Beacon Terms of Use Agreement
Last Updated: April 6, 2026
Welcome and thank you for your interest in Heyday Health, Inc. (“Company,” “we,” “us,” or “our”). This Terms of Use Agreement (“Terms of Use,” and together with any applicable Supplemental Terms (as defined in Section 1.3), the “Agreement”) describes the terms and conditions that apply to your use of (i) the Beacon care navigation application, including its iOS, Android, and web versions (the “Application”), (ii) the websites located at www.beaconhealthapp.com, www.heydayhealth.com, and their subdomains (collectively, the “Website”), and (iii) the products, services, content, and other resources available on or enabled via our Website or the Application (collectively, with our Application and Website, the “Service”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE, OR USING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.
SECTION 13 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 13 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 13 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 13 CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 13.10: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
1. Use of the Service
The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright and patent) laws. Unless subject to a separate license agreement between you and Company, your right to access and use the Service, in whole or in part, is subject to this Agreement.
1.1 Application License
Subject to your compliance with this Agreement, Company grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Application solely for your own personal purposes.
1.2 Supplemental Terms
Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.
1.3 Updates
You understand that the Service is evolving. You acknowledge and agree that Company may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update, or other addition to the Service shall be subject to this Agreement.
2. Registration
2.1 Registering Your Account
In order to access certain features of the Service, you may be required to register an account on the Service (“Account”). Account registration and authentication may be facilitated through third-party authentication providers.
2.2 Registration Data
In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
2.3 Your Account
Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Company. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Company immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete, or not current, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete, or not current, Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (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. You shall not have more than one Account at any given time. Company reserves the right to remove or reclaim any usernames at any time and for any reason. You agree not to create an Account or use the Service if you have been previously removed by Company, or if you have been previously banned from any of the Service.
3. Our Service Does Not Provide Medical Advice
The information, data, text, photographs, graphics, video, and other materials accessible through the Service (collectively, “Content”), including any content generated by artificial intelligence features such as the Beacon care navigator chatbot, are solely intended for informational and educational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment.
Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read, heard, or received through the Service.
If you think you may have a medical emergency, call your doctor or 911 immediately. The Company does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned through the Service. Reliance on any information provided by the Company, the Beacon care navigator, or others appearing through the Service is solely at your own risk. No doctor-patient or other professional medical relationship is or will be created between you and the Company.
4. Artificial Intelligence Features and Limitations
4.1 Nature of AI-Generated Content
The Service includes artificial intelligence-powered features, including the Beacon care navigator chatbot, which generates responses based on information you provide and general health knowledge. AI-generated content is produced by machine learning models provided by third-party AI platforms (such as Anthropic) and is not reviewed by a medical professional before being presented to you.
4.2 Limitations of AI-Generated Content
You acknowledge and agree that AI-generated content may be inaccurate, incomplete, or outdated. AI-generated content does not constitute medical advice, diagnosis, or treatment recommendations. The Company makes no warranty or representation regarding the accuracy, completeness, reliability, or suitability of any AI-generated content for any particular purpose. You are solely responsible for any decisions you make based on AI-generated content and should always verify such content with a qualified healthcare professional.
4.3 Third-Party AI Processing
You acknowledge that your interactions with AI-powered features of the Service, including messages you send to the care navigator chatbot and health record content you submit for analysis, may be transmitted to and processed by third-party AI platforms in order to generate responses. Such processing is subject to our Privacy Policy and any applicable data processing agreements with such third-party providers.
5. Health Record Data
5.1 Your Health Records
The Service may allow you to upload, import, or synchronize medical records and health-related documents from third-party health record services (such as Fasten Health) or by direct upload (“Health Record Data”). You represent and warrant that you have the right to provide such Health Record Data to the Service and that the provision of such data does not violate any applicable law or the rights of any third party.
5.2 Ownership of Health Record Data
As between you and Company, you retain ownership of your Health Record Data. By providing Health Record Data to the Service, you grant Company a limited, non-exclusive license to use, process, store, and display such data solely for the purpose of providing and improving the Service to you, in accordance with our Privacy Policy.
5.3 Accuracy of Health Record Data
Company does not verify the accuracy, completeness, or currency of any Health Record Data you provide. You are solely responsible for ensuring that your Health Record Data is accurate and up to date. Company shall not be liable for any errors, omissions, or inaccuracies in your Health Record Data or in any content generated by the Service based on such data.
5.4 Deletion of Health Record Data
Upon termination of your Account or upon your written request, Company will delete your Health Record Data from its active databases in accordance with its data retention policies and applicable law. You acknowledge that copies of your Health Record Data may persist in backup systems for a reasonable period and that Company may retain de-identified or aggregated data derived from your Health Record Data as permitted by applicable law and our Privacy Policy.
6. Appointment Recording and Transcription
6.1 Your Responsibility
The Service may include features that allow you to record audio of medical appointments and generate transcriptions of such recordings. You are solely responsible for complying with all applicable federal, state, and local laws regarding the recording of conversations, including obtaining any required consent from all parties to a recorded conversation before using the recording features of the Service. Company is not responsible for your failure to obtain required consent.
6.2 No Review by Company
Company does not monitor, review, or verify the content of your appointment recordings or transcriptions. Transcriptions are generated by automated systems and may contain errors, omissions, or inaccuracies. You should not rely on transcriptions as a complete or accurate record of any medical appointment.
7. Ownership
7.1 The Service
You agree that Company and its suppliers or licensors own all rights, title, and interest in the Service. You shall not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Service.
7.2 Feedback
You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Company’s business.
7.3 License to Your Content
Subject to any applicable account settings that you select, you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display any Content you upload, provide, distribute, or otherwise make available (“Make Available”) to the Company (“Your Content”) for the purposes of: (i) operating and providing the Service to you; and (ii) improving and marketing the Company’s products and services; provided, that, any such use contemplated in this subpart (ii) shall be on an aggregated and anonymized basis and not linked to your personal information. You agree that you, not Company, are responsible for all of Your Content that you Make Available on or through the Service.
8. User Conduct and Restrictions
As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to:
(i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Service or any portion of the Service;
(ii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service;
(iii) use any metatags or other “hidden text” using Company’s name or trademarks;
(iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law;
(v) use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, data mining tools, or the like) to scrape or download data from the Service;
(vi) remove or destroy any copyright notices or other proprietary markings contained on or in the Service;
(vii) impersonate any person or entity, including any employee or representative of Company;
(viii) interfere with or attempt to interfere with the proper functioning of the Service, including by means of overloading, flooding, spamming, or crashing the Service;
(ix) upload, transmit, or distribute any Content that is unlawful, tortious, violent, threatening, or promotes violence, illegal activities, or harmful activities; or
(x) use the Service to upload, store, or transmit health records or other personal information of any third party without that third party’s express consent.
Any unauthorized use of the Service terminates the licenses granted by Company pursuant to this Agreement.
9. Third-Party Services
The Service may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), and integrations with third-party services, including health record services, AI platforms, and authentication providers (collectively, “Third-Party Services”). Such Third-Party Services are not under the control of Company. Company is not responsible for any Third-Party Services. Company provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all Third-Party Services at your own risk. When you leave our Service, 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 Services.
10. Fees and Payment
10.1 Fees
Certain features of the Service may be offered on a free or paid basis. You shall pay all fees or charges with respect to those products and services offered by the Company (“Fees”) to your Account in accordance with the fees, charges, and billing terms in effect at the time a Fee is due and payable. Company reserves the right at any time to change its prices and billing methods in its sole discretion. Except as set forth in this Agreement, all Fees for the Service are non-refundable.
10.2 Payment Processing
Payments are processed through third-party payment processors. By providing payment information, you agree that Company and its payment processors are authorized to process your payment in accordance with applicable terms. You shall immediately notify Company of any change in your payment information.
10.3 Taxes
The Fees do not include any applicable taxes. If Company determines it has a legal obligation to collect taxes from you in connection with this Agreement, Company shall collect such taxes in addition to the Fees. You shall be responsible for the payment of any applicable taxes and any related penalties or interest to the relevant tax authority.
11. Indemnification
You shall indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company 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: (i) your violation of this Agreement; (ii) your violation of any rights of another party, including any user; (iii) your violation of any applicable laws, rules, or regulations; or (iv) your use of any appointment recording or transcription features in violation of applicable recording consent laws. Company 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 Company in asserting any available defenses. This provision does not require you to indemnify any of the Company 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 Service. You agree that the provisions in this section will survive any termination of your Account, this Agreement, and/or your access to the Service.
12. Disclaimer of Warranties
12.1 As Is
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE.
12.2 No Warranty
THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE (INCLUDING AI-GENERATED CONTENT, HEALTH RECORD SUMMARIES, AND APPOINTMENT TRANSCRIPTIONS) WILL BE ACCURATE OR RELIABLE; OR (4) ANY AI-GENERATED CONTENT WILL BE FREE OF ERRORS, HALLUCINATIONS, OR OMISSIONS.
12.3 Downloaded Content
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
12.4 Not a Medical or Emergency Service
YOU ACKNOWLEDGE THAT THE SERVICE (INCLUDING WITHOUT LIMITATION THE CARE NAVIGATOR CHATBOT, APPOINTMENT RECORDING FEATURES, AND ANY MESSAGING SERVICE) IS NOT INTENDED AS A MEDICAL OR EMERGENCY NOTIFICATION SERVICE. YOU ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED AS A SUBSTITUTE FOR SEEKING AND OBTAINING YOUR OWN MEDICAL CARE. THE COMPANY CANNOT AND DOES NOT GUARANTEE THAT USERS OF THE SERVICE WILL RECEIVE NOTIFICATIONS IN ANY GIVEN TIMEFRAME OR AT ALL.
12.5 No Liability for Third Parties
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE, INCLUDING THIRD-PARTY AI PLATFORMS, HEALTH RECORD SERVICES, AND AUTHENTICATION PROVIDERS. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES.
13. Limitation of Liability
13.1 Disclaimer of Certain Damages
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, ON ANY THEORY OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
13.2 Cap on Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO COMPANY BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100; OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.
13.3 Exclusion of Damages
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
13.4 Basis of the Bargain
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
14. Term and Termination
14.1 Term
The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above) and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.
14.2 Termination by Company
If you have materially breached any provision of this Agreement, or if Company is required to do so by law, Company has the right to, immediately and without notice, suspend or terminate any Service provided to you. Company reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your Account.
14.3 Termination by You
If you want to terminate this Agreement, you may do so by (i) notifying Company at any time and (ii) closing your Account for the Service. Your notice should be sent, in writing, to Company’s address set forth below.
14.4 Effect of Termination
Upon termination of the Service, your right to use the Service will automatically terminate. Company will delete Your Content and Health Record Data associated with your Account from our active databases in accordance with our data retention policies and applicable law, subject to any legal obligations to retain certain data. If we terminate your Account for cause, we may also bar your further use of or access to the Service. Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
14.5 No Subsequent Registration
If this Agreement is terminated for cause by Company or if your Account or ability to access the Service is discontinued by Company due to your violation of any portion of this Agreement, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.
15. International Users
The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. The Service is controlled and offered by Company from its facilities in the United States of America. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.
16. Arbitration Agreement
Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
16.1 Applicability
Subject to the terms of this Arbitration Agreement, you and Company agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service, 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 by binding arbitration, rather than in court, except that: (i) you and Company may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights.
16.2 Informal Dispute Resolution
You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost, and mutually beneficial outcome. Before either party commences arbitration against the other (or initiates an action in small claims court), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon. Notice to Company should be sent by email to privacy@heydayhealth.com or by regular mail to 1 Mifflin Place, Suite 400, Cambridge MA 02138. Engaging in the Informal Dispute Resolution Conference is a condition precedent that must be fulfilled before commencing arbitration.
16.3 Waiver of Jury Trial
YOU AND COMPANY 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 Company are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
16.4 Waiver of Class and Other Non-Individualized Relief
YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.
16.5 Rules and Forum
This Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement. If the Informal Dispute Resolution process does not resolve satisfactorily within sixty (60) days after receipt of your Notice, either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules then in effect, except as modified by this section. Unless you and Company otherwise agree, the arbitration will be conducted in the county where you reside.
16.6 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 the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
16.7 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 was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
16.8 Batch Arbitration
To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event that there are one hundred (100) or more individual arbitration requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period, the AAA shall: (1) administer the arbitration demands in batches of 100 requests per batch; (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, or mass arbitration or action of any kind.
16.10 Invalidity; Expiration
If any part of this Arbitration Agreement is found under the law to be invalid or unenforceable, then such specific part 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. You further agree that any Dispute must be initiated via arbitration within the applicable statute of limitation for that claim, or it will be forever time barred.
17. SMS/MMS Mobile Messaging
You may have the opportunity to provide us with your telephone number when you create an Account. By providing your telephone number to us, you consent to receiving texts from Heyday Health. Communications may include support or assistance messages, care navigation notifications, and appointment reminders. We do not charge for these messages, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier. You may opt out at any time by replying STOP to any message you receive. Text messaging originator opt-in data and consent will not be shared with any third parties.
18. General Provisions
18.1 Communications
The communications between you and Company may take place via electronic means. For contractual purposes, you (i) consent to receive communications from Company in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company electronically provides to you satisfy any legal requirement that such communications would satisfy if they were in writing.
18.2 Assignment
The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent. Company may, without your consent, freely assign and transfer this Agreement. Any attempted assignment in violation of the foregoing will be null and void.
18.3 Force Majeure
Company 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, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
18.4 Consumer Complaints
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
18.5 Agreement Updates
When changes are made, Company will make a new copy of this Terms of Use available on the Service, and we will also update the “Last Updated” date at the top of this Agreement. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.
18.6 Exclusive Venue
To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in the State of Delaware.
18.7 Governing Law
THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
18.8 Notice
Where Company requires that you provide an email address, you are responsible for providing Company with a valid and current email address. In the event that the email address you provide to Company is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Company’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following address: 1 Mifflin Place, Suite 400, Cambridge MA 02138. Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail.
18.9 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.
18.10 Severability
If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
18.11 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.
Contact Information
Heyday Health, Inc.
Email: privacy@heydayhealth.com
1 Mifflin Place, Suite 400, Cambridge MA 02138