800-930-0803

Terms Of Service

Date of Last Revision: July 11, 2024

DO NOT USE THE SERVICE IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, ARE IN CRISIS, OR ARE HAVING THOUGHTS OF HARMING YOURSELF OR OTHERS. In an emergent situation, YOU CAN (I) CALL “911” immediately, (II) go to the nearest emergency ROOM, (III) CONTACT YOUR LOCAL CRISIS CENTER, (IV) if applicable, call the National Suicide Prevention Lifeline (1-800-272-8255); or (v) if applicable, contact the Crisis Text Line (text “GO” to 741-741).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST HEADLIGHT HEALTH ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Acceptance of These Terms of Service

Headlight Health, Inc. (“Headlight Health,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at headlight.health (the “Site”, and collectively with any updated or new features, functionality and technology made available to you in connection with the Site, the “Service”). In these Terms of Service, the terms “you” and “yours” refer to the person using the Service. All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”).

YOU UNDERSTAND THAT BY CLICKING “I ACCEPT”, “I AGREE”, OR SIMILAR, OR BY ACCESSING, BROWSING, OR OTHERWISE USING THE SITE OR ANY OTHER ASPECT OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE. IF YOU DO NOT OR CANNOT ACCEPT ANY PART OF THESE TERMS OF SERVICE, YOU CANNOT ACCESS, BROWSE, OR OTHERWISE USE THE SERVICE.

THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE. We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you cannot access, browse, or use (or continue to access, browse, or use) the Service.

Your Privacy:

At Headlight Health, we respect the privacy of our users. For more information about how we use and disclose personal information, please see our Privacy Policy located at headlight.health/privacy-policy/  (the “Privacy Policy”). For information about the privacy practices of Headlight Health’s affiliated Medical Groups (defined below), please see their Notice of Privacy Practices located at https://my.headlight.health/consents/hipaa-notice.

Additional Terms:

When using certain features through the Service, you may be subject to additional terms applicable to such features that may be posted on or within the Service from time to time.All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description:

We operate a technology platform that facilitates access to evidence-based therapeutic services provided by an extensive network of expert providers practicing through our affiliated medical groups and other contracted third parties (the “Medical Groups”). The Medical Groups deliver therapeutic services both in person and via virtual visits, including therapy, medication management, and esketamine treatments. The Service is designed to provide information to you regarding our services and those offered by the Medical Groups, and to facilitate your provision of certain information in seeking and enrolling in such services. You acknowledge and agree that any services you receive from the Medical Groups are not provided under these Terms of Service. 

Professional Healthcare Advice:

Headlight Health does not provide any medical services. Rather, Headlight Health provides a technology platform for connecting with, accessing, or receiving healthcare services provided by one or more Medical Groups.

With respect to the Medical Groups, Headlight Health acts solely as a technology platform to connect you with the products and services offered by the Medical Groups through the Service. Headlight Health is independent from the Medical Groups and is not responsible for the acts, omissions, or the content of the communications made by such Medical Group. Headlight Health does not control or influence the practice of medicine by the Medical Groups, each of which is solely responsible for the medical care and treatment they provide to you or any decisions that you do not qualify for such treatment or any of our products or services. Headlight Health makes no representations or warranties about the suitability, reliability, timeliness, or accuracy of the medical care and treatment provided by the Medical Groups.

AMONG OTHER ACTIVITIES, THE SERVICE ENABLES COORDINATION AND COMMUNICATION WITH A HEALTHCARE PROVIDER. THE SERVICE DOES NOT REPLACE YOUR RELATIONSHIP WITH ANY HEALTHCARE PROVIDER. By accepting these Terms of Service, you acknowledge and agree that Headlight Health is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other health care provider-patient relationship with Headlight Health.

THE INFORMATION AND OTHER CONTENT AVAILABLE ON OR THROUGH THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY. THE SERVICE IS NOT INTENDED OR IMPLIED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL DIAGNOSIS OR TREATMENT.  YOU ARE ENCOURAGED TO CONFIRM ANY INFORMATION OR ADVICE OBTAINED FROM OR THROUGH THE SERVICE WITH OTHER SOURCES, AND REVIEW ALL INFORMATION AND ADVICE REGARDING ANY MEDICAL CONDITION OR TREATMENT WITH YOUR PRIMARY CARE PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL. REVIEW ALL INFORMATION AND ADVICE REGARDING ANY MEDICAL CONDITION OR TREATMENT WITH YOUR PRIMARY CARE PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL. YOU SHOULD ALWAYS CONSULT WITH YOUR HEALTHCARE PROVIDER REGARDING QUESTIONS YOU HAVE ABOUT ANY MEDICAL CONDITION BEFORE MAKING HEALTHCARE DECISIONS.

THE SERVICE IS NOT INTENDED FOR USE IN A MEDICAL EMERGENCY. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR LOCAL EMERGENCY CONTACT NUMBER (E.G., 911) IMMEDIATELY. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SERVICE.

Your Registration Obligations:

You may be required to register with Headlight Health or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service.For example, upon filling out a brief form on our Site, you may be contacted by our care coordinators (“Care Coordinators”) who help match you with a mental health professional. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration, as well as intake forms and questionnaires administered on our Site or by Care Coordinators.

Eligibility:

If you are under 13 years of age, you are not authorized to use the Service, with or without registering. To qualify to use the Service, the following must be true, and by accessing or using the Service, you represent and warrant that they are true:

  1. You are age 18 or over or, if you are under 18 years old, you have the express consent of your parent or guardian and you agree to provide true, accurate, current, and complete information as requested by Headlight Health to confirm such express consent.
  2. You are located in a state where we operate (depending on the type of Service).
  3. You agree to be legally bound by and comply with these Terms of Service. If you are (1) a parent or legal guardian of a user under the age of 18 and allow your child to use the Service, or (2) the legal guardian of an individual over the age of 18 and allow your dependent to use the Service, you are subject to these Terms of Service and responsible for your child’s or dependent’s activity on the Service.

You understand and agree that satisfying the above requirements does not guarantee that you will receive access to the Service or services available through the Service. In addition to the above requirements, Headlight Health and the Medical Groups reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

To access or use the Service, you must have compatible devices, access to the Internet, and certain necessary software. Fees and charges may apply to your use of mobile services and to the Internet.

Availability:

Certain aspects of our Service are currently only available to individuals located in certain states. You will be provided with notice of such limitations on availability of certain aspects of the Service in your location when using those parts of the Service.

Member Account, Password and Security:

Although certain parts of the Service are accessible without creating an account, you may be required to create an account to access and use other parts of the Service. If you create an account, you agree to provide information that is current, accurate, and complete, and to maintain and update any information about yourself that you have provided to Headlight Health. If you do not maintain such information, or Headlight Health has reasonable grounds to suspect as much, Headlight Health has the right to suspend or terminate your account and your use of the Service. You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Headlight Health of any unauthorized use of your password or account or any other breach of security by emailing [email protected], and (b) ensure that you exit from your account at the end of each session when accessing the Service. Headlight Health will not be liable for any loss or damage arising from your failure to comply with this paragraph. Headlight Health may take any and all actions it deems necessary or reasonable to maintain the security of the Service. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone or create more than one account. You may not use anyone else’s account at any time.

Modifications to Service:

The Service is continually under development, and Headlight Health reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice in our sole discretion. You agree that Headlight Health will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General Practices Regarding Use and Storage:

You acknowledge that Headlight Health may establish general practices and limits in accordance with applicable law concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Headlight Health’s or our third-party service providers’ servers on your behalf. You agree that Headlight Health has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Headlight Health reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Headlight Health reserves the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

Conditions of Access and Use

User Conduct:

You are solely responsible for all information, data, text, messages, and other materials (“content”) that you make available to Headlight Health, including by uploading, entering, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to us or other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Headlight Health. Headlight Health reserves the right to investigate and take appropriate legal action against anyone who, in Headlight Health’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities.

You agree to not use the Service to:

  1. email or otherwise upload any content that (i) you do not have a right to upload under any law or under contractual or fiduciary relationships; (ii) contains software viruses, application, Trojan horse, or any other harmful computer code, files or programs that could  interrupt, damage, alter, destroy, or limit the functionality of any computer, portable device, computer network, communication network, data, or the Service, or any other system, device, or property; (iii) poses or creates a privacy or security risk to any person; (iv) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; or (v) which may expose Headlight Health or our users to any harm or liability of any type;
  2. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
  3. violate any applicable local, state, national, or international law, or any regulations having the force of law;
  4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  5. solicit personal information from anyone under the age of 18;
  6. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
  7. reverse engineer, disassemble, decompile, or translate any software or other components of the Service;
  8. access or use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party;
  9. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
  10. engage in or use any data mining, robots, spider, scraping, or similar data gathering, extraction methods, or automated means to access the Service for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service;
  11. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, Service Content, or User Content other than as expressly permitted herein;
  12. create or develop competing products or services or for any other purpose that is to Headlight Health’s detriment or commercial disadvantage;
  13. damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner the Service, Service Content, or User Content, in whole or in part;
  14. use framing techniques to enclose any trademark, logo, or the Service without our express prior written consent;
  15. post, transmit or otherwise disseminate any content that, as we determine at our sole discretion: (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, violent, demeaning, intimidating, discriminatory, or racially, ethnically or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights, (ii) is derogatory or harmful to our reputation, the reputation of our licensors, affiliates, and healthcare providers, or any of our or their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; (iii) may incite violence or other unlawful activity; or (iv) is harmful to children in any manner; or (iv) attempts to obtain the personal information of other users;
  16. harm, harass, threaten, abuse, defame, demean, discriminate against, or intimidate any affiliated healthcare provider who provides healthcare services related to the Service, as we determine in our sole discretion;
  17. disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to the Service or any computer network;
  18. bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by Headlight Health or any of our service providers to protect the Service;
  19. remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Service or any Service Content or User Content;
  20. use any manual process or automated device to monitor or copy any content made available on or through the Service for any unauthorized purpose except as permitted herein;
  21. copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to Headlight Health or third-party content from the Service;
  22. otherwise use the Service in any manner that exceeds the scope of use granted herein; or
  23. encourage or enable any other individual to do any of the foregoing.

If you are blocked by Headlight Health from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

We reserve the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service. YOU WAIVE AND HOLD HARMLESS HEADLIGHT HEALTH AND OUR AFFILIATES, OUR LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Commercial Use:

Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service for any commercial purposes. The Service is for your personal use.

Mobile Services:

The Service includes certain services that are available via a mobile device, including (i) the ability to input information into the Service via a mobile device and (ii) the ability to browse the Service from a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Telephonic Communications:

By using the Service and providing us with your telephone number(s), you are consenting to be contacted by Headlight Health or our affiliates or partners  by telephone (including on a recorded line), automated calling, automated telephone dialing system calling, automated system calling, artificial voice or pre-recorded calling, text message, SMS and/or MMS message, fax, or other telephonic or electronic means for marketing, solicitation, informational or another purposes, even if your telephone number(s) is registered on the National Do Not Call List, a state Do not Call List, or the internal Do Not Call List of Headlight Health or our affiliates or partners. You may be required to respond to an initial call or message as instructed to complete your registration and confirm enrollment to receive such calls, texts or other telephonic communications. These communications may include operational notices about your account (e.g., password changes and other transactional information) and are part of your relationship with us. We may also send you promotional communication, including newsletters, special offers, surveys, and other news and information we think will be of interest to you. You do not have to consent to receive calls or text messages from Headlight Health or our affiliates or partners for marketing or solicitation purposes to purchase Headlight Health’s products or services. If you no longer wish to receive such calls, text messages or other telephonic communications, you agree to notify Headlight Health or our affiliates or partners, as applicable, directly. If you change or deactivate your telephone number, you agree to promptly update your Headlight Health account information to ensure that your messages are not sent to a person that acquires your old telephone number.

You acknowledge that text messages, phone calls and emails may be unencrypted and carry some risk that the information in the messages, including information about your health, could be read by an unauthorized person. You further acknowledge and agree that Headlight Health and the Medical Groups cannot guarantee the security and confidentiality of the unencrypted communications that we send to you and are not responsible for any unauthorized access that occurs during or after the transmission of the communications to you.

There is no additional charge for telephonic communications, but your carrier’s standard message and data rates apply to any calls, text messages, SMS or MMS messages you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any calls, text messages, SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.

By replying to any text, SMS or MMS message you receive from us, you may text “STOP” to cancel. If you choose to cancel text, SMS or MMS messages from us, you agree to receive a final message from us confirming your cancellation.

Electronic Notices and Signatures:

You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing, and you consent and agree that your use of your finger, a keypad, mouse, or other device to select an item, button, icon, or similar act while using the Service, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. You should maintain copies of electronic communications from us by printing a paper copy, saving an electronic copy, or both. Further, you agree that no certification authority or other third-party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third-party verification will not affect the enforceability of your signature or any resulting contract between you and us.

Special Notice for International Use; Export Controls:

Headlight Health is headquartered in the United States. We provide the Service for use only by persons located in the United States. We make no claims or representations that the Service or any material included in the Service are accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so at your own risk and you are solely responsible for compliance with local laws, including export laws as applicable. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the software or Service is at your sole risk.

Payments

You agree to pay all fees, including any fees charged by the Medical Groups that provide services to you the Service and that we collect on behalf of the Medical Groups, at the fees and pursuant to any additional payment terms presented to you when engaging in such transactions. By providing your payment information, you authorize us, our affiliates, or our third-party payment processors to charge the amount due. You are responsible for keeping your payment information (such as credit card number and billing address) accurate and up to date at all times. If your credit card expires or is invalid or we, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice to provide an alternative payment method.

Intellectual Property Rights

Ownership; Restrictions:

The technology and software underlying the Service or distributed in connection therewith are the property of Headlight Health, our affiliates, and our licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Headlight Health.

Service Content:

As between Headlight Health and you, Headlight Health is the sole and exclusive owner of all right, title and interest in and to the Service and our content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel) (the “Service Content”), and any associated copyrights, patents, or other protected or unprotected intellectual property rights. Except as expressly authorized by Headlight Health, you agree not to reproduce, publish, modify, copy, frame, scrape, rent, lease, loan, distribute, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Service or Service Content shall be owned solely and exclusively by Headlight Health or our licensors, including all intellectual property rights therein. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks:

The Headlight Health name and logos are trademarks and service marks of Headlight Health (collectively the “Headlight Health Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Headlight Health. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Headlight Health Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Headlight Health Trademarks will inure to our exclusive benefit.

Third-Party Material:

Under no circumstances will Headlight Health be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Headlight Health does not pre-screen content, but that Headlight Health and our designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Headlight Health and our designees will have the right to remove any content that violates these Terms of Service or is deemed by Headlight Health, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

Your License:

Subject to your compliance with these Terms of Service, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Service and Service Content solely for your personal and non-commercial use and only as permitted under these Terms of Service. No other right, title, or interest in or to the Service or Service Content is transferred to you, and all rights not expressly granted are reserved by Headlight Health or our licensors.

User Content, Usage Data, and Submissions:

User Content may include medical information that may be protected under applicable laws. Headlight Health is a “business associate” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and our related regulations and amendments from time to time (collectively, “HIPAA”). One or more of the Medical Groups may or may not be a “covered entity” under HIPAA. It is important to remember that, while state-specific privacy laws may apply, HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to all of your transactions or communications with Headlight Health or the Medical Groups. Headlight Health is subject to certain provisions of HIPAA with respect to “protected health information,” as defined under HIPAA, that you provide to us (“PHI”). Any PHI that you provide to us will be used and disclosed only in accordance with HIPAA and our agreements with Medical Groups that are covered entities under HIPAA. However, any information that does not constitute PHI under applicable laws may be used or disclosed in any manner permitted under our Privacy Policy. PHI does not include information that has been de-identified in accordance with HIPAA.

You represent and warrant that you have all rights necessary to provide the User Content to us for the purposes contemplated herein. You hereby grant Headlight Health and our affiliates, successors and assigns a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual and irrevocable license to use, copy, upload, distribute, store, modify, and publicly perform and display and create derivative works of your User Content, in any form, medium or technology now known or later developed, in connection with the operation of the Service and otherwise in compliance with applicable laws, rules and regulations (including with respect to PHI, HIPAA). Without limiting the foregoing, Headlight Health reserves the right, subject to applicable laws, rules and regulations, to create de-identified data from the User Content and to use and disclose such de-identified data, including sharing such data with payers and academic and research institutions. You represent and warrant that you have all the rights necessary to grant the rights in this section. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content. You waive any right to compensation of any type for your User Content.

To the extent permitted by applicable laws, rules and regulations, you hereby authorize Headlight Health and our third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data for permitted purposes relating thereto (collectively, “Usage Data”). We may use Usage Data for any purpose in accordance with applicable laws, rules and regulations and our Privacy Policy.

If you provide any questions, comments, suggestions, ideas, feedback, reviews, concepts, know-how or other information about the Service (“Submissions”), whether by direct entry, submission, email or otherwise) to Headlight Health will, to the extent permitted under applicable laws, rules and regulations, be treated as non-confidential and non-proprietary. You hereby grant to Headlight Health and our affiliates, successors and assigns a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual and irrevocable license to use, copy, upload, distribute, store, modify, and publicly perform and display and create derivative works of your Submissions, in any form, medium or technology now known or later developed, in connection with the operation of the Service and otherwise in compliance with applicable laws, rules and regulations. Headlight Health will be entitled to the unrestricted use and dissemination of these Submissions (in whole or in part) for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.  

You acknowledge and agree that Headlight Health may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Headlight Health, our users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Third-Party Services and Websites

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties, including platforms on which any telehealth sessions or virtual visits are conducted with any of our Medical Groups (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Headlight Health has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Headlight Health, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Headlight Health enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Headlight Health will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Headlight Health, our affiliates, and our and their respective directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, principals, agents, predecessors, successors, assigns, accountants, and attorneys, including the Medical Groups (collectively, the “Headlight Health Parties”) from any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from: (i) your use of the Service, or your use of the Service Content or other materials or features available on the Service, (ii) your User Content, (iii) your fraud, violation of law, negligence, or willful misconduct, (iv) your breach of these Terms of Service, or (v) your violation of any rights of another. You may not settle or compromise any claim against the Headlight Health Parties without Headlight Health’s written consent.

Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE HEADLIGHT HEALTH PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER HEADLIGHT HEALTH NOR OUR RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE SERVICE, SERVICE CONTENT, AND USER CONTENT. FURTHERMORE, HEADLIGHT HEALTH DOES NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND HEADLIGHT HEALTH DISCLAIMS ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICE IS USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION, OR YOUR RELIANCE ON ANY SUCH CONTENT, MATERIAL, AND/OR INFORMATION.

THE HEADLIGHT HEALTH PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

AS FURTHER SPECIFIED HEREIN, YOU ACKNOWLEDGE AND AGREE THAT HEADLIGHT HEALTH DOES NOT PROVIDE ANY MEDICAL SERVICES OR ADVICE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, OR ENDORSEMENTS REGARDING ANY MEDICAL SERVICES OR ADVICE THAT YOU MAY OBTAIN THROUGH THE SERVICE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY SEEKING MEDICAL TREATMENT BECAUSE OF SOMETHING YOU HAVE READ ON OR ACCESSED THROUGH THE SERVICE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY NUMBER OR GO TO THE NEAREST EMERGENCY DEPARTMENT IMMEDIATELY.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE HEADLIGHT HEALTH PARTIES BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER INDIRECT CATEGORY OF DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SERVICE OR ANY SERVICE CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE. THIS IS TRUE EVEN IF HEADLIGHT HEALTH OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE HEADLIGHT HEALTH PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED, IN THE AGGREGATE,  THE GREATER OF (I) THE AMOUNT YOU PAID HEADLIGHT HEALTH IN SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR(II) ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR DAMAGES SUCH AS THOSE CONTAINED IN THIS SECTION. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

IF YOU ARE RESIDENT OF A U.S. STATE THAT PERMITS THE EXCLUSION OF THESE WARRANTIES AND LIABILITIES, THEN THE LIMITATIONS IN THIS SECTION SPECIFICALLY DO APPLY TO YOU.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

Dispute Resolution by Binding Arbitration

IMPORTANT NOTE: PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND HEADLIGHT HEALTH TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HEADLIGHT HEALTH. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND HEADLIGHT HEALTH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

Pre-Arbitration Dispute Resolution:

Headlight Health is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction. You agree to first attempt to resolve any dispute, claim or controversy (whether involving contract, tort, equitable, statutory, or any other legal theory) with any of us arising out of or relating to these Terms of Service or the Service (“Dispute”) informally by emailing [email protected] with a description of the Dispute. If we cannot resolve your Dispute informally within thirty (30) days, you and we each agree to a dispute resolution process requiring individual arbitration as set forth in this section. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Headlight Health should be sent to PO Box 601422, San Diego, CA 92160 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Headlight Health and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Headlight Health may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Headlight Health or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Headlight Health is entitled.

Agreement to Arbitrate:

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Headlight Health, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at [email protected] or by regular mail to the address set forth in the “Contact Us” section below within thirty (30) days following the date you first accept these Terms of Service, or if you have not registered for an account, then within thirty (30) days following the date you first use our Services. If you don’t provide us 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 clauses (i) and (ii) above. Unless you timely provide us with an Arbitration Opt-out Notice, you agree that, by entering into these Terms of Service, you and Headlight Health are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief:

YOU AND HEADLIGHT HEALTH AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND HEADLIGHT HEALTH AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Arbitration Procedures:

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Headlight Health and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Headlight Health agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Costs of Arbitration:

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  To the extent any Arbitration Fees are not specifically allocated to either Headlight Health or you under the AAA Rules, Headlight Health and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Headlight Health will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Headlight Health will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

Limited Time to File Claims:

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU WANT TO ASSERT A DISPUTE AGAINST THE OTHER THAT IS SUBJECT TO ARBITRATION PURSUANT TO THESE TERMS OF SERVICE, THEN YOU MUST COMMENCE SUCH DISPUTE BY DELIVERY OF A NOTICE OF ARBITRATION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.

Confidentiality:

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability:

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Future Changes to Arbitration Agreement:

Notwithstanding any provision in these Terms of Service to the contrary, Headlight Health agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Headlight Health written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

The Terms of Service will remain in full force and effect as long as you continue to access or use the Service. You may terminate the Terms of Service at any time by discontinuing use of the Service. Your permission to use the Service automatically terminates if you violate these Terms of Service.

You agree that Headlight Health, in our sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Headlight Health believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Headlight Health may also in our sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Headlight Health may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Headlight Health will not be liable to you or any third party for any termination of your access to the Service. The following provisions, and any other provision which by its nature should survive termination, will survive the expiration or termination of these Terms of Service for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Dispute Resolution by Binding Arbitration; User Disputes; General Terms; Notice for California Users; and U.S. Government Restricted Rights.

Subject to applicable law, Headlight Health reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to our internal record retention and/or content destruction policies.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and you release Headlight Health, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Service.. Headlight Health reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General Terms

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Headlight Health governing your access and use of the Service, and supersede any previous communications, representations, understandings, and agreements, either oral or written, between you and Headlight Health with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Headlight Health submit to the personal and exclusive jurisdiction of the state and federal courts located in Delaware. The failure of Headlight Health to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. Neither these Terms, nor any Service Content, materials or features of the Service create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way. If any provision of these Terms of Service 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 these Terms of Service remain in full force and effect. 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 Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Headlight Health, and any such attempt will be null and void. Headlight Health and our affiliates may, in their individual discretion, transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via email, regular mail, or by displaying notices or links to notices generally on the Service. Headlight Health will not be in default hereunder by reason of any failure or delay in the performance of our obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Headlight Health’s reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at [email protected]; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Headlight Health, Inc., PO Box 601422, San Diego, CA  92160; or by calling (866) 294-9936.

If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This release includes the criminal acts of others.

U.S. Government Restricted Rights

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Contact Us


Please contact us at Headlight Health, Inc., PO Box 601422, San Diego, CA  92160 or [email protected] to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.