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Terms and conditions

 

Last Updated: 13 MAY, 2024

 

These Terms of Service (the “Terms” or “Agreement”) govern your use of the Service(s) and Sites (as defined below) and constitutes your consent to this Agreement with Vira Health, Inc., and related entities (collectively, “We” or “Our” or “Us” or “Vira Health”). 

 

Vira Health manages Stella, a digital platform for menopausal women. We understand that menopause can be a complex time and the experience is different for everyone, so we have built a wellness app (Stella), and an online menopause assessment (“Stella+” or “StellaPlus”). You understand that any medical or telehealth services are provided by U.S. licensed medical providers, including contracted healthcare entities who are employed or contracted with independently owned and operated medical practices. Vira Health does not provide medical advice or care, own or operate the medical practices or pharmacies users may access through our platform, or in any way supervise or control the clinicians or pharmacists who provide services through these independent entities.

VIRA HEALTH, INC. IS NOT ITSELF A HEALTHCARE PROVIDER

You understand that the Services (as defined below) are not to be used in connection with medical emergencies. If you are experiencing a medical crisis, please call 9-1-1 or contact your local emergency assistance services immediately. If you are not feeling well, please contact your primary care physician.

 

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH IN SECTION 20 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OR CLASS ACTIONS OF ANY KIND.

 

This Agreement between you and Vira Health concerns your use of (including any access to) the Stella website currently located at https://us.onstella.com/ and any web based or/and any mobile applications including any subdomains, including your user account and successor site(s) thereto, (collectively, the “Sites”). By accessing the Sites, you accept and agree to be bound by this Agreement, as well as our Privacy Policy. 

 

PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND VIRA HEALTH. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OR ACCESS THE SITES AND SERVICES.

 

Vira Health offers content and services through the Sites (collectively, the “Service(s)”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Vira Health through the Services, or otherwise made available to you by Vira Health (“Additional Terms”). 

 

Please review our Privacy Notice, which describes how we collect, use, and disclose your personal information.

 

If you are a physician or other health care provider, your use of the Sites and Services is subject to the agreement between your institution and Vira Health.

 

Please note that the Services may identify or make available products or services (which may include healthcare services or prescription drugs) of certain third-party healthcare providers. Such products or services are considered Third-Party Materials. Vira Health, Inc., itself is not a healthcare provider and is not responsible for any such Third-Party Materials.

 

BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE (OR THE AGE OF MAJORITY).

 

1. Changes

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by publishing a revised Agreement on the Sites. Any such changes will not apply to any dispute between you and us arising prior to the date on which we published the revised Agreement incorporating such changes or otherwise notified you of such changes.

 

Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links) or charge, modify, or waive any fees required to use the Services.

 

2. Jurisdiction

The Services are controlled and/or operated from the United States and are not intended to subject Vira Health to any non-U.S. jurisdiction or law. The Sites is directed only to residents of the United States. The Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the availability of the Services at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.

 

3.Services

We offer various Services to our users that are sold or offered by Vira Health or its third-party providers, including, but not limited to, healthcare providers, pharmacies and/or other vendors. 

From time to time, we may modify or update the descriptions of our Services contained in this Section or elsewhere on the Sites. We also reserve the right at any time to discontinue a Service (or any part thereof). You agree and understand that we shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of a Service.

Our Services are currently available only to individuals who are located in the United States and who are at least eighteen (18) years of age or older (or at least the age of majority in their jurisdiction of residence). 

 

  • You understand that the Services are not a substitute for the treatment or advice of your primary care physician, in-person physician, other medical provider, or any other qualified healthcare professional.
  • You understand that you should never delay seeking advice from your primary care physician or any other health professionals due to any diagnosis, advice, or other information provided (or the omission of any such information) by Vira Health, the Sites, or Services, or a healthcare provider through Vira Health, the Sites, or Services.
  • The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions.
  • In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Services.

 

As further described below, our Services may include: (i) healthcare services provided by licensed and qualified third-party healthcare providers; (ii) prescription fulfillment services by pharmacies (iii) wellness plans.

 

  •      Healthcare Services and online menopause assessment: STELLA+

 

Vira Health provides an online menopause assessment, which has been designed by clinicians. Vira Health does not engage in the practice of medicine and does not provide any healthcare services; however, we may facilitate access to independent, third party qualified healthcare professionals “Third Party Clinicians”.  If you engage in a telehealth consultation with a Third Party Clinician, you may be entering into a physician-patient relationship or other provider-patient relationship with the Third Party Clinicians who provide services to you.  You understand that telehealth and telemedicine services may not be a substitute for in-person care in all cases, and the Third Party Clinicians may need to refer you to other service providers. By using the Services, you understand and agree that you are not establishing a doctor-patient relationship with Vira Health (or any other similar provider-patient relationship with us) by using the Service.

 

Your completed assessment will be shared with the Third Party Clinicians for review. If a Third Party Clinician notifies us that you are eligible for an online appointment with a Third Party Clinician, we will notify you and facilitate the booking of the appointment for you. The Third Party Clinicians will also determine if a prescription medication is appropriate for you, such as menopausal hormone therapy (MHT). It is entirely your decision to fill this prescription and commence a course of treatment. 

Before receiving telehealth or telemedicine services, you will be required to review and provide informed consent in order to use such Services.  See the tele-health consent here.  You agree that Vira Health is a third-party beneficiary of such consent and has the right to enforce it against you.

You understand and agree that the Third Party Clinicians are solely responsible for the medical care and treatment that they provide to you. Vira Health is not responsible for their acts, omissions or for any content of the communications made by them. 

If you have a teleconsultation with a Third Party Clinician through the Services, you understand and agree that you are providing your personal health information to, and receiving advice and prescriptions from such Third Party Clinician, and not Vira Health. Third Party Clinicians may be governed by federal or applicable State privacy rules that may not be applicable to Vira Health. Please review the Third Party Clinician’s applicable privacy policies for more information about the processing of your personal data. ‍

 

VIRA HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, SUITABILITY, RELIABILITY OR TIMELINESS OF THE DIAGNOSIS AND/OR TREATMENT PROVIDED BY ANY THIRD PARTY CLINICIAN. 

  • Prescription Ordering  ‍

We will ask you to provide your preferred pharmacy when you are setting up your account. If a Third Party Clinician determines that a prescription is appropriate for you, they will then place an order for the prescription with them directly. Vira Health does not recommend or endorse any specific prescription drug, laboratory or pharmacy. By accepting these Terms of Service, you acknowledge and accept that Vira Health is not a pharmacy.

 

VIRA HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, OR TIMELINESS OF THE PHARMACIES, OR THE PRESCRIPTION PRODUCTS AND IS NOT RESPONSIBLE FOR ANY OF THE SERVICES PROVIDED BY THE PHARMACIES. 

  • Wellness information: STELLA App

Vira Health provides wellness content through a mobile application called Stella. It is a digital wellness app focused on the central pain points of menopause. 

 

It is not intended to provide healthcare, nor should the Service be considered medical advice. We cannot answer any medical queries either through the mobile application.

 

Downloading the Stella App is not required to use the other Services as outlined above. 

 

4. Input Data

During your use of the Sites, you may provide to Vira Health certain information in connection with the Services (“Input Data”). By providing this Input Data in connection with your use of the Sites, you represent and warrant that you have all rights, consents and licenses necessary to transmit and provide access to such Input Data to Vira Health and to permit Vira Health to use such Input Data as contemplated herein, including in connection with the provision of the Services by or on behalf of Vira Health and that use of the Input Data by Vira Health as contemplated herein does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or other rights of any third party, or violate any applicable law. You further represent and warrant that all Input Data is and will remain accurate and complete and that you will maintain and update such information as needed.

 

You grant Vira Health a non-exclusive, worldwide, royalty-free, transferable, irrevocable, sublicensable (through multiple tiers), fully paid up right and license to use, reproduce, modify and otherwise exploit the Input Data for the following purposes:

  • to provide the Services to you and to operate the Sites in connection with your authorized use, including receiving and transferring Input Data from and to third parties such as Third Party Clinicians; and
  • to maintain, support, enhance and improve the Sites and the Services, including by performing analytics and analyzing, generating and extracting usage data, and such right to maintain, support, enhance and improve the Sites and the Services will be perpetual and irrevocable, and shall survive the termination of these Terms.

 

You also acknowledge and agree that Vira Health may use de-identified Input Data for any lawful purpose.

 

You may provide suggestions, comments, and feedback to Vira Health regarding the Sites and the Services, including but not limited to, usability, feature requests or enhancement, content, performance, operation, output, bug reports and test results (the “Feedback”). You agree that Vira Health may use, disclose, reproduce, analyze and otherwise exploit the Feedback for any lawful purpose, including to improve and develop the Sites and the Services, without any obligation to you.

 

Vira Health maintains commercially reasonable administrative, technical and organizational measures and procedures designed to ensure a level of security appropriate to protect Input Data in Vira Health’s possession or under its control, against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access. Please note, however, that no method of transmission over the Internet or method of electronic storage is 100% secure. Your submission of Input Data through the Services is governed by Vira Health’s Privacy Notice, located at https://us.onstella.com/privacy-policy/  (the “Privacy Notice”).

 

5. Consent to Communications; Acknowledgments
  • By entering into this Agreement you agree to receive communications, including electronic communications from Vira Health, which may include emails, text messages, voice calls, and push notifications (“Communications”). Voice calls and [text messages (if you opt in to receive text messages)] will be to the phone number you have supplied in your user account. Communications from or on behalf of Vira Health may include but are not limited to: operational communications concerning your user account or use of Vira Health’s Services; informational communications concerning appointment scheduling, your payment method on file, and reminders to complete your user account set-up. 
  • Text Message Terms & Conditions (a) Vira Health may offer Transactional and Marketing long code text messaging programs. Customers enrolled in our Transactional text messages may receive alerts for messages from your provider and account notifications. Customers enrolled in our Marketing text messages may receive reminders to provide required information, new service announcements, service education, and other benefits through text. Text messages may be sent using automatic telephone dialing systems. Consent to receive Transactional and/or Marketing text messages is not required as a condition of purchase. (i) You can cancel Transactional and Marketing text messages at any time. Just reply with “STOP” to the long code sending the Transactional and/or Marketing text messages you want to stop receiving. After you send “STOP”, we will send you a text message to confirm that you have been unsubscribed. You will then receive no further text messages from that long code unless you opt in again. If you want to opt back in, you may opt back in by texting “START” to the long code you want to receive again. (ii) Message frequency may vary. Message and data rates may apply for any Transactional or Marketing text messages. For questions about your text or data plan, contact your wireless provider. (b) Carriers are not liable for delayed or undelivered text messages.
  • You understand that you will periodically receive correspondence from Vira Health at the email address you register in your user account. .You have the responsibility to safeguard your designated email address and restrict access thereto. The registration of an email address in your user account indicates your consent for Vira Health to transmit your personal information to such address. 
  • You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing, and you consent and agree that your use of your finger, a keypad, mouse, or other device to select an item, button, icon, or similar act while using the Services, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. You should maintain copies of electronic communications from us by printing a paper copy, saving an electronic copy, or both. Further, you agree that no certification authority or other third-party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third-party verification will not affect the enforceability of your signature or any resulting contract between you and us.

 

6. Fees and payment

You agree to pay all fees due for services requested at checkout and pursuant to all payment terms presented to you when engaging in transactions. Prices are subject to change at any point in our sole discretion. By entering your payment information when prompted and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due including recurring fees associated with Subscription Services (as defined below) if applicable.

 

You understand and agree that you are responsible for all fees due to receive health care services and prescription fulfillment services. Your payments to Vira Health may include fees charged by third parties for health care services available through the Services, which we collect on their behalf. Any health care services or prescription fulfillment services not made available to you through the Services are not included in the payments collected by us and you may be separately charged by the provider(s) for such services. You are responsible for keeping your payment information (such as credit card number and billing address) accurate and up to date at all times.If your credit card expires or our Company, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method. 

 

Certain products or services offered on the Services may be offered on a subscription basis (“Subscription Services“). For Subscription Services, your payment method will be automatically charged at regular intervals as described during the checkout process for the applicable Subscription Services. Depending on the specific Service you select, you may be charged at the time you submit a request but the products or services purchased will be provided after all onboarding steps are complete. For other Services, you may not be charged until all required onboarding steps are completed.

 

You may cancel a Subscription Service to prevent future renewals at any time before the cancelation cutoff date as indicated to you at the time you purchase a Subscription Service. You will also be informed about how you can cancel these Subscription Services.

 

EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN OR REFUND POLICY PROVIDED TO YOU ON THE SERVICES AND AS EXPLAINED BELOW, YOU ACKNOWLEDGE AND AGREE THAT DUE TO THE NATURE OF THE PRODUCTS AND SERVICES PURCHASABLE THROUGH THE SERVICES ANY APPLICABLE FEES AND OTHER CHARGES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

No Insurance Accepted; Notice of Financial Responsibility: Vira Health does not accept commercial health insurance plans and is not enrolled with federal or state healthcare programs, such as Medicare and Medicaid. By choosing to use our Services, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state health care program, and you are solely responsible for the costs of any services or products provided to you through the Services. If you are a federal health program beneficiary, you agree that neither you, we, nor any of the affiliated professional entities or our pharmacy partners will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the services that we provide.

If you are covered by a government health plan, please consult with a provider who participates in such plans.

 

7. Refund policy

Our refund policy is as follows:

  • Any cancellation of a Subscription Service must be done before the cancellation cutoff date as indicated to you at the time you purchase a Subscription Service as explained in section 6 above.
  • Any cancellation of an appointment with a Third Party Clinician (as referred to in section 3 above) within 24 hours of the time of the appointment will be considered a no-show and as such will be charged 50% of the full amount.
  • Any cancellations made at least 24 hours before the consultation time will be fully reimbursed to you.

Any refunds processed as described in this section will be made on the same account you used to pay our services. Please allow for up to 5 days before seeing the refund in your bank account.

 

8. Rules of Conduct

In connection with the Services, you must not:

 

  • Contact or seek to contact any healthcare professional associated with Vira Health outside of the Services. This is in order to protect both patients and healthcare professionals and to ensure that diagnosis and treatment is delivered in a reliable, continuous, and controlled environment.
  • Post, transmit, or otherwise make available through or in connection with the Services any materials that, in our discretion, we deem to be: (a) threatening, harassing, degrading, hateful, or intimidating or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner.
  • Post, transmit or otherwise make available through or in connection with the Sites any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
  • Allow, enable, or otherwise support the transmission of unsolicited or unauthorized advertising, junk or bulk email (SPAM), chain letters, letters relating to a pyramid scheme, or any other unsolicited commercial or non-commercial communication.
  • Use the Sites for any commercial purpose or for any purpose that is fraudulent or otherwise unlawful.
  • Create a false identity for the purpose of misleading others, impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.
  • Harvest or collect information about users of the Sites.
  • Interfere with or disrupt the operation of the Sites or the servers or networks used to make the Sites available, including by hacking or defacing any portion of the Sites; or violate any requirement, procedure or policy of such servers or networks.
  • Restrict or inhibit any other person from using the Sites.
  • Infringe the patent, trademark, trade secret, copyright or other intellectual property or other rights of another person or entity.
  • Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Sites except as expressly authorized herein or otherwise use the Sites for the benefit of a third party or to operate a service bureau, without Vira Health’s express prior written consent.
  • Reverse engineer, decompile or disassemble any portion of the Sites, except where such restriction is expressly prohibited by applicable law.
  • Remove any copyright, trademark or other proprietary rights notice from the Sites.
  • Frame or mirror any portion of the Sites, or otherwise incorporate any portion of the Sites into any product or service, without Vira Health’s express prior written consent.
  • Systematically download and store Sites content.
  • Attempt to disable, bypass, modify, defeat or otherwise circumvent any security related tools incorporated into or used in connection with the Sites.
  • Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Sites content, or reproduce or circumvent the navigational structure or presentation of the Sites, without Vira Health’s express prior written consent.
  • Frame or mirror any Vira Health content which forms part of the Sites, place pop-up windows over its pages, or otherwise affect the display of its pages.
  • In connection with the Sites, you shall notify Vira Health immediately if you become aware of any inaccuracies, errors, omissions, or inconsistencies in the information or content provided through the Sites and to comply with any corrective action taken by Vira Health.
  • You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use the Sites.
  • We reserve the right to investigate any transactions, activity, or interaction with our Sites or Services that we believe, in our sole discretion, is abusing or has abused the Terms or Services. We reserve the right to cancel any order, shipment, consultation, and/or terminate any user account that we believe, in our sole discretion, is abusing or has abused the Terms or Services, including, without limitation, by engaging in a pattern of creating multiple accounts. Any failure to comply with this Agreement, any fraud or abuse, or any misrepresentation of any information furnished to Vira Health by you or anyone acting on your behalf may result in the termination of your user account. If Vira Health has any reason to suspect fraudulent activity is associated with your user account, Vira Health reserves the right to delay or withhold Services. Any suspected or actual cases of fraud activity will be escalated and reviewed in accordance with our fraud process. Vira Health decisions are final.

 

9. Registration; User Names and Passwords

You may need to register to use all or part of the Sites. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Vira Health, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name, password or user account. You are limited to one active user account and You may not use the Sites account of any other Vira Health user at any time.

 

Your cooperation is imperative in safeguarding your Personal Information. Choose your user account password carefully, as anyone with access to your user account password will be able to assume your online identity and view your medical information or change your Personal Information. It is your responsibility to prevent disclosure of your password to others, and to change your password if you feel that its security has been compromised. You may change your password from your user account profile page after logging into your user account. Additionally, you will periodically receive correspondence from Vira Health at the email address you register with your account. These emails will never contain your photos or payment information or any details of your treatment. It is critical that you safeguard your designated email address and restrict access thereto. The registration of an email address with your account indicates your consent for Vira Health to transmit your Personal Information, including your Health Information, to such address. For more information regarding our privacy practices, please review our Privacy Notice located at https://us.onstella.com/privacy-policy/.

 

10. Profiles and Forums

Sites visitors may make available certain materials (each, a “Submission”) in connection with the Sites, including on profile pages or social media controlled by Vira Health, such as chatting, commenting and other messaging functionality. Vira Health has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SITES, YOU DO SO AT YOUR OWN RISK.

 

11. License

For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

 

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Sites or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Vira Health under any fiduciary or other obligation.

 

You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Sites, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

 

12. Monitoring

We may and expressly reserve the right (but have no obligation) to monitor, scan, intercept, review, analyze, store, evaluate, alter or remove Submissions or any messages, information, content or other materials sent to you, or received by you, in connection with the Sites, at any time, including while it is in transit, and before and after it is stored or made available through the Sites, and to monitor, review, analyze or evaluate your access to or use of the Sites, in each case by manual, automated or other means, and in each case for any purpose, including marketing and advertising and such purposes as may be described in the Privacy Notice. We may disclose information regarding your access to and use of the Sites, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

 

13. Your Limited Rights

Subject to your compliance with this Agreement, and solely for so long as you are permitted by Vira Health to use the Sites, you may view one (1) copy of any portion of the Sites to which we provide you access under this Agreement, on any single device, solely for your personal, non-commercial use.

 

14. Vira Health’s Proprietary Rights

We and our suppliers own the Sites, including the software, code, proprietary methods, systems, content and any other intellectual property or proprietary rights used to operate the Sites (the “Sites IP”), which is protected by proprietary rights and laws. The Sites IP also includes our copyrights, trade names, trademarks and service marks, which include, but are not limited to, VIRA, STELLA and associated logos. All Sites IP on the Sites not owned by us is the property of its respective owners. You may not use Sites IP in connection with any product or service that is not ours, or in any manner that is likely to cause consumer confusion. Except for the limited license set forth in Section 9, nothing contained on the Sites should be construed as granting any right to use any Sites IP without the express prior written consent of the owner.

 

15. Third Party Materials; Links

Certain Sites functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third-Party Materials”), or allow for the routing or transmission of such Third-Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third-Party Materials.

 

We neither control nor endorse, nor are we responsible for, any Third-Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Materials, or any intellectual property rights therein. Certain Third-Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Vira Health with respect to any Third-Party Materials. We have no obligation to monitor Third-Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Sites at any time. In addition, the availability of any Third-Party Materials through the Sites does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials, nor does such availability create any legal relationship between you and any such provider.

 

YOUR USE OF THIRD-PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD-PARTY MATERIALS). VIRA HEALTH ACCEPTS NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR USE OF ANY THIRD-PARTY WEBSITES OR SERVICES.

 

16. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SITES AND ANY SERVICE AND THIRD-PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) VIRA HEALTH DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITES AND ANY SERVICES AND THIRD-PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE.

 

YOU UNDERSTAND AND AGREE THAT ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE SITES IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM THE USE THEREOF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VIRA HEALTH OR THE SITES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 

ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH VIRA HEALTH AND ANY PROVIDER ENTITIES, AND THEIR AFFILIATES AND RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

 

While we try to maintain the timeliness, integrity and security of the Sites, we do not guarantee that the Sites is or will remain updated, complete, correct or secure, or that access to the Sites will be uninterrupted. The Sites may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Sites. If you become aware of any such alteration, contact support@onstella.com with a description of such alteration and its location on the Sites.

 

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) VIRA HEALTH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, VIRA HEALTH WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITES OR FROM ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITES OR THIRD PARTY MATERIALS IS TO STOP USING THE SITES; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF VIRA HEALTH FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (1) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO VIRA HEALTH TO USE THE SITES AND (2) ONE HUNDRED U.S. DOLLARS ($100). IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITES OR THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITES AND/OR SERVICES. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH VIRA HEALTH AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

 

Applicable law in certain states may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations of liability may not apply to you, and you may have certain additional rights.

 

18. Indemnity and Release

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Vira Health and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Sites (including all Submissions); and (b) any violation or alleged violation of this Agreement by you.

 

19. Termination

This Agreement is effective until terminated. You may deactivate your user account at any time, for any reason, by sending an email to support@onstella.com. Vira Health may terminate, discontinue, cancel, suspend, change or limit Your use of the Sites or Services at any time and without prior notice, for any or no reason, including if Vira Health believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or if any amounts due by you to Vira Health are past due. Upon any such termination or suspension, your right to use the Sites will immediately cease, and Vira Health may, without liability to you or any third party, immediately deactivate or delete your user name, password and user account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2–4, 5–9 and 11–21 shall survive any expiration or termination of this Agreement. Any termination or discontinuance of the Sites pursuant to the provisions set forth in this Section 19 shall be subject to compliance with any notice or waiting period provided by applicable law. You agree that Vira Health will not be liable to you or to any third party for any modification, suspension, or termination of your ability to use the Sites or Services. If you are dissatisfied with any aspect of the Sites or Services at any time, your sole and exclusive remedy is to cease participating in the Sites and Services. Termination will not prejudice either you or our remedies at law or in equity.

 

20. Dispute Resolution & Arbitration; Governing Law

(a) Generally. In the interest of resolving disputes between you and Vira Health in the most expedient and cost-effective manner, and except as described in Section 20(b), you and Vira Health agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitrators can award damages and other relief that is binding upon the parties, but arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, your use of the Services and/or Vira Health’s Services, and our communications with you, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND VIRA HEALTH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

 

IF YOU DO NOT WISH TO RESOLVE DISPUTES BY BINDING ARBITRATION, YOU MAY OPT OUT OF THE PROVISIONS OF THIS SECTION WITHIN 30 CALENDAR DAYS AFTER THE DATE THAT YOU AGREE TO THESE TERMS BY SENDING A LETTER TO VIRA HEALTH AT THE ADDRESS IDENTIFIED IN SECTION 26. IN ORDER TO BE EFFECTIVE, THE LETTER MUST BE RECEIVED BY VIRA HEALTH WITHIN 30 CALENDAR DAYS OF YOUR ACCEPTANCE OF THESE TERMS AND YOUR LETTER MUST SPECIFY: YOUR FULL LEGAL NAME, YOUR CURRENT RESIDENTIAL ADDRESS, THE EMAIL ADDRESS ASSOCIATED WITH YOUR USER ACCOUNT ON THE SERVICE, AND A STATEMENT THAT YOU WISH TO OPT OUT OF ARBITRATION (“OPT-OUT NOTICE”). 

 

(b) Exceptions. Despite the provisions of Section 20(a), nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law to compel or enforce arbitration; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

 

(c) Arbitrator. Any arbitration between you and Vira Health will be conducted under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org/consumer, by calling the AAA at 1-800-778-7879, or by contacting Vira Health. The arbitration will be before a single arbitrator selected pursuant to the AAA Rules. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, arbitrability, or enforceability of this binding arbitration agreement.

 

(d) Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Vira Health’s address for Notice of Arbitration is identified in Section 26 below. The Notice of Arbitration must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties shall make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Vira Health may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. 

 

(e) Fees. Any arbitration hearing will take place at a location to be agreed upon in the State of Delaware, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone or virtual hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the material findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

 

(f) No Class Actions. YOU AND VIRA HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Further, unless both you and Vira Health agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, consolidated, or class proceeding.

 

(g) Modifications to this Arbitration Provision. If Vira Health makes any future change to this arbitration provision, other than a change to Vira Health’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Vira Health’s address for Notice of Arbitration.

 

(h) Enforceability. If Section 20(f) is found to be unenforceable or if the entirety of this Section 20 is found to be unenforceable, then the entirety of this Section 20 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 20(i) will govern any action arising out of or related to this Agreement. 

 

(i) This Agreement is governed by the laws of the State of Delaware without regard to conflict of law principles. You and Vira Health submit to the personal and exclusive jurisdiction of the state courts and federal courts located in the State of Delaware for resolution of any lawsuit or court proceeding permitted under these Terms. 

 

21. Filtering

We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that you consider harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Vira Health does not endorse any of the products or services listed on such site.

 

22. Information or Complaints

If you have a question or complaint regarding the Sites or Service(s), please send an email to support@onstella.com. You may also contact us by writing to the address identified in Section 26. Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

 

23. Copyright Infringement Claims

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Sites infringe your copyright, you (or your agent) may send to Vira Health a written notice by mail or email, requesting that Vira Health remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Vira Health a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Vira Health by mail to the address identified in Section 22, or by email to support@onstella.com.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

 

24. Anti-Discrimination

We comply with applicable U.S. civil rights laws. Our Services are designed to support individuals who are born with a uterus, and we have designed a program to support these patients. For the patients who receive our Services, we do not discriminate on the basis of race, color, national origin, age, disability or sex. 

 

25. Miscellaneous

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Vira Health. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction, including, without limitation, those rights or obligations relating to your user account and any information that you provide or that has been provided on your behalf to Vira Health or that has been collected by Vira Health in connection with Vira Health’s business operations or through the Sites. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” To the extent there is a conflict between the provisions in this Agreement and any Additional Terms incorporated herein by reference, the latter shall have precedence. This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Vira Health relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Vira Health relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Sites or by email (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Vira Health will not be responsible for any failure to fulfill any obligation or any delay in performing any of its obligations, if the delay or failure was due to any cause beyond Vira Health’s reasonable control including but not limited to severe weather, power, or other utility cut-off, natural disaster, strikes, governmental action, epidemic, pandemic, terrorism, war, civil unrest, or other similar events of “force majeure”.

 

26. Notice

Written notice can be sent to 

Attn: 

Vira Health, Inc.

1257 Worcester Rd. #1046

Framingham, MA, 01701

 

©2023 Vira Health, Inc. unless otherwise noted. All rights reserved.