Terms of Use Agreement

1. SERVICES.

1. Overview.

The Services provide a Chatbot designed to provide general educational health information and resources and a platform that allows users to connect with licensed clinicians or physicians for medical services affiliated with a Medical Group (as defined below) (“Providers”), as well as other related services as set forth herein. THE SERVICES, INCLUDING ANY COMMUNICATIONS THAT MAY OCCUR BETWEEN YOU AND YOUR PROVIDER VIA TELEHEALTH (IF APPLICABLE) OR THROUGH THE CHATBOT, ARE NOT FOR EMERGENCIES.

2. Provider Services.

Through the Services you may be able to schedule appointments with a Provider and otherwise interface with a Provider through store and forward technology, audio only phone calls, and/or telehealth video appointments through a third-party video platform (“Telehealth Services”) and you may discuss your care journey (collectively, “Provider Services”). You may receive communications from your Provider through a secure messaging platform (each message, a “Secure Message”). No professional health care services other than Telehealth Services with your Provider or Secure Messages from your Provider are available through or in connection with the Services. All Telehealth Services and Provider Services are provided by our partner affiliates, including, but not limited to, Clara Health Medical Services PA; Clara Health Medical Services West PC; Clara Health Medical Services East PC; Clara Health Medical Services Northwest PC; Clara Health Medical Services Midwest PA, (each, a “Medical Group”, and together, the “Medical Groups”), and its and their Providers. The Providers are engaged by the Medical Groups, not by Clara, and the Medical Groups and their Providers use independent professional judgment in rendering the Telehealth Services and Provider Services, as applicable. The Medical Groups and the Providers, and not Clara, are responsible for the quality and appropriateness of the Telehealth Services and care they render to you through the Provider Services, and any advice received from a Provider through the Services comes from the Provider alone and not from Clara.

3. Telehealth Services.

The following additional terms and conditions apply to the Telehealth Services:

4. Chatbot Services.

5. Prescription Policy.

6. User Responsibility for Medical Services.

By using the Telehealth Services, you acknowledge the potential risks associated with Telehealth Services. These include but are not limited to the following: information transmitted may not be sufficient (e.g. poor resolution of images) to allow for appropriate medical or health care decision making by the Provider; delays in evaluation or treatment could occur due to failures of electronic equipment; a lack of access to your medical records may result in adverse drug interactions or allergic reactions or other judgment errors; although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail causing a breach of privacy of your health information. Further, your Provider may not have the benefit of information that would be obtained by examining you in person and observing your physical condition when such Provider issues advice or feedback through Telehealth Services, or when your Provider discusses your medical needs via a Secure Message. Your Provider may not be aware of facts or information that may affect your Provider's opinions regarding potential treatment recommendations. For these reasons, Clara strongly encourages you to provide all relevant information and discuss any and all diagnoses and treatment options with your health care team outside of the Services. By using the Services, including by participating in any Telehealth Services through the Services, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that: (a) Telehealth Services and communications sent via Secure Messages are not intended to replace a full medical evaluation or an in-person visit with a health care provider; and (b) your Provider communications via the Services may not have important information that is usually obtained through a “hands-on” physical examination. It is your responsibility to seek the advice of a physician or other qualified health care provider or professional for your medical needs. Under no circumstances can the Services replace medical services rendered by your in-person health care provider. You acknowledge that you have a direct relationship with your Provider(s), and Clara is not responsible for, and shall not be held liable for, their advice, any aspect of their treatment, or payment for services the Providers provide you and you are responsible for any payments that may be required. You acknowledge and agree that your Provider may not be licensed or legally permitted to practice medicine in all states or locations. If you or your Provider change locations, your care options in connection with the Services may change.

7. Application License.

Subject to your compliance with this Agreement, Clara grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device that you own or control and to run such copy of the Application solely for your own personal purposes.

2. Your Relationship with Clara.

1. Disclaimers for Provider Services.

2. No Physician-Patient Relationship with Clara.

3. Updates.

You understand that the Services are evolving. As a result, Clara may require you to accept updates to the Services that you have installed on your mobile device. You acknowledge and agree that Clara may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.

4. Usage Restrictions.

You agree not to:

• license, sell, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion thereof;
• frame or utilize framing techniques to enclose any trademark or logo of Clara, or any other portion of the Services (including images, text, page layout or form);
• use any metatags or other “hidden text” using Clara's name or trademarks;
• modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
• except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit any part of the Services in any form or by any means;
• remove or destroy any copyright notices or other proprietary markings contained on or in the Services;
• send through the Services unsolicited or unauthorized advertising, promotional materials, contests, sweepstakes, barter, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
• impersonate any person or entity, including any employee or representative of Clara;
• interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement;
• provide false, misleading, or inaccurate information to Clara or any other member;
• attempt to probe, scan, or test the vulnerability of the Services or any associated system or network;
• intentionally or unintentionally violate any applicable law;
• stalk or otherwise harass another User or employee of the Services;
• abuse other Users' personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent;
• attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means;
• interfere with any other User's use and enjoyment of the Services;
• request or offer to perform a request that is illegal or violates any of the terms set forth herein; or
• attempt to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl,” or “spider” any pages that are part of the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials), introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other User, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.

Any future release, update or other addition to the Services shall be subject to this Agreement. Clara, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Services terminates the licenses granted by Clara pursuant to this Agreement.

5. Clara Communications.

By entering into this Agreement or using the Services, you agree to receive communications from us, including via Chatbot messages, texts, emails, and push notifications, as further described in Clara's Privacy Policy located at askclara.com/privacy-policy(the “Privacy Policy”). IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

6. Sensitive Communications.

You understand that while Clara takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Emails or text messages that you send to or receive from Clara outside of the Services (including communications with Providers outside of the Services) are not encrypted, which means that it is possible they may be intercepted by third parties. Do not send any health or other sensitive information to Clara, the Medical Groups, your Provider, or any other Third Party by text message or email. If you choose to send or receive information about your health or any other sensitive information by text message or email outside of the Services, you do so at your own risk. By emailing Clara or giving Clara your email, you consent to receiving unencrypted emails messages from or on behalf of Clara.

3. REGISTRATION.

1. Registering Your Account.

In order to access certain features of the Services, including to engage with our Chatbot, you may be required to become a User. For purposes of the Agreement, a “User” is a user who has registered an account on the Services (“Account”).

2. Registration Data.

In registering an Account on the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, including: (i) the information required in order to connect your healthcare records through a health information exchange provider, and (ii) the details you manually submit through the Services regarding your medical history (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; and (ii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. If you provide any information that is untrue, inaccurate, not current or incomplete, or Clara has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Clara has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Clara reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights. You agree not to create an Account or use the Services if you have been previously removed by Clara, or if you have been previously banned from any of the Services.

3. Necessary Equipment and Software.

You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services. You are solely responsible for any fees, including Internet connection or mobile fees (including SMS charges), that you incur when accessing the Services.

4. Access Through a Connected Account.

You may sign into or otherwise link or connect your Account with an valid account that you hold through a compatible third-party product or service, including a compatible wearable device or compatible software application (“Connected Account”) by allowing Clara to access your Connected Account, as is permitted under the applicable terms and conditions that govern your use of such Connected Account. You represent that you are entitled to disclose your Connected Account login information to Clara and/or grant Clara access to your Connected Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Connected Account and without obligating Clara to pay any fees or making Clara subject to any usage limitations imposed by such Connected Account providers. By granting Clara access to any Connected Accounts, you understand that Clara may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, documents, and/or other materials accessible through Services (collectively, “Content”) that you have provided to and stored in your Connected Account so that it is available on and through Services via your Account, solely as permitted by the functionality of the Services and your permission settings in such Connected Account. Unless otherwise specified in this Agreement, all Content made available from or through your Third-Party Account shall be considered to be User Content. Depending on the Connected Accounts you choose and subject to the privacy settings that you have set in such Connected Accounts, personally identifiable information that you post to your Connected Accounts may be available on and through your Account on the Services. Please note that if a Connected Account or associated service becomes unavailable, or Clara's access to such Connected Account is terminated by the Connected Account provider, then any Content made available from or through such Connected Account may no longer be available on and through Services. You may have the ability to disable the connection between your Account and your Connected Accounts at any time by accessing your settings within such Connected Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE CONNECTED ACCOUNT PROVIDERS ASSOCIATED WITH YOUR CONNECTED ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH CONNECTED ACCOUNT PROVIDERS, AND CLARA DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH CONNECTED ACCOUNT PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH CONNECTED ACCOUNTS. Clara makes no effort to review any Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Clara is not responsible for any Content.

4. AI SERVICES.

1. Use of AI.

2. AI Disclaimer.

5. CONTENT.

1. User Responsibility for Content.

2. No Obligation to Pre-Screen Content.

3. Third-Party Data Sources.

You acknowledge and agree that access to and use of the Services depends in part on access to Content provided by third-party sources (“Third Party Data”) to create recommendations, reminders, and provide other Services to you. The parties acknowledge and agree that Third Party Data may be derived from historical data that may be outdated and no longer accurate at the time of use. Clara is not responsible for the accuracy, quality, currency, or completeness of the Third Party Data and makes no representations or warranties regarding the Third Party Data. You acknowledge and agree that the accuracy of any Clara Contributions and certain Services, including AI Services, are dependent on the accuracy and completeness of the Third Party Data. In addition, Clara cannot guarantee the Third Party Data will always be available. If a source of Third Party Data becomes unavailable or Clara's access to such source is terminated by the third-party service provider, then the Third Party Data will no longer be available to be analyzed and the Services will be affected accordingly.

4. Storage.

Clara has no obligation to store any of your Inputs or User Content that you Make Available on the Services.

6. FEES AND PURCHASE TERMS.

1. Third-Party Payments Provider.

Clara uses Stripe and its affiliates, offered by Stripe, Inc. (“Stripe”) as its third-party payments service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Payments Provider”). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Payments Provider. You agree to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Services Agreement (currently accessible at https://stripe.com/ssa). You hereby consent and authorize Clara to store and share any information and payment instructions you provide with one or more Third-Party Payments Provider(s) (including, without limitation, Stripe) to the minimum extent required to complete your transactions. You hereby further consent and authorize any such Third-Party Payments Provider to share any such information and payment instructions to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Payments Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Payments Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Payments Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

2. Payment.

You shall pay all fees or charges (“Fees”) in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable, as listed on the Website and/or accessible through your Account. By providing Clara and/or our Third-Party Payments Provider with your payment information, you agree that Clara and/or our Third-Party Payments Provider is authorized to immediately invoice you within your Account for all Fees due and payable to Clara hereunder and that no additional notice or consent is required. You shall immediately notify Clara of any change in your payment information to maintain its completeness and accuracy. Clara reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Clara and/or our Third-Party Payments Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.

3. Taxes.

Any payments processed by Clara on behalf of Provider through the Services do not include any Sales Tax (defined below) that may be due. If Clara determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Clara shall collect such Sales Tax in addition to applicable payments. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

4. Subscriptions.

7. OWNERSHIP.

1. Services.

Except with respect to User Content, you agree that Clara and its suppliers own all rights, title and interest in the Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services. Except as expressly stated in this Agreement, you are not granted any intellectual property rights in or to the Services by implication, estoppel, or other legal theory, and all rights in and to the Services not expressly granted in this Agreement are hereby reserved and retained by Clara.

2. Trademarks.

CLARA, the Clara logo, and all related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Clara and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

3. User Content.

Clara does not claim ownership of User Content. However, when you Make Available User Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and communicate to the public, perform and display User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in User Content.

4. License to User Content.

You grant Clara a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, prepare derivative works of, publicly perform, publicly display, and otherwise fully exploit User Content (in whole or in part) and Inputs for the purposes of operating and providing the Services to you and our other Users and in connection with our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), including to train the Models.

5. Feedback.

If you elect to provide suggestions or feedback, you hereby grant to Clara a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you that relates to the Services. Clara will not identify you as the source of any such feedback.

8. COMMUNITY GUIDELINES.

THE SERVICES ARE STRICTLY FOR USE TO GAIN ACCESS TO GENERAL EDUCATIONAL HEALTH INFORMATION AND RESOURCES. YOU AGREE THAT YOUR PROMPTS AND USER CONTENT WILL BE RELEVANT TO THE PURPOSE OF RECEIVING SUCH EDUCATIONAL HEALTH INFORMATION AND RESOURCES RELATED TO YOUR LEGITIMATE HEALTH QUESTIONS AND CONCERNS AND FOR NO OTHER PURPOSE. Without limiting the generality of the foregoing, as a condition of use, you agree not to (and shall not permit any third party to) Make Available any Content or take any action using the Services that: (a) may constitute, contribute to, depict, or encourage a crime, illegal or terrorist activity, or a violation or infringement of any third party's rights; (b) is unlawful, harmful, threatening, abusive, harassing, inflammatory, defamatory, libelous, discriminatory, deceptive, fraudulent, invasive of another's privacy, tortious, offensive, vulgar, hateful, or is racially, ethnically, or otherwise objectionable (in our sole discretion); (c) posts or submits a photograph of another person without that person's permission; (d) contains adult content, including obscene, pornographic, and/or sexual terms, descriptions and/or images, nudity, profanity, or graphic violence; (e) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (f) exploits political agendas or “hot button” issues for commercial use, or that contains hate speech based upon the race, sex, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of an individual or group; (g) you do not have the right to Make Available or to take under any law under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (h) harms minors in any way, or solicits or otherwise attempts to gain any information from a minor; (i) forges headers or otherwise manipulates identifiers in order to disguise the origin of any content or other materials transmitted to or through the Services; (j) attempts to identify any anonymous user; (k) may constitute the receipt or provision of clinical services, including but not limited to the practice of medicine (except for any User Content you Make Available as part of the Telehealth Services); or (l) we deem in violation of Section 2.3.

9. INDEMNIFICATION.

You agree to indemnify and hold Clara, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (including the Providers and the Medical Group(s)) (each, a “Clara Party” and collectively, the “Clara Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (a) User Content (including your Inputs); (b) your use of, or inability to use, any of the Services; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any other Users; or (e) your violation of any applicable laws, rules or regulations. Clara reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Clara in asserting any available defenses. This provision does not require you to indemnify any of the Clara Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of the Agreement and/or your access to the Services.

10. DISCLAIMER OF WARRANTIES AND CONDITIONS.

1. As Is.

2. No Medical Services.

3. No Physician-Patient Relationship.

4. No Liability for Conduct of Third Parties.

11. LIMITATION OF LIABILITY.

1. Disclaimer of Certain Damages.

2. Cap on Liability.

3. User Content.

4. Exclusion of Damages.

5. Basis of the Bargain.

12. TERM AND TERMINATION.

1. Term.

The Agreement commences on the date when you accept it (as described in the preamble above) and remains in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.

2. Termination of Services by Clara.

If you have breached any provision of the Agreement, or if Clara is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Clara has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Clara's sole discretion and that Clara shall not be liable to you or any third party for any termination of your use of the Services.

3. Termination by You.

If you want to terminate this Agreement, you may do so by deleting your Account. Upon deletion of your Account, your Subscription will be cancelled as of the date of Account deletion and you will not be entitled to a refund of any Fees paid. If you delete your Account, all of User Content, including your preferences, memories, and conversations with the Chatbot, will be permanently erased and cannot be recovered. Notwithstanding the foregoing, the Medical Group will continue to maintain medical records in accordance with applicable law following the cancellation of your Subscription. For the avoidance of doubt, Clara reserves the right to retain any and all de-identified or aggregated data based upon, or derived from, any of the foregoing, including any of User Content or conversations with the Chatbot, and any resulting insights related thereto, which are owned and retained by Clara.

4. Effect of Termination.

Upon termination or expiration of this Agreement for any reason all licenses granted hereunder will immediately terminate. Your right to use the Services will automatically terminate immediately, and you understand that termination of the Services may involve deletion of User Content associated therewith from our live databases. Clara will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, licenses to User Content, warranty disclaimers, indemnification, governing law, venue, and limitation of liability.

13. INTERNATIONAL USERS.

The Services can be accessed from countries around the world and may contain references to Services and content that are not available in your country; however, Clara makes no representations that the Services are appropriate or available for use in other locations. The Services are controlled and offered by Clara from its facilities in the United States of America. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

14. ARBITRATION AGREEMENT.

1. Agreement to Arbitrate.

Subject to the terms of this Arbitration Agreement, you and Clara agree that any and all disputes, claims, controversies or disagreements that have arisen or may arise between you and Clara, whether arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved exclusively by final and binding arbitration, rather than in court, except that: (i) you and Clara may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Clara may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

2. Waiver of Jury Trial.

YOU AND CLARA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Clara are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section titled “Agreement to Arbitrate” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

3. Waiver of Class and Other Non-Individualized Relief.

4. Informal Dispute Resolution.

5. Rules and Forum.

6. Arbitrator.

The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware and will be selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then the NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process under the section titled “Batch Arbitration” is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

7. Authority of Arbitrator.

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes arising out of or relating to the section titled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the section titled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection titled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

8. Attorneys' Fees and Costs.

The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party's, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel's Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.

9. Batch Arbitration.

10. 30-Day Right to Opt Out.

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the Notice Address, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Clara's rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

11. Invalidity, Expiration.

Except as provided in the section titled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement (other than the section titled “Batch Arbitration”) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if the section titled “Batch Arbitration” of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in the New Castle County, Delaware. You further agree that any Dispute that you have with Clara as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

12. Future Changes to Arbitration Agreement.

You and we agree that Clara retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted at askclara.com/terms-of-use and you should check for updates regularly. We agree that if Clara makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validly opt of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Clara will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

15. THIRD-PARTY SERVICES.

1. Third-Party Service Providers.

Certain features, aspects, software products, and services offered through the Services are provided, in whole or in part, by third parties, including providers of Models as described in Section 4.1 above (“Third-Party Services”). In order to use Third-Party Services, you may be required to enter into additional terms and conditions with Third-Party Providers. This Agreement applies only to the Services, and not to the services of any other person or entity, and your right to use such Third-Party Services as part of the Services is subject to and governed by the terms and conditions applicable to such Third-Party Services, as supplied by the Third-Party Provider. In the event of a conflict between the terms of this Agreement and the terms of such third-party terms, the terms of the third party shall control with regard to your use of the relevant Third-Party Service. You further acknowledge and agree that a Third-Party Provider may collect and use certain information about you, which may include your personal information and/or protected health information. Prior to providing information to any Third-Party Provider, you should review their privacy policy. If you do not understand or do not agree to the terms of a Third-Party Provider's privacy policy, you should not use the related Third-Party Services.

2. Third-Party Websites, Applications and Ads.

The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we may not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Clara. Clara is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. Clara provides these Third-Party Websites, Third-Party Applications and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

3. Third-Party Application Access.

With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple's Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

4. Accessing and Downloading the Application from the Apple App Store.

The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

• You acknowledge and agree that (i) this Agreement is concluded between you and Clara only, and not Apple, and (ii) Clara, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
• In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Clara and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Clara.
• You and Clara acknowledge that, as between Clara and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• You and Clara acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between Clara and Apple, Clara, not Apple, 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.
• You and Clara acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
• Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

16. GENERAL PROVISIONS.

1. Electronic Communications.

The communications between you and Clara may take place via electronic means, whether you visit the Services or send Clara e-mails, or whether Clara posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Clara in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Clara provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

2. Modifications to the Agreement.

Clara may modify the terms of this Agreement at any time in its sole discretion. When changes are made, Clara will make a new copy of this Agreement available within the Services and any new Supplemental Terms will be made available from within the Services. We will also update the “Last Updated” date. Any changes will be effective immediately for new Users and will be effective thirty (30) days after posting notice of such changes on the Services for existing Users, provided that any material changes shall be effective for existing Users upon thirty (30) days after posting notice of such changes on the Services. Clara may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you may stop using the Services and terminate this Agreement in accordance with Section 12. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).

3. Assignment.

This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Clara's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Clara may assign, transfer or delegate any of its rights and obligations hereunder without your consent.

4. Force Majeure.

Clara shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

5. Questions, Complaints, Claims.

If you have any questions, complaints or claims with respect to the Services, please contact us at: support@askclara.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

6. Governing Law; Venue.

7. Notice.

Where Clara requires that you provide an e-mail address, you are responsible for providing Clara with your most current e-mail address. In the event that the last e-mail address you provided to Clara is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, Clara's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Clara at the following: support@askclara.com. Such notice shall be deemed given when received by Clara by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

8. Waiver.

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9. Severability.

If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

10. Entire Agreement.

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.