Introducing SolvedHealth.ai

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This is a legally binding agreement. Please read these terms and conditions carefully. By clicking “Accept” or other similar button during the Registration to accept this agreement or by downloading or using the Application, you represent that you have the full legal authority to enter this agreement on behalf of the party identified in the Registration, and, in that capacity, you acknowledge such party’s agreement to be bound by the terms and conditions of this agreement. If you do not agree to these terms and conditions, do not register for or otherwise use the Application.

This agreement for use of the SolvedHealth.ai application (together with any associated software applications, widgets, database structures and queries, interfaces, websites, webpages, tools, and the like), as updated from time to time, (the “Application”) is between SolvedHealth.ai LLC (“SolvedHealth.ai,” “we,” “us,” and “our”) and the party (“you,” “your”) indicated during the account registration process (such process and the information provided during such process, as amended from time to time through your login to your account in the Application in accordance with this agreement, the “Registration”).

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE READ THESE TERMS CAREFULLY.

1. Registration.      

You represent that the information indicated in the Registration is true and complete, and you agree to update the Registration upon any changes to such information. The Registration is incorporated herein and made a part of this agreement. Notwithstanding any additional acknowledgement of this agreement (including via clicks or other electronic means), each subsequent use of the Application is subject to this agreement and does not create a new or separate contract; provided, however, when an amended version of this agreement is presented for acceptance, acceptance of the amended version of this agreement (including via a click or other electronic means) will amend this agreement.

1. Use      of the Application

a. License. Subject to the terms and conditions of this agreement, SolvedHealth.ai grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license during the Term to install and use the Application solely and exclusively for your personal and non-commercial use. SolvedHealth.ai reserves for itself and its licensors any rights not expressly granted in this agreement. You acknowledge that we may issue updated versions of the Application and that the updated version may be automatically deployed to your device or otherwise available for use under this agreement. You consent to such automatic upgrading on your device and agree to timely upgrade the Application in the event there is no automatic update. You further agree that the terms and conditions of this agreement will apply to all updates to and versions of the Application.

b. Account; Minimum Age. You may only create and hold one account for the Application and our services. You must be at least 18 years old to use, or create an account for use of, the Application.

c. Devices. To use the Application, you must have a compatible device, and we do not warrant that the Application will be compatible with all devices. You are responsible for selecting, obtaining, and maintaining any equipment, items, and ancillary services needed to access and use the Application. Use of the Application requires Internet access or mobile data, which may be subject to additional fees or charges. You will be responsible for all fees and charges incurred with respect to accessing to the Application.

d. UserID and Password. You shall maintain and cause to be maintained the confidentiality of your account information, including your user ID and password. You may not provide your account information to anyone else or allow anyone else to access the Application using your account information. You may not permit any other individual or entity to use, access, or view the Application via your account. You must keep your password strictly confidential.

e. Prohibitions. You shall not, directly or indirectly, do, nor shall you authorize any person or entity to do, any of the following: (1) use or disclose the Application for any purpose or in any manner not specifically authorized by this agreement or otherwise in violation of the terms hereof; (2) make any copies or prints, or otherwise reproduce or print, any portion of the Application, whether in printed or electronic format; (3) distribute, republish, download, display, post, disclose, or transmit any portion of the Application; (4) create or recreate the source code for, or re-engineer, reverse engineer, decompile, or disassemble the Application or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Application or any software, documentation, content, or data related to the Application; (5) modify, adapt, translate, or create derivative works from or based upon any part of the Application, or combine or merge any part of the foregoing with or into any other software, document, or work; (6) refer to or otherwise use any part of the Application as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those provided by us; (7) remove, erase, or tamper with any copyright, logo, or other proprietary or trademark notice printed or stamped on, affixed to, or encoded or recorded in the Application, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to our rights in the foregoing; (8) fail to preserve all copyright and other proprietary notices in any copy of any portion of the Application made by you or on your behalf; (9) sell, market, license, sublicense, distribute, rent, loan, or otherwise grant to any third party any right to possess or utilize any portion of the Application without our express prior written consent (which may be withheld by us for any reason or conditioned upon execution by such party of a confidentiality and non-use agreement and/or other such other covenants and warranties as we, in our sole discretion, deem desirable); (10) use the Application to gain or attempt to gain access to any software applications, computer systems, or data not expressly authorized under this agreement; (11) use the Application to access, store, receive, transfer, transmit, distribute, or process any information in violation of any applicable law, regulation, ordinance, or guideline or otherwise use the Application in violation of any applicable law, regulation, ordinance, or guideline; (12) diminish or infringe any intellectual property rights in and to the Application or impair or interfere with any copyright protection mechanisms, copyright management information systems, or digital identification devices employed in association with the foregoing; (13) cause the Application to defame or infringe the rights of any other person, including intellectual property rights (for example, any patent, trademark, trade secret, copyright, or other proprietary rights) or rights of publicity or privacy; (14) promote, condone, or incite violence, dangerous acts, or discrimination against individuals or groups based on race, ethnic origin, religion, disability, gender, age, nationality, veteran status, political affiliation, or sexual orientation/gender identity or any other protected characteristic; threaten, harass, or bully any person; or collect, store, receive, process, use, disclose, manipulate, track, or distribute any content or data that does any of the foregoing or is pornographic or obscene; (15) impersonate any person or entity or generate fraudulent impressions of or fraudulent clicks on ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents, or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (16) act in a manner that is illegal, discriminatory, derogatory, hateful, abusive, racist, fraudulent, defamatory, libelous, obscene, unlawful, harassing, violent, or threatening; (17) collect, store, receive, process, use, disclose, manipulate, track, or distribute any computer viruses, worms, trojan horses, back door, trap door, time bombs, malware, or other malicious code; (18) use any device, software, methodology, or routine to interfere with or disrupt the Application or the servers or networks connected to the Application by trespass or burdening network capacity; (19) use the Application in any manner that could damage, disable, overburden, or impair the Application (or servers or networks connected to the Application), nor may you use the Application in any manner that could interfere with any other party’s use and enjoyment of the Application (or servers or networks connected to the Application); (20) harvest, access, or collect information about other Application users or customers of SolvedHealth.ai; (21) restrict or inhibit any other person from using the Application, including without limitation by means of “hacking” or defacing any portion thereof; (22) “frame” or “mirror” any portion of the Application; (23) use any robot, spider, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” or copy any portion of the Application; (24) process data on behalf of any third party; (25) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Application; or (26) attempt to do or assist any party in attempting to do any of the foregoing. Although we have no obligation to monitor use of the Application, we may do so and may prohibit any use that we believe may be (or is alleged to be) in violation of applicable laws or regulations or this agreement.

f. Reviews. The Application may allow you to rate content or post reviews. Ratings and reviews are not endorsed by SolvedHealth.ai, and do not represent the views of SolvedHealth.ai or of any affiliate or partner of SolvedHealth.ai. SolvedHealth.ai does not assume liability for ratings or reviews or for any Losses (as defined below) resulting from any ratings and reviews. Before posting a rating or review, (1) you must have had recent first-hand experience with the content rated; (2) you may not draw any legal conclusions; and (3) your review must otherwise comply with the terms of this agreement as well as all applicable laws, rules, and regulations, including the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. Any rating and/or review that we determine violates this agreement may be removed or excluded by us without notice. You acknowledge and agree that you may be exposed to third-party content that is inaccurate, objectionable, inappropriate, or otherwise unsuited to your purpose. SolvedHealth.ai is not responsible for, and you hereby expressly release SolvedHealth.ai, its affiliates, and their respective directors, officers, employees, and agents from, any and all liability for the action of any and all third parties on the Application.

g. Compliance. You represent, covenant, and warrant that you will at all times comply with all applicable laws and regulations in the conduct of your business and in the performance of your obligations under this agreement, including, without limitation, laws relating to advertising, the Internet, promotions, and business practices. You agree that you will use the Application only in a manner that complies with all applicable laws and regulations.

h. Responsibility. You agree that you are solely responsible for (and that SolvedHealth.ai has no responsibility to you or to any third party for) your use of the Application, any breach of your obligations under this agreement, and for the consequences (including any loss or damage which SolvedHealth.ai may suffer) of any such breach.

i.  Accuracy. Use of our Application, or certain portions thereof, may involve aspects of artificial intelligence and machine learning (“AI Products”). When you use our AI Products, you understand and agree: 

i. Use of AI Products may, in some situations, result in output that does not accurately reflect real people, places, or facts; 

ii. Output from use of AI Products may not always be accurate. You should not rely on output from AI Products as a sole source of truth or factual information, or as a substitute for professional advice; 

iii. You must evaluate output from AI Products for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing output from AI Products; 

iv. You must not use any output from AI Products relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them;

v. AI Products may provide incomplete, incorrect, or offensive output that does not represent SolvedHealth.ai’s views. If output references any third party products or services, it does not mean the third party endorses or is affiliated with SolvedHealth.ai or vice versa; 

vi. You must not mislead anyone that output from AI Products is human-generated; and 

vii. SolvedHealth.ai makes no representations or warranties, provides no indemnities, and disclaims all liability with respect to outputs from AI Products. 

1. Proprietary       Rights 

a. Application. You acknowledge and agree that (1) the Application contains proprietary and confidential information that is protected by applicable intellectual property and other laws; (2) SolvedHealth.ai and/or its third party licensors own all right, title and interest in and to the Application and content, excluding content provided by you, that may be presented or accessed through the Application, including without limitation all Intellectual Property Rights therein and thereto; and (3) you do not acquire any ownership rights in or to the Application through this agreement or by use of the Application. SolvedHealth.ai and/or its licensors have and retain exclusive, valid, and non-contestable ownership of the Application and all Intellectual Property Rights therein. Any third-party code that may be incorporated in the Application is covered by the applicable open source or third-party license, if any, authorizing use of such code. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

b. Ideas. You may suggest improvements and/or communicate to us ideas, inventions, discoveries, or concepts (“Ideas”), and you may discover or create the Ideas jointly with us. You agree that any such Ideas shall be and remain solely the property of SolvedHealth.ai and/or its licensors and may be used and sold, licensed, or otherwise provided by SolvedHealth.ai and/or its licensors to third parties, or published or otherwise publicly disclosed, in SolvedHealth.ai’s and/or its licensors’ sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby assign to SolvedHealth.ai any and all of your right, title, and interest in and to any such Ideas.

c. Apple. If you have downloaded the Application from the Apple, Inc. (“Apple”) App Store or if you are using the mobile application on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This agreement is between you and SolvedHealth.ai only, not with Apple. We, not Apple, are responsible for the Application and the content of it. The license granted to you in this agreement with respect to the Application is for use on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the Application may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. If you need any support with respect to the Application, please contact us. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Application to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application. Apple is not responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including: (1) product liability claims; (2) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Application and/or your possession and use of the Application infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Application. Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary of this agreement.

d. Google. If you have downloaded the Application from the Google Play Store, you (1) you acknowledge that this agreement is solely between you and SolvedHealth.ai only, and not with Google, Inc. (“Google”); (2) your use of the Application must comply with Google’s then-current Google Play Store Terms of Service; (3) Google is only a provider of the Google Play Store where you obtained the Application; (4 SolvedHealth.ai, and not Google, is solely responsible for the Application; (5) Google has no obligation or liability to you with respect to the Application or this agreement; and (6) you acknowledge and agree that Google is a third-party beneficiary to this agreement as it relates to the Application.

e. DMCA. SolvedHealth.ai respects the intellectual property of others, and we expect our users to do the same. If you believe any materials accessible on or from the Application infringe your copyright, you may request removal of those materials (or access to them) from the Application by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a representative list of such works; (3) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (4) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (5) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the written notice is accurate; and (7) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Our designated copyright agent to receive DMCA Notices is: 8011 Brooks Chapel Road, Suite 3055, Brentwood, TN 37024. Support@solvedhealth.ai  If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice m SolvedHealth.ai LLC

ay not be effective. SolvedHealth.ai has a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers.

1. Privacy      Policy; Technical Data;  License to      Your Data; Communications

a. The Application maintains certain personally identifiable information about you. SolvedHealth.ai will use and disclose your personally identifiable information as described in this agreement or SolvedHealth.ai’s Privacy Policy (which is located at Privacy Policy (solvedhealth.ai), as required by law or court order, and as necessary to provide the Application and our services or to enforce our rights. You agree to the use of your data in accordance with SolvedHealth.ai’s privacy policies.

b. In order for SolvedHealth.ai to provide the Application, you grant to SolvedHealth.ai, during and after the Term, a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to use, copy, encode, store, archive, translate, render into an audible and/or visual format, distribute, display, perform, transmit, and create derivative works from any information, content, materials, or other data entered during Registration or otherwise into the Application (“Data”) to the extent necessary for SolvedHealth.ai to (1) provide the Application and our services, (2) perform our obligations under this agreement, (3) attribute ratings or content to you or distribute your content to other users, (4) compile analyses and statistical information from Data regarding usage or performance of the Application and user engagement, (5) provide, monitor, correct, enhance, and improve the Application and perform services related thereto, (6) develop new products or services, and (7) accomplish other internal business purposes or as described in SolvedHealth.ai’s Privacy Policy (solvedhealth.ai)SolvedHealth.ai reserves the right to maintain, delete, or destroy all Data and materials posted or uploaded to Application pursuant to its internal record retention and/or destruction policies.

c. You also grant to SolvedHealth.ai a non-exclusive, transferrable, sublicensable, irrevocable worldwide, royalty-free right and license to de-identify or aggregate Data such that there is no reasonable basis to believe that the information can be used, alone or in combination with other reasonably available information, to identify any individual or to identify you as the source of such data (“Deidentified Data”). You acknowledge and agree that SolvedHealth.ai has and retains exclusive and valid ownership of all Deidentified Data. SolvedHealth.ai shall also have the right to collect and analyze data and other information relating to the provision, use, and performance of the Application and related systems and technologies (“Usage Data”), and you acknowledge and agree that SolvedHealth.ai has and retains exclusive and valid ownership of all Usage Data. SolvedHealth.ai will be free (during and after the Term) to use such Deidentified Data and Usage Data for any purpose, including to (1) improve and enhance the Application and for other development, diagnostic and corrective purposes in connection with the Application and other service offerings, (2) disclose such data in connection with our business, and (3) otherwise use and disclose such data as set forth in our Privacy Policy.

d. You represent and warrant that you own or have the legal right and authority, and will continue to own or maintain the legal right and authority, to grant to SolvedHealth.ai the licenses set forth herein. You are responsible for all of your Data, and you represent and warrant that your Data will not violate the terms of this agreement, including the restrictions set forth in this Agreement. If any of your Data violates this agreement, or is inappropriate in our judgment, we reserve the right, in our sole discretion and without notice to you, (1) to change, delete or remove, in part or in full, any of your Data, (2) to terminate or suspend access to the Application, and/or (3) to terminate or suspend your account, in each case, with or without notice. SolvedHealth.ai will cooperate with local, state, and/or federal authorities to the extent required by applicable law in connection with your Data. You shall indemnify, defend, and hold harmless SolvedHealth.ai, its affiliates, and their respective directors, officers, employees, and agents from and against any Loss (as defined below) arising from or related to a claim of a third party with respect to a breach of the foregoing representations and warranties.

1. Export      Restrictions; Permitted Location.

The Application may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use. You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

1. Fees;       Payment

a. Fees. You shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of the use of the Application.

b. Payments. Amounts due hereunder shall be paid in the manner established via the Application or Registration. Only valid credit cards or other payment method acceptable to SolvedHealth.ai may be used. You represent and warrant that you are authorized to use the designated payment method, and you authorize SolvedHealth.ai, through its third-party payment processor, to charge the designated payment method for all amounts described during the Registration for your order (including taxes, service charges, and any other amounts). You agree that SolvedHealth.ai may immediately authorize the credit card (or other approved facility, including your app store account) for payment for any order made under your account. If the card (or other payment method) cannot be verified, is invalid, or is otherwise not acceptable, the order may be suspended or cancelled automatically. You are responsible for all activities and charges that occur under your account, and your liability for such charges shall continue after termination of this agreement. You agree to keep all payment cards or other payment method information current, and you agree that SolvedHealth.ai may submit charges for processing even if the card (or other method) has expired or changed by the time we submit it. In the event of an error—whether on the Application, in an order confirmation, in processing an order, or otherwise— SolvedHealth.ai reserves the right to correct such error and to revise the order if necessary (including charging the correct price) or to cancel the order and refund any amount charged. Your use of Google Pay or Apple Pay is subject to the terms and conditions and privacy policies of Google and Apple, respectively.

c. Taxes. If SolvedHealth.ai is required to collect or pay any taxes in connection with your purchases on the Application, such taxes will be charged to you at the time of each purchase transaction. Additionally, if required by law, you are responsible for reporting and paying certain taxes in connection with your purchase and use of the Application or services. Such taxes may include duties, customs fees, or other taxes (other than income tax), along with any related penalties or interest, as applicable to your purchase or country of purchase.

1. Promotions

a. SolvedHealth.ai may, in its sole discretion, make promotional offers with different features and different rates available to any or all of our users. Unless made available to you and used pursuant to this agreement, these promotional offers will have no bearing on your obligation to pay the amounts owed. Unless otherwise stated, promotions applied to a purchase will be reflected at checkout and will either be deducted from (1) the subtotal charged, before tax and fees, as part of the authorized charge to the payment instrument(s) associated with your account, or (2) if the promotion is related directly to the fees (e.g., no service charge), deducted from the fee. Promotions are automatically applied toward your future orders using the Application. We reserve the right to determine the order in which promotions are applied to transactions and their priority to other promotional codes. We cannot guarantee that the promotions with the earliest expiration dates will be given priority in all transactions, and you agree to monitor your account regularly to verify the status of promotions. SolvedHealth.ai has no obligation to offer or redeem any promotion, including if such promotions are unavailable due to error or technical failure.

b. SolvedHealth.ai may regulate, modify, and/or eliminate any promotional credits in its sole discretion at any time, with or without notice to you. You cannot use any promotions on past purchases. In some cases, you may not be able to combine promotions with any other promotions or discounts. Some promotions have expiration dates. The expiration date will be displayed on the Application. Expired promotions have no value. Further, SolvedHealth.ai does not issue or award retroactive promotions for any reason.

c. SolvedHealth.ai may display promotions anywhere on the Application and will, in its sole discretion, select the promotions that are available to you. Promotions may be limited to select products. Promotions may not be available at all locations. Promotions may require you to select the promotion on the Application, require you to enter a promotional code in order to redeem the promotion, require you to add qualifying items to your order, or as otherwise communicated to you on the Application.

d. Promotions may only be redeemed by you and are not transferable to another account. Promotions from separate accounts cannot be combined. Promotions cannot be duplicated, cannot be exchanged or redeemed for cash, and cannot be made available to the general public. Promotional credits may never be redeemed or exchange for real money or used outside of the Application. SolvedHealth.ai has no obligation to refund you for any unredeemed promotions or any associated benefits following cancellation, suspension or modification of any promotion or your account.

e. Additional terms and conditions presented at the time of offering may apply for each to any promotion, and you agree to such terms as set forth on the Application.

f. Notwithstanding anything to the contrary and subject to applicable law, SolvedHealth.ai reserves the right to cancel, suspend, and/or modify any aspect of or the entirety of any promotion, for any reason at any time, with or without notice, including, without limitation, if any fraud or technical failure impairs the integrity or proper functioning of the promotion. We may (1) suspend or terminate promotion, (2) refuse to honor a promotion, and/or (3) withhold or deduct credits or other value obtained, with or without notice, if we, in our sole judgment, determine that you have violated this agreement, engaged in any fraud or abuse relating to the accrual or redemption of promotions, or otherwise acted in a manner inconsistent with the promotion’s intent. Such action may result in the forfeiture of all unredeemed promotions and/or the opportunity to earn and/or redeem additional promotions in the future as well as suspension or termination of your account.

1. Term       and Termination

a. Term. This agreement is effective upon your acceptance of it in the course of the Registration or acceptance by downloading or using the Application, whichever occurs first, and it shall continue in effect until terminated pursuant to this agreement (the “Term”).

b. Termination. If you breach this agreement, if we are required to do so by applicable law, or if we reasonably believe that there has been conduct via your account that creates or could create liability or harm to any user, third party or us, we may terminate this agreement at any time with or without notice to you by disabling access to the Application or closing your account. You may terminate this agreement at any time by closing your account, uninstalling the Application from your mobile device in its entirety, and ceasing use of the Application and our services.

c. Effect of Termination. Upon termination of this agreement for any reason or no reason, your access rights and all licenses granted to you will terminate, and you must immediately cease all use of the Application. You will forfeit any pending, current, or future account credits or promotional offers, and any other forms of unredeemed value in or associated with your account.

1. Indemnity.

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless SolvedHealth.ai, its licensors, each of their affiliates, and all of their respective directors, officers, employees and agents from and against any and all Losses arising out of, related to, or accruing from (1) your use of the Application, including your downloading, installation, or use of the Application; or (2) your violation of this agreement by you or your agents; or (3) use of your account for the Application. This obligation will survive the termination of this agreement. For purposes of this agreement, “Loss” means all losses, liabilities, damages, awards, settlements, claims, suits, proceedings, costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, expert witness fees, settlement, judgment, interest, and penalties).

1. DISCLAIMER      OF WARRANTIES

a. THE APPLICATION AND ALL SERVICES PROVIDED OR TO BE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE APPLICATION. SOLVEDHEALTH.AI, FOR ITSELF AND ITS LICENSORS, DISCLAIMS, ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE APPLICATION OR ANY PART OF IT, AND ANY SERVICES PROVIDED BY SOLVEDHEALTH.AI, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SOLVEDHEALTH.AI KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. SOLVEDHEALTH.AI EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN YOU. SOLVEDHEALTH.AI DOES NOT WARRANT THAT THE APPLICATION OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

b. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE APPLICATION IS AT YOUR SOLE DISCRETION AND RISK AND THAT THE APPLICATION IS PROVIDED AS IS AND AS AVAILABLE WITHOUT WARRANTY OF ANY KIND.

c. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

d. THE APPLICATION IS NOT INTENDED FOR USE IN ANY ACTIVITIES IN WHICH THE FAILURE OF THE APPLICATION COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

e. THE CONTENT PROVIDED THROUGH OR IN CONNECTION WITH THE APPLICATION IS DESIGNED TO PROVIDE GENERAL INFORMAITON ON THE SUBJECT MATTER COVERED. WHILE SUCH CONTENT MAY CONCERN MEDICAL ISSUES OR OTHER ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT MEDICAL ADVICE OR OTHER PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT PROVIDED ON OR IN CONNECTION WITH THE APPLICATION WITHOUT SEEKING APPROPRIATE MEDICAL ADVICE OR ADVICE OF A COMPETENT PROFESSIONAL, OR USING YOUR OWN BEST JUDGMENT, TRAINING AND PROTOCOLS. SOLVEDHEALTH.AI EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT PROVIDED ON OR IN CONNECTION WITH THE APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT IS NOT PROVIDED FOR THE PURPOSE OF RENDERING MEDICAL OR OTHER PROFESSIONAL SERVICES. IF YOU BELIEVE YOU REQUIRE MEDICAL ADVICE OR OTHER EXPERT ASSISTANCE, YOU SHOULD SEEK THE SERVICES OF A COMPETENT AND QUALIFIED PROFESSIONAL. 

f.  SOLVEDHEALTH.AI ATTEMPTS TO ENSURE THAT CONTENT PROVIDED BY US OR IN CONNECTION WITH THE APPLICATION IS COMPLETE, ACCURATE, AND CURRENT. DESPITE OUR EFFORTS, SUCH CONTENT MAY BE INACCURATE, INCOMPLETE, OR OUT OF DATE. ACCORDINGLY, WE MAKE NO REPRESENTATION AS TO THE COMPLETENESS, ACCURACY, OR CURRENCY OF SUCH CONTENT, INCLUDING ALL DESCRIPTIONS, IMAGES, REFERENCES, FEATURES, CONTENT, SPECIFICATIONS, PRODUCTS, AND PRICES OF PRODUCTS AND SERVICES DESCRIBED OR DEPICTED ON THE APPLICATION, AND DISCLAIMS ANY WARRANTY, REPRESENTATION, AND LIABILITY WITH RESPECT TO THE SAME. 

g. SOLVEDHEALTH.AI EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION OR LIABILITY OR RESPONSIBILITY FOR ANY USE OF THE APPLICATION OR CONTENT, CONCLUSIONS, ANALYSIS, OR INFORMATION DERIVED THEREFROM IN CONNECTION WITH (1) PROFESSIONAL DECISIONS, JUDGMENTS, OR ANY OTHER ACTIONS OR INACTIONS WITH RESPECT TO AN INDIVIDUAL’S HEALTH CARE; (2) DETERMINING THE APPROPRIATENESS OF USE FOR A PARTICULAR SITUATION; AND (C) EMPLOYMENT DECISIONS, JUDGMENTS, OR ANY OTHER ACTIONS OR INACTIONS WITH RESPECT TO AN INDIVIDUAL’S EMPLOYMENT, ALTERNATIVE WORK STATUS, OR RELATIONSHIP WITH AN EMPLOYER OR ANY THIRD PARTY. 

h.  Due to the continual development of new techniques for intruding upon and attacking networks, SolvedHealth.ai does not warrant that the Application, or any equipment, system, or network on which it is used or accessed, will be free of vulnerability to intrusion or attack that results in your inability to use the Application or the unauthorized disclosure or compromise of your information in the Application.

i. SolvedHealth.ai cannot and does not guarantee or warrant that the Application or files available for downloading from the internet or the Application will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Application for any reconstruction of any lost data.

j. We may, in our sole discretion, modify, suspend, or discontinue at any time, with or without notice, the Application or portions thereof, including but not limited to the Application’s features, look and feel, and functional elements and related services.

k. Although the Application may include links providing direct access to third-party Internet sites as a convenience, the inclusion of a link is not, nor does it imply, an endorsement of the linked site by SolvedHealth.ai. SolvedHealth.ai takes no responsibility for the availability or accuracy of content or information contained on those other sites, and does not exert any editorial or other control over those other sites. SolvedHealth.ai does not take responsibility for the privacy policies and practices of these third-party links, and your use of such third-party materials, products, or services will be subject to the applicable third-party privacy policies, terms of use, and other terms set forth by such third-party.

l. Some jurisdictions do not allow the exclusion of certain warranties, so some of the disclaimers above may not apply to you. To the extent applicable law does not permit such disclaimer of warranty, the scope and duration of such warranty shall be the minimum permitted under such applicable law.

1. LIMITATION       OF LIABILITY AND REMEDIES

a. NEITHER SOLVEDHEALTH.AI NOR ITS LICENSORS SHALL BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SOLVEDHEALTH.AI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

b. IN NO EVENT SHALL SOLVEDHEALTH.AI’S OR ITS LICENSORS’ AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE APPLICATION AND SERVICES), IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PERSONAL INJURY, AND WRONGFUL DEATH), OR OTHERWISE, EXCEED $100. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

c. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the limitations above may not apply to you. To the extent applicable law does not permit such limitation of liability, the extent of such liability shall be the minimum permitted under such applicable law.

d. Any cause of action or claim you may have with respect to the Application must be commenced within one year after it arises, except to the extent such limitation is not enforceable. To the fullest extent permitted by law, each party to this agreement waives its or his or her right to a jury trial with respect to any dispute or other controversy arising from hereunder or your use of or access to the Application.

e. YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION PROVISIONS IN THIS AGREEMENT ARE A MATERIAL INDUCEMENT AND CONSIDERATION FOR THE GRANT OF THE LICENSE CONTAINED IN THIS AGREEMENT AND FOR PROVIDING YOU WITH ACCESS TO THE APPLICATION.

1. Features

a. Continuing Education Compliance. As part of the Application, we may provide you with a tool to assist you in tracking, managing, and inputting information related to you continuing education requirements and/or compliance progress. This tool is provided solely for your convenience and is intended merely to supplement, rather than to replace, your own system and processes for tracking and managing your continuing education requirements. IF YOU ACCESS OR USE SUCH TOOL, YOU ACKNOWLEDGE AND AGREE THAT YOU REMAIN SOLELY RESPONSIBLE FOR ENSURING TIMELY COMPLIANCE WITH ALL CLE REQUIREMENTS APPLICABLE TO YOU, INCLUDING TRACKING, MANAGING, AND RETAINING ALL RECORDS AND CONTENT RELATED TO SUCH COMPLIANCE. Regularly, you should create backup records of any information or content you upload to or post on or in connection with the Application, including any information and content relating to your continuing education requirements and compliance. 

b.  Profiles and Forums. As part of the Application, you and other visitors or users of the Application may make available certain materials through or in connection with the Application, such as competition leaderboards, message boards, chatting, and other messaging functionality. SolvedHealth.ai has no control over and is not responsible for any use or misuse (including any distribution) by any third party of such information. If you choose to make any of your personally identifiable or other information publicly available through use of the Application, you do so at your own risk. 

1. Dispute      Resolution

a.  Governing Law. This agreement and your relationship with SolvedHealth.ai under this agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Tennessee without regard to any conflict of law provisions. For any matter not required to be resolved under binding arbitration pursuant to this Section, you and SolvedHealth.ai agree to submit to the exclusive jurisdiction of the state and federal courts located within the county of Davidson, Tennessee to resolve any legal disputes.