TERMS OF USE

INTRODUCTION

These are the terms, conditions, and policies of use (“Terms Of Use”) upon which Heallist Inc. (“Heallist” “we” or “us”) provides the website located at http://www.Heallist.com (the “Website”) and the services it offers (together with the Website, the “Service”) to visitors and users.

By using the Service, you accept these Terms Of Use including all future amendments. If you use the Service on behalf of an organization, you represent that you are authorized to accept these Term Of Use on behalf of the organization.

USING THE SERVICES

You are welcome to use the Website to book appointments, classes, sessions, and make purchases, directly from service providers who are subscribers of the Service (each, a “Provider”). Also, the Service allows you to post and view reviews of Providers and also non-Providers that are simply listed on the Website.

To use the Services, and depending on Heallist’s policies then in effect, you may either be able to use the Website on a ‘guest’ basis, or you may need to create an account (“Account”) which will require you to upload and update your information on the Website. You agree to immediately notify Heallist at support@Heallist.com following any unauthorized use, access or other compromise of your Account. Heallist reserves the right to disable any Account, or access by any visitor or user, upon its reasonable belief that security in respect to such use has been or likely will be compromised.

Heallist may provide, using Heallist’s own technology or a third-party provider technology, services that will enable users to access encounters with Providers via telecommunication technology (“Telecommunication Encounters”), such as interactive, audiovisual communications. Heallist’s Telecommunication Encounters services shall be limited to marketing and scheduling such Telecommunication Encounters, and under no circumstances shall Heallist be deemed to be the provider of such Telecommunication Encounters.

You represent and warrant that if you participate in any Telecommunication Encounters, you will deemed to have consented to engage in, and have wellness services delivered to you via, such Telecommunication Encounter, and also that you have availed yourself reasonable accommodations and procedures that will be operational in the event you may requireemergency wellness services during a Telecommunication Encounter.

USER CONDUCT

You agree and acknowledge that:

unless you are a wellness services provider and have entered into a Practitioner Services Agreement with Heallist, the Service is for personal use only. You will not use the Service for any commercial purpose.
you are solely responsible for all activities that occur through your Account or other use of the Service.
if you have an account on the Website, you will monitor that Account, change your password periodically, not provide your username or password to anyone else, not allow any other person or entity to access or use your Account, and notify Heallist immediately of any unauthorized use of your Account or breach of your password security by sending an email to support@heallist.com.
you will comply with all applicable laws in your jurisdiction.
your use of the Service may involve the transmission of private information, including potentially personal health information, via unsecure means (for example, email).

You will:

NOT use the Services in any illegal or unauthorized manner.
NOT abuse, harass, threaten, harm, or impersonate other Heallist users, or Heallist employees, at any time, for any reason.
NOT use the Service to post fraudulent, inaccurate, or misleading reviews.
NOT upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; in violation of copyright law or trademark law or any other law protecting intellectual property in any jurisdiction; or in a manner that violates the publicity or privacy rights of any person or entity.
NOT upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, ‘affiliate links’, or any other form of solicitation.
NOT transmit any worms or viruses or any code of a destructive nature.

PAYMENTS

For services that you order, schedule, subscribe to, or otherwise use or benefit from through the Website that carry a fee, you agree to pay the applicable fee to the Provider. If you elect to pay by credit card and the Provider does not receive payment from the credit card issuer, you agree to pay all amounts due to the Provider directly. In no way shall Heallist be liable for any fee, refund, or monetary issue arising between you and a Provider, another user, client, customer, practitioner, or any other person and/or entity.

MODIFICATIONS

Heallist reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms Of Use at any time. Such changes will become effective immediately after they have been posted to the Website or Heallist has otherwise notified you of the change. You should periodically review the most recent version of these Terms Of Use available via a link on the Website. Your continued use of the Service following posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms Of Use, Heallist grants you a limited, revocable, non-exclusive, non-assignable, non-sublicensable right to access and use the Service as it is intended to be used and in accordance with these Terms Of Use and applicable law. We grant you no other rights, whether express, implied, or otherwise.

OTHER WEBSITES

The Service may contain links to other websites (“Third Party Sites”). Third Party Sites are provided solely as a convenience to our users and visitors. Such Third Party Sites are not under Heallist’s control, and Heallist is not responsible for and does not necessarily endorse the content or practices of such Third Party Sites, including also any information or materials contained on such Third Party Sites. You will need to make your own independent judgment regarding your interaction with Third Party Sites.

ADULTS ONLY

You must be 18 years of age or older to use the Service. If the age of majority in your State is higher than 18 years, you must have attained the age of majority in your State, or have the consent of your parent or guardian, to use the Service. In accordance with Federal Children’s Online Privacy Protection Act of 1998 (COPPA), Heallist will never knowingly solicit, nor will it accept, personally identifiable information from users known to be under thirteen (13) years of age.

USER-GENERATED CONTENT

The Service allow you to author, upload, transmit, publish, disseminate, and/or otherwise make available content in the form of user-generated reviews and user-identifying information, such as a user’s name and email address (“User Content”). When you make copyrightable User Content available on or through the Service, you retain ownership of any copyright you claim to your User Content. You also represent and warrant that with respect to all User Content that you upload, transmit, publish, disseminate, and/or otherwise make available through the Service, (a) you have all the rights and licenses necessary to use, reproduce, publish, display publicly, perform publicly (including by means of digital audio transmission), distribute, and/or otherwise exploit such User Content in connection with the Service, and to grant to Heallist the licenses set forth in these Terms Of Use; and (b) the User Content will not infringe or otherwise violate the rights of any third party, including but not limited to the copyright, trademark, privacy, and/or publicity rights of any third party. By submitting User Content you hereby do and shall grant to Heallist (and its successors, assigns, partners, affiliates, and third party service providers) a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform (including by means of digital audio transmission), and otherwise exploit your User Content in connection with the Service and for any purpose and in any medium, by any means currently existing or yet to be devised. You also hereby do and shall grant to each user of the Service a non-exclusive license to access and view your User Content through the Service, and to use, reproduce, modify or create derivative works based thereon, distribute, publicly display, and publicly perform (including by means of digital audio transmission) such User Content as permitted through the functionality of the Service. By using the Service, you acknowledge and agree that Heallist does not guarantee access to or hosting of User Content. Heallist publishes User Content at its sole discretion; for example, access may be disabled to User Content that violates these Terms Of Use or creates a large demand on the Service.

GUIDELINES FOR REVIEWS

If you wish to review Providers or other Heallist subscribers, you agree that:

your review will be objective, useful, and informative for a reader to reasonably understand your experience;
your review will be formed as information relevant to a recommendation; for example, how the experience met your expectations; or if you would recommend a certain Provider.
your review will use short sentences that describe the highlights of your experience;, we recommend a review is kept in the general range of 30 to 120 words.

INTELLECTUAL PROPERTY

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, content, and computer code (collectively, “Heallist Content”), including but not limited to the design, structure, selection, coordination, expression, ‘look and feel’, and arrangement of such Heallist Content, contained on the Website and the Service, is owned, controlled, or licensed by or to Heallist, and is protected by patent, trademark, trade dress,copyright laws, as trade secrets, and various other intellectual property rights. Except as expressly provided in these Terms Of Use or otherwise permitted by law notwithstanding these Terms Of Use, no Heallist Content may be used, copied, reproduced, modified, republished, uploaded, posted, publicly displayed, publicly performed (including by means of a digital audio transmission), encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or any other medium for any purpose, regardless of whether that purpose is commercial or noncommercial in nature, and regardless of whether credit (in any manner) is given to Heallist or the Service, without Heallist’s express prior written consent.

VIOLATION OF THESE TERMS OF USE

Heallist may, in its sole discretion and without prior notice, terminate your access to the Service and/or block your future access to the Service if we determine that you have violated these Terms Of Use, or other agreements or guidelines which may be associated with your use of the Service, or applicable law (each, a “Violation”). If Heallist takes legal action against you as a result of a Violation and prevails, Heallist will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Heallist. You agree that Heallist will not be liable to you or to any third party for termination of your access to the Service as a result of any such Violation.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. HEALLIST AND ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, ADVISORS AND LICENSORS (IF ANY) (THE “HEALLIST PARTIES”) EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ANY WARRANTY OR CONDITION ARISING BY COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE. THE HEALLISTPARTIES MAKE NO WARRANTY THAT (a) THE SERVICE WILL MEET YOUR AND/OR ANY OTHER REQUIREMENTS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) USER CONTENT WILL BE HOSTED AND/OR TRANSMITTED WITHOUT INTERRUPTION OR CESSATION; (d) USER CONTENT WILL BE HOSTED AND/OR TRANSMITTED IN ACCORDANCE WITH PREFERENCES YOU SPECIFY, INCLUDING WITHOUT LIMITATION PREFERENCES YOU SPECIFY REGARDING ANONYMITY AND/OR PRIVACY OF ANY USER CONTENT; (e) ANY PRODUCTS, SITES, INFORMATION, OR OTHER MATERIAL, WHETHER IN TANGIBLE OR INTANGIBLE FORM, PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR ANY STANDARD OF QUALITY; AND (f) ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE WILL BE CORRECTED. ANY MATERIAL, INFORMATION, OR DATA DOWNLOADED OR OTHERWISE ACCESSED OR OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER HARM THAT MAY RESULT FROM THE DOWNLOAD AND/OR USE OF SUCH MATERIAL. NO ADVICE, REPRESENTATION, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY OR ALL OF THE HEALLIST PARTIES OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

LIMITATION OF LIABLITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE HEALLIST PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED. THIS INCLUDES, BUT IS NOT LIMITED TO, LOST PROFITS, GOODWILL AND/OR BUSINESS REPUTATION; LOSS OF DATA; ANY REPERCUSSION IN CONNECTION WITH PUBLICATION OF ANY USER CONTENT YOU PROVIDE TO HEALLIST; ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE; AND/OR ANY OTHER TANGIBLE OR INTANGIBLE LOSSES. THIS ALSO INCLUDES ANY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU AS A RESULT OF (a) ANY CHANGES THAT HEALLIST MAY MAKE TO THE SERVICE; (b) ANY PERMANENT OR TEMPORARY CESSATION OF OR ERROR IN THE SERVICE; (c) THE PUBLICATION OF ANY USER CONTENT YOU PROVIDE TO HEALLIST; OR (d) THE DELETION OR CORRUPTION OF OR FAILURE TO STORE ANY CONTENT OR OTHER PROPERTY MAINTAINED THROUGH THE SERVICE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THESE TERMS OF USE SHALL APPLY IRRESPECTIVE OF THE THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT (INCLUDING ANY AND ALL TYPES OF BREACH), WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY, TORT (INCLUDING ALSO NEGLIGENCE), EQUITABLE DOCTRINE, OR OTHER THEORY, EVEN IF ANY OR ALL HEALLIST PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE THAT THE HEALLIST PARTIES SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, THE HEALLIST PARTIES’ LIABILITY WILL BE LIMITED ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

DISCLAIMER REGARDING HIPAA COMPLIANCE

If and to the extent you are covered entity under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and need your business associates to comply with HIPAA, Heallist hereby notifies you that Heallist’s operations are not compliant with HIPAA. Heallist’s operations may generally be exempt from HIPAA pursuant to the conduit exception; however, if and to the extent the Services provided to you would not qualify for the conduit exception, Heallist’s operations with respect to the Service are not HIPAA compliant. You understand and agree that Heallist will not execute a business associate agreement under HIPA.

INDEMNIFICATION

You will indemnify and hold any and all of the Heallist Parties harmless from and against any and all liabilities and costs (including without limitation reasonable attorneys’ fees) incurred by any or all of the Heallist Parties in connection with any claim arising out of your breach of these Terms Of Use. Heallist reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

DISPUTE RESOLUTION

All disputes relating to your access to, or use of, the Service will be governed by the laws of the State of Delaware, U.S.A. In the event of any controversy or dispute between Heallist and you arising out of or in connection with your use of the Service, you and us will attempt, promptly and via good faith discussions, to resolve such dispute. If we are unable to resolve any such dispute within a reasonable time, then either you or us may submit such controversy or dispute to mediation to take place in New York City, NY. If the dispute cannot be resolved through mediation, then you and us will each be free to pursue any and all available legal and equitable rights and remedies in the State or Federal courts located in New York County, NY. Regardless of (a) anything to the contrary contained in these Terms Of Use; (b) any statute of limitations; (c) and any other law, any claim under these Terms Of Use and/or otherwise related to the Service must be brought within one (1) year after the cause of action arises, or such claim or cause of action is forever barred.

SEVERABILITY; WAIVER; ASSIGNMENT; NOTICES

If any portion of these Terms Of Use is held to be invalid or unenforceable by a tribunal of competent jurisdiction, such specific portion shall be stricken and the remainder of these Terms Of Use shall remain enforceable as written.
If Heallist does not exercise or enforce any legal right or remedy including without limitation those contained in these Terms Of Use or arising under applicable law, this will not constitute a waiver of our rights.
Heallist may assign or delegate all rights and obligations in these Terms Of Use, in whole or in part.
Heallist may provide you with notices, including those regarding changes to these Terms Of Use, by email or through postings to the Service.

CONTACT

Questions regarding these Terms Of Use should be directed to Heallist by emailing us atsupport@Heallist.com or mailing us at:

Heallist Inc.
Legalinc Corporate Services Inc.
651 N Broad St., Suite 201
Middletown DE 19709

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HEALLIST INC. // TERMS OF USE // V2 // MAY 2023