TERMS OF SERVICE

TERMS OF SERVICE

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OVERVIEW

This website is operated by Outlier Health, Inc., dba Complement. Throughout the site, the terms “we”, “us” and “our” refer to Outlier Health, Inc. Outlier Health, Inc. offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page (lovecomplement.com/TOS). We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

SECTION 1 - ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 - GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 - PRODUCTS OR SERVICES (if applicable)

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

SECTION 7 - OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 8 - THIRD-PARTY LINKS

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 - PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.

SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 - PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Outlier Health, Inc., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless Outlier Health, Inc. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 - SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 - TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 - ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 - GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Colorado, USA.

SECTION 19 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 20 - CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at team@lovecomplement.com.

 

ReChargeSMS Terms of Service

To be embedded in the store’s terms of service, typically at the end of the page:

SMS MOBILE MESSAGE MANAGEMENT PROGRAM TERMS AND CONDITIONS

Last revised: February 1, 2021

ReChargeSMS (hereinafter, “We,” “Us,” “Our”) is offering a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Terms and Conditions and Privacy Policy (the “Agreement”). By opting in to or participating in any of our Programs, you accept and agree to these terms and conditions, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in the “Dispute Resolution” section below. This Agreement is limited to the Program and is not intended to modify other Terms and Conditions or Privacy Policy that may govern the relationship between you and Us in other contexts.

User Opt In

The Program allows Users to receive SMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By participating in the Program, you agree to receive autodialed or predetermined mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Us. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply.

User Opt Out

If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, STOPALL, to any mobile message from Us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

Duty to Notify and Indemnify

If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying Us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs.

YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

Program Description

Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the management of the users digital subscription, services, and events.

Cost and Frequency

Message and data rates may apply. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.

Support Instructions

For support regarding the Program, text “HELP” to the number you received messages from or email us at wesley@rechargeapps.com. Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.

Our Disclaimer of Warranty

The Program is offered on an "as-is" basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. T-Mobile is not liable for delayed or undelivered mobile messages.

Participant Requirements

You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.

Age Restriction

You may not use of engage with the Platform if you are under thirteen (13) years of age. If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so. By using or engaging with the Platform, you acknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18) and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.

Prohibited Content

You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:

  • Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;
  • Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;
  • Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;
  • Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;
  • Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and
  • Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.

Dispute Resolution

In the event that there is a dispute, claim, or controversy between you and Us, or between you and ReChargeSMS or any other third-party service provider acting on Our behalf to transmit the mobile messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in Los Angeles, California before one arbitrator.

The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of the Federal Judicial Circuit in which ReChargeSMS’s principle place of business is located, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.

Miscellaneous: You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time. Any updates to this Agreement shall be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.

Insights User Agreement

Last Modified: October 24, 2022

Agreement. By clicking on the box, you indicate that this User Agreement is a binding agreement between you as the person who has created your Account (referred to as “you” or “your”) and Outlier Health, Inc. (referred to as “Outlier Health, Inc. ”, “we”, “us”, or “our”) and that you have read and understood the following terms, including those in our Privacy Policy (https://lovecomplement.com/pages/privacy-statement), Consent for Services, and Terms of Use (https://lovecomplement.com/pages/terms-of-service/), all three of which are incorporated by reference. Capitalized terms used but not defined in this User Agreement have the meaning given to them in our other policies (e.g., Privacy Policy, Terms of Use, and Consent for Services).

Purpose of the Service and Site. Outlier Health, Inc. operates a service for individuals who have established an Account and whose Account is in good standing (“Members”) to purchase at-home sample collection laboratory testing kits which you order online through our website (“Site”) or purchase from an authorized third-party, and to receive the results of the laboratory tests performed on the biological samples collected by the Member using such kits, and, optionally (where and when available), to purchase a follow up consultation with a physician (collectively, the “Services”).

THE SERVICES ARE NOT DESIGNED TO FACILITATE MEDICAL EMERGENCIES. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR HEALTH. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE OBTAINED THROUGH THE SERVICES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. DO NOT RELY ON ELECTRONIC COMMUNICATIONS OR COMMUNICATION THROUGH THE SERVICES FOR IMMEDIATE, URGENT MEDICAL NEEDS.

IMPORTANT NOTICE: YOU UNDERSTAND THAT THIS USER AGREEMENT CONTAINS AN ARBITRATION CLAUSE. YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.

Access to the Services and the Site. Subject to your compliance with the terms of this User Agreement, including timely payment of all fees (as described herein), Outlier Health, Inc. grants you a personal, limited, terminable, non-exclusive, non-transferable right to access the Site and use the Services solely for your personal health and wellness. We reserve all rights not otherwise expressly granted by this User Agreement. If you do not comply with this User Agreement, we reserve the right to revoke any license granted in this User Agreement and limit your access to the Site and Services. Any use of the Site and Services that exceeds the rights expressly granted in this User Agreement is strictly prohibited and constitutes a violation of this User Agreement, which may result in the termination of your right to access and use the Services. You are not acquiring any rights in or to our intellectual property other than a nonexclusive right to access and use the Site and Services solely in accordance with the term of this User Agreement.

Removal of Access. Your access to the Site and Services is provided on a temporary basis with no guarantee for future availability. You agree that we may immediately suspend or terminate your access to the Site, Services, or any part thereof. Cause for such measures include, without limitation: (1) breach or violation of this User Agreement or other incorporated agreements or guidelines; (2) discontinuance or material modification to the Site and/or Services; (3) unexpected technical or security issues or problems; (4) extended periods of inactivity; or (5) your engagement in fraudulent or illegal activities. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.

Restrictions on Use.

You will not, and will not attempt to:

  • Modify, translate, adapt or otherwise create derivative works or improvements, of the Site or any content or source code;
  • Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Site or any part thereof;
  • Rent, lease, lend, sell, sublicense, assign, distribute, publish, publicly perform or display, transfer or otherwise make available the Site or any features or functionality of the Site, to any third party for any reason, including by making the Site available on a network where it is capable of being accessed by more than one device at any time;
  • Remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Site;
  • Upload or introduce any virus or malware to the Site;
  • Interfere with the operation or availability of the Site, or the hardware, software and network(s) used to operate the Site;
  • Sublicense or transfer any of your rights under this User Agreement or otherwise use the Services for the benefit of a third party, to operate a service bureau or for resale of the Services;
  • Create or access Member’s Account using any automated means or under false pretenses;
  • Frame or mirror the Site or reformat it in any way or use deep links;
  • Introduce any keystroke logging or any other monitoring code into the Site; or,
  • Otherwise use the Services or the Site in any manner that exceeds the scope of the access right described above.
You may not use the Site to do any of the following:
  • Harass or advocate harassment of another person or entity;
  • Perform any activities that violate any state, local, federal, or international laws or regulations;
  • Impersonate any person or entity or misrepresent in any way your affiliation with a person or entity;
  • Perform research studies, verify performance of samples of known analyte concentration, or any other use of our Services outside of testing of Member collected biological samples without the explicit written consent of Outlier Health, Inc. ;
  • Transmit unsolicited mass mailings, or “spam;”
  • Attempt to collect or use personal information about Members, users or third parties without their consent;
  • Collect or store any information about other users or Members, other than in the normal course of using the Site for facilitating voluntary communication among users;
  • Transmit or introduce any virus, worm, defect, Trojan horse, time bombs, date bombs, adware, spyware, or similar destructive or harmful item;
  • Interfere with security-related features of the Site, including by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of the Site or any part thereof except to the extent that such activity is expressly permitted by applicable law; or
  • Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.
User Accounts.
Access to certain features on the Site and through the Services may require you to be registered with us via a Outlier Health-generated registration form. This form will require you to provide certain requested information, including personal information. Upon successful completion of this form, you will be provided with an account and login information including a username and password to successfully complete the registration process. You are the only person authorized to access and use your account. For more information about our collection of personal information about you in connection with account registration, please review our Privacy Policy.
You agree to (i) provide truthful and accurate registration information as requested by us; (ii) promptly inform us of any changes to your registration information, including, but not limited to, your address and email address; (iii) take all reasonable precautions to safeguard access to your password and to prevent unauthorized access to or use of the Services; (iv) promptly report to us any unauthorized use of your login information or the Services of which you become aware; and, (v) ensure that you log out from your Account at the end of each session.
You are responsible for keeping your Account login credentials (username and password) confidential and not sharing them with unauthorized users. If you disclose your login credentials to someone, you are responsible for any use, disclosure, additions, deletions and modifications of your information.
The Site and the Services are intended for access and use by individuals over 18 years of age unless otherwise noted on the individual product description. You represent and warrant (i) that you are at least 18 years old, unless otherwise noted on the individual product description, and reside in a state in the United States in which our Services may legally be provided, and (ii) you are the person whose name and other information have been provided for the Member account that you have or are creating. You agree that all samples that are sent to the lab using the test kit you receive shall be only samples from you and no other person.
The Services.
Members may purchase Services on a per kit basis or, as available, on a subscription basis which entitles Members to request one test kit per six months through our Site. Individual kit purchases may be made through our Site subscription purchases are only available through our Site. You collect the applicable biological sample(s) and complete any required information, which may include medical information, required waivers, consents or authorizations. Failure to provide the required information or to execute the required documents may result in your sample(s) not being tested. Using the provided pre-addressed mailer, you send the completed test kit and biological sample(s) to a certified lab (“Lab”) which performs the testing. Biological samples shall consist solely of human fluids and/or tissue that are intended to be analyzed for the individual’s sole use, and not for any other purpose, including but not limited to research, publications, commercial uses, or any other purpose other than to inform the purchaser’s health and/or wellness. We provide the test results to you via our Complement Well app in an easy-tounderstand format.
Outlier Health, Inc. implements several safeguards to avoid technical errors, however some samples are less viable by the time they reach the lab and may fail analysis. We will send you a free replacement kit if your sample fails.
Fees and Payment.
You or your organization, if ordering through an organization, agree to be responsible for the payment of all fees when due. Fees will be paid at the time of purchase. If you purchase a subscription, your credit card will be charged the applicable subscription fee on a monthly basis.
All fees are as quoted on the Site or in the contract with your organization. We may revise our fees from time to time at our discretion. We will provide you with notice of any increase in the subscription fee by email and by posting on the Site.
If you purchase a subscription, you agree to keep your credit card information current. If the credit card you use for the subscription fee becomes invalid or is declined, we will contact you by email so that you can update the credit card information. Failure to update your credit card information within ten days will result in termination of your subscription and may result in termination of your Account.
When and where available, payment of the Consultation Fee will allow you to schedule an appointment with a Health Consultant. If you cancel a scheduled appointment with a Health Consultant without providing the required prior notice as described on the Site, you will be charged a cancellation fee.
We will refund the applicable fees if, after the applicable review, a Health Consultant does not authorize and order the test(s) you requested.
If you decide to cancel your request, we will refund the applicable fees as long as the requested test kit has not shipped (typically 1–2 business days). If you decide to cancel your request and we have already shipped your order, $30 USD per test kit will be subtracted from the potential refund. If you have already received your kit(s) but have not yet sent your sample(s) to the lab, you may request a refund (less the $30 USD per kit) for up to 30 days from when you placed your order. Outlier Health, Inc. will not refund any orders that are more than 30 days old. You may email us at team@lovecomplement.com for assistance with refunds.
If Outlier Health, Inc. determines that you have used the Site or the Services in a way inconsistent with the outlined policies, we reserve the right to suspend your Account and not provide a refund.
Feedback You Give Us and Content You Provide.
By your submitting, posting, or displaying content of any kind (“User Content”), you (i) represent and warrant that you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize us and other users to use and distribute your User Content as necessary to exercise the licenses granted by you in this User Agreement and in the manner contemplated by us and this User Agreement, and (ii) give us, our affiliated companies, sublicensees and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, nonexclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that you submit, post, or display on or through the Site, our blog, our related websites or by other means. You acknowledge and agree that this license includes a right for us to make such User Content available to other companies, organizations, or individuals with whom we have relationships, and to use such User Content in connection with the provision of Services, in accordance with our Privacy Policy, as well as our HIPAA Privacy Authorization and Consent for Services, if applicable. You acknowledge and agree that all User Content you submit to us, including, but not limited to, feedback data, such as questions, comments, suggestions and any other response is deemed to be nonconfidential. User Content does not include Protected Health Information that you may provide or submit to us when requesting tests or Services.
You are responsible for all User Content that you post on our Site or through the Services. You may not post User Content that: is not your own original creation or that you do not have permission to use (keep in mind that just because something on the internet does not have a copyright notice on it doesn’t mean you can use it without permission); infringes the copyright, trademark, patent right, or other proprietary right of any person or that is used without the permission of the owner; you know to be inaccurate; is pornographic, sexually explicit, or obscene; exploits children or minors; violates the rights of privacy or publicity of any person; is harassing, libelous, slanderous, or defamatory; contains any personally identifying information about any person without their consent or about any person who is a minor; may be deemed generally offensive to the community, including blatant expressions of bigotry, prejudice, racism, hatred, profanity or religious or political radicalism; includes advertisements, promotions, solicitations, spam, or offers to sell any goods or services for any commercial purpose; is off topic; is intended to provide professional advice, including but not limited to, the provision of medical treatment, or legal, financial or investment advice; is intended to solicit, recommend, endorse, or offer to buy or sell any securities or other financial instruments, tout stocks, or recommend that any particular security, portfolio of securities, transaction, or investment strategy is suitable for you or any specific person; violates any local, state, federal, and/or international laws or regulations; promotes or provides instructional information about illegal or illicit activities; contains software viruses or any other computer code, files, or programs designed to destroy, interrupt, or otherwise limit the functionality of any computer software, computer hardware, or other equipment; or, is intended to overwhelm, cause technical disruptions of or denial of service to our servers.
Use of Member Information. We will maintain and use your information according to our Privacy Policy, located at https://lovecomplement.com/pages/privacy-statement, which is incorporated by reference into this User Agreement, and which may be modified from time to time in our discretion. Your continued use of the Site or the Services indicates that you accept such modifications.
No Medical or Health Services. You acknowledge that we are not a health advisor, and we do not provide medical, health or other professional advice. You acknowledge that Health Consultants are not employees of Outlier Health, Inc. and are not providing services on behalf of Outlier Health, Inc. , but instead are independent professionals solely responsible for the services each provides to you. We do not make any treatment decisions. You agree to contact your Health Consultants immediately should your condition change or your symptoms worsen. If you are experiencing an emergent or urgent condition, you should contact your local emergency services immediately. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE RELATIONSHIP WITH YOUR HEALTHCARE PROVIDER.The information available on the Site and provided through the Services are not a substitute for professional medical advice. You should always seek the advice of your physician or another licensed health care provider with any questions you may have regarding your health.
HIPAA and Information Privacy.
You understand that we are not a “covered entity” as defined in the Health Insurance Portability and Accountability Act and the regulations implementing that Act (“HIPAA”). You understand that the Health Consultants and Labs are or may be “covered entities” that are subject to the provisions of HIPAA, so your health information provided to us by a Lab or Health Consultant may be subject to or protected by HIPAA. You agree to provide a separate HIPAA Privacy Authorization, which shall be provided to you prior to your utilization of the Services.
You authorize us to provide this HIPAA Privacy Authorization to the Health Consultants and Labs and understand that the Health Consultants and Labs may require you to execute additional documents authorizing their disclosure of your information. You understand that once your information is shared, federal privacy laws may no longer protect it from further disclosure; Health Consultants and others you authorize will have access to your information. We will protect your information and use your information only as provided for in this User Agreement, our Terms of Use, Privacy Policy, and the applicable HIPAA Privacy Authorization and Consent for Services.
You agree that we may store, transmit, receive, process, and/or access your personal information, including sensitive information, on or from our servers or those of our services providers which may be in or outside of the United States. We use a range of measures to safeguard information but these other countries may have laws that are different from those of the United States. You also consent to your personal information, including sensitive information, being transferred in the event of a business transition such as, but not limited to, a merger, sale, asset or stock acquisition by another company, or other transaction or proceeding.
Intellectual Property Rights.
Ownership of all intellectual property and other rights in the Site and Services, including, but not limited to, the software, design, layout, content, links, and the like shall remain with us and our licensors, as applicable. All Site content is protected by copyright and is owned by us or used with permission. We reserve all rights not specifically granted in this User Agreement.
Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part by any means, including but not limited to, the use of framing or mirrors. None of the content of our Site may be retransmitted without our express written consent.
Outlier Health, Inc. , the logo and the slogan “We make it easy to own your health”, as well as other trademarks we use are trademarks or registered trademarks of Outlier Health, Inc.
DMCA Notification.
We respect the rights of intellectual property holders. If you believe that any content on the Site violates this User Agreement or your intellectual property rights, you can report such violation to us in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512). In the case of an alleged infringement, please provide the following information:
A description of the copyrighted work or other intellectual property that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site (including the exact URL);
An address, a telephone number, and an e-mail address where we can contact you; A statement that you have a good faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;
A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; and,
Your electronic or physical signature, or that of the person authorized to act on behalf of the owner of the copyright or other right being infringed.
We may request additional information before we remove allegedly infringing material. You may report a copyright violation by providing the above information to the Outlier Health, Inc. designated agent listed below.
Director of Communications, Outlier Health, Inc. ,P.O. Box 2518 Edwards, CO 81632. ; Email: team@lovecomplement.com
We will terminate the Account of any user who repeatedly submits content that violates our intellectual property policies, Terms of Use, Consent for Services or any other policy. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had User Content removed from the Site more than twice.
Third Party Materials. The Site may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that we are not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
Disclaimer of Warranties.
THE SERVICES ARE NOT DESIGNED TO PROVIDE MEDICAL ADVICE OR FACILITATE MEDICAL EMERGENCIES. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR HEALTH. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE OBTAINED THROUGH THE SERVICES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. DO NOT RELY ON ELECTRONIC COMMUNICATIONS OR COMMUNICATION THROUGH THE SERVICES FOR IMMEDIATE, URGENT MEDICAL NEEDS.
THE SITE AND SERVICES ARE PROVIDED TO YOU “AS IS, AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND OUR AND OUR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SITE AND THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.
WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANY OF OUR PROVIDERS, PARTNERS, AFFILIATES, OR HEALTH CONSULTANTS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE SITE, OR THE INFORMATION, CONTENT INCLUDED THEREON; (II) THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE SITE; OR (IV) THAT THE SITE, OUR (AND OUR SERVICE PROVIDERS’) SERVERS, THE CONTENT, OR COMMUNICATIONS SENT FROM OR ON BEHALF OF US ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIME BOMBS OR OTHER HARMFUL COMPONENTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. You agree that we assume no responsibility for any content you submit, upload, create or make available through the Site.
Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OR ANY OF OUR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE OR THE SERVICES FOR:
PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OR CORRUPTION DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES;
ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH, OR FROM THE SITE OR THE SERVICES;
YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES;
THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; AND
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE GREATER OF (i) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES AND (ii) ONE HUNDRED DOLLARS (U.S.). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR CAUSE OF ACTION AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
WE DO NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THE SERVICES, OR ANY RELATED SERVICES. THE OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OUR CONTROL.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SITE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND INFORMATION SUBMITTED TO THE SITE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. IF YOU ARE A RESIDENT OF A STATE WITH PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE § 1542, YOU HEREBY WAIVE SUCH PROVISIONS OR PROTECTIONS.
Indemnification.
You agree to indemnify, defend and hold us and our officers, directors, employees, agents, affiliates, service providers, successors and assigns harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs, arising from or relating to (i) your use or misuse of the Site; (ii) your breach of this User Agreement; (iii) any User Content you submit, post to or transmit through the Site or the Service; or, (iv) your violation of any third party’s rights, including, but not limited to, intellectual property rights, right of privacy, right of publicity and confidentiality.
Dispute Resolution.
Good Faith Discussion. In the event of any dispute, claim, question, or disagreement arising from or relating to this User Agreement or the purchase, registration, or use of any Outlier Health, Inc. product or Services, we and you (collectively, the “Parties”) shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, the Parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such solution within a period of thirty (30) days, then all disputes shall be resolved by binding arbitration.
Arbitration. Any dispute, claim or controversy between you and Outlier Health that arises from or relates in any way to this User Agreement (including any alleged breach of this User Agreement), or Outlier Health’s relationship with you (collectively, “Dispute”) shall be exclusively resolved through binding individual arbitration except as specifically provided otherwise herein. “Dispute” as used in this Agreement shall have the broadest possible meaning and include claims that arose before the existence of this or any prior agreement and claims that arise during the term of this User Agreement or after the termination of this User Agreement. You and Outlier Health each waive the right to a jury trial and the right to litigate disputes in court in favor of individual arbitration (except as set forth below). You and Outlier Health each waive the right to file or participate in a class action against the other or otherwise to seek relief on a class basis. If there is a judicial determination that any particular claim cannot be arbitrated in accordance with this provision’s limitations, then only that claim may be brought in court. All other claims remain subject to this provision.
Notice. Before you commence arbitration of a claim, you must provide us with a written Notice of Dispute that includes your name, residence address, user name, email address or phone number you use for your Outlier Health account, a detailed description of the dispute and the relief that you seek. Any Notice of Dispute that you send to us should be emailed to us at [team@lovecomplement.com]. Before we commence arbitration, we will send you a Notice of Dispute to the email address that you use with your Outlier Health account (or by other appropriate means). If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration.
Small Claims Court Available. Notwithstanding the foregoing, either you or Outlier Health may elect to have an individual claim heard in a small claims court having jurisdiction over the claim. If the request to proceed in small claims court is made after an arbitration has been initiated but before an arbitrator has been appointed, such arbitration shall be administratively closed. Any controversy over the small claims court’s jurisdiction shall be determined by the small claims court. All other issues (except as otherwise provided herein) are exclusively for the arbitrator to decide, including but not limited to scope and enforceability of this Agreement, as well as any request to proceed in small claims court that is made after an arbitrator has been appointed.
Arbitration Procedures. Any arbitration shall take place in Colorado , in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), subject to the limitations of this section. This agreement to arbitrate will be specifically enforceable in any court having jurisdiction. Notice of a demand for arbitration shall be filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be made within a reasonable timeframe, and in no event shall any such demand be made after the date when institution of legal or equitable proceedings based on such dispute would be barred by the applicable statute of limitations. The Parties agree that one (1) arbitrator shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the Parties, but if they do not so agree within twenty (20) days after the date of the notice of a demand for arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration Rules of the AAA from the panels of business arbitrators maintained by the AAA. The Parties agree that the arbitrator shall have sole authority to decide whether claims brought by either party (except as otherwise noted in this User Agreement) are subject to this dispute resolution agreement. The decision of the arbitrator shall be made in writing, shall be final, judgment may be entered upon it in any court having jurisdiction thereof, and the decision shall not be subject to vacation, modification or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act, the terms of which sections the Parties agree shall apply. The fees charged by the AAA and arbitrator shall be shared equally by the parties.
Opt out. You may opt out of this provision within 30 days of the date that you agreed to this Agreement. To opt out, you must send your name, residence address, username, email address or phone number you use for your Outlier Health account (and a clear statement that you want to opt out of this arbitration agreement) to [team@lovecomplement.com].
Injunctive Relief. The foregoing shall not preclude Outlier Health from seeking injunctive relief in any court of competent jurisdiction located in other countries and jurisdictions for protection of Outlier Health’s intellectual property.
Class Action Waiver. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS USER AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS; ONLY INDIVIDUAL RELIEF IS AVAILABLE; AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the state or federal courts located in the State of Colorado. All other claims shall be arbitrated
Governing Law. All disputes arising out of or relating to the User Agreement shall be governed by Colorado law regardless of where you access the Site or the Services, and notwithstanding of any conflicts of law principles.
Preliminary Equitable Relief and Intellectual Property Claims. Either party to this User Agreement may bring a claim related to intellectual property rights, or seek temporary or preliminary specific performance or temporary or preliminary injunctive relief, in any court of competent jurisdiction, without the posting of bond or other security.
Miscellaneous.
Limitation of Time to File Claims. Any action, claim or dispute you have against us must be filed within one year, unless prohibited by applicable law. To the extent permitted by law, any claim or dispute under this User Agreement or the purchase, registration, or use of any Outlier Health, Inc. product or Services must be filed within one year in an arbitration proceeding. The oneyear period begins when the claim or notice of dispute first could be filed. If a claim or dispute is not filed within one year, it is permanently barred.
Assignment. You may not assign, transfer, or sell (voluntarily or by operation of law) your rights or obligations under this User Agreement, nor delegate your duties hereunder to any other person, without our prior written consent. Any purported assignment without our consent will be void and will constitute a breach of this User Agreement. We may assign this User Agreement or delegate or subcontract our obligations under this User Agreement at any time.
Waiver; Severability. Our failure to enforce any provision of this User Agreement will not be deemed to be a waiver of our right to enforce them. If any term or provision of this User Agreement will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this User Agreement will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of this User Agreement.
Notices. You agree that we may provide you with notices, including those regarding changes to this User Agreement, by email to the address you provide at the time of registration or as reflected in your Member profile on the Site.
No Affiliation with Outlier Health, Inc. You agree not to hold yourself out as in any way sponsored by, affiliated with, endorsed by, in partnership or venture with, nor as an employee or employer of Outlier Health, Inc. , any of our affiliates or service providers.
Entire Agreement. This User Agreement, including the other documents referenced and referred to herein, constitutes the entire agreement between you and us with respect to the Site and the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect thereto. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this User Agreement and any other terms, the terms of this User Agreement shall govern. If any provision of this User Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this User Agreement will continue in full force and effect. The headings of sections and paragraphs in this User Agreement are for convenience only and shall not affect its interpretation.