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Terms of Service
Codex Health Terms of Service

Last updated Aug. 21st 2021

Company Information
Codex Health, Inc.
privacy@codexhealth.com

Codex Health, Inc. (“Codex”) is a Delaware Corporation that provides technologies to help healthcare providers collect and understand individual health data, conduct data analysis and risk stratification, and make informed clinical support decisions. Codex also provides consumers with health and wellness insights and helps them to communicate and share information with their healthcare providers and view and comply with care plans provided by their providers.

Please read these Terms of Service (the “Terms”) and our Privacy Policy carefully because they govern your use of our website www.codexhealth.com (the “Site”), products, services, and mobile application, Allie (the “App”). To make these Terms easier to read, the Site, our products, our App, and services, are collectively called the “Services.” These Terms govern your access to and use of our Services, whether as visitors, registered users, or account holders. By using the Site, or any of our Services, you accept and agree to be bound and abide by these Terms. If you do not agree with any part of the Terms, do not use the Services.

Important Notice Regarding Arbitration
When you agree to these terms, by creating an account or using the Site or any of the Services, you are agreeing, with limited exception, to resolve any disputes between you and Codex through binding individual arbitration rather than in court. Please carefully review the section entitled “Dispute Resolution” for details regarding arbitration and the procedure to opt out of arbitration, should you choose to do so. 

Codex is not a Substitute for Medical Advice or Treatment
No information provided by Codex should be construed as medical advice. Our services are not meant to take the place of consultation with a health care provider or to diagnose or treat conditions. If you need emergency medical treatment, assistance, diagnosis, or medication, please call 911 or your local emergency number. 

Changes to Terms and Services
Our Services are evolving, and hence we may update them and the Terms from time to time. If we modify the Terms, updates will be provided either by posting the updated Terms on our Site or App or through other communications. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in the section entitled “Effect of Changes on Arbitration,” you may not use the Services anymore. We may, at our sole discretion, change or discontinue all or any part of the offerings we provide via our Services, at any time and without notice.

Accessing the Services
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Codex does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Codex reserves the right to modify, revise, or remove the Services we provide, including the Site, at Codex's sole discretion without notice. Codex may restrict access to some parts of the Site, App, or other Services. Codex will not be liable for any outages to the Site or other Services that may occur, for whatever reason. 

Who May Use the Services?
You may use the Services only if you are 18 years or older and capable of forming a binding contract with Codex and are not barred from using the Services under applicable law. To use certain features of the Services you will need to provide certain information and create an account (“Account”). It’s important that you provide us with accurate, complete, and up-to-date information for your Account and you agree to update such information to keep it accurate, complete, and up-to-date. You agree that you won’t disclose your Account password, where applicable, to anyone that you do not intend to have full access to your account, and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them. Codex reserves the right to disable any account, user name, password, or other identifier at any time, in our sole discretion for any or no reason, including if, in our opinion, there has been a violation of any provision of these Terms or of our Privacy Policy.

License
Subject to your compliance with the Terms, Codex grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Services on your personal device; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Codex

Content Ownership, Responsibility and Removal

  1. Definitions: For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Services; and (ii) “User Content” specifically means any Content that you, as a visitor or user provide to be made available through the Services including without limitation, any audio, images, video, reviews, ratings, and Feedback (defined below) you provide. Content includes, without limitation, User Content.
  2. Our Content Ownership: Codex does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Codex and its licensors exclusively own all right, title, and interest in and to its own Services and Content, including all associated intellectual property rights. You acknowledge that Codex’s Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying Codex’s Services or Content.
  3. Your Responsibility for User Content: You are solely responsible for all the User Content that you upload, post, provide, or otherwise make available to Codex. Please carefully review the representations and warranties related to User Content in the Representations and Warranties section below.
  4. No Obligation by Codex to Monitor User Content: You agree that Codex is neither obligated to, nor responsible for, examining, reviewing, approving, or warranting User Content, and that you are solely responsible for your User Content and liable for any complaints or claims related to your User Content. 
  5. Disclosure of User Content: Codex reserves the right to access and disclose User Content - to the extent that Codex possesses it - if we believe it is necessary to (i) satisfy applicable law, regulation, legal process, or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public. 
  6. Rights in Content Granted by Codex : Subject to your compliance with these Terms, Codex grants you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display, and print Content made available to you by Codex solely in connection with your permitted use of the Services and solely for your non-commercial purposes.
Feedback
We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at support@codexhealth.com. Please note though that we may use, copy, modify, or publish Feedback that you send us. (However, to the extent any of your Feedback is made public by Codex, we will remove any identifying information about you.) Toward that end, you grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license to any and all intellectual property rights in the Feedback you provide us. 

Rights and Terms for the Codex App

  1. Rights in App Granted by Codex: Subject to your compliance with these Terms, Codex grants you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install copies of the App on a mobile device or computer that you own or control and to run such copy solely for your own non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; or (iii) make the functionality of the App available to multiple users through any means. Codex reserves all rights in and to the App not expressly granted to you under these Terms. This provision will be updated if and when any of our code is released under an open source license.
  2. Accessing App from App Store: The following terms apply to any App accessed through or downloaded from any app store or distribution Services (such as the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
Your General Representations and Warranties
By using the Services, you expressly represent and warrant that your use of the Services is for a non-commercial use. When using the Services, you agree to comply with all applicable laws. By using the Services, you represent, warrant, and agree to all of the following:

General Prohibitions and Codex's Enforcement Rights
You agree not to do any of the following, and acknowledge that any of the following conduct is grounds for Account suspension or termination:
Electronic Signatures
For some activities related to the Services, Codex may permit you to use your personal computer or mobile device to consent to certain provisions, terms, or agreements. In these cases Codex will indicate what action you should take to indicate your agreement and consent (for instance, checking a box, tapping a button that says “Agree”). You agree that by conducting that indicated action, you are providing your electronic signature and agree to be bound by the Terms in such Communication just as if you had signed your name to a paper document.

Endorsements
Endorsements that we use on the Services have been given willingly by our customers and supporters. They have not been paid for by Codex. 

Disclaimers
The following disclaimers are made on behalf of Codex, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR- FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY OF THE SERVICES.

Indemnity
You agree to indemnify, protect and hold Codex and its parents, subsidiaries, affiliates, and assigns, and their respective officers, directors, employees, agents, representatives and service providers harmless from any and all claims, demands, damages, suits, losses, liabilities and causes of action (including without limitation, the cost of defense, attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Codex or its parent, subsidiary and/or affiliated companies) arising directly or indirectly from, as a result of or in connection with: (i) your User Content; (ii) your failure to comply with any of these Terms; (iii) your violation of any applicable laws, rules or regulations related to your use of the Services; and (iv) your use of the Services. Codex 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 Codex in asserting any available defenses.

Limitation of Liability
NEITHER CODEX NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CODEX OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL CODEX’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE THOUSAND US DOLLARS ($1000). THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CODEX AND YOU.

Jurisdictional Issues
Codex makes no representation that all Services are appropriate or available for use in your jurisdiction. Some products and services may not be available in all jurisdictions. If you choose to access the Site or Services, you do so on your own initiative and are responsible for compliance with any applicable local, state, and federal laws, rules and regulations. 

Reliance on Information Posted
The information presented throughout the Services is made available for general information purposes only. Codex does not warrant the accuracy, completeness, or usefulness of the information. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Site or user of the Services, or by anyone who may be informed of any of its contents.

Links to Third Party Website or Resources
The Services (including the App) may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources. 

Governing Law 
Except as otherwise provided in the Dispute Resolution provision below, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. 

Dispute Resolution

  1. Mandatory arbitration of disputes. You and Codex agree that any dispute, claim or controversy arising out of your use of the Services, or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including any dispute relating to these arbitration provisions themselves, will be resolved through final and binding individual arbitration by a single arbitrator and not in a class, representative, or consolidated action or proceeding, except as set forth under the “Exceptions to agreement to arbitrate” section below. This includes disputes arising out of or relating to interpretation or applicability of this “Mandatory arbitration of disputes” section, including its enforceability, revocability, or validity. This arbitration provision shall survive termination of these Terms.
  2. Arbitration procedures. The American Arbitration Association (AAA) will administer the arbitration under its Consumer Arbitration Rules. The arbitration will be held in the United States county where you live, unless we both agree to another location or to desk arbitration.
  3. Arbitration costs. The AAA rules will govern payment of all arbitration fees. Codex will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. 
  4. Injunctive and Declaratory Relief. Except as provided in subsection 6 below, the arbitrator shall determine all issues of liability on the merits of any claim and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that either party seeks public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
  5. Exceptions to agreement to arbitrate. Notwithstanding the mandatory arbitration agreement in subsection 1, either you or Codex may (1) assert claims, if they qualify, in a U.S. small claims court; or (2) bring an individual action seeking only injunctive or other equitable relief from a court to prevent or stop unauthorized use or abuse of the Services or infringement or misappropriation of intellectual property without first engaging in arbitration described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts of the Northern District of California to resolve your claim.
  6. NO CLASS ACTIONS OR CLASS ARBITRATIONS. You may only resolve disputes with Codex on an individual basis, and may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If this specific provision is found to be unenforceable, the entirety of this “Dispute Resolution” section will be deemed void.
Notices
Any notices or other communications provided by Codex under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights
Codex's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Codex. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Entire Terms
These Terms constitute the entire and exclusive understanding and agreement between Codex and you regarding your use of the Services, and these Terms supersedes and replaces any and all prior oral or written understandings or agreements between Codex and you regarding the use of the Services. This notwithstanding, some parties to these Terms may additionally enter into other agreements with Codex that modify or extend the provisions of these Terms. Additionally, healthcare systems to which you may belong as a patient or employee may enter into agreements with Codex, agreements to which you would be a beneficiary, and which may extend your rights, limit your obligation, limit Codex's rights, or expand Codex's obligations under this agreement. In such cases the various agreements between the parties should be read in conjunction. 

If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect - except as described in subsection 6 of the Dispute Resolution section. You may not assign or transfer these Terms, by operation of law or otherwise, without Codex's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Codex may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Employment Opportunities
Codex is committed to the principles of equal employment opportunity. Applications are considered for all positions without regard to race, sex, sexual orientation, ethnicity, religion, national origin, age, disability (so long as such disability can be reasonably accommodated), or any other status protected by applicable law. Codex encourages all qualified applicants to apply.

Contact Us
If you have any questions about these Terms or the Services, please contact us at support@codexhealth.com.