Company except as may be expressly stated in this Agreement or other binding terms.
Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.
Entire Agreement. This Agreement (including the Privacy Policy) is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties, or by a change to this Agreement or Guidelines made by the Company as set forth herein. Disclosures. The Services hereunder is offered by Sheer Health Inc., located at 214 W 29th Street, New York, NY 10001, email: helpme@sheerhealth.com. If you are a New York resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information. Notice for California Users. Under California Civil Code Section 1789.3, users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
25. Additional Terms for App Store Apps If you accessed or downloaded the Services from any app store or distribution platform (e.g., Apple App Store, Google Play Store, or other platform) (each, an “App Provider”), then you acknowledge and agree that:This Agreement is between you and the Company, and not with the App Provider. Between the Company and the App Provider, the Company is solely responsible for the Services.It is not the App Provider’s responsibility to provide any maintenance or support services for the Services.If the Services fail to conform to any applicable warranty, you may notify the App Provider and the App Provider may refund the purchase price for the Services to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Services. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of the applicable Services to conform to any warranty will be the sole responsibility of the Company.The App Provider is not responsible for addressing any of your claims or any third party’s claims relating to the Services or your possession and use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.If there is a third-party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, the Company will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement.The App Provider and its subsidiaries are third-party beneficiaries of this Agreement as they relate to your license of the Services. Upon your acceptance of this Agreement, the App Provider will have the right (and will be viewed to have accepted the right) to enforce this Agreement as related to your license of the Services against you as a third party beneficiary of this Agreement.You must also comply with all applicable third-party terms of service when using the Services.You agree to comply with all United States and foreign export laws and regulations to ensure that the Services, any technical data related the Services, and/or any direct product from your use of the Services is exported or re-exported directly or indirectly in a way that does not violate those laws and regulations. By using the Services, you represent and warrant that: (i) you are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country; and (ii) you are not listed on any United States Government list of prohibited or restricted parties.If you accessed or downloaded the Services from the Apple App Store, then you also agree to use the Services only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” stated in the Apple Store Terms of Service.