OSHI Terms of Use

These Terms of Use (“Terms of Use”) govern your use of OSHI Inc.’s mobile device application (the “App”), OSHI Inc.’s website located at oshihealth.com and any other related content, features, materials, applications, widgets and/or services (collectively the “Services”) offered by OSHI Inc. (“OSHI,” “us” or “we”).

BY USING THE SERVICES, YOU ACCEPT ALL OF THE PROVISIONS OF THESE TERMS OF USE AND REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN YOU ARE NOT AUTHORIZED TO USE ANY OF OSHI’S SERVICES.

For purposes of these Terms of Use, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Use, and that you agree to these Terms of Use on the entity’s behalf, and (c) your entity is legally and financially responsible for your use of the Services as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.

These Terms of Use describe your responsibilities, OSHI’s liability and the liability of third parties related to the Services. All users of OSHI’s Services must accept and comply with the terms and conditions set forth herein. Certain portions of the Services may be subject to additional terms and conditions specified by us from time to time; your use of the Services is subject to those additional terms and conditions. If you have any questions regarding these Terms of Use, please contact us via email at support@oshihealth.com.

THESE TERMS OF USE INCLUDE (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.

I. ABOUT THE SERVICES

1. OSHI provides an online platform that connects inflammatory bowel disease patients (“Patients”) with licensed physicians and recognized community advocates (“Experts”), in an effort to help Patients better understand and manage their disease.

2. Our privacy practices in operating the Services are described in our Privacy Policy located at  “Privacy Policy”. Please review the Privacy Policy to learn about:

  • what information we may collect about you;
  • what we use that information for;
  • what third-party information, if any, you are agreeing to share by using the Services; and
  • with whom we share that information.

3. The Services do not fall within the criteria of a medical device pursuant to Section 201(h) of the Federal Food, Drug and Cosmetic Act because they are not intended in any way to diagnose, treat or cure conditions or diseases. Any medical content, services, information, advice or materials of any kind accessed through the Services is for general information or reference purposes only and shall not be relied upon or replace any professional, clinical or medical advice or judgment provided by a physician or other health care professional.

II. ACCOUNT REGISTRATION

1. You must create an account on the Services (a “User Account”) to visit the Services. You may create a User Account by completing the registration process set forth on the App. You are responsible for providing and maintaining current your accurate contact information, which may include name, email address, address, phone number and other account information. Telephone calls and email correspondence with OSHI may be recorded or monitored.

2. To register a User Account on the Services, you must be at least 18 years of age. If you are using the Services as an Expert, you agree that you are a licensed physician (or authorized physician staff) or a recognized community advocate, and OSHI reserves the right to request evidence of such prior to permitting such use of the Services.

3. You (and your authorized staff, if any) are the sole authorized user of your User Account. You are responsible for maintaining the confidentiality of any password and account number provided by you or OSHI for accessing the Services. You are solely and fully responsible for all activities that occur under your password or account. OSHI has no control over the use of your or any user’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will cease all use and contact OSHI immediately by emailing [support@oshihealth.com ].

III. TERMS APPLICABLE TO THE SERVICES

1. License to Use Services.

Subject to your compliance with these Terms of Use, OSHI hereby grants to you, a personal, nonexclusive, nontransferable, revocable, limited license (without the right to sublicense) to access and use the Services (and to download a single copy of the App onto your own mobile device for your personal use) (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) solely on computers and devices that you own or control, and subject to the limitations set forth below. These Terms of Use are limited to the intellectual property rights of OSHI and its affiliates and licensors and do not include any rights to other patents or intellectual property. We reserve any and all rights not expressly granted to you pursuant to these Terms of Use. The limited rights granted to you to access and use the Services comprise a limited license and do not constitute the sale of any software program.

2. Use of the App.

You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App or the Services. WE DO NOT GUARANTEE THAT THE APP OR THE SERVICES CAN BE ACCESSED AND USED ON ANY PARTICULAR DEVICE OR WITH ANY PARTICULAR SERVICE PLAN. WE DO NOT GUARANTEE THAT THE APP OR THE SERVICES WILL BE AVAILABLE IN, OR THAT ORDERS FOR PRODUCTS CAN BE PLACED FROM, ANY PARTICULAR GEOGRAPHIC LOCATION. As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you outside or inside the App (“Push Messages”). You acknowledge that, when you use the App or the Services, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App or the Services, including your receipt of Push Messages from OSHI. YOU ARE SOLELY RESPONSIBLE FOR ANY FEE, COST OR EXPENSE THAT YOU INCUR TO DOWNLOAD, INSTALL AND/OR USE THE APP OR THE SERVICES ON YOUR MOBILE DEVICE, INCLUDING FOR YOUR RECEIPT OF PUSH MESSAGES FROM OSHI.

3. Mobile Software from Apple App Store.

The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of the Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to App from the Apple App Store. You acknowledge and agree that these Terms of Use are solely between you and OSHI, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use. You and OSHI acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and OSHI acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, OSHI, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. You must comply with applicable third party terms of agreement when using the App. You and OSHI acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as they relate to your license of the App, and that, upon your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

4. Use Restrictions.

(a) You agree that: (i) you will not use the Services if you are not fully able and legally competent to agree to these Terms of Use; (ii) you will only use the Services for lawful purposes; (iii) you will not use the Services for sending or storing any unlawful material or for fraudulent purposes or to engage in any illegal, offensive, indecent or objectionable conduct; (iv) you will not use the Services to advertise, solicit or transmit commercial advertisements, including “spam”; (v) you will not use the Services to cause nuisance, annoyance or inconvenience; (vi) you will not impair the proper operation of the Services’ network; (vii) you will not try to harm the Services in any way whatsoever; (viii) you will not copy, or distribute the Services or other content without written permission from the OSHI; (ix) you will only use the Services for your own use and will not resell it to a third party; and (x) you will keep secure and confidential your account password or any identification we provide you which allows access to the Services.

(b) You agree to protect the Services, and their proprietary content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Services or such proprietary content, information or other materials except as expressly permitted herein or expressly authorized in writing by OSHI. Except as specifically permitted herein or expressly authorized in writing by OSHI, you agree that you will not directly or indirectly: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Services in any unauthorized manner, including but not limited to by trespass or burdening network capacity; (ii) use the Services in any service bureau arrangement; (iii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part thereof in any form or manner or by any means; (iv) harvest or scrape any content or data from the Services, or (v) permit any third party to engage in any of the acts described in clauses (i) through (iv).

(c) You further understand and agree that you are not permitted to: (i) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services; (ii) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Services); (iii) use any means to discover the source code of any portion of the Services; or (iv) otherwise circumvent any functionality that controls access to or otherwise protects the Services. Any attempt to do any of the foregoing is a violation of the rights of OSHI and its licensors. If you breach these restrictions, you may be subject to prosecution and damages. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that OSHI is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using the Services.

(d) All Experts using the Services agree to do so in a professional manner in accordance with the applicable professional code of conduct. You agree to use the Services solely for their intended use and not for any unlawful purpose. You agree to maintain the confidentiality and security of the information received through the Services to the same extent as you protect your own information and in accordance with the applicable commercially reasonable industry standards.

(e) You acknowledge that people participating in the Services occasionally post content or material, or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, illegal or deceptive. We neither endorse nor are responsible for such submissions or statements, or for any opinion, advice, information or other utterance made or displayed on the Services by any third person. The opinions expressed in the Services reflect solely the opinion(s) of the participants of the Services and do not necessarily reflect the opinion(s) of OSHI. We have no obligation to monitor the Services or any submissions or other materials that you or other third persons or parties transmit or post on the Services. You acknowledge and agree that we have the right (but not the obligation) to do any or all of the following, at our sole discretion: (i) alter, remove or refuse to post or allow to be posted or stored any user-submitted content, material or message; (ii) monitor and/or filter any of your communications through the Services (including without limitation, by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); and (iii) disclose any submission or message or any communication through the Services, and the circumstances surrounding the transmission thereof, to any third party in order to operate the Services to (A) protect us and our employees, officers, directors, shareholders, agents, representatives, affiliates, users and visitors; (B) comply with legal obligations or governmental requests; (C) to enforce these Terms of Use; or (D) for any other reason or purpose.

(f) You understand that by using the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Services at your sole risk and that OSHI shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.

5. User Content License Grant.

As a condition of your use of the Services, you hereby grant to OSHI a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative work from any content that you post, upload, publish, submit or transmit to be made available through the Services (“Your Content”). By posting or submitting Your Content through the Services, including any publicly accessible blog, comments or community forum we may make available (collectively “Forums”), you represent and warrant (a) that you own or otherwise control all of the rights to Your Content, including without limitation, all copyrights; (b) that Your Content is accurate; and (c) that use of Your Content does not violate these Terms of Use or the Privacy Policy and will not cause injury to any person or entity. We take no responsibility and assume no liability for any content or materials submitted or posted through the Services, including in the Forums, by you or any third party. WE RESERVE THE RIGHT TO REMOVE ANY CONTENT, MATERIAL, OR SUBMISSION FOR ANY REASON, INCLUDING IF WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE WEBSITE OR SERVICES, INCLUDING IN THE FORUMS.

6. Your Data.

For more information about how we may use and share your technical data and related information, including Your Content, please review the Privacy Policy.

7. Third Party Services and Materials.

(a) Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that OSHI is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. OSHI does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.

(b) In addition, third party services and Third Party Materials that may be accessed from, displayed on or linked to from the Services are not available in all languages or in all countries. OSHI makes no representation that any third party services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to access such services or Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. OSHI, and its licensors, reserve the right to change, suspend, remove, or disable access to the Services at any time without notice. In no event will OSHI be liable for the removal of or disabling of access to any such Services. OSHI may also impose limits on the use of or access to the Services, in any case and without notice or liability.

8. No Professional Advice.

The content, information and materials on the Services are intended to be a general information resource in regard to the subject matter covered, and are not intended to diagnose, treat, cure, or prevent any disease. You are encouraged to confirm the information contained herein with other sources, and to review the information carefully with your professional healthcare provider. OSHI is not engaged in rendering medical or similar professional services or advice via the Services, and the information provided is not intended to replace professional advice or medical advice offered by a physician or other professional healthcare provider. If you desire or need such services or advice, you should consult a professional healthcare provider. You should not construe OSHI’s publication of any content on Services as an endorsement by OSHI of the views expressed herein, or any warranty or guarantee of any strategy, recommendation, treatment, action or application of medication or preparation made by the author of the content. OSHI is not responsible for any health problems that may result from information or advice you receive through using the Services or from participating in the Services. If you rely on any information you receive or learn about through the Services you agree that you do so at your own risk and are voluntarily participating in these activities.

IV. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY.

1. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR YOUR USE OF THE SERVICES, INCLUDING YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS, THIRD PARTY SOFTWARE OR SERVICES) ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND OSHI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES (INCLUDING THE USE, PERFORMANCE AND SUPPORT THEREOF), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTERFERENCE WITH ENJOYMENT, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. OSHI DOES NOT WARRANT THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (III) THAT THE SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE, OR (IV) DEFECTS IN THE SERVICES WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY OSHI OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OSHI OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

2. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL OSHI BE LIABLE (I) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OF USE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS OF USE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF OSHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. OSHI’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

3. You agree that the above limitations of liability together with the other provisions in these Terms of Use that limit liability are essential terms of these Terms of Use and that OSHI would not be willing to grant you the rights set forth in these Terms of Use but for your agreement to the above limitations of liability; you are agreeing to these limitations of liability to induce OSHI to grant you the rights set forth in these Terms of Use.

4. By entering into these Terms of Use and using the Services, you agree that you shall defend, indemnify and hold OSHI, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms of Use or any applicable law or regulation; (b) your violation of any rights of any third party; (c) any unauthorized use of the Services; or (d) your negligence or willful misconduct.

V. OWNERSHIP.

1. The Services and their content, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that OSHI and/or its licensors own all right, title and interest in and to the Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of OSHI’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms of Use. You acknowledge and agree that the features and functionality of the Services, and all software, content, data, information and materials contained therein are the confidential and proprietary information of OSHI (or its licensors), and accordingly you agree to (i) maintain the confidentiality of such information using reasonable efforts and care (but in no event less than the same efforts and care you use to protect your own confidential and proprietary information) and not disclose such information to any third party without the prior written consent of OSHI, and (ii) only use such information for the purposes of using the Services provided by OSHI hereunder.

2. Any and all (i) suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to OSHI by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements, whether made, created or developed by OSHI or otherwise relating to the Services (collectively, “Revisions”), are and will remain the property of OSHI. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of OSHI and OSHI may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to OSHI any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. At OSHI’s request, you will execute any document, registration or filing required to give effect to the foregoing assignment.

VI. ARBITRATION AND CLASS ACTION WAIVER

This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a Class Action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.

1. Informal Process First.

You agree that in the event of any dispute between you and OSHI, you will first contact OSHI and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

2. Arbitration Agreement.

After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of OSHI’s services and/or products, including the Services, or relating in any way to the communications between you and OSHI or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and OSHI. However, this arbitration agreement does not (a) govern any Claim by OSHI for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in this Agreement or (b) bar you from making use of applicable small claims court procedures in appropriate cases.

Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and OSHI are each waiving the right to a trial by jury or to participate in a Class Action. This arbitration provision will survive any termination of this Agreement.

If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to [  ]. The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.

The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. [New York] law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require OSHI to pay a greater portion or all of such fees and costs in order for this Section VI.2 to be enforceable, then OSHI will have the right to elect to pay the fees and costs and proceed to arbitration, or to decline to do so and have the matter resolved through the courts.

The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.

If you do not want to arbitrate disputes with OSHI and you are an individual, you may opt out of this arbitration agreement by sending an email to support@oshihealth.com within thirty (30) days of the first of the date you access or use the Services.

Class Action Waiver

Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

If this Class Action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator 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. If for any reason a claim proceeds in court rather than in arbitration, you and OSHI each waive any right to a jury trial.

VII. GENERAL PROVISIONS

1. Modifications.

We may modify these Terms of Use at any time. Modifications become effective immediately upon your first access to or use of the Services after the “Last Revised” date at the top of these Terms of Use. If we make changes that are material, we may use reasonable efforts to attempt to notify you, including by email or placing a prominent notice on the App. However, it is your sole responsibility to review the Terms of Use from time to time to view any such changes. Your continued access or use of the Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms of Use. If you do not agree with the modifications to the Terms of Use, then please do not access or use the Services.

2. Termination.

If you breach any of the terms of these Terms of Use, all licenses granted by OSHI, including permission to use the Services, will terminate automatically. Additionally, OSHI may suspend, disable, or delete your User Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If OSHI deletes your User Account for any suspected breach of this Agreement by you, you are prohibited from re-registering for the Services under a different name. In the event of User Account deletion for any reason, OSHI may, but is not obligated to, delete any of Your Content. OSHI shall not be responsible for the deletion of (or failure to delete) Your Content. All sections which by their nature should survive the termination of these Terms of Use shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by OSHI or you. Termination will not limit any of OSHI’s other rights or remedies at law or in equity.

3. Export Laws.

You agree that you will not export or re-export, directly or indirectly the Services and/or other information or materials provided by OSHI hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

4. U.S. Government Restricted Rights.

The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

5. Taxes.

You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms of Use by any authority.

6. Injunctive Relief.

You agree that a breach of these Terms of Use will cause irreparable injury to OSHI for which monetary damages would not be an adequate remedy and OSHI shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

7. Miscellaneous.

These Terms of Use will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms of Use and the licenses granted hereunder may be assigned by OSHI but may not be assigned by you without the prior express written consent of OSHI. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. Nothing contained in these Terms of Use will be deemed to constitute either party as the agent or representative of the other party or both parties as joint venturers or partners for any purpose. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Use due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein will not be considered to be part of the Terms of Use but are for convenience only. You and OSHI agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms of Use. The AAA Rules and the laws of the state of [New York], excluding its conflicts of law rules, govern these Terms of Use and your use of the Services. Your use of the Services may also be subject to other local, state, national, or international laws.

Under California Civil Code Section 1789.3, California users of the Services receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

8. Contact Us.

You may contact us regarding the Services or these Terms of Use by mail at OSHI Inc., 10 Hudson Yards, 46th Floor, New York, New York 10019, by email at support@oshihealth.com, or by phone at (212) 477-4774. These Terms of Use sets forth the entire understanding of the parties with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.