Last Revised: Sep 21, 2023
These terms and conditions of service (the “Terms”) are a legal contract between Laguna Health Inc. and its affiliates (“Laguna”, “we”, “our”) and you (“User”, or “you”). The terms explain how you are permitted to use the services provided by and through our wellbeing and coaching services platform and our websites located at https://lagunahealth.com and https://getlaguna.com as well as all of our associated internet properties (either linked by Laguna and/or affiliated companies or any other website owned or operated by us) and any software that Laguna provides to you for download, including on your mobile devices (our “Applications”) (all of these virtual properties and applications, collectively, the “Site”). These Terms also govern your use of all the text, data, information, software, graphics, videos, images, methodologies, plans, proprietary content and more (all of which we refer to as “Content”) that we and/or our affiliates may make available to you, as well as any services we may provide through this Site). Collectively, the Site, the Content, and the services provided herein are referred to as the “Services”.
BY ACCESSING OR IN ANY WAY USING THE SERVICES, YOU ARE AGREEING TO THE TERMS AND CONDITIONS SET OUT HEREIN; IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS.
1. Modifications and Additional Terms.
Laguna may change, update, add or remove any of the provisions of these Terms at any time by posting the updated Terms on the Site and/or by providing a notice on the Services. If you do not agree with any of the updated Terms, you must immediately stop using the Services. Continued use of the Services following any such modifications indicates your acknowledgement and agreement to be bound by the modified Terms. Unless otherwise required by law, the updated Terms are effective as of the day of posting or providing notice thereof in term of this section 1.
Laguna may make any changes to the Services at any time, without notice to you. If you object to any changes to the Services, your sole recourse will be to cease using the Services. Continued use of the Services after the implementation of such changes will indicate your acknowledgement of such changes and satisfaction with the Services as modified. We also reserve the right to discontinue the Services, or any component of it, at any time without notice to you. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Services. If you are under a paid subscription, any material changes to the Services will become effective only after termination or expiration of your then-current paid term.
In addition, certain features of the Services may be subject to additional terms of use (“Additional Terms”), which shall be provided to you when you use such features or services. By using such features, or any part thereof, you agree to be bound by the Additional Terms applicable to such features. In the event that any of the Additional Terms governing such features conflict with these Terms, the Additional Terms will govern your use of those features. If You have entered into a separate executed legal agreement for the Services with Laguna (collectively and individually, a “Contract”), such Contract shall supersede these Terms. In the event of any conflict between these Terms and the Contract, the Contract will prevail. In cases where the Contract does not address specific provisions included in these Terms, these Terms will apply, supplementing the Contract. If you are a representative of a hospital or another medical institution and wish to use our Services as part of your patient service program, (i) your organization is required to execute a separate legal agreement with us. For such purpose, please contact us at connect@lagunahealth.com, and (ii) you shall require your patients and customers to accept these Terms prior to any use of our Services.
2. Your Acceptance and Contractual Relationship.
By using the Services, you represent that you are at least 18 years of age, or that you are of the age of consent under the laws of your jurisdiction, and lawfully able to enter into contracts. If you are not legally capable of entering into contracts, you may not use the Services at any time or in any manner or submit any information to Laguna or the Services.
If you are entering into these Terms on behalf of a company, business entity or organization, you represent and warrant that you have the legal authority and capacity to bind such company, business entity or organization. If you are not authorized nor deemed by law to have such authority, you assume sole personal liability for the obligations set out in these Terms.
Your access to and use of the Services is subject to your continued compliance with these Terms and all applicable laws. Your right to access and use the Services will terminate immediately, without notice or any further action by Laguna, if you breach these Terms.
3. Privacy.
Please review our privacy policy (“Privacy Policy”), which explains how we use any personal information that you submit to Laguna. The Privacy Policy is hereby incorporated by reference.
4. The Services.
Our Services are intended to assist individuals who are in the process of recovery from certain health care settings, by allowing our Users, either directly by themselves or by caregivers, to manage their own care at home after being discharged from the hospital and other care settings.
You hereby acknowledge that you understand that Laguna does not provide any medical services or advice nor do we recommend or endorse any specific medical providers, tests, medications, products, or procedures.
THE USE OF OUR SERVICES IS NOT APPROPRIATE FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL HEALTH EMERGENCY, OR IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, IT IS YOUR RESPONSIBILITY TO SEEK IMMEDIATE MEDICAL ATTENTION, TO CALL AN AMBULANCE OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.
LAGUNA IS NOT A PROVIDER OF MEDICAL ADVICE. BEFORE YOU TAKE ANY ACTION IN RELATION TO OR USE THE SERVICES, EITHER DIRECTLY BY YOURSELF OR BY CAREGIVERS, THAT MAY AFFECT YOUR HEALTH OR SAFETY, OR THE HEALTH OR SAFETY OF OTHERS, PLEASE CONSULT WITH A QUALIFIED MEDICAL PROVIDER. LAGUNA’S SERVICES ARE FOR NON- EMERGENCY PURPOSES ONLY. WE DO NOT PROVIDE EMERGENCY OR TIME-SENSITIVE COMMUNICATIONS TO ANY TYPE OF HOSPITAL, LAW ENFORCEMENT AGENCY, OR ANY OTHER KIND OF EMERGENCY OR TIME- SENSITIVE SERVICE. THE SERVICES DO NOT REPLACE EMERGENCY SERVICES PROVIDERS, YOUR PERSONAL HEALTH CARE PROVIDERS, OR OTHER EMERGENCY OR MEDICAL ASSISTANCE. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE SERVICES OR RELY ON THE SERVICES IN ANY WAY FOR EMERGENCY ASSISTANCE.
Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-sublicensable, non-transferable and revocable license to use the Services. You have no other rights in or to the Services or any Content.
If the Content which we make available to you are Applications, you unconditionally acknowledge and agree that you are also subject to any applicable rules applied by Apple Inc. or their successors in title (please refer to the “Usage Rules” set forth in the Apple Terms of Service) and Google Inc. or their successors in the title (please refer to Google Play Terms of Service) from time to time with respect to the use of their App Store and Google Play Store respectively.
The Content may also include comprehensive information regarding Laguna’s Services, partners, resources library, messages, articles, posts, forum postings, news regarding our company, including contact information, logos, button icons, data compilations, links, specialized content, the “look and feel” of the Services, related photographs, illustrations, drawings, animations, and other features obtained from or through the Services.
The Content does not bind Laguna in any form, it is intended for informational purposes only and it is not a substitute for professional medical advice or treatment. Content is provided only as general information, which may or may not be up to date. Even when assessments through the Services are based on clinical protocols, such assessments do not constitute medical care, advice or diagnosis. It is your responsibility to always seek the advice of your physician or other qualified health provider in relation to your health or any questions you may have regarding your health. You should never disregard professional medical advice or delay in seeking medical advice or treatment due to any information provided to you through the Services. Additionally, we do not promise any particular results with regards to your health in connection with your use of the Services.
If you breach of any of these Terms, your license to use and access to the Services will automatically terminate and you must immediately destroy or delete any downloaded or printed Content or materials (and any copies thereof) including Applications for your devices.
Nothing contained on these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Services or any information displayed in the Services, through the use of framing, deep linking or otherwise, except: (a) as expressly permitted by these Terms; or (b) with prior written permission from us.
Your use of the Services and/or the Content is entirely at your own risk.
5. Medical Providers’ Responsibility.
Our Services relate to Users’ medical care received by such Users from their medical providers outside of the platform. We do not own, sell, control, endorse, or sponsor any products, offers, initiatives, treatments or third-party services provided to you by any medical or other third party provider.
Any medical observations, decisions or treatments are the sole and exclusive responsibility and liability of the medical provider or any other professional who is treating your medical condition. It is your responsibility to consult with and update your healthcare professional or other medical supervisor or provider throughout your treatment and to obtain appropriate medical care from such medical supervisor where necessary.
We do not provide any warranties or representations (express or implied) as to the success or effectiveness of any medical advice, treatment or therapy nor do we take any responsibility in relation to the quality of such medical advice, treatment or therapy or the manner in which it is provided to you. Your provider-patient relationship is between you and your applicable healthcare professional or other medical supervisor or provider only, and no such relationship or arrangement exists between you and Laguna.
Without derogating from the generality of the foregoing, we are not liable, nor will we accept responsibility for, any loss or damage related to: (i) any act or omission of any medical or healthcare providers; (ii) actions taken (or not taken) by you, either directly by yourself or by caregivers, relying on the information that was provided to you by medical or healthcare providers; (iii) any expected or unexpected side effects related to any medical advice, treatment, medicine or therapy; or (iv) any outcomes related to the use of the Services.
6. Registration and User Account.
The use of certain Services may require you to create a User account (the “Account”) by completing our electronic registration form. In order to create an Account you acknowledge and agree that you will be required to provide Laguna with certain information, which may consist of personally identifiable information such as, first and last name, email address, and a mobile telephone number, and date of birth. You may also need to provide us with, among others, details of your Medical Record Number or Health Plan Beneficiary Number (medical aid provider, medical aid membership number and medical aid plan if you are a South Africa resident) to the extent your subscription is paid for through another third party. Additionally, Laguna will have access to the information you choose to share with or make accessible to Laguna (such as medical records that you authorize us to obtain through an authorization form). A comprehensive explanation regarding the information that we collect from our Users appears in our Privacy Policy.
You may not have more than one (1) active Account. You must provide accurate and complete information when creating an Account and you agree and undertake to not misrepresent your identity or your Account information. You agree to keep your Account information up to date and accurate. Upon creating an Account, we may send you messages and notifications in relation to your Account and your use of the Services and you hereby agree to receive such messages and notifications.
You may not permit any third party to access or otherwise use your Account without the prior written consent of Laguna. You must notify us immediately of becoming aware of any unauthorized use of your Account and take any other measure required by Laguna. We will not be liable for any loss, damages or claims of any reason whatsoever arising from a third party’s access to your Account, or for any unauthorized use of your Account or any other breach of security.
Notwithstanding the foregoing, you may at your risk grant your designated caregivers access to your Account including to your medical information. Where caregivers are granted access to your account they will be able to fully view your Account as well as your medical information and they will be eligible for coach sessions (with the ability to self-schedule) and chat, dedicated content, and group chats. Caregivers may have the ability to perform some actions on your behalf. Caregivers' access to your medical information is subject to these Terms and our Privacy Policy.
PLEASE NOTE THAT THE DESIGNATION OF A CAREGIVER IS AT YOUR SOLE DISCRETION AND RISK, AND THAT LAGUNA DOES NOT ASSUME AND HEREBY DISCLAIMS ANY LIABILITY WITH RESPECT TO CAREGIVERS’ ACTIONS THROUGH THE APPLICATIONS OR SERVICES.
You are solely and fully responsible for maintaining the confidentiality of your information on the Account and for all activities that occur on or under your Account. Canceling your Account may result in the loss of certain information you provided us or otherwise uploaded to the Account. We do not accept any liability for such loss.
You may delete your Account at any time by sending a written request to connect@lagunahealth.com, provided that we may retain certain information as required to comply with our legal obligations under applicable laws, to resolve disputes, to enforce our agreements, or otherwise as detailed in our Privacy Policy.
7. Caregivers
Caregivers who are were granted access to the Applications are subject to and bound by these Terms. Caregivers represent and warrant that (i) they are duly permitted to perform as caregivers in accordance with any applicable law; (ii) they were explicitly appointed by the User as caregivers; (iii) their use of the Applications is solely in their capacity as caregivers and for the sole purpose of providing the User help and assistance to use the Services; (iv) once they cease to perform as the User's caregivers they will promptly notify Laguna of such termination, immediately cease using the Applications and Sites and remove their access to any User related information which is accessible through the Services or any part thereof; (v) their use of the Applications is subject to these Terms and our Privacy Policy.
Caregivers' access to the Applications or to User's information may be terminated by the User at the User’s sole discretion. Caregivers' access will also be terminated in the event of termination or expiration of User's use of the Services.
In the event of termination of caregiver's appointment, User must notify Laguna of the termination, and Laguna will subsequently revoke such caregiver's access to the Applications and the User's Personal Information. Upon such termination, all caregiver’s information may be permanently deleted from the Applications.
8. Subscriptions, Payments and Cancellations.
We may provide access to the Services under a subscription (“Subscription”). Each Subscription and the rights and privileges provided therein is personal and non-transferable. We may offer Subscriptions subject to fees (each a “Paid Subscription”).
If we offer Paid Subscriptions, you agree to pay any fees applicable to your use of the Services, including but not limited to charges applicable to your care and treatment and any other purchases made thereby. We may suspend or terminate your access to the Services if your offered payment method (e.g., credit card) cannot be processed. By providing a payment method, you expressly authorize us and/or our third-party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto, all of which depend on the Services you utilize and/or purchase. Except as otherwise specified in these Terms or on the Services (a) fees are quoted and payable in United States dollars, and (b) payment obligations are non-cancelable, and fees paid are non-refundable You agree that we may charge any unpaid amounts to your provided payment method and/or send you a bill for such unpaid fees.
Paid Subscriptions may contain automatic renewal terms. You agree that in this case, you will be charged the fee you agreed to (depending on your particular Subscription) for the length of time you agreed to, and that your Subscription will automatically renew on those same terms until you cancel at any time by emailing connect@lagunahealth.com or through your Account settings page. You authorize us to charge your card now and upon each renewal; you agree that a cancellation will be effective on the next renewal date of your Subscription following your notice of cancellation; and you have read and agree to our Privacy Policy.
9. Unauthorized Activities.
There is certain conduct that is strictly prohibited when using the Services. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at Laguna’s sole discretion) in the termination of your use of the Content and/or Services and may also expose you to civil and/or criminal liability.Unless otherwise explicitly permitted under these Terms or in writing by Laguna, you may not, and you may not permit anyone to:
This list of prohibitions provides examples and is not complete or exclusive. Laguna reserves the right to (i) terminate access to your Account, your ability to use the Services and (ii) refuse, delete or remove any User Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that Laguna determines is inappropriate or disruptive to these Services or to any other user of these Services. LAGUNA MAY REPORT TO LAW ENFORCEMENT AUTHORITIES ANY ACTIONS THAT MAY BE ILLEGAL, AND ANY REPORTS IT RECEIVES OF SUCH CONDUCT. WHEN LEGALLY REQUIRED OR AT LAGUNA’S DISCRETION, LAGUNA WILL COOPERATE WITH LAW ENFORCEMENT AGENCIES IN ANY INVESTIGATION OF ALLEGED ILLEGAL ACTIVITY THROUGH THE USE OF THESE SERVICES.
10. User Submissions.
If and to the extent that we elect to accept User generated material, you, either directly by yourself or by caregivers, may have the opportunity to upload, transmit, submit, or otherwise post internal communications within the Services, and/or reviews, ratings, comments, Feedback (defined below) or other materials on the Services (and including any information you submit to us), collectively “User Submissions.” With respect to User Submissions provided by you, you represent that (i) you created and own the rights to such content, or you have the necessary rights to post or upload such content, and (ii) the submission does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks or privacy rights) or violate any applicable laws, rules or regulations, these Terms or any of our other posted policies.
We do not claim ownership to User Submissions. However, by providing, uploading or posting User Submissions, you hereby grant to Laguna a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your User Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use the User Submissions for the purposes of providing the Services to you. We may modify or adapt your User Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any User Submissions posted by you to or through these Services. Laguna agrees to use any personal information contained in any of your User Submissions in accordance with Laguna’s Privacy Policy and the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), to the extent applicable.
You acknowledge and agree that Laguna may compile and aggregate User Submissions and to the extent necessary, you hereby grant Laguna a royalty-free, nonexclusive, irrevocable, right and license (with the right to sublicense through multiple tiers) to develop Aggregated Data from your use of the Services. “Aggregated Data” means Laguna’s combination in an aggregated and de-identified basis of statistical usage data and User Submissions that are received, gathered and/or aggregated from or on behalf of Users, to permit data analyses for the purposes of quality assurance and control of the Services, marketing, improvement of Laguna’s products and services, for benchmarking purposes, to provide customized services or technologies, and/or for any other lawful purpose by Laguna, its affiliates, licensors, partners and designated agents (provided is on a de-identified, aggregated and non-attributed basis without the possibility of re-identification).
We may refuse, alter, or remove a User Submission without notice for any reason at our reasonable discretion, including our belief that a User Submission may violate these Terms or be otherwise objectionable. If and to the extent that we elect to accept User Submission, we have the right, but not the obligation, to monitor, review, screen, post, remove, reject, modify and store all User Submission posted on the Services, at any time and for any reason, without notice, including to ensure that all such User Submission complies with these Terms. We take no responsibility and assume no liability for any User Submission that you or any other user or third-party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.
To the extent you provide any feedback, comments, or suggestions to Laguna, whether requested by Laguna using surveys, polls or otherwise, or provided independently by you (“Feedback”), Laguna shall have an exclusive, royalty-free, fully paid, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of Laguna’s current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Laguna to comply with any additional obligations with respect to any Laguna current or future products, technologies, or services that incorporate any Feedback.
You are discouraged from posting information in public areas of the Services (if and when applicable) that may identify you or allow strangers to find you or to steal your identity. You assume all risks associated with uploading or posting information on the Services, and to the extent that the law permits, you release us from any claims or liability related to any User Submission posted, submitted or uploaded on the Services and from any claims related to the conduct of any other users or third parties.
If you are a California resident, you waive California Civil Code § 1542, which says: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
11. Intellectual Property Rights.
The Services and the Content included therein, and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents, and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names, and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to Laguna and are protected by applicable patent, copyright, trade secret, and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by Laguna and its licensors. All rights in and to the Content available on the Services are reserved to Laguna or its licensors.
Laguna’s marks and logos and all other proprietary identifiers used by Laguna in connection with the Services (“Laguna’s Trademarks”) are all trademarks and/or trade names of Laguna, whether or not registered. All other trademarks, service marks, trade names, and logos which may appear on the Site or Services belong to their respective owners (“Third Party Marks”). No right, license, or interest to Laguna’s Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
The Terms do not convey to you an interest in or to Laguna’s Intellectual Property but only a limited revocable right to remotely access our Services in accordance with the Terms. Nothing in the Terms constitutes a waiver of Laguna’s Intellectual Property under any law.
Notification of Infringement. We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing any content that violates intellectual property rights of others, suspending access to these Services (or any portion thereof) to any user who uses these Services in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the Account of any User who uses these Services in violation of someone’s intellectual property rights. If you believe your copyright or other intellectual property right is being infringed by a User of these Services, please provide written notice to connect@lagunahealth.com.
12. Linking to Laguna’s Site and Links to Third-Party Resources.
We welcome links to any page on our Site. You are free to establish a hypertext link to the Site so long as the link does not state or imply any connection or approval of your website, products and/or services by Laguna and does not portray Laguna in a false or otherwise offensive manner. You may not link to our Site from a site that you do not own or have permission to use. In the event that you link to Laguna’s Site you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.
Certain links provided herein permit our Users to leave the Services and enter non-Laguna sites or services. Those linked sites and services are provided solely as a convenience to you. These linked sites and services are not under the control of Laguna and it is not responsible for the availability of such external sites or services, and does not endorse and is not responsible or liable for any content including but not limited to content advertising, products or other information on or available from such linked sites and services or any link contained in linked sites or service. In addition, Laguna is not responsible or liable for such linked sites and services’ privacy practices and/or any other practices. Your access to, use of and reliance upon any such sites, services and content and your dealings with such third parties are at your sole risk and expense. Laguna reserves the right to terminate any link at any time. You further acknowledge and agree that Laguna shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with use of or reliance on any services, content, products or other materials available on or through such linked sites or resources. Most of such linked sites and services provide legal documents, including terms of use and privacy policy, governing the use thereof. It is always advisable and we encourage you to read such documents carefully before using those sites and services, inter alia, in order to know what kind of information about you is being collected.
13. Disclaimers.
THE SERVICES ARE PROVIDED ON AN “AS IS,” “WHERE AVAILABLE” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAGUNA DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE SERVICES (INCLUDING ANY PAID OR SUBSCRIPTION SERVICES), CONTENT, APPLICATION, SITE, AND THIRD-PARTY MATERIALS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, NON-INFRINGEMENT, DATA ACCURACY AND TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LAGUNA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, LAGUNA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT LAGUNA DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
FURTHER, LAGUNA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICES, AND LAGUNA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, INCLUDING ANY INTERACTION YOU MAY HAVE WITH A CAREGIVER APPOINTED BY YOU.
Federal law, some states, provinces, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights that vary from state to state. The disclaimers and exclusions under this Agreement will apply to the extent permitted by applicable law. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Laguna and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers, and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns. For the avoidance of doubt, it is hereby clarified that the term “Affiliated Entities” shall not include the medical providers. We are not responsible and have no liability for any item, service or treatment provided to you by any medical providers or third parties.
14. Limitation of Liability.
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL LAGUNA, INCLUDING THE AFFILIATED ENTITIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, FROM THE PERFORMANCE OR FAILURE OF LAGUNA TO PERFORM UNDER THESE TERMS, OR ANY OTHER ACT OR OMISSION OF LAGUNA OR AFFILIATED ENTITIES BY ANY OTHER CAUSE WHATSOEVER (WHETHER BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY), REGARDLESS OF WHETHER LAGUNA OR AFFILIATED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In any case, without limiting the generality of the foregoing and to the maximum extent legally permissible, Laguna and Affiliated Entities’ total aggregate liability for all damages or losses whatsoever arising hereunder or in connection with your use or inability to use the Content and/or Services shall be limited to the amount actually paid by you, if any, to Laguna for the use of our Services or $US1.00, whichever is greater. You will not, and hereby waive any right to, seek to recover any other damages, including consequential, lost profits, special, indirect, or incidental damages from Laguna and from Affiliated Entities.
Inasmuch as some jurisdictions do not allow the exclusions or limitations as set forth herein, the full extent of the above exclusions and limitations may not apply.
15. Indemnification.
You agree to defend, indemnify and hold harmless Laguna, including the Affiliated Entities from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Content and/or Services; (ii) your violation of any of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of our Services and/or your User Submissions; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to indemnification by you without first obtaining our prior express written approval.
16. Termination.
At any time, we may suspend or terminate your Account if we believe, in our sole discretion, that one or more of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of Laguna, its users, or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; and/or (f) we are required to suspend or terminate your Account by law.
If you object to any term hereof, as may be amended from time to time, or become dissatisfied with our Services, you may terminate these Terms at any time by stopping your use thereof and asking us to delete your Account by contacting us at connect@lagunahealth.com and this will be your sole remedy in such circumstances.
Upon termination of your Account (including but not limited due to your failure to comply with the Terms) and/or termination of the Services’ operation: (i) the license and all other rights granted to you hereunder will automatically terminate, and (ii) you must immediately cease all use of the Services.
The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and General sections will survive the termination of the Terms.
17. Dispute Resolution and Arbitration; Class Action Waiver.
Please read this carefully. If you are a resident of the United States of America, this affects Your rights. Otherwise, this Section applies to the extent applicable in your jurisdiction.
These Terms will be subject to and construed in accordance with the laws of the State of Delaware, United States of America, excluding its rules regarding conflicts of law. You agree that any claim or dispute You may have against Laguna must be resolved exclusively by a state or federal court located in the State of Delaware, except as prohibited by law, as otherwise agreed by the parties or as described in the Arbitration subsection below. You agree to submit to the personal jurisdiction of the courts located in Wilmington, Delaware for the purpose of litigating all such claims or disputes.
Both parties agree to resolve any disputes through final and binding arbitration as detailed herein. Before filing a claim, both parties agree to try to resolve the dispute informally and undertake to make reasonable efforts to contact each other to resolve any claim before taking any formal action. If a dispute is not resolved within 15 days after the first notification of dispute is sent, each party may initiate an arbitration proceeding as described below. The parties hereby agree to pursue an arbitration proceeding in order to resolve the dispute quickly and efficiently and take action to minimize the costs imposed on the parties.
Any dispute arising from or relating to the subject matter of these Agreements shall be finally settled by binding arbitration in Delaware in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the arbitration provisions, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS. YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ACTIONS, CLASS ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED. THE TERMS IN THIS SECTION ARE VALID ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
18. California Consumer Notice.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site is provided by Laguna Health Inc, 100 Park Avenue, New York, NY 10017, USA. If You have a question or complaint regarding the Services, please contact our Customer Service at connect@lagunahealth.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
19. Communications
The parties agree that all correspondence relating to these Terms shall be written in the English language, and you consent to receive communications from Laguna in an electronic form; and agree that all terms, agreements, notices, disclosures, and other communications that Laguna provides to you electronically via e-mail satisfy any legal requirement that such communications would satisfy if it were to be in a physical writing. In the event that the e-mail address you provided to Laguna is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Laguna’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
You may also choose to register to receive communications via text, Short Message Service (SMS), or Multimedia Messaging Service (MMS) with Laguna or through a customer of Laguna which has obtained your lawful consent to receive communications via text, SMS or MMS. By registering to receive text/SMS/MMS communications (i) you represent that you are authorized to enroll the designated mobile phone number in the SMS/MMS communications, and to incur any mobile message or data charges that may be incurred by participating in the SMS/MMS communications; and (ii) you expressly consent and agree to accept and receive text message communications from Laguna, as further described herein. The information in any message may be subject to certain time lags and/or delays. Laguna is not responsible for incomplete, lost, late, or misdirected messages, including (but not limited to) undelivered messages resulting from any form of filtering by your mobile carrier or service provider or otherwise. Additionally, you agree and understand that if you choose not to register to receive SMS/MMS communications some of the features or services of the Services may be non-functional or unavailable. You may opt-out of receiving any future text messages from Laguna at any time by either replying to a text message with the keyword “STOP”. If you opt-out you agree to receive a final text message confirming your opt-out.
20. General.
These Terms constitute the entire terms and conditions between you and Laguna relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Laguna. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. You acknowledge and agree that any cause of action that you may have, arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. If any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein. You may not assign or transfer these Terms including all rights and obligations hereunder without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification. No amendment hereof will be binding unless in writing and signed by Laguna.
21. Contact Us.
If you have any questions or concerns regarding the Terms, please email us at connect@lagunahealth.com.
