Terms & Conditions

These Terms & Conditions were last revised on May 10, 2023.

IMPORTANT - READ CAREFULLY:

Iconic Health, Inc. dba Iconic Health (“We,” “Us,” or “Our”) welcomes you (“You”) to our service. We invite You to access and use our products and services (collectively, the “Products and Services”), which are made available to You through www.iconichealth.co (the “Website”), which is accessible through laptops, tablets, cell phones, and other devices. The Website and Content are also collectively referred to as the “Platform.”

THE PLATFORM DOES NOT PROVIDE MEDICAL ADVICE. The Website and the Content are provided for informational purposes only, and are not intended as a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of Your physician or other qualified healthcare provider for answers to any questions You may have regarding a medical or health related condition. The Website is not intended to be relied upon for recommendations and advice regarding medical diagnosis or treatment. Never disregard medical advice or delay in seeking it because of something You have read on our Platform. Reliance on the Website and the Content is solely at Your own risk.

We do not recommend or endorse any particular Healthcare Provider (defined below) whose information, reviews, or ratings appear on our Platform. Rather, Iconic Health is only a “conduit” or intermediary that provides the aforementioned content regarding Healthcare Providers. No Content or other information contained on the Platform should be construed as a recommendation or endorsement of a particular Healthcare Provider. Iconic Health uses objective criteria to determine whether certain Healthcare Providers have the attributes of Healthcare Providers that practice weight-inclusive health care. However, Iconic Health does not make a determination as to whether Healthcare Providers actually practice weight-inclusive health care.

The Content and other information on Platform include statements of opinion, which are not statements of fact or Our recommendations to utilize the services of any specific Healthcare Provider. You should obtain any additional information necessary to make an informed decision prior to selecting and using any specific Healthcare Provider. The opinions expressed on Platform are those of Our Users and not Ours. We do not offer advice regarding the quality or suitability of any particular Healthcare Provider for any condition, including specific treatments or health conditions.

You agree to assume all responsibility in connection with choosing any Healthcare Provider, whether or not You obtained information about such Healthcare Provider on or through our Platform. You specifically acknowledge and agree that We are not responsible or liable for any advice, treatment or other services rendered by any Healthcare Provider, or for any claims (malpractice or otherwise) that may arise directly or indirectly from any such advice, treatment or other services.

Description of Platform

Through customized Reports provided to You, Iconic Health offers information on physicians, psychologists, healthcare providers, healthcare facilities, long-term care facilities, hospitals, insurers and other providers of healthcare services and persons working on their behalves (collectively, the “Healthcare Providers”). Iconic Health organizes key information to help You make informed choices in Your search to independently assess particular Healthcare Providers. To enable such assessment, Iconic Health’s reports include profiles, objective and subjective ratings, feedback, comments, indexes, scorecards, materials and other informative details about the Healthcare Providers (collectively, the “Reports”).

Fees

The Platform is currently provided to You at no charge. The Reports are provided to You for a per-use charge of $29. However, we reserve the right to change our fee structure at any time upon notice to You.

Continued Use Deemed Acceptance

We reserve the right, at our sole discretion, to change, alter, amend or otherwise modify this Agreement from time to time. We will post any changes on this page (with the effective date of the update near the top of this page). We encourage You to check back and review this Agreement for any updates or modifications. After any such modification becomes effective, We will deem Your continued use of our Platform to constitute Your acceptance of and agreement to such modification.

License

Subject to the terms and conditions of this Agreement, You are granted a non-exclusive, non-transferable, personal, revocable license to (i) access and use the Platform and the Content, and (ii) copy, download and store the Content (e.g., in a temporary cache) to enable printing and/or offline viewing of any such Content solely for Your non-commercial use and not for resale or distribution to anyone else. There are no implied licenses under this Agreement. You also agree that, with respect to any copy of the Content that You download, create, generate, store and/or print, You will reproduce and include all copyright and other proprietary notices included in any such Content.

Except as expressly permitted by Us in this Agreement or otherwise in writing, You will not directly or indirectly copy, reproduce, modify, adapt, translate, distribute, transmit, download, upload, post, sell, rent, license, transfer, publicly perform, publicly display, mirror, frame, scrape, extract, wrap, create derivative works of, reverse engineer, decompile or disassemble any aspect of the Platform or any of the Content, in whole or in part, in any form or by any means, whether manual or automatic. Further, You may not directly or indirectly use any metatags, meta elements, “hidden text” or other equivalents using the names "Iconic Health", "Iconic", or "www.iconichealth.co". You cannot use any aspect of the Platform or the Content to compile lists of Healthcare Providers for commercial purposes, to establish independent data files or in violation of any applicable laws and regulations.

Acceptable Use

You shall use the Platform only in accordance with these Terms, in a manner consistent with applicable laws and in accordance with the rules, policies and procedures established by Iconic Health for use of the Platform.  You are solely responsible for compliance with all legal and regulatory requirements with respect to your use of the Platform.

Consent to Delivery of Communications

YOU EXPRESSLY AGREE TO BE CONTACTED BY ICONIC HEALTH AND ITS RESPECTIVE AGENTS AND AFFILIATES AT THE EMAIL ADDRESSES THAT YOU PROVIDED TO ICONIC HEALTH. YOU UNDERSTAND THAT UNSUBSCRIBING FROM SUCH EMAILS WILL ONLY UNSUBSCRIBE YOU FROM FUTURE EMAILS FROM THE PLATFORM.  YOU WILL REMAIN ENROLLED IN COMMUNICATIONS FROM THE OTHER PROGRAMS AND SERVICES OFFERED BY ICONIC HEALTH, AND ICONIC HEALTH’S AGENTS AND AFFILIATES, AND OTHER ENTITIES TO WHICH YOU PREVIOUSLY AND SEPARATELY PROVIDED YOUR EXPRESS CONSENT.  IF YOU WISH TO UNSUBSCRIBE FROM ALL FUTURE EMAILS FROM ICONIC HEALTH, YOU MAY, AMONG OTHER METHODS, UNSUBSCRIBE TO SUCH COMMUNICATIONS.

Reviews

Reviews are reviews of doctors and other Healthcare Providers that You, as the patient, or the parent or guardian of the patient, submit to Iconic Health (“Reviews”). You acknowledge and agree that by submitting Reviews, You grant Iconic Health (i) a non-exclusive, royalty-free, perpetual, transferable, irrevocable license to use the Reviews throughout the world in any media, now known or hereafter created without attribution, in accordance with applicable law, and (ii) the right to take legal action against any person or entity that violates Your and/or Iconic Health’s rights in Your Reviews. You further acknowledge and agree that Your Reviews are submitted by You without any restrictions or expectations of confidentiality (except as set forth in Our Privacy Policy) and do not contain proprietary information.

Except as described in Our Privacy Policy, Iconic Health will not be required to treat any of Your Reviews as confidential, and You acknowledge and agree Iconic Health may use in connection with its business, for any commercial or other purpose whatsoever, Your Reviews, in whole or in part, without compensation to You or any other person. We have no obligation to retain or provide You with copies of Your Reviews.

Your Reviews, including personally identifiable information contained therein, are made voluntarily and are subject to the Privacy Policy. You are responsible for the content of Your Reviews and once submitted, it is in the sole discretion of Iconic Health as to whether a Review can be withdrawn. You may expose yourself to liability by submitting a Review, if for example Your Review is false, intentionally misleading, defamatory, or violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, contains material that is unlawful, including illegal hate speech and pornography, exploits or otherwise harms minors, or violates or advocates the violation of any law or regulation. You agree to defend (at the Iconic Health Parties’ option and at Your sole expense), indemnify, and hold the Iconic Health Parties harmless from any damages, losses, costs, or expenses, including reasonable attorneys’ fees, which any Iconic Health Party may incur as a result of Your Reviews.

With respect to Your Reviews, You represent, warrant and covenant that:

1. Your Review will be true and accurate, will be Your original work of authorship, only concern or relate to the care or service that You, Your minor child or Your ward received from the Healthcare Provider(s) being reviewed, that You are not related to or employed by the Healthcare Provider(s) being reviewed and that You are not impersonating any other person;
2. You have the right to submit Your Reviews without violating the copyright, trademark, patent or other intellectual property rights of any person or entity, and the Reviews will not contain any content, personally identifiable information (other than the name of the Healthcare Provider(s) being reviewed), information, or materials of any kind that relates or refers to any other person or entity other than the person or entity being reviewed;
3. Your Reviews will not violate any law, or in any manner infringe or interfere with the rights of others, including but not limited to the use of names, information, or materials that (i) libel, defame or invade the privacy of any third party, (ii) are obscene or pornographic, (iii) harmful, threatening, offensive, abusive, harassing, vulgar, false or inaccurate, racially, sexually, ethnically or are otherwise objectionable or otherwise contrary to the laws of any place where such Reviews may be accessed, (iv) constitute personal attacks on other individuals, (v) infringe the intellectual property, trade secret or proprietary rights of any third party, (vi) promote criminal or other illegal activity, (vii) promote or advertise any person, product or service or solicit funds, (viii) are deemed confidential by any contract or policy, or (ix) promote violence, firearms, ammunition, or weapons.

Iconic Health retains the right to review and delete any Reviews that Iconic Health in its sole discretion considers illegal, offensive, obscene, abusive, harassing, commercial in nature, infringing, inappropriate or otherwise violates the terms and conditions of this Agreement.

Website Monitoring

Iconic Health reserves the right to view, monitor, and record activity on the Platform without notice or permission to You.

Subject to the terms of the Privacy Policy, Iconic Health may disclose to third parties any records, electronic communications, information, materials or other content of any kind (i) if Iconic Health believes in good faith that the law or legal process requires it, (ii) if such disclosure is necessary or appropriate to operate the Platform, or (iii) to protect Iconic Health’s rights and property or the rights and property of Iconic Health’s Users and business partners.

Privacy Policy

Iconic Health recognizes the importance of protecting the privacy of Users and visitors to our Platform. The Privacy Policy is incorporated and made part of this Agreement. To view the most current version of the Privacy Policy, please visit the Privacy Policy page here and on the footer of the Website. Any changes to the Privacy Policy will be communicated on the Privacy Policy page on the Website.

Intellectual Property

The Platform and Reports contain materials, such as software, data, text, graphics, images, and other materials provided by or on behalf of Iconic Health (collectively referred to as the “Content”). All right, title and interest in and to the Content, including without limitation the graphical display and arrangement of the Platform and the Content, and all intellectual property rights embodied therein, are the property of Iconic Health or its licensors or suppliers, including any of the Content that may be stored or displayed by Iconic Health on other media or servers. The Platform and the Content contained and referenced therein are for informational purposes only. Any reproduction, retransmission or other use is strictly prohibited, except as otherwise provided by this Agreement or by Iconic Health’s express authorization. Requests for permission to reproduce any of the Content may be made by sending an e-mail to navigator@iconichealth.co.

We own and will continue to own all right, title, and interest in and to (i) the Platform, including, without limitation, all source code, object code, rating system, methodology, operating instructions, and interfaces developed for or relating to the Platform; (ii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works of the foregoing, and all intellectual property rights therein; and (iii) any Content. Except as expressly permitted in this Agreement, You have no rights in or to any of the foregoing.

Use of the Platform

Without limiting anything else contained in this Agreement, You agree and acknowledge that:

The Content, databases used to store the Content (“Databases”),  Products and Services and any other information contained therein are valuable intellectual property owned by or licensed to Iconic Health, and that no proprietary rights therein are being transferred to You by this Agreement.

You will not, directly or indirectly:

1. Use any of the Content, Databases and any other information contained therein for any purposes other than Your personal, non-commercial evaluation of Healthcare Providers and scheduling of appointments with Healthcare Providers,
2. Use the Content, Databases, Products and Services and any other information contained therein to compile mailing lists or other lists of Healthcare Providers for commercial purposes,
3. Use the Content, Databases, Products and Services and any other information contained therein to establish independent data files or otherwise amass statistical information thereof or therefrom,
4. Use the Content, Databases, Products and Services and any other information contained therein in violation of any applicable laws or regulations,
5. Publish or distribute in any medium Content, Databases, any other information contained therein, and/or summaries or subsets thereof to any person or entity,
6. Attempt to elude or elude Iconic Health’s security systems,
7. Attempt to gain access or gain access to the Platform in an unauthorized or fraudulent manner,
8. Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, scrape, or index any portion of the Platform or any Content,
9. Take any action that imposes, or may impose, in Iconic Health’s sole discretion, an unreasonable or disproportionately large load on Our technology infrastructure or otherwise make excessive traffic demands on the Platform,
10. Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Platform, features that prevent or restrict the use or copying of the Content, or features that enforce limitations on the use of the Platform,
11. Use any tools or software to mask, hide or distort the internet protocol address from which You are accessing the Platform,
12. Use the Platform for any purposes other than those intended by Iconic Health, as determined by Iconic Health in its sole discretion, or
13. Upload or submit any data or information containing viruses or any computer code, corrupt files or programs engineered or intended to disrupt or destroy the functionality of any software, hardware, telecommunications, networks, servers, or other equipment.

You specifically acknowledge and agree that any and all misappropriation or misuse of the Content, Databases, Products and Services and any other information contained therein will cause irreparable harm to Iconic Health and that in such event money damages will not constitute sufficient compensation to Iconic Health; consequently, in the event that You, directly or indirectly, misappropriate or misuse any of the Content, Databases, Products and Services and/or any other information contained therein, You specifically consent to Iconic Health obtaining injunctive relief against You in addition to any other legal or financial remedies to which Iconic Health may be entitled.

Iconic Health reserves the right to modify and/or discontinue the Platform at any time, for any reason and without notice, should You be in violation of this Agreement, including, but not limited to, the provisions of this section entitled “Use of the Platform”.

Notice of Enforcement

Iconic Health vigorously enforces its intellectual property rights to the fullest extent of the law. Accordingly, if applicable, Iconic Health will not hesitate to prosecute any unauthorized use or reproduction of any of the Content, Databases, Products and Services and any other information contained therein that violate the protection afforded by the United States and international copyright law and trademark law, and/or other state, federal, and international laws and regulations, including laws pertaining to contracts, privacy and publicity.

Disclaimers

NONE OF ICONIC HEALTH, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTENT PROVIDERS, CUSTOMERS OR SUPPLIERS (COLLECTIVELY, THE “ICONIC HEALTH PARTIES”) ENDORSE ANY USER OR HEALTHCARE PROVIDER.

YOU AGREE THAT YOUR USE OF THE PLATFORM AND THE CONTENT IS ENTIRELY AT YOUR OWN RISK. THE PLATFORM, AND THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES AND/OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES OR IMPROVEMENTS THERETO AT ANY TIME WITHOUT NOTICE. THE PLATFORM, AND ALL CONTENT, FUNCTIONS, AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESSED OR IMPLIED. ICONIC HEALTH PARTIES DISCLAIM, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THE WEBSITE, THE CONTENT, OR ANY PRODUCTS, SERVICES OR RESULTS OBTAINED ON OR THROUGH THE PLATFORM.

SOME OF THE CONTENT, INCLUDING BUT NOT LIMITED TO HEALTHCARE PROVIDER INFORMATION, DATA, RESEARCH, ANALYSIS, REVIEWS AND RATINGS ARE PROVIDED BY THIRD PARTY INFORMATION PROVIDERS. NONE OF THE ICONIC HEALTH PARTIES MAKE ANY REPRESENTATION WITH RESPECT TO, OR GUARANTY OR ENDORSE THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF ANY INFORMATION, MATERIALS OR OTHER DATA PROVIDED BY ANY SUCH THIRD PARTY INFORMATION PROVIDERS.

ICONIC HEALTH PARTIES DO NOT REPRESENT OR WARRANT THE AVAILABILITY OF OR YOUR ACCESS TO THE PLATFORM, THAT THE PLATFORM AND YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER OR CODE THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NONE OF THE ICONIC HEALTH PARTIES WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE PLATFORM AND/OR THE CONTENT IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, APPLICABILITY OR OTHERWISE. YOU (AND NOT ICONIC HEALTH) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.

NONE OF THE ICONIC HEALTH PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT THE PLATFORM OR ANY OF THE CONTENT WILL ASSIST YOU IN IDENTIFYING A SUITABLE HEALTHCARE PROVIDER OR FOR ANY OTHER PURPOSE. ICONIC HEALTH PARTIES DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO ANY AGREEMENTS YOU MAY MAKE WITH OR PRODUCTS OR SERVICES YOU OBTAIN FROM HEALTHCARE PROVIDERS OR THIRD PARTIES WHO OFFER PRODUCTS OR SERVICES ON OR THROUGH THE PLATFORM, AND YOU AGREE TO LOOK SOLELY TO SUCH HEALTHCARE PROVIDERS AND THIRD PARTIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS AND/OR SUCH PRODUCTS OR SERVICES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW AND DOES NOT APPLY TO YOU.

Limitations on Liability

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE PLATFORM, THE PRODUCTS OR SERVICES SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SAME. NONE OF THE ICONIC HEALTH PARTIES WILL BE LIABLE FOR ANY DAMAGES OR INJURY FOR BREACH OF WARRANTY, BREACH OF CONTRACT, OR TORT (WHERE NEGLIGENCE IS THE STANDARD OF CULPABILITY) CAUSED BY YOUR USE OF THE PLATFORM, OR THE CONTENT OR THE PRODUCTS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE PLATFORM, INCLUDING BUT NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE. NONE OF THE ICONIC HEALTH PARTIES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, THE INABILITY TO USE, OR RELIANCE UPON, THE PLATFORM, AND THE CONTENT OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THE PLATFORM, EVEN IF A ICONIC HEALTH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE ICONIC HEALTH PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnity

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ICONIC HEALTH PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, PROCEEDINGS, DAMAGES, INJURIES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND LITIGATION EXPENSES), RELATING TO OR ARISING FROM:

1. YOUR MISUSE OF THE PLATFORM (INCLUDING YOUR DOWNLOAD OR INSTALLATION OF THE APP) AND ANY MISUSE OF THE CONTENT, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THE PLATFORM, ANY PRODUCTS OR SERVICES YOU OBTAIN FROM THIRD PARTIES BASED, IN WHOLE OR IN PART, ON THE CONTENT AND OTHER INFORMATION VIEWED OR OBTAINED ON, FROM OR THROUGH THE PLATFORM;
2. ANY INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY
3. ANY BREACH BY YOU OF THIS AGREEMENT;
4. RIGHTS OR ANY OTHER NEGLIGENT, ILLEGAL OR WRONGFUL CONDUCT
5. BY YOU OR ANY OTHER PERSON ACCESSING THE PLATFORM USING YOUR COMPUTER OR YOUR MOBILE DEVICE.

THE FOREGOING INDEMNIFICATION OBLIGATIONS MAY NOT BE ENFORCEABLE IN SOME STATES, SO SUCH OBLIGATIONS MAY NOT APPLY TO YOU.

Term and Termination

This Agreement will take effect at the earlier of the time that You access, browse or use the Platform or any of the Content, and continues in perpetuity unless terminated by You in accordance with this provision and/or by Iconic Health. Iconic Health reserves the right, at any time and for any reason, without notice to You, (i) to deny You access to the Platform and any of the Content, (ii) to change, remove or discontinue any of the Content or services available on or through the Platform, or (iii) to terminate this Agreement.

The warranty disclaimers, limitations and exclusions of liability, reservation and grant of property rights and other terms and conditions of this Agreement which by their nature are intended to survive and will survive the termination or expiration of this Agreement for any reason.

Notices

Any notice or other document or communication required or permitted hereunder to Iconic Health will be deemed to have been duly given only if in writing and delivered by any of the following methods:

Email us at navigator@iconichealth.co.

Notices to Iconic Health shall be deemed delivered when actually received by Iconic Health.

Jurisdiction; Compliance with Laws

Except as set forth otherwise herein, Iconic Health controls and operates the Platform from the United States of America and makes no representation that the Platform, the Content or the Products and Services made available to You through the Platform is appropriate or available for use outside the United States of America. You are responsible for compliance with applicable local laws including, without limitation, all export and import laws. Some of the Content may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported or re-exported: (i) into (or to a national or resident of) any country to which the U.S. has placed an embargo; (ii) to anyone in the US Treasury Department’s Specially Designated national list, or (iii) to anyone on the US Commerce Department’s Table of Denial Orders. If You download or use the Content, You represent and warrant that You are not located in, or under the control of, or a national or resident of any such country or on any such list.

Access, browsing and use of the Platform, the Content and this Agreement, and all matters or issues collateral thereto are all governed by United States federal law and/or the laws of the State of Delaware, without regard to any conflict of laws provisions that would refer to and/or apply the substantive laws of another jurisdiction.

SUBJECT TO THE MANDATORY ARBITRATION PROVISION BELOW, ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR DOWNLOADING, INSTALLATION OR USE OF, THE WEBSITE SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW YORK, U.S.A., AND YOU AND ICONIC HEALTH AGREE TO SUBMIT TO THE JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN, THESE COURTS IN ANY SUCH LEGAL ACTION OR PROCEEDING.

Arbitration and Class Action Waiver

Any controversy or dispute between You and Iconic Health (the “parties”) concerning the Platform, the Content, this Agreement and/or all matters or issues collateral thereto (each, a “Dispute”) shall be submitted to final and binding arbitration as the sole and exclusive remedy for such Dispute. Neither of the parties shall have the right to litigate any claim in court or to have the claim decided by a judge or jury. Discovery rights, such as each party’s rights to the exchange of prehearing information or prehearing taking of sworn testimony may also be limited in arbitration. Any claim shall be made by filing a demand for arbitration within one (1) year following the occurrence first giving rise to the claim. The right and duty of the parties to resolve disputes by arbitration shall be governed exclusively by the Federal Arbitration Act, and arbitration shall take place according to the JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-streamlined-arbitration/. The arbitration will be held in New York, New York. Each of the parties shall bear all of its own costs of arbitration, except that the fees of the arbitrator shall be divided equally between the parties. The arbitrator shall have no authority to amend or modify the terms of this Agreement or to award punitive or exemplary damages, and the award may be enforced by judgment. Before, during, or after arbitration each party shall have the right, without awaiting the outcome of the arbitration, to seek interim injunctive relief from an appropriate court including but not limited to temporary restraining orders or preliminary injunctions. Seeking any such remedies shall not be deemed a waiver of either party’s right to compel arbitration.

You agree that any arbitration or proceeding shall be limited to the Dispute between Iconic Health and You individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. 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.

Waiver

No delay or omission by Iconic Health to exercise any right occurring upon any noncompliance on Your part with respect to any of the terms of this Agreement will impair any such right or power or be construed to be a waiver thereof. Any waiver by Iconic Health of any of the covenants, conditions or agreements to be performed by You will not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or agreement herein contained.

Severability

If any portion of this Agreement is adjudged invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and in effect.

Independent Contractor

Iconic Health is an independent contractor; nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between You and Iconic Health.

Entire Agreement

This Agreement constitutes the entire agreement between You and Iconic Health with respect to Your use of the Platform, the Content and the Products and Services, and supersedes any and all prior understandings or agreements between You and Iconic Health, whether written or oral. You acknowledge that, in providing You access to and use of the Platform, the Content and the Products and Services, Iconic Health has relied on Your acceptance of this Agreement. Failure to insist on strict performance of any provisions of this Agreement will not constitute a waiver of any breach or failure of performance.

Additional Terms

Your use of certain of the Platform may be subject to additional or separate terms imposed by Iconic Health or third parties (“Additional Terms”).  When such Additional Terms are applicable to your use of the Platform, Iconic Health will give You an opportunity either to agree to such Additional Terms or elect not to use the Platform.  To the extent applicable, such terms are hereby incorporated into these Terms, to the extent such terms do not conflict with these Terms.  In the event of a conflict between Additional Terms and these Terms, the Additional Terms will prevail with respect to the Platform.