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A clinic for people who want to breathe better, using scientific evidence and guided exploration of how chronic stress, life experiences and the environment interact with your body function and sensation of breathing.

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Terms of Service

SENSEMED INC.

WEBSITE TERMS OF SERVICE

Last Updated: March 10. 2023

PLEASE NOTE: SENSEMED INC’S SERVICES ARE NOT FOR USE IN MEDICAL EMERGENCIES OR OTHER URGENT SITUATIONS. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 9-1-1 IMMEDIATELY.

Welcome to SenseMed! These Terms of Service (“Terms”) govern your access to and use of the website at https://sensemed.health/. (the “Website”) and constitutes a binding legal agreement between you (“you”, “your” or “User” refers to the individual that visits or uses our Website), as a user of the Website for adherence, and to SenseMed Inc., (doing business as “SenseMed”), and its affiliates (“SenseMed,” “we,” “us,” or “our”). For further information on policies governing the use of our technology platforms, please visit our Website’s Privacy Policy.

NOTE THAT SECTION 30 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

By accessing or using our Website, you agree to these Terms. Failure by us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. 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. If we make changes, we will notify you by revising the date at the top of the Terms and, in some cases, we may provide you with additional notice (such as adding a statement to our homepage or sending you an electronic notification). It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to these Terms of Service constitutes acceptance of those changes. If you do not agree with these Terms, including the mandatory arbitration provision and class action waiver in Section 32.6, you are not authorized to access or use the Website for any purpose.

1. PRIVACY POLICY

Federal and State laws govern the confidentiality of medical information. Please read our privacy policy for information about how SenseMed collects, uses, and discloses information through the Website. By accessing or using our Website you agree that SenseMed can collect, use and share such information in accordance with our privacy policy, which is hereby incorporated into these Terms by reference. If you do not agree with the Privacy Policy, you should immediately cease any use of our Services. We reserve the right to modify our privacy policy from time to time.

2.  BROWSING ELIGIBILITY AND MINORS

The Services are not targeted toward or intended for use by anyone under the age of eighteen (18). By using the Services, you represent and warrant that you (a) are eighteen (18) years of age or older or have the permission of a parent or guardian to use the Services if you are recognized as a minor in your state of residence, (b) are residing in the state from which medical services are sought, specifically New York and/or Massachusetts, (c) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, (d) do not have more than one SenseMed Account, and (e) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms. Note: Use of the Website by minors is subject to the consent of their parent or guardian. We advise parents or guardians who permit their children to use our Website that it is important that they communicate with their children about their safety online. As a parent or guardian of a minor User, you are responsible to us if you or the minor user violates these Terms, as above-mentioned.

3. SERVICES

SenseMed’s website provides comprehensive telehealth-based offerings to patients related to lung health, mental health, and other relevant topics pertaining to peoples’ overall wellbeing. It enables patients’ access to pulmonology services from experienced doctors and trauma therapists while working with individuals to identify how chronic stress, life experiences, and personal environments interact with body functions and the sensation of breathing. SenseMed’s specialized respiratory health services include, telehealth-based examinations by a board certified doctor in internal medicine, pulmonary medicine and critical care, and/or an experienced provider of trauma therapy with specific expertise in mental health. SenseMed will review existing medical records, create personalized lists of treatments, and provide practical discovery tools to understand possible causes of breathing difficulties (“Services”). The website includes a blog page where users may enter comments about articles that are posted. Articles may include educational videos created by the SenseMed staff, or videos from providers according to appropriate permissions. The website also serves as a repository for external resources recommended by the SenseMed staff and serves as a point of request-for-entry into the SenseMed medical clinic for Massachusetts and New York State residents. SenseMed offers a platform for limited pulmonology services only and the Services are seen as a guide to the identification of causes of difficulty breathing and the website should be used as an educational resource only.

4. SENSEMED AFFILIATED MEDICAL PRACTICES AND PROVIDERS OFFER COMPETITIVE CASH PAY PRICING FOR SERVICES

  • Prices and availability of Services detailed in Section 1 are subject to change without The fees related to video telehealth services with the SenseMed clinic program starts at $100.00. Fees are subject to change and may vary depending on each individual case. The clinic reserves the right to deny entry into the clinic based on resource availability. Applicants are asked to review terms before they can be considered for entry. These terms outline the philosophy of the clinic and the proposed approach to improving your health. The clinic also allows for lower fees to be offered on an individual, and case-by-case basis. The prices for Services are quoted in U.S. Dollars and are valid and effective only in the United States.

5. MEDICAL EMERGENCY

  1. USER ACCOUNTS, ACCOUNT SECURITY, AND COMMUNICATION PREFERENCES

You will need to register for a SenseMed Account (“Account”) within SenseMed’s EHR Portal to access some or all of our Services. As part of this process, you will be required to register with SenseMed’s third party EHR servicer. You will provide your name, email address, date of birth, phone number, gender, physical address, social security number, and create a password when you create an Account. If you register for an Account, you must provide accurate Account information and promptly update this information if it changes. You also must maintain the security of your Account and promptly notify us if you discover or suspect that someone has accessed your Account without your permission. You may designate another person involved with your care, called a “Caregiver”, to receive access to your Account. You understand that the Caregiver will be able to access your Account and all of the information in the Account, including the ability to download, print, email and provide access to the information to others. If you permit others to use your Account credentials, or if you designate a Caregiver, you are responsible for the activities of such users, including Caregivers, that occur in connection with your Account.

By creating an Account, you also consent to receive electronic communications from SenseMed (e.g., via email, text message, or by posting notices to the Services). These communications may include operational notices about your Account (e.g., payment authorizations, password changes, and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. Please note, if you submit a general inquiry or contact us, SenseMed may send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may opt-out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

7. USER SUPPLIED MATERIAL

 Our Services may allow you to upload, store and share content, including messages, text, photos, and other materials (collectively, “User Content“). Except for the license you grant below, as between you and SenseMed, you retain all rights in and to your User Content.

Excluding in this Section protected health information that has not been de-identified, which is covered by our privacy policy [email protected], you hereby grant SenseMed a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content in all media formats and channels now known or later developed without compensation to you. This license is effective until terminated by you or SenseMed.

If you supply or transmit any User Content via the Services, you represent and warrant to us that you have the legal right necessary to grant us the license described above and that such material will not violate any law or the rights of any person or entity (including without limitation copyright, trademark, patent, trade secret, or other intellectual property rights, or moral right or right of publicity).

In the event you choose to provide SenseMed with any feedback, suggestions, or similar communications, all such messages (collectively, “Feedback Messages”) will be considered non-personal, non-confidential, and nonproprietary. You hereby grant SenseMed a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, irrevocable license to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute your Feedback Messages, in whole or in part, and including all intellectual property rights therein.

Any User Content posted publicly or sent privately is the sole responsibility of the person that submitted it, including but not limited to blog posts and/or negative comments from Users. Although SenseMed reserves the right to review or remove all User Content on the Services, we do not necessarily review all of it. As such, we do not take responsibility for any User Content provided through the Services.

8. APPROPRIATE USE OF THE SERVICES

 You agree to use the Services in accordance with all applicable local, state, national and foreign laws, treaties and regulations. You will not violate any contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services.

In addition, without limitation, you will not, directly or indirectly, do any of the following while using or accessing the Services:

  • engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  • use or attempt to use another User’s Account without authorization from that User and SenseMed;
  • use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
  • infringe any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
  • attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
  • develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
  • misrepresent your identity or provide SenseMed with any false information in any information-collection portion of our Sites, App, or Services;
  • directly or indirectly authorize anyone else to take actions prohibited in these Terms of Service; or
  • use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these

You may also only upload or otherwise share User Content that you have all necessary rights to disclose. You may not upload, store or share any User Content that:

  • is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  • would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  • may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary rights of any party;
  • contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
  • impersonates, or misrepresents your affiliation with, any person or entity;
  • contains any private or personal information of a third party without such third party’s consent;
  • contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; or
  • is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Services, or that may expose SenseMed or others to any harm or liability of any type.

In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

9. TERMINATION; CANCELLATION

We may change the Services, and the SenseMed Content at any time. We may discontinue offering our Services, and we may suspend or terminate your right to use our Services at any time, in the event that you breach these Terms, for any other reason, or for no reason at all, in our sole discretion, and without prior notice to you.

All licenses and other rights granted to you by these Terms will immediately terminate upon termination of your right to use our Services or our termination of the Services. These Terms will survive and continue to apply after any suspension, termination, or cancellation, except that your access rights and other rights as a user will be suspended, terminated, or canceled, respectively.

10. SERVICE PRICING INFORMATION

 SenseMed offers competitive pricing for Services. Please note that prices for Services, offers, and specials are subject to change at any time without notice. For Service purchases, we accept credit and debit cards. Services may also be covered by private or government insurance plans, if applicable. The prices for Services are quoted in U.S. Dollars and are valid and effective only in the United States.

While SenseMed strives to provide accurate pricing information, pricing or typographical errors may occur. In the event a Service is listed at an incorrect price due to typographical error, or any other reason, we shall have the right to refuse or cancel any order placed for such Service at the incorrect price, even if the order has been confirmed and/or your credit or debit card has been charged. If your credit or debit card has already been charged for the Services and your order is canceled, SenseMed shall promptly issue a credit to your credit or debit card account in the amount of the correct price.

SenseMed and its affiliates do not advertise or solicit for patronage which is not in the public interest or in violation of any State or Federal laws. Any advertising of fixed prices or a stated range of prices for specified routine professional services is permitted, provided that if there is an additional charge for related services that are an integral part of the overall service being provided, the advertisement shall so state, and provided further that the advertisement indicates the period of time for which the advertised practices shall be in effect.

SenseMed, ITS AFFILIATES, AND ITS LICENSED PROFESSIONALS DO NOT PAY, RECEIVE, OR SOLICIT, ANY REMUNERATION IN RETURN FOR REFERRALS, DIRECTLY OR INDIRECTLY OFFER, GIVE, SOLICIT, OR RECEIVE OR AGREE TO RECEIVE, ANY FEE OR OTHER CONSIDERATION TO OR FROM A THIRD PARTY FOR THE REFERRAL OF A SUBSCRIBER OR IN CONNECTION WITH THE PERFORMANCE OF SERVICES, NOR ARE ANY OF THE ENTITIES OR PERSONS PERMITTED TO SHARE IN THE FEES FOR SERVICES, INCLUDING ANY ARRANGEMENT OR AGREEMENT WHEREBY THE AMOUNT RECEIVED IN PAYMENT FOR FURNISHING SPACES, FACILITIES, EQUIPMENT OR PERSONNEL SERVICES USED BY A LICENSEE CONSTITUTING A PERCENTAGE OF, OR OTHERWISE DEPENDENT UPON, THE INCOME OR RECEIPTS OF THE LICENSEE FROM SUCH PRACTICE SUBJECT TO CERTAIN EXCEPTIONS PERMITTED BY LAW. FOR FURTHER INFORMATION REGARDING FEE–SPLITTING, STARK, ANTI–KICKBACK, OR EKRA LAWS, PLEASE VISIT THE FOLLOWING WEBSITE:

11. SERVICE PAYMENT, LATE FEES, CANCELLATIONS, AND REFUNDS

Service payment for patients is due at the time the Service is rendered. By paying with a credit or debit card, you hereby certify that you are:(1) an authorized user of the credit or debit card, or have been granted authorization to use the credit or debit card; (2) you authorize SenseMed to charge the amount agreed upon to the credit or debit card; and (3) if the charge is declined or reversed by the credit or debit card issuer, network, or bank, you agree to reimburse SenseMed for all reasonable costs of collection. You understand that you are still responsible for the full payment of Services. Presenting any form of payment in which you are not an authorized user may be considered fraud and subject to law enforcement notification and prosecution. You also understand that you may not settle amounts you owe to SenseMed by writing “Paid in Full,” “Full and Final Payment,” “In Full Satisfaction,” or any other message on your bill.

To cancel an appointment, you must provide at least twenty-four (24) hours’ notice. If you do not cancel your appointment within twenty-four (24) hours of the appointment time, you will be subject to a late cancellation fee. The late cancellation fee will be charged to the credit card, debit card, or account on file. Unrendered canceled Services will not be charged to your account or billed to your insurance.

SenseMed does not offer refunds on services rendered even if you are disappointed in the result or unhappy with the outcome

12. EVENTS OUTSIDE OUR CONTROL

 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster, or failure of public or private telecommunications networks.

If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms: (1) If necessary, we will contact you as soon as reasonably possible to notify you and (2) our obligations under these general conditions will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.

13. COMMUNICATIONS

 When obtaining Services, you may receive communications from us, which may include emails, chat messages, text messages (SMS; MMS; RCS), and voice calls (the “Communications”). Your agreement to receive Communications is not a condition of any Service. Communications from or on behalf of SenseMed may include but are not limited to: the use of Services; informational communications concerning the Website, messages from your healthcare provider, marketing content such as updates concerning new and existing Services; and communications concerning promotions run by us or our third-party affiliates.

IF YOU WISH TO OPT OUT OF SenseMed PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF SenseMed TEXT MESSAGES (INCLUDING OPERATIONAL, PROMOTIONAL, AND TRANSACTIONAL), YOU CAN REPLY WITH THE WORD “STOP” or “STOP ALL.”

Additionally, you agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

13.1. Mobile Text Message Opt In

SenseMed’s EHR servicer may provide patients the option to receive mobile text messages from SenseMed by affirmatively opting in. By opting in, you agree to receive auto-dialed or predetermined mobile messages at the phone number associated with your opt-in. 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 the mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply.

13.2. Mobile Text Message Opt Out

If you do not wish to continue to receive text messages, you agree to reply STOP, or STOP ALL, to any mobile message sent to you in order to opt out. 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 an agent or employee to remove you from our list, is not a reasonable means of opting out. Ten (10) days will be given to honor requests to opt-out.

14. TESTIMONIALS, REVIEWS, AND CONTESTS

 SenseMed and its affiliates may feature testimonials and reviews from patients in order to provide Users with additional information about others’ experiences with the Services offered. While all information, photos, and quotes used are from actual patients sharing their honest opinions of the Services, these testimonials or reviews are not to be considered as a guarantee that current or future patients will experience the same results, or a guarantee that all patients will have the same experience. You understand and agree that by reading a featured testimonial or review on our Website, you do not expect the same results, and understand this information is not a guarantee.

SenseMed and its affiliates may also provide the opportunity to participate in contests or sweepstakes on our Website and/or third-party social media platforms. If you participate, we will request certain personal information. Participation in these contests is voluntary and you, therefore, have a choice whether or not to disclose this information. We may announce the names of contest winners on our Website and/or on social media platforms.

15. FEEDBACK

 You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding SenseMed or its professional services is entirely voluntary and SenseMed will be free to use such feedback, comments or suggestions as it sees fit and without any obligation to you.

16. THIRD PARTIES

 Any dealings with third parties included within or on the Services, involving the delivery of and payment of third-party goods in relation to Services, or any other terms,

conditions, warranties, or representations associated with such third parties, are solely between you and that third party. SenseMed is neither responsible nor liable for any part of such dealings or promotions. Any reference to any third party or the products or services of any third party on the Website or during Services does not constitute an endorsement or recommendation of such third party or the product or services of such third party by SenseMed or any of its employees, officers, independent contractors, agents, affiliates, or other representatives. Any reference to any third party on the Website is provided to you for informational purposes only. SenseMed encourages you to conduct your own research and due diligence regarding such third parties and their products and services.

17. LINKS TO THIRD PARTIES

 The Website may include links to third-party Websites, resources, and advertisements (collectively, “Third-Party Sites”). SenseMed is not responsible or liable for the availability or accuracy of, and SenseMed does not endorse, sponsor, or recommend any Third-Party Sites or the content, products, or services on or available from such Third-Party Sites. Your use of Third-Party Sites is at your own risk, and SenseMed and its affiliates will not be liable for any losses arising out of or relating to Third-Party Sites.

In addition, SenseMed makes no representation that such Third-Party Sites are appropriate or available for use in any particular location. To the extent you choose to access such Third-Party Sites, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. SenseMed reserves the right to change, suspend, remove, or disable access to any Third-Party Sites at any time without notice. In no event will SenseMed be liable for the removal of or disabling access to any such Third-Party Sites. SenseMed may also impose limits on the use of or access to certain Third-Party Sites in any case and without notice or liability.

Before you use any Third-Party Site, you should review the applicable terms of use and policies for such website.

18. GENERAL CONTENT

 For purposes of these Terms: “Content” means text, graphics, images, music, software, audio, video, feedback, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.

Content on the Services is provided to you “AS IS.” We reserve the right to change the Website and the SenseMed Content (defined below) at any time. However, we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site. We are not responsible if information made available on

this site contains typographical errors, is not accurate, is not complete, or is not current. The material on this site is provided for general information only and should not be relied upon as the sole basis for making decisions. Any reliance on the material on this site is at your own risk. Under no circumstances will SenseMed be liable in any way for any SenseMed Content, including, but not limited to, any errors or omissions in any SenseMed Content, or any loss or damage of any kind incurred at any time as a result of the use of any SenseMed Content posted, emailed, transmitted or otherwise made available via the Service.

This site may contain certain historical information. Historical information may not be current and is provided for your reference only.

19. INFORMATION AND SERVICES PROVIDED BY THIRD-PARTY ELECTRONIC HEALTH RECORD SYSTEMS

 Any information and services provided by third-party electronic health record systems (“Third-Party EHRs”) on the Services are the sole responsibility of Third-Party EHRs. SenseMed has no responsibility or liability for the information and services provided by Third-Party EHRs. Similarly, Third-Party EHRs have no responsibility or liability for the services provided by SenseMed. Third-Party EHRs and SenseMed have no agency, partnership, joint venture, or employee-employer relationship intended or created by these Terms or any relationship between these Third-Party EHRs and SenseMed.

Any information provided by Third-Party EHRs is designed to assist licensed healthcare practitioners in caring for Users and/or to serve Users viewing this service as a supplement to, and not a substitute for, the expertise, skill, knowledge, and judgment of healthcare practitioners. Healthcare practitioners should use their professional judgment in using the information provided. Third-Party EHRs do not assume any responsibility for any aspect of healthcare administered with the aid of information the Third-Party EHRs provide.

20. SENSEMED CONTENT; INTELLECTUAL PROPERTY

 The Website, text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos,   slogans,   and   other   content   contained therein (collectively, the “SenseMed Content”) are owned by or licensed to SenseMed and are protected under copyright, trademark, and other laws of both the United States and foreign countries. Except as explicitly stated in these Terms, SenseMed and its licensors (including other patients) reserve all rights in and to its Website and the SenseMed Content.

SenseMed hereby grants you a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use the Website and the SenseMed Content; provided, however, that such license is subject to these Terms and does not include any right to (1) sell, resell the Website, or the SenseMed Content;(2) copy,reproduce, distribute, publicly perform or publicly display SenseMed Content, except as expressly permitted by SenseMed or its licensors;(3) modify the SenseMed Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of the Website and the SenseMed Content;(4) use any data mining, robots or similar data gathering or extraction methods; and(5) use the Website or the SenseMed Content other than for their intended purposes. Any use of the Website or the SenseMed Content other than as specifically authorized herein, without SenseMed’s prior written permission, is strictly prohibited and will terminate the license granted herein.

21. COPYRIGHT COMPLAINTS

 SenseMed reserves the right in its sole discretion to immediately suspend and/or terminate access to the Services by any Subscriber who is alleged to have infringed on the intellectual property rights of SenseMed or of a third party, or otherwise violated any intellectual property laws or regulations. SenseMed’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want SenseMed to delete, edit, or disable the material in question, you must provide SenseMed with all of the following information:

  • a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
  • identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  • identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SenseMed to locate the material;
  • information reasonably sufficient to permit SenseMed to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;
  • a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For this notification to be effective, you must provide it to SenseMed’s Designated Agent by email with a return receipt acknowledgement:

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Website is infringing, you may be liable to SenseMed for certain costs and damages.

22. APPROPRIATE USE OF THE WEBSITE

 You agree to use the Website in accordance with all applicable local, state, national and foreign laws, treaties, and regulations. You will not violate any contract, intellectual property, or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Website.

In addition, without limitation, you will not, directly or indirectly, do any of the following while using or accessing the Website:

  • engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
  • use or attempt to use another User’s account or third-party account without authorization from that User;
  • launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Services in a manner that sends more request messages to SenseMed servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web
  • forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
  • use our Website in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying our Website or that could damage, disable, overburden or impair the functioning of our Website in any manner;
  • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
  • reverse engineer any aspect of our Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Website;
  • attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Website that you are not authorized to access;
  • develop or use any third-party applications that interact with our Website without our prior written consent, including any scripts designed to scrape or extract data from our Website;
  • avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by SenseMed or any of SenseMed’s providers or any other third party (including another Subscriber) to protect the Services or Content;
  • misrepresent your identity or provide SenseMed with any false information in any information-collection portion of our Website;
  • infringe any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
  • use any meta tags or other hidden text or metadata utilizing a SenseMed trademark, logo URL or product name without SenseMed’s express written consent;
  • use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • directly or indirectly authorize anyone else to take actions prohibited in these Terms of Service; or
  • use our Website for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these

You may also only upload or otherwise share Subscriber Content that you have all necessary rights to disclose. You may not upload, store or share any Subscriber Content that:

  • is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
  • would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national or international law;
  • may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
  • contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
  • impersonates, or misrepresents your affiliation with, any person or entity;
  • contains any private or personal information of a third party without such third party’s consent;
  • contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; or
  • is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Website, or that may expose SenseMed or others to any harm or liability of any type.

If you become aware of misuse of the Service by any person, please contact SenseMed At [email protected].

23. INTERNATIONAL USE

 Due to the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

24. WEBSITE UPDATES

 SenseMed may from time to time, in its sole discretion (without obligation), develop and provide updates for our Website, which may include error corrections and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that SenseMed has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. For clarity, all Updates are part of the Website and subject to these Terms.

Portions of the software may not properly operate if you do not install all Updates, so we encourage you to promptly install all Updates. To that end, based on your mobile device settings, with respect to an App, when your mobile device is connected to the Internet, either (i) the Updates will automatically download and install or (b) you may receive notice of or be prompted to download and install available Updates. For clarity, all Updates are part of the Services and subject to these Terms.

25. TERMINATION; CANCELLATION

 We may discontinue our Website, and we may suspend or terminate your right to use our Website at any time, in the event that you breach these Terms, for any other reason, or for no reason at all, in our sole discretion, and without prior notice to you.

All licenses and other rights granted to you by these Terms will immediately terminate upon termination of your right to use our Website or our termination of the Website. These Terms will survive and continue to apply after any suspension, termination, or cancellation, except that your access rights and other rights as a user will be suspended, terminated, or canceled, respectively.

26. DISCLAIMER OF WARRANTIES

 YOUR USE OF THE WEBSITE AND THE SenseMed CONTENT INCLUDED IN THIS WEBSITE IS AT YOUR SOLE DISCRETION AND RISK. THE WEBSITE AND THE SenseMed CONTENT INCLUDED IN THIS WEBSITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND.

SenseMed AND ITS LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE WEBSITE AND THE SenseMed CONTENT INCLUDED IN THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

WE DO NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY SUBSCRIBER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY OUR WEBSITE.

WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, (1) THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE WEBSITE AND THE SenseMed CONTENT INCLUDED IN THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY SenseMed CONTENT OR ITS APPLICABILITY TO YOUR INDIVIDUAL CIRCUMSTANCES, OR (B) THAT THE WEBSITE AND THE SenseMed CONTENT INCLUDED IN THIS WEBSITE WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED. OUR WEBSITE AND THE SenseMed CONTENT INCLUDED IN THIS WEBSITE ARE DEVELOPED FOR USE IN THE UNITED STATES AND SenseMed AND ITS LICENSORS AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTY CONCERNING THE WEBSITE AND THE SenseMed CONTENT INCLUDED IN THIS WEBSITE WHEN THEY ARE USED IN ANY OTHER COUNTRY.

NO ADVICE OR INFORMATION PROVIDED TO YOU BY SenseMed WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT PERMIT US TO EXCLUDE WARRANTIES IN THESE WAYS, SO IT IS POSSIBLE THAT THESE EXCLUSIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT THE EXCLUSIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

27. LIMITATION OF LIABILITY

 IN NO EVENT WILL SenseMed, SenseMed’S LICENSORS, AFFILIATES, AND OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES, (COLLECTIVELY, “SENSEMED PARTIES”) BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA OR LOST PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE OR FROM THE CONDUCT OF YOU OR ANYONE ELSE (INCLUDING BUT NOT LIMITED TO BODILY INJURY, DEATH OR PROPERTY DAMAGE), WHETHER ONLINE OR OFFLINE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SenseMed CONTENT INCLUDED IN THIS WEBSITE, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SenseMed HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, THE SenseMed CONTENT INCLUDED IN THIS WEBSITE, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE. IF THE FOREGOING IS NOT ENFORCEABLE

AGAINST YOU, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF THE SenseMed PARTIES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (1) THE AGGREGATE AMOUNT YOU PAID SenseMed TO ACCESS OR USE THE WEBSITE IN THE MOST RECENT TWELVE-MONTH PERIOD, OR (2) $50.

SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN THESE WAYS, SO IT IS POSSIBLE THAT THESE LIMITATIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH AN EVENT THE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

28. INDEMNIFICATION

 You will indemnify, defend, and hold harmless the SenseMed Parties from and against any and all claims, causes of action, demands, liabilities, losses, costs, or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:

  • your access to or use of the Website, or the SenseMed Content included in the Website;
  • your Subscriber Content;
  • your violation of any of the provisions of these Terms;
  • your conduct in connection with our Website; or
  • your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property, or privacy

SenseMed reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

29. RELEASE

 To the fullest extent permitted by applicable law, you release SenseMed and the other SenseMed Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE § 1542 AS WELL AS ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

30. DISPUTE RESOLUTION; BINDING ARBITRATION

 PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH SenseMed AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

30.1. Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands, or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 25 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and SenseMed agree to waive your and SenseMed’s respective rights to have any and all Disputes arising from or related to these Terms, or the Website, resolved in a court, and (2) to waive your and SenseMed’s respective rights to a jury Instead, you and SenseMed agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

30.2. No Class Arbitrations, Class Actions, or Representative Actions

You and SenseMed agree that any Dispute arising out of or related to these Terms or the Website is personal to you and SenseMed and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. You and SenseMed agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and SenseMed agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. The arbitrator does not have the power to vary these class action waiver provisions.

30.3. Federal Arbitration Act

You and SenseMed agree that these Terms affect interstate commerce and that the enforceability of this Section shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

30.4. Notice; Informal Dispute Resolution

You and SenseMed agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises so that the parties can attempt in good faith to resolve the Dispute informally. Notice to SenseMed shall be sent by certified mail or courier to 330 bridge street, Greenport, NY 11944. Your notice must include (1) your name, postal address, telephone number, and an email address at which you can be contacted, (2) a description in reasonable detail of the nature or basis of the Dispute, and (3) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with Section 13 and will include (4) our name, postal address, telephone number, and an email address at which we can be contacted with respect to the Dispute, (5) a description in reasonable detail of the nature or basis of the Dispute, and (6) the specific relief that we are seeking. If you and SenseMed cannot agree on how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or SenseMed may, as appropriate and in accordance with this Section 30, commence an arbitration proceeding or, to the extent specifically provided for in Section 33.1, file a claim in court.

30.5. Process

EXCEPT FOR DISPUTES ARISING OUT OF OR RELATED TO A VIOLATION OF SECTION 25 OR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND SenseMed AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR SenseMed WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND SenseMed WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and SenseMed agree that (1) any arbitration will occur in the State of Delaware, (2) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (3) that the state or federal courts of the State of Delaware and the United States, respectively, sitting in the State of Delaware, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

30.6. Authority of Arbitrator

As limited by the FAA, these Terms, and the applicable JAMS rules, the arbitrator will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (2) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding any other provision of this Section, any and all issues relating to the scope, interpretation, and enforceability of the class action waiver provisions contained in Section 32.6, are to be decided only by a court of competent jurisdiction, and not by the arbitrator.

30.7. Rules of JAMS

The rules of JAMS and   additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (1) acknowledge and agree that you have read and understand the rules of JAMS, or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

30.8. Severability

If any term, clause, or provision of this Section 30 is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses, and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in Section 33.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

30.9. Opt-Out Right

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by writing to: [email protected]. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 30. If you do not provide SenseMed with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in this Section 30.

31. GOVERNING LAW; VENUE

 These Terms and our relationship with you will be governed by the laws of the State of Massacheuttes and New York, excluding its choice of laws rules. You and SenseMed each irrevocably agree that any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court shall be resolved on an individual basis exclusively in the state courts located in Kent County Massachusetts and New York. You and SenseMed each irrevocably consent to the personal jurisdiction of these courts and waive any and all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you and SenseMed agree that SenseMed may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

32. MISCELLANEOUS

32.1. Inaccurate Information

The Website may contain typographical errors or other inaccuracies and may not be complete or current. SenseMed reserves the right, but does not have the obligation, to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice to you. SenseMed may refuse to provide services that are based on inaccurate or erroneous information on the Website, including, without limitation, incorrect or out-of-date information regarding pricing, payment terms, or for any other lawful reason.

32.2. Modification

We reserve the right to change our Terms at any time. Any changes that we make will become a part of our agreement with you when they are posted on our Website. Your continued use of our Website will constitute your agreement to the changes we have made. The last date these Terms were revised is set forth at the top of these Terms.

32.3. Section Titles

The titles of the Sections of these Terms are for convenience only and will have no legal or contractual effect.

32.4. Assignment

This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SenseMed without restriction.

32.5. Integration Clause

These Terms, along with any additional terms and conditions incorporated herein, constitute the entire agreement between you and us relating to our Website and the SenseMed Content, replacing any prior or contemporaneous agreements, whether written or oral, unless you have signed a separate written agreement with us relating to our Website or the SenseMed Content. If there is any conflict between the Terms and a separate signed written agreement between you and us relating to our Website or the SenseMed Content, the signed written agreement will control.

32.6. Waiver and Severability of Terms

The failure by you or us to enforce any provision of the Terms will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of the Terms is invalid or unenforceable, then the invalid or unenforceable provision will be removed from the Terms or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of the Terms will continue to be valid and enforceable. Nothing contained in these Terms will limit the ability of a party to seek an injunction or other equitable relief without posting any bond.

32.7. Survival

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.

32.8. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

33. CONTACT US

 We encourage you to contact us if you have any questions, comments, or complaints concerning our Terms of Service.

SenseMed Inc.

330 Bridge Street

Greenport, New York 11944

Email: [email protected]