Gali Health, Inc. (“Gali Health”, “we”, or “us”) operates websites (each a “Website”) and mobile applications (each a “Mobile App”) in order to provide its curated health information platform and related services to the public. We need rules to keep our platform and services safe for you, us, and all other users of our Websites and/or Mobile Apps and in order for you to understand how your use of Gali Health’s Services will be governed. You agree that these Terms, including all other policies and agreements incorporated herein, apply to all of your activities on our Websites, Mobile Apps, our APIs, as it relates to our curated health information platform and any other related services we provide (collectively referred to through these Terms as the “Services”). If you do not wish to be bound by these Terms do not use or access any of the Services in any manner or for any purpose.
If you live in the United States or Canada, by agreeing to these Terms, you agree to resolve disputes with Gali Health through binding arbitration (with very limited exceptions, not in court), and you waive certain rights to participate in class actions, as detailed in the Dispute Resolution for US and Canadian Residents section of these Terms.
If you live outside of the United States or Canada, by agreeing to these Terms, you agree to resolve disputes with Gali Health in accordance with the Dispute Resolution for non-US and non-Canadian Residents section of these Terms.
Limitation of Services; No Medical Advice.
Gali Health’s Services are designed to attempt to provide its users with curated information related to health topics for each individual user based on the user’s specific interests and characteristics meant solely to help educate each user. The Services are not meant to provide specific medical advice, recommendations or care in any manner. In fact, Gali Health and its employees and agents are not practicing medicine of any kind. Rather, the Services are solely limited to providing users content about healthcare related topics. As such, all content, including auto-response messages, images, videos, information and other material of any kind made available through the Services, whether by Gali Health, other users of the Services, or any other third-parties (collectively, the “Service Content”) are for informational purposes only. The views and opinions of authors of curated information do not necessarily state or reflect those of Gali Health or its affiliates. Service Content is not intended to be a substitute for professional medical advice, treatment, or diagnosis. If you think you may have a medical emergency of any kind, call your doctor or dial 911 immediately. Do not rely on the information obtained through use of the Services as a substitute of any kind from medical advice provided by your physician or other qualified health provider. In fact, always seek the advice of your doctor or other qualified health care provider concerning your medical condition(s). If you choose to rely on information provided to you via use of the Services, you do so solely at your own risk.
a. In order to access and use most of the Services available to the public, you will need to register and create an account (“Account”) and, via registration, you will be required to identify yourself by providing information required through the registration process, including providing a valid email address and/or phone number capable of receiving SMS text messages, and you will be required to select a password. You Agree to provide accurate, current and complete information about the Account. Gali Health reserves the right to suspend or terminate your Account, if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading.
b. You have complete responsibility for your Account and everything that happens on your Account, including for any harm or damage caused by someone using your Account without your permission. You are solely responsible for maintaining the confidentiality of your password and you agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third-party, or otherwise may have been compromised.
c. Your Account is personal to you and may not be transferred or assigned to any other person or entity. In the event of your death, your Account will be closed and terminated.
d. If you get locked out of your account for any reason, we may request information from you, as we deem necessary, to confirm that you are indeed the owner of your Account prior to unlocking your Account or allowing you to reset your password.
e. Note, use of the Services are meant for individuals that are at least 18 years of age. As such, if you are under 18 years of age, you may not set up an Account. If we discover that you have created an Account and you are younger than the required age for consent to use online services (e.g., 13 years of age in the United States), we will terminate your Account.
Your Rights to Use the Services
a. Subject to your compliance with these Terms, so long as you have a valid Account, Gali Health grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services (subject to you having a valid Account), solely for your personal and non-commercial use. Moreover, if you choose to use a Mobile App, Gali Health grants you a limited, non-exclusive, non-transferable, revocable license to download the Mobile App on your mobile device solely to enable you to access the Services in accordance with these Terms so long as you have a valid Account. Your rights to use and access the Services and/or any Mobile App will be limited to those expressly granted in this Section 3. Gali Health and its licensors reserve all rights and licenses in and to the Services and all Mobile Apps not expressly granted to you under these Terms. Gali Health may change or update the Services or certain features thereof from time to time, without prior notice to you.
b. We are a vibrant company with a lot of ideas. Therefore, we need to reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Gali Health shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).
c. All Service Content is protected by the copyright laws in the United States and in foreign countries. While you are permitted to use and access Service Content through your use of the Services, all other copying, use, and distribution of any Service Content is expressly prohibited.
d. No Service Content or other information of any sort accessed or made available through use or access to the Services may be used, copied, or transmitted in any manner for non-personal or commercial purposes.
Prohibitions and Use Policies
a. You acknowledge that the Services contains trade secrets of Gali Health and its licensors, and, in order to protect such trade secrets and other interests that Gali Health and its licensors may have in the Services, you may not, and you Agree not to, reverse engineer, decompile or disassemble any software code or system that allows access to the Services. In addition, you may not, and you agree not to: (i) sell or sublicense the Services; (ii) modify the Services; (iii) distribute or copy the Services, or any content available through the Services (inclusive of Service Content) in whole or in part; (iv) use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms; (v) access or use any areas of the Services for which Gali Health has not granted you authorization, or tamper or interfere with Gali Health’s computer systems or the technical delivery systems of Gali Health’s providers; or (vi) encourage, authorize, or enable anyone to do any of the foregoing.
b. You may not access our Services if you are from a territory where U.S. businesses are prohibited from engaging in business (such as Cuba, Iran, North Korea, Sudan, or Syria) or if you have been designated a Specially Designated National, Denied Person, or Denied Entity by the U.S. government.
c. You acknowledge and agree that Gali Health is not required to monitor or police communications or data transmitted through the Services and that Gali Health shall not be responsible for the content of any such communications or transmissions. You shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others.
d. You agree that while Gali Health has no obligation to monitor your use of the Service, Gali Health may edit, delete or remove any data you submit or display though use of the Service for any reason or no reason and Gali Health may, in its sole discretion, prohibit the display of data you wish to submit.
e. You agree not to harvest or collect email addresses or other personally identifiable information from other users of our Services for sending unsolicited communications of any kind. You further agree not use automated scripts to collect information available through use or access to the Services. In addition, you agree not to use or access the Services in any manner to:
– harass or advocate harassment of any person;
– exploit or attempt to exploit people in any sexual, violent or otherwise inappropriate manner;
– solicit personal information from anyone under 18;
– promote information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous or otherwise objectionable;
– upload, post, email, transmit or otherwise make available any content that we deem to be harmful, threatening, abusive, harassing, vulgar, obscene, pornographic, hateful, or racially, ethnically or otherwise objectionable;
– impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;
– transmit “junk mail,” “chain letters,” or unsolicited instant messaging, or “spamming” in any fashion;
– solicit passwords or personal identifying information for commercial or unlawful purposes from users of the Services;
– promote pyramid or ponzi schemes;
– promote the products or services of another and/or post affiliate links or other promotional materials through use of the Services;
– upload, post, email, transmit or otherwise make available any material that contains software viruses, trojan horses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
– use or attempt to use another’s Account or create a false identity of any kind; or
– commit or cause the commitment of any “click-fraud” or other act, such as using spiders, robots, web scrapers, screen scrapers, internet macros, or other automated software programs that intentionally misrepresents advertising, page-views, or voting metrics on the Websites or otherwise.
Your Content; Ownership and License Granted
a. Gali Health may enable you to post, upload, store, share, send, or display images, video, data, text, through use of the Services (generally, “Your Content”). Your Content may consist of Your Personal and Health Information and Your Public Content. For purposes of these terms, “Your Personal and Health Information” includes all information meeting the definition of PII pursuant to our Privacy and Security Policy, including all information about your health history you upload, store, share or send to us such as medical diagnoses received by your health care professionals, data from wearable devices (e.g., “Fitbits”, “Apple Watches”, etc.), medications prescribed to you for your personal use, and genetic information, which, in each case, identifies you, personally. “Your Public Content” is all information you post, upload, store, share, send, or display via use of the Services that (i) you make available in public areas of the Services, (ii) is anonymized in a reasonable manner by us, or (iii) otherwise does not meet the definition of Your Personal and Health Information.
b. All of Your Content remains yours and Gali Health does not claim any ownership rights in any of Your Content. Nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit Your Content. You represent and warrant that you or your licensors own all right, title and interest in and to Your Content and that you have all rights in Your Content necessary and sufficient to transmit to, upload to, transfer to, process on, store in, or cause to interface with, your Account or the Services, and to grant the rights contemplated by these Terms to us. You are solely responsible for all of Your Content, including but not limited to the development, transmission, operation, maintenance, storage, claims, and use of Your Content.
c. By using our Services, you hereby grant Gali Health a limited, non-exclusive, royalty-free, perpetual (except as stated in sub-part (d) below) license to access, collect, use, re-use, share, store, monitor, copy, process, analyze, transmit, edit, summarize, and display Your Content (i) in order to provide the Services (as presently contemplated and as modified in the future) to you specifically and to all users generally (ii) solely in an anonymized manner (except in the case of Your Public Content which need not be anonymized), to assist us in (1) improving our Services or (2) developing new products or services, (iii) to monitor compliance with these Terms by you, or (iv) for any other legitimate business purpose (the “Rights Granted”). Notwithstanding the foregoing, you agree that Your Public Content may be used by Gali Health and any other users of the Services in any manner (e.g., a user of the Service may freely share any of Your Public Content with others either via the Service or otherwise). You acknowledge that all of Your Public Content is public and not private communications, and therefore that Your Public Content may be read by others without your knowledge.
d. Notwithstanding anything contained in sub-part (b) above, Your Personal and Health Information is generally made available by us to only you through your Account in non-public areas of our platform and, moreover, all of Your Content meeting the definition of Your Personal and Health Information shall be governed by our Privacy and Security Policy and upon termination of your Account, the Rights Granted with respect solely to Your Personal and Health Information shall terminate.
Gali Health and its licensors reserve sole and exclusive ownership of the Services, the Websites, the Mobile Apps, and all copyrights, patents, trademarks, and other intellectual property rights therein other than Your Content or content that would meet the definition of Your Content of other users of the Services (the “Gali Health Materials”). You may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on or through use of the Services. If you provide Gali Health with any suggestions, comments, or other feedback regarding the Services (“Feedback”), you acknowledge that such Feedback will become the exclusive property of Gali Health, and Gali Health may use (or not use) any such Feedback in any manner and for any purpose, without compensation to you and without implying or creating any interest on your part in any of Gali Health’s products or services that may be based on such Feedback. You hereby irrevocably assigns and agrees to assign to Gali Health all right, title, and interest in any Feedback you provide.
Account Termination and Suspension
a. You may terminate and deactivate your Account at any time by following the protocols required under the Services or otherwise contacting us at email@example.com and following our manual deactivation protocols. You will remain responsible for any fees that may be owed to us under your applicable service plan.
b. Gali Health may suspend your Account and your use of the Services as Gali Health deems appropriate to prevent, investigate, or otherwise address any suspected misuse of the Services. Additionally, we may also completely deactivate, terminate, and delete your Account and your rights to use or access the Services at any time for any reason, or no reason, with or without notice.
c. Upon termination of your Account by you or by us, all Gali Points in your account shall be forfeited automatically and without further action by you to Gali Health. Gali Health shall have no obligation to maintain Your Content or provide Your Content to you. If your Account is terminated, the Rights Granted shall continue except with respect to Your Personal and Health Information.
d. All provisions of these Terms that, by their nature, should survive termination of your Account, shall survive.
Gali Points and Third Party Interactions
a. As a user of our Services, you may be provided point awards by us in circumstances and amounts determined from time to time by us (each a “Gali Point”). Gali Points have no cash value of any kind. Rather, they are intended to be used to provide you with discounts on goods or services of third parties made available through your use of the Services. Gali Points are akin to an airline mileage program or credit card point program. Gali Points within your account can be solely redeemed for discounts on goods and services of others . Gali Points are not “virtual currency”, “crypto-currency”, or any other type of currency or instrument. Depending on your jurisdiction, you may be taxed on your receipt of Gali Points or discounts on goods or services related to the redemption of such Gali Points depending on the tax laws of federal, state, and local jurisdictions. You will be solely responsible for any and all tax liability arising out of the consideration received in connection with any of the foregoing.
b. You are solely responsible for your interaction with other users of the Services and/or the providers of any goods or services you obtain in exchange for your Gali Points (each a “Third Party Vendor”). While we reserve the right to monitor disputes between you and other users or Third Party Vendors, we have no obligation to do so. You agree not to hold us responsible for the actions or inactions of any such Third Party Vendors or users. You acknowledge that Gali Health is solely a facilitator and promoter of information provided to you by its users and Third Party Providers. We are not involved in the actual development of the content submitted by users or other third parties(collectively “Other User Content”) and have detrimentally relied on the representations made by you, other users, and other third parties in order to provide the Services to the public. We have no control over and do not guarantee (a) the truth or accuracy of any Other User Content, (b) the quality of the goods or services provided by any Third Party Provider, or (c) the manner in which any Third Party Provider completes a transaction with you at all or to your satisfaction. The most we can do is reinstate any Gali Points debited from your account related to the purchase of a good or service from a Third Party Provider. We reserve the right to do so in our sole discretion. If you believe you should have Gali Points reinstated with respect to a transaction with a Third Party Provider, believe any Other User Content should be removed from our Website or any of our Mobile Apps, or are otherwise being harassed in any manner, contact us immediately at firstname.lastname@example.org.
c. If you have a dispute with one or more users of the Services or any third party, including any Third Party Provider, you release Gali Health (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Privacy and Security Policy
Gali Health’s Privacy and Security Policy is incorporated herein for all purposes and each Party agrees to the provisions contained therein. If any portion of these Terms conflicts with any portion of the Privacy and Security Policy, the Privacy and Security Policy shall govern for all purposes.
Incorporation of YouTube Terms of Service
Our Services display YouTube content. By accessing our Services, you agree to be bound by the YouTube Terms of Service, which terms are available at https://www.youtube.com/t/terms
Copyright and Intellectual Property Policy
a. Gali Health respects the intellectual property rights of others. If you believe your work has been copied or used in a way that constitutes copyright infringement, are aware of any infringing material on the Website or any Mobile App, or believe any material on the Website or any Mobile App infringes any other intellectual property right (including, without limitation, trademark rights and rights to publicity and privacy), please contact Gali Health’s designated copyright agent at the address listed below and provide the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) (a “DMCA Notice”):
(1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(2) Identification of the copyrighted work(s) that you claim to have been infringed;
(3) a description of where the material that you claim is infringing is located on the Website or the applicable Mobile App;
(4) your address, telephone number, and email address;
(5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The designated copyright agent for Gali Health is:
Gali Health, Inc.
Attn: DMCA Compliance Officer
77 Geary Street, Suite #670
San Francisco, CA 94108
Telephone: (415) 579-1670
If you submit a DMCA Notice hereunder, you shall be deemed a “Complaining Party” for purposes of this Agreement. Please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed. Moreover, this procedure is exclusively for notifying Gali Health that your intellectual property rights have been infringed.
b. Upon receipt of a written DMCA Notice containing the information as outlined above, Gali Health shall:
(1) Remove or disable access to the material that is alleged to be infringing;
(2) Forward the written DMCA Notice to such alleged infringer (“Alleged Infringer”);
(3) Take reasonable steps to promptly notify the Alleged Infringer that it has removed or disabled access to the material.
c. Pursuant to 17 U.S.C. § 512 et. al, an Alleged Infringer may provide Gali Health’s designated copyright agent with a counter notice objecting to the Complaining Party’s allegations and Gali Health’s removal of the alleged infringing material (a “Counter DMCA Notice”). To be effective, a Counter DMCA Notice must be a written communication provided to Gali Health’s designated copyright agent that includes substantially the following:
(1) A physical or electronic signature of the Alleged Infringer;
(2) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(3) A statement under penalty of perjury that the Alleged Infringer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(4) The Alleged Infringer’s name, address, and telephone number, and a statement that the Alleged Infringer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Alleged Infringer’s address is outside of the United States, for any judicial district in which the Gali Health may be found, and that the Alleged Infringer will accept service of process from the person who provided the DMCA Notice or an agent of such person.
d. Upon receipt of a Counter DMCA Notice containing the information as outlined in 1 through 4 above, Gali Health shall:
(1) Promptly provide the Complaining Party with a copy of the Counter DMCA Notice;
(2) Inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days;
(3) Replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter DMCA Notice, provided Gali Health’s Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Alleged Infringer from engaging in infringing activity relating to the material on Gali Health’s network or system.
TO THE EXTENT PERMITTED BY LAW, THE SERVICES, THE WEBSITES, THE MOBILE APPS, AND ALL CONTENT RELATED THERETO ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND GALI HEALTH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. SPECIFICALLY AND WITHOUT LIMITING THE FOREGOING IN ANY WAY, GALI HEALTH SPECIFICALLY DISCLAIMS ANY WARRANTY: (i) THAT ANY SERVICE OR PRODUCT OFFERED BY GALI HEALTH WILL MEET ANY PARTICULAR REQUIREMENTS; (ii) THAT SERVICES OR PRODUCTS OFFERED BY GALI HEALTH WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DEFECTS IN ANY PRODUCT WILL BE CORRECTED; OR (iii) RELATING TO THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH YOUR USE OF THE GALI HEALTH SERVICE OR ITS WEBSITES OR MOBILE APPS OR ANY COMMUNICATIONS, DATA, INFORMATION, OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF ANY OF THE FOREGOING. THE PARTIES AGREE, AND IT IS THEIR INTENTION, THAT IN NO EVENT SHALL ANY WARRANTY PROVIDED BY LAW APPLY UNLESS REQUIRED TO APPLY BY APPLICABLE STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. TO THE EXTENT THAT GALI HEALTH CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT GALI HEALTH CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
You will indemnify, defend and hold harmless Gali Health and its officers, directors, employee and agents, from and against any third-party claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and professional fees, arising out of or in any way connected with (i) any violation of these Terms by you, or (iii) allegations that Your Content violates the rights in any manner of another person or entity, provided that Gali Health: (a) promptly notifies you in writing of the claim; (b) grants you sole control of the defense and settlement of the claim; and (c) provides you, at your expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.
Limitation of Liability
a. Consequential Damages.
IN NO EVENT SHALL GALI HEALTH BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR COSTS OF PROCUREMENT, COVER, OR SUBSTITUTION GOODS OR SERVICES; LOSS OF USE, DATA, EQUIPMENT, PRODUCTS, BUSINESS OPPORTUNITIES, OR PROFITS; INTERRUPTION OF BUSINESS; TRANSACTIONS ENTERED INTO OR NOT ENTERED INTO; OR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, REPUTATIONAL, OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF GALI HEALTH HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF – OR COULD HAVE FORESEEN — SUCH COSTS, LOSSES, OR DAMAGES.
b. Direct Damages Cap.
EXCEPT AS SET FORTH BELOW, GALI HEALTH’S TOTAL AGGREGATE LIABILITY TO CLIENT SHALL NOT EXCEED, IN ANY EVENT, THE GREATER OF (I) $100.00 OR (II) THE FEES PAYABLE BY CLIENT TO GALI HEALTH HEREUNDER DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE DATE OF THE EVENT(S) GIVING RISE TO THE LIABILITY.
c. Scope and Exceptions.
THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION ENTITLED (LIMITATION OF LIABILITY):
I. SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW;
II. SHALL NOT DISCLAIM, LIMIT, OR CAP CLIENT’S OBLIGATIONS TO GALI HEALTH;
III. REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES; AND IV. SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT AND SHALL APPLY IN ANY AND ALL CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION IN THE EVENT OF ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY PROVIDED HEREIN.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
Dispute Resolution for US and Canadian Residents
If there is a dispute, our user support team is happy to try to resolve the issue. If that does not work and you live in the United States or Canada, your options are to go to small claims court or bring a claim in binding arbitration; you may not bring that claim in another court or participate in a non-individual class action claim against Gali Health. This Dispute Resolution section applies only if you live in the United States or Canada. If you live outside the United States of Canada, Dispute Resolution for non-US and non-Canadian Residents of these Terms shall apply to you.
a. Small Claims.
Either of us can bring a claim in small claims court in (a) San Francisco, California, (b) the county where you live, or (c) another place we both agree on, as long as it qualifies to be brought in that court.
If any dispute cannot be resolved amicably and informally and a small claims action is not initiated, Gali Health and you agree to resolve any claims related to these Terms (or our other legal terms) through final and binding arbitration, regardless of the type of claim or legal theory. If one of us brings a claim in court that should be arbitrated and the other party refuses to arbitrate it, the other party can ask a court to force us both to go to arbitration (compel arbitration). Either of us can also ask a court to halt a court proceeding while an arbitration proceeding is ongoing. With respect to any arbitration proceeding the following process shall be followed:
I. Any disputes involving a claim or claims of ten thousand dollars ($10,000) or less, in the aggregate must be resolved through binding, non-appearance-based arbitration (i.e., arbitration conducted online, through written filings, and/or via teleconference) (each a “Sub 10K Arbitration”).
II. Any Sub 10K Arbitration shall be conducted through the American Arbitration Association (the “AAA”) in accordance with its Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes.
III. The following rules will apply to any Sub 10K Arbitration: (a) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (b) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise); and (c) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction.
IV. Disputes that involve a claim (or claims) of more than ten thousand dollars ($10,000) in the aggregate must be resolved per the AAA’s rules about whether the arbitration hearing has to be in-person.
V. Any judgment rendered by the arbitrator in any arbitration proceeding may be entered in any court having jurisdiction and the arbitrator’s decision shall be final and legally binding.
c. No Class Actions.
Gali Health and you each agree that each of us can only bring claims against the other on an individual basis. This means: (a) neither of us can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action; (b) an arbitrator can’t combine multiple people’s claims into a single case (or preside over any consolidated, class, or representative action); and (c) an arbitrator’s decision or award in one person’s case can only impact that user, not other users, and can’t be used to decide other users’ disputes. If a court decides that this “No class actions” clause isn’t enforceable or valid, then this entire Dispute Resolution for US and Canadian Residents section will be null and void, but the rest of the Terms will still apply and the Dispute Resolution for non-US and non-Canadian Residents of these Terms shall apply instead to you with respect to dispute resolution as if you were not a resident of the United States or Canada.
d. Changes to this Section.
Notwithstanding the Right to Modify Terms section of these Terms, if Gali Health changes this Dispute Resolution for US and Canadian Residents section after the date you last indicated acceptance to these Terms, you may reject any such change by providing Gali Health written notice of such rejection by mail or hand delivery to: Gali Health, Inc. Attn: Legal, [address], or by email from the email address associated with your Account to: email@example.com, within 30 days of the date such change became effective, as indicated by the “last updated on” language above. To be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Dispute Resolution for US and Canadian Residents section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Gali Health in accordance with the provisions of this Dispute Resolution for US and Canadian Residents section as of the date you last indicated acceptance to these Terms.
Dispute Resolution for non-US and non-Canadian Residents
If there is a dispute, our user support team is happy to try to resolve the issue. If that does not work and you live outside of the United States or Canada, you and Gali Health that the federal and state courts within the County of San Francisco in the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts.
Right to Modify Terms
Gali Health reserves the right, in its sole discretion, to change, modify, add, or delete portions of these Terms at any time to clarify our practices, reflect new or different practices, comport with changes in applicable law(s) or for any other reason. If we make changes to these Terms, we will notify you using prominent means such as by email notice sent to the email address specified in your Account, posting a notice through our Services, and/or requiring you to agree to any such changes upon your attempt to continue to use the Services. Any modifications will become effective on the day they are posted unless stated otherwise. Your continued use or access of the Services in any manner after any such changes occur shall constitute your acceptance of the new terms. Any revised Terms shall supersede all previous Terms. Should you have any questions regarding the specific provisions of these Terms (as amended), please direct them to firstname.lastname@example.org.
a. Governing Law.
These Terms are governed by the laws of the State of California, without reference to its choice or conflict of law principles.
Neither Gali Health nor you may assign these Terms without the other party’s prior written consent and any attempt to do so will be void, except that Gali Health may assign these Terms, without your consent, to a successor or acquirer, as the case may be, in connection with acquisition of Gali Health by operation of law or via the sale of all or substantially all of Gali Health’s assets or all or substantially all of the assets that allow for provision of the Services. Subject to the foregoing, these Terms will bind and benefit the parties and their respective successors and assigns.
c. No Election of Remedies.
Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will not be deemed an election of remedies and will be without prejudice to its other remedies under these Terms or available at law or in equity or otherwise.
If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
e. Legal Actions and Notices.
No action, regardless of form, arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action has accrued. Any notice or other communication to be given hereunder will be in writing and given by registered or certified mail return receipt requested, or email (by us to the email associated with your Account or by you to email@example.com).
You and Gali Health agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.
The failure by either you or Gali Health to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of each applicable party.
h. Entire Agreement.
This Agreement, inclusive of the Privacy and Security Policy which has been incorporated herein, constitutes the complete and exclusive agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter.
i. No Liability for Failure to Provide Services.
It may happen that our platform is down, either for planned maintenance or because something goes down with our Websites or Mobile Apps. You accept that you will not have any recourse against us in such situations. Moreover, we are not responsible for delay or failure of our performance of any of the Services caused by events beyond our reasonable control, like an act of war, hostility, or sabotage; natural disaster; electrical, internet, or telecommunication outage; or government restrictions.