Babylon Terms of Use

Effective Date: October 1, 2020

Please read the following terms carefully.

By accessing, using, or registering with this app (the “app” or “Babylon app”), you agree, on behalf of yourself and/or your minor dependents, if any (together, “you”), that you have read and understood, and, as a condition to your use of the app, you agree to be bound by, these terms of use. If you are not eligible, or do not agree to these terms of use, then you do not have permission to use the app. Your use of the app constitutes an agreement by you to be bound by these terms of use.


No emergency services

You cannot contact emergency services though the app. In the event of an emergency, or if you have a condition that you know will require a physical examination, or if you think you have a condition that requires urgent medical advice, diagnosis, or treatment, please dial 911 on your telephone or seek care from your local emergency room, urgent care, or other first responders immediately.


Digital health tools do not constitute medical services or advice

The digital health tools (defined below) are not designed to provide medical diagnosis, advice, or treatment. You should discuss all information received through the digital health tools with your physician before making any medical decisions, including starting, stopping or modifying any medication or other treatment or care plan.


ePHI risk acceptance

If you sign up to receive electronic protected health information (ePHI) via email and/or push notifications, you accept certain risks, including transmission to the wrong recipient or interception and access by a third party, which may result in harm to you. It is your responsibility to configure your device settings appropriately if you do not wish to receive email and/or push notifications that may contain ePHI. You may opt-in or opt-out at any time to receive these types of communications.


No international use

The app is intended for users located within the united states. We make no representation that the app is appropriate or available for use outside of the united states. Access to the app from countries or territories or by individuals where such access is illegal is prohibited.


Arbitration notice and class action waiver

Except for certain kinds of disputes described in the “disputes” section below, you agree that disputes arising under these terms of use will be resolved by binding, individual arbitration, and by accepting these terms, you are waiving the right to a trial by jury or to participate in any class action or representative proceeding. You agree to give up your right to go to court to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a neutral arbitrator and not a judge or jury.


Acceptance of the Terms of Use

These terms of use are entered into by and between you on the one hand, and Babylon Healthcare Inc. (together with its corporate U.S. based affiliates, “Babylon”) and Company (as defined in Appendix A) (together with Babylon referred to collectively herein as “we,” or “us”) on the other. The following terms and conditions (“Terms of Use”), govern your access to and use of the Babylon App, including any content, functionality, or other Output (defined below) (“Digital Health Tools”), as well as virtual clinical services offered on or through the Babylon App, such as virtual consultations and other services (“Clinical Services”) offered by Company’s clinical providers (“Providers”). These Terms of Use are a legally binding contract between you and us regarding your use of the App and the Clinical Services.

The App is offered and available to users who meet all of the following conditions:

  • Are 18 years of age or older or an emancipated minor.
  • Reside in the United States or any of its territories or possessions.

By using this App, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the App.

Clinical Services are offered by Company and available to patients who meet all of the following conditions:

  • Are 18 years of age or older or an emancipated minor, or have Clinical Services requested by a parent or guardian.
  • Are provided access to the Clinical Services by a health plan (“Sponsor”).
  • Are physically located in one of the states in which Company (as defined in Appendix A) provides Clinical Services.

By creating an account in the Babylon App that includes access to Clinical Services, you are registering as a patient of Company. By using the Clinical Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Clinical Services. To permit you to access the Clinical Services on behalf of a minor child of whom you are a parent or legal guardian, you may be permitted to establish a subaccount under your name. Any such subaccount shall be subject to these Terms of Use.

You hereby certify that you are physically located in one of the states in which Company (as defined in Appendix A) provides Clinical Services. You acknowledge that your ability to access and use the Clinical Services is conditioned upon the truthfulness of this certification and that the Providers you access are relying upon this certification in order to interact with you.

You acknowledge that it is your responsibility to enter your information into the App accurately and in English in order to access our services. If you need to use the App in Spanish, your mobile device needs to be set to Spanish (and, if it was not already set in Spanish, you need to re-start the App).


Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the App and Clinical Services thereafter. However, any changes to the dispute resolution provisions set out in the “Governing Law and Jurisdiction” and “Disputes” sections below will not apply to any disputes for which the parties have actual notice before the date the change is posted on the App.

Your continued use of the App following the posting of revised Terms of Use means that you accept and agree to the changes. Although we will use commercially reasonable efforts to notify you when these Terms of Use are materially updated, you are expected to check this page frequently so you are aware of any changes, as they are binding on you regardless of whether we have been able to provide other forms of notice to you.


Virtual Consultations

You acknowledge that a virtual consultation may not be the appropriate course of treatment for your particular healthcare needs. Medical services rendered by a Provider are subject to their professional judgment. Any information or advice received from a Provider comes from the individual Provider. You and your individual Provider are solely responsible for all information and/or communication sent during a virtual consultation or other Clinical Services communication.

Virtual consultations with Providers are not intended to replace your relationship with your existing primary care physician and are not a substitute for regular use of your primary care physician. Virtual consultations cannot be used for any service that must be provided to you by your regular physician as an in-office follow up to an in-office visit, at no additional charge to you or your health care plan, as required by your health care plan.


Medical Records

Any clinical information provided as part of a virtual consultation becomes part of your legal medical record. Virtual consultations are provided in real-time. Accordingly, no audio or video recordings are maintained or stored in your legal medical record. You agree to provide accurate information about yourself for your legal medical record. Use of your legal medical record by your Provider is governed by our Notice of Privacy Practices. It is your responsibility to confirm any third party information, or information regarding a minor child of whom you are a parent or legal guardian, in your medical record.


Prescriptions

Any prescriptions ordered by Providers are subject to state regulations and prescriptions may not be available in your state. In the event that a Provider does prescribe a medication, he/she will limit the supply based on state regulations and will only prescribe a medication, as determined appropriate in his/her sole discretion and professional judgment. There is no guarantee that a prescription will be written.

Any prescriptions that you acquire from a Provider shall be solely for your personal use. You should fully and carefully read all provided product information and labels and contact a physician or pharmacist if you have any questions regarding any prescription that you acquire from a Provider.


About the Digital Health Tools

The Digital Health Tools in the Babylon App may include Symptom Checker (also referred to as Chatbot), Healthcheck, Health Assessment, and/or Monitor. Symptom Checker (also referred to as Chatbot) is a symptom checker that provides information about possible matching conditions based on the symptoms you input. Healthcheck generates a “digital twin” and report based on information you input compared with general statistical information and risk factors, and provides wellness tips and health insights for a healthy lifestyle. Health Assessment is a data collection tool used to assist Babylon Care Advisors in gathering information needed to optimize your healthcare experience. Monitor contains features that can help you achieve and sustain a positive mental outlook and healthier lifestyle by self-tracking your mood, activity, and other wellness indicators. You are responsible for reviewing the support materials in the Me tab prior to using the Digital Health Tools to assess whether the Digital Health Tools are suitable for your health information needs.

You may be able to access certain additional Digital Health Tools through the Babylon app related to COVID-19.

Monitor provides information about COVID-19 to help you understand when you might need medical advice, and provides tips to help you look after yourself.

If you sign up for a COVID-19 Care Plan, you can track your symptoms in Monitor and receive reminders and self-care information. If you sign up for a Care Plan, you accept the risk of electronic protected health information (ephi) being communicated to you via email.

Live Chat, if available, allows you to chat with a support agent who can answer general, non-medical questions you have about COVID-19 and help you make decisions about seeking appropriate medical care.

Information provided by these additional COVID-19 Digital Health Tools is sourced from the Centers for Disease Control and Prevention, the World Health Organization, and available practice guidelines.

Monitor may also provide access to a Mood Tracker, which allows you to self-track your mood over time. It is not monitored by a clinician and is not intended to be used for diagnostic or treatment purposes.

Additionally, Monitor may provide you with the option of setting up push notification medication reminders for yourself, to help you remember to take your medication(s). If you set up medication reminders, you accept the risk of receiving unencrypted health information, which could be seen by others. If you use this feature, you are solely responsible for taking your medication(s) according to the prescribed dose and frequency, and you agree that we shall not be liable for any outcome in connection with your use of and reliance on medication reminders.


Our Digital Health Tools Do Not Provide Medical Advice; Other Important Disclaimers

Our Digital Health Tools are intended for informational purposes only. The outputs from our Digital Health Tools may include content, text, data, graphics, images, photographs, audio, video, information, suggestions, guidance, and other materials provided, made available or otherwise found through the App, including, without limitation, outputs provided in direct response to your inputs (“Outputs”). Outputs are based on general health information for the general population and do not constitute, and are not intended for use as or as a substitute for, medical advice, diagnosis or treatment. The outputs are responsive to information entered, but are not personalized to you and do not diagnose any condition you may or may not have. You should always talk to a qualified medical provider about any questions you may have about a medical condition, symptoms, or your health. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding your symptoms, health or a medical condition, and before starting, stopping or modifying any treatment, medication or care plan or making any other medical decisions. Any decisions you make affecting your health should always be made in consultation with a medical provider, and not on the basis of our Digital Health Tools or their Outputs. Never delay obtaining medical advice or disregard medical advice because of something you have or have not read on the App. You acknowledge that your use of our Digital Health Tools does not create a medical provider-patient relationship or constitute the practice of medicine or provision of medical care. You acknowledge that you are responsible for consulting with a medical provider whether or not any Outputs suggest seeking further medical advice.

We make no warranties in relation to our digital health tools, which are offered on an as-is basis.

The Digital Health Tools may include content or other Outputs provided by third parties, third-party licensors, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

We reserve the right to deny access to Providers in the case of actual or potential misuse of the App or Clinical Services.

We do not provide an insurance product.


Accessing the App and Account Security

We reserve the right to withdraw or amend the App, and any service or material we provide on the App, in our sole discretion without notice. We will not be liable if for any reason all or any part of the App is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the App, or the entire App. We reserve the right to suspend, discontinue or deny your access to and use of the App for any lawful reason.

You are responsible for making all arrangements necessary for you to have access to the App. Our services are accessed remotely using the internet, data networks, and devices which can access the internet and which can operate the App and our website (“Infrastructure”). We make the App and our website available for access using Infrastructure, but are not responsible for Infrastructure ourselves. The App operates only on iPhone version 5S or higher running IOS 11 or higher, or Android-enabled phones running Android v5.0 or higher. Babylon reserves the right to update the IOS and Android versions supported, and to discontinue supporting older versions of IOS or Android, at any time. The App requires a consistent 4G or faster data connection and does not operate reliably on 3G, GPRS or EDGE connections. If you wish to use the App, you should ensure you have an internet-enabled device and a sufficient internet connection available. You acknowledge that technical or security threats or issues affecting the Infrastructure may require us to suspend our services in order to ensure they are secure and/or operating optimally.

You are responsible for ensuring the security of the Infrastructure you use to access the App. We strongly recommend that if you are using a wireless network to access the App, you avoid use of public wi-fi facilities in favor of a personal wi-fi connection, and that the wireless network is secured with at least WPA-2 security. We recommend that the device from which you access the App is password protected, set to lock after a short period of inactivity, and protected with suitable security features.

You understand that the risk that ePHI contained in an email will be read by a third party, other than the intended recipient, cannot be eliminated. Reasonable measures will be used to protect the security and confidentiality of ePHI sent and received, including the use of encryption and other security technologies to the extent available. However, because of the risks outlined above, it is not possible to guarantee the security and confidentiality of email or push notifications. You understand that if you elect to send or receive ePHI via email or push notifications, we are not responsible for any unauthorized access to your health information that occurs during transmission. Moreover, we bear no responsibility for safeguarding the ePHI once it is transmitted to you.

From time to time, updates to the App may be made available to you. We recommend that you use the latest version of the App at all times, to take advantage of the latest enhancements and important updates. Depending on the update, you may not be able to use the App until you have downloaded the latest version of the App and accepted any updated Terms of Use.

To access the App or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the App that all the information you provide on the App is correct, current, and complete. We may contact you by telephone, mail or email to verify your Babylon account information. We may request further information from you and you agree to provide such further information to ensure you have not fraudulently created your Account.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this App or portions of it using your user name, password, or other security information. You agree to notify us promptly of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.


Intellectual Property Rights

The App, which includes its entire contents and other Outputs, features, and functionality (including but not limited to all information, features, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), is owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the App for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our App, except as follows:

  • Your mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • Our App is available for download to your mobile device, and if you do so, it may update automatically. So long as you comply with these Terms of Use, we give you a limited, nonexclusive, nontransferable, revocable license to use the App, solely for your own personal, non-commercial use.

Except and solely to the extent such a restriction is impermissible under applicable law, you must not:

  • Reproduce, distribute, publicly display, or publicly perform the App.
  • Make modifications to the App.
  • Interfere with or circumvent any feature of the App, including any security or access control mechanism.
  • Reverse engineer or decompile any part of the App or any services or materials available through the App, attempt to do so, or assist anyone in doing so.
  • Access or use for any commercial purposes any part of the App or any services or materials available through the App.
  • Use the App if you are prohibited under applicable law from doing so.
  • Engage in any other use or activity that violates any applicable law, intellectual property, privacy, or other rights, or that would otherwise give rise to liability.

No right, title, or interest in or to the App, which includes any content on the App or other Output, is transferred to you, and all rights not expressly granted are reserved by us. Any use of the App not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate intellectual property, copyright, trademark, and other laws.

Notwithstanding any of the above:

  • To the extent any component of the App may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms.
  • You may communicate information provided through the App to your medical provider, provided you do not remove or obscure any notices regarding intellectual property rights.

You agree that your use of the App will not intentionally infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties. We maintain the right to delete any information provided by you that it deems fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the App (“Feedback”), then you hereby grant Babylon an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the App and create other products and services.


User Content

Certain features of the App may permit you to upload content to the App, such as photos and other types of works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the App.

By providing User Content to or via the App, you grant us a non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content in connection with providing our services to you.

We disclaim any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the App.

We do not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the App by its users. You acknowledge and agree that we reserve the right to, and may from time to time, monitor any and all information transmitted or received through the App for operational and other purposes. If at any time we choose to monitor the content, Babylon still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used.


Trademarks

Babylon® and the heart shape logo with the colors blue, aqua, purple and magenta swirled together are registered trademarks and service marks owned by Babylon Partners Limited, and are used by its affiliates and licensors. All related names, logos, product and service names, designs and slogans are also trademarks of Babylon Partners Limited or its affiliates. You must not use any such marks without the prior written permission of Babylon. All other names, logos, product and service names, designs, and slogans on this App are the trademarks of their respective owners.


Prohibited Uses

You may use the App only for lawful purposes and in accordance with these Terms of Use. You agree not to use the App:

  • In any way that violates any applicable federal, state, or local law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • On a device that has had its operating system compromised by the process of Jailbreaking (Apple iOS) or Rooting (Android), which may result in the security of your personal data being compromised.
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate another user or any other person or entity, or to access any other user’s account through the App.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the App, or which, as determined by us, may harm the Company or users of the App, or expose them to liability.

Additionally, you agree not to:

  • Use the App in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the App, including their ability to engage in real time activities through the App.
  • Use any robot, spider, or other automatic device, process, or means to access the App for any purpose, including monitoring or copying any of the material on the App.
  • Use any manual process to monitor or copy any of the material on the App, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the App.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the App, the server on which the App is stored, or any server, computer, or database connected to the App.
  • Attack the App via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the App.


Communications

When you use the App or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by e-mail or by posting notices, alerts, prompts, information fields or other information through the App. We may also communicate with you through push notifications if you enable them on your mobile device. If you opt in to receive text messages, we may also communicate with you through text messages. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.


Children

The App is not intended for children under the age of 13. If you are under 13 years of age, please do not use or access the App at any time or in any manner. By using the App, you affirm that you are 13 years of age or older. We do not seek through the App to gather personal information from or about children under the age of 13 without the consent of a parent or guardian.


Monitoring and Enforcement; Termination

We have the right to:

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the App.
  • Terminate or suspend your access to all or part of the App for any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the App. You waive and agree to hold us and our affiliates, licensors, and service providers harmless from any claims resulting from any action taken by any of the foregoing persons in connection with investigations by either us or law enforcement authorities.

However, we cannot review all User Content before it is submitted on the App, and cannot ensure prompt removal of objectionable User Content after it has been submitted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by you. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.


Changes to the App

We may update the content on this App from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the App may be out of date at any given time, and we are under no obligation to update such material.


Information About you, your Location, and your Visits to the App

You agree that we may collect, use, and share your personal information in connection with providing you the App and related services. By using the App or any of the services, you consent to us collecting and using technical information about the devices and related software, hardware and peripherals for services that are internet-based or wireless to improve our products and to provide any services to you.

Certain services may make use of location data sent from your devices. For information about how to turn off this functionality, please consult the location services settings for the App on your device. If you do not turn off this functionality, you consent to our transmission, collection, maintenance, processing and use of your location data and queries to provide and improve location-based services.


Posting on Websites

You must not:

  • Cause the App or portions of it to be displayed on, or appear to be displayed by, any website, for example, framing, deep linking, or in-line linking.
  • Otherwise take any action with respect to the materials on this App that is inconsistent with any other provision of these Terms of Use.
  • You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.


Third Party Sources

If the App contains links to or otherwise provides access to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party sites or resources linked to or otherwise accessible via this App, you do so entirely at your own risk and subject to the terms and conditions of use for such sites or resources.

We may send you links to or otherwise provide access to materials, resources, and/or other content from Healthwise® within the App or via SMS text and/or email. Use of Healthwise® materials, resources, and content is subject to the Healthwise® terms and conditions of use located. We may provide tools through the App that enable you to export information to third party services. By using one of these tools, you agree that we may transfer that information to the applicable third party service. Third party services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third party service’s use of your exported information.


Geographic Restrictions

We provide this app only for use by persons in the united states. We make no claims that the App or any of its content is accessible or appropriate outside of the United States. Access to the App may not be legal by certain persons or in certain countries. If you access the App from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.


Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that the App will be free of viruses or other destructive code. To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the app or any services or items obtained through the app, or through any sites or resources linked to it.

Your use of the app, its content, output, and any services obtained through the app is at your own risk. The app, its content, output, and any services obtained through the app are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Neither we nor any person associated with us makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the app, its content, output or any services obtained through the app.

To the fullest extent provided by law, the company hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.


Limitation on Liability

To the fullest extent permissible under applicable law, in no event will we, our affiliates, or any of our or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the app, any apps linked to it, any content on or output of the app, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. For the avoidance of doubt, in no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on the app, any apps linked to it, or any content on or output of the app.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or wilful misconduct.

This section (“limitation on liability”) does not affect any liability that cannot be excluded or limited under applicable law.


Governing Law and Jurisdiction

All matters relating to the App and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the App shall, subject to the arbitration provision below, be instituted in the federal courts of the United States or the courts of the State of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your state of residence or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.


Disputes

In the interest of resolving disputes between you and us in the most expedient and cost effective manner, you agree that every dispute arising in connection with these Terms of Use will be resolved by binding arbitration, except that nothing in these Terms of Use will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms of Use, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. You understand and agree that, by entering into these terms, you are waiving the right to a trial by jury or to participate in a class action.

Any arbitration related to your use of the App and/or Clinical Services will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Babylon Healthcare Inc.’s address for Notice is: Babylon Healthcare Inc., C/O Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, DE 19801. Company’s address for Notice is set forth in Appendix A. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or the Company Group may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by us in settlement of the dispute prior to the award, we will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Kings County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Babylon for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

You agree that you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

If any provision in this section (“Disputes”) is found to be valid or unenforceable, all other provisions in this section (“Disputes”) will remain valid and enforceable, except that if the preceding paragraph is found to be unenforceable or if the entirety of this section (“Disputes”) is found to be unenforceable, then the entirety of this section (“Disputes”) will be null and void and, in that case, the parties agree that the jurisdiction and venue described in the preceding section (“Governing Law and Jurisdiction”) will govern any action arising out of or related to these Terms of Use.

If we make any future change to the arbitration provisions in this section, other than a change to our address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to our address for Notice of Arbitration, in which case your Babylon App account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.


Indemnification

You agree to defend, indemnify and hold us and our personnel, agents, and affiliates harmless from and against all third party claims, damages and expenses (including reasonable attorneys’ fees) arising out of your breach of these Terms of Use or violation of applicable law.


Limitation on Time to File Claims

To the greatest extent permitted by applicable law, any cause of action or claim you may have arising out of or relating to these terms of use or the app must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.


Waiver and Severability

No waiver by us of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.


Assignment of Rights

The agreement for our services is between you and us, and no other party. There are no intended third party beneficiaries of this agreement.

You may not assign or transfer your rights or obligations under these Terms of Use without our prior written consent. We may assign our rights and obligations under these terms to another organization, but this will not affect your rights under these Terms of Use.


Entire Agreement

These Terms of Use constitute the sole and entire agreement between you and us regarding the App and the Clinical Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the App and the Clinical Services.


Your Comments and Concerns

You can always give us feedback by contacting us at us-support@babylonhealth.com. If you have a complaint about our services, we would like to resolve it as soon as possible. Please tell us about your complaint as soon as you can so that we can do this. We may ask you for certain details about you and your complaint in order to address it. Please provide these as soon as you can so that we can resolve your complaint quickly.

All other comments, requests for technical support, and other communications relating to the App should be directed to: us-support@babylonhealth.com or 1-800-475-6168.

This App is made available by Babylon Healthcare Inc. With a registered address at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. Clinical Services are made available by the applicable Company, as defined in Appendix A.


Appendix A

Company, as defined under these Terms of Use, shall mean Babylon Healthcare Inc., with an address at 801 Barton Springs Rd., Austin, Texas 78704, if you reside in and are physically located in one of the following states:

  • Alabama
  • Alaska
  • Delaware
  • Hawaii
  • Kentucky
  • Louisiana
  • Maine
  • Mississippi
  • Missouri
  • Nebraska
  • New Hampshire
  • New Mexico
  • Ohio
  • Oklahoma
  • South Carolina
  • Utah
  • Virginia
  • Wyoming

Company, as defined under these Terms of Use, shall mean Babylon Healthcare, PLLC, with an address at 801 Barton Springs Rd., Austin, Texas 78704, if you reside in and are physically located in one of the following states:

  • Arizona
  • Arkansas
  • Colorado
  • Connecticut
  • Florida
  • Georgia
  • Idaho
  • Indiana
  • Iowa
  • Kansas
  • Maryland
  • Massachusetts
  • Michigan
  • Montana
  • Nevada
  • North Dakota
  • Oregon
  • Rhode Island
  • South Dakota
  • Tennessee
  • Texas
  • Washington
  • Washington, D.C.
  • Vermont
  • West Virginia

Company (“Provider”), shall mean Babylon Healthcare, P.C., with an address at 801 Barton Springs Rd., Austin, Texas 78704, if you reside in and are physically located in one of the following states:

  • Illinois
  • Minnesota
  • Pennsylvania
  • Wisconsin

Company, as defined under these Terms of Use, shall mean Telemedicine Associates, P.C. d/b/a New York Telemedicine d/b/a New York Telemedicine Associates, with an address at 801 Barton Springs Rd., Austin, Texas 78704, if you reside in and are physically located in one of the following states:

  • New York

Company, as defined under these Terms of Use, shall mean California Telemedicine Associates, P.C., with an address at 2830 Glendessary Lane, Santa Barbara, California, 93105, if you reside in and are physically located in one of the following states:

  • California