Terms of Service

1. Definitions

• “Health 123″ means Health 123, Inc., whose principal place of business is at 945.5 12th Avenue East, Seattle, WA 98102.
• “R&D” means research and development activities performed by Health 123 on user data. These activities may include, among other things, improving our Services and/or offering new products or services to you; performing quality control activities; conducting data analysis that may lead to and/or include commercialization with a third party.
• “Service” or “Services” means Health 123’s products, software, services, and website (including but not limited to text, graphics, images, and other material and information) as accessed from time to time by the user, regardless if the use is in connection with an account or not.
• “Personal Information” is information that can be used to identify you, either alone or in combination with other information. Health 123 collects and stores the following types of Personal Information:
“Registration Information” is the information you provide about yourself when registering for and/or purchasing our Services (e.g. name, email, address, user ID and password, and payment information).
“Test Results” consists of the results generated from the direct to consumer laboratory test kits you order from Health123 and which are processed by Health 123’s third party laboratory
“Self-Reported Information” is all information about yourself, including your disease conditions, other health-related information, personal traits, ethnicity, family history, and other information that you enter into surveys, forms, or features while signed in to your Health 123 account.
“User Content” is all information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials – other than Test Results Information and Self-Reported Information-generated by users of Health 123 Services and transmitted, whether publicly or privately, to or through Health 123.
“Web Behavior Information” is information on how you use the Health 123 website (e.g. browser type, domains, page views) collected through log files, cookies, and web beacon technology.
• “Test Results and Self-Reported Information” is Test Results and Self-Reported Information that has been stripped of Registration Information and combined with data from a number of other users sufficient to minimize the possibility of exposing individual-level information.
2. Acceptance of Terms

Your use of Health 123′s Services (excluding any services provided by Health 123 under a separate agreement) is subject to the terms of the legal agreement between you and Health 123 set forth in these Terms of Service (“TOS”). Except as specified herein, these TOS apply to any use of the Services, including but not limited to a) submitting a direct to consumer laboratory kit for testing, b) uploading your Test Results and interacting with it on the Health 123 website, and/or c) entering Self Reported information into your Health 123 account. In order to use the Services, you must first agree to the TOS. You may not use the Services if you do not accept the TOS. You can accept the TOS by (1) clicking to accept or agree to the TOS, where this option is made available to you by Health 123 for any Service; or by (2) actually using the Services. In this case, you acknowledge and agree that Health 123 will treat your use of the Services as acceptance of the TOS from that point onwards. In addition, when using particular Health 123 Services, you shall be subject to any guidelines or rules applicable to such services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. Health 123 also may offer other services from time to time that are governed by different terms of service.

3. Prerequisites

a. You may not use the Services and may not accept the TOS if (1) you are not of legal age to form a binding contract with Health 123, or (2) you are a person barred from receiving the Services under the laws of the jurisdiction in which you are resident or from which you use the Services.
b. In addition to the conditions above, if you order a laboratory test kit from Health 123 and/or enter Self Reported Data you must be eighteen (18) years of age or older to agree to these TOS.
c. If your use of the Services includes creating a Health 123 account, without ordering a laboratory test kit or enter Self Reported Information, you must be thirteen (13) years of age or older to use the Services and accept the TOS.
4. Description of the Services

The Services include access to the Health 123 website and direct to consumer laboratory testing, including the collection and analysis of your laboratory sample. Unless explicitly stated otherwise, each new feature that augments or enhances the current Service shall be subject to the TOS. You acknowledge and agree that the Services are provided “AS-IS” and are based on the current state of the art of laboratory medicine and technology in use by Health 123 at the time of the purchase or viewing. As research progresses and scientific knowledge and technology evolve, Health 123 is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Health 123 provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Health 123 may stop (permanently or temporarily) providing some Services (or any features within the Services) to you or to users generally at Health 123′s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Health 123 when you stop using the Services unless you are requesting closure of your account. Health 123 assumes no responsibility for the use of Services outside the terms of this TOS or other applicable terms.

5. Risks and Considerations Regarding Health 123 Services

The laboratory results you receive may not be accurate.  Even for processing that meets our high standards, a small, percentage of the data generated during the laboratory process may be incorrect (referred to as “Errors”). As a result, Health 123 cannot guarantee the accuracy of the laboratory results you may receive.  Further, because there is the possibility of laboratory error, you should not rely solely on your Test Results when making decisions about your health.

You should not change your health behaviors solely on the basis of information from Health 123. Make sure to discuss your Test Results with a physician or other health care provider before you act upon the Test Results resulting from Health 123 Services. If you have concerns or questions about what you learn through Health 123, you should contact your physician or other health care provider.

Health 123 Services are for research, informational, and educational use only.  We do not provide medical advice. The Test Results and information provided by Health 123 are for research, informational, and educational use only.  The Services are not intended to be used by the customer for any diagnostic purpose and are not a substitute for professional medical advice. You should always seek the advice of your physician or other health care provider with any questions you may have regarding diagnosis, cure, treatment, mitigation, or prevention of any disease or other medical condition or impairment or the status of your health.

The contents of the Health 123 web site, such as text, graphics, images, information obtained from Health 123’s licensors, and other material contained on the Health 123 web site (“Content”) are for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Health 123 web site.

If you think you may have a medical emergency, call your doctor or 911 immediately. Health 123 does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Health 123 web site.  Reliance on any information provided by Health 123, Health 123 employees, contractors or others appearing on the Health 123 web site at the invitation of Health 123, or other visitors to the Health 123 web site is solely at your own risk.

6. User Representations

By accessing Health 123 Services, you agree to, acknowledge, and represent as follows:

a. You understand that information you learn from Health 123 is not designed to diagnose, prevent, or treat any condition or disease or to ascertain the state of your health and that you understand that the Health 123 services are intended for informational, and educational purposes only. You acknowledge that Health 123 urges you to seek the advice of your physician or other health care provider if you have questions or concerns arising from your Test Results or other information you receive from Health 123.
b. You give permission to Health 123, its contractors, successors and assignees to perform testing on any laboratory samples your provide and you specifically request Health 123 to disclose the results of analyses performed on your laboratory sample to you and to others you specifically authorize.
c. You represent that you are eighteen (18) years of age or older if you are providing a laboratory sample or accessing your Test Results.
d. You agree that any laboratory sample you provide and all resulting data may be transferred and/or processed outside the country in which you reside.
e. You are warranting that you are not an insurance company or an employer attempting to obtain information about an insured person or an employee.
f. You understand that all your Personal Information will be stored in Health 123 databases and will be processed in accordance with the Health 123 Privacy Statement.
g. Waiver of Property Rights: You understand that by providing any laboratory sample, having your Test Results processed, accessing your Test Results, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by Health 123 or its collaborating partners. You specifically understand that you will not receive compensation for any research Test Results or Self-Reported Information.
You agree that you have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations. In case of breach of any one of these representations Health 123 has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will defend and indemnify Health 123 and its affiliates against any liability, costs, or damages arising out of the breach of the representation.

7. Account Creation, Customer Account, Password, and Security Obligations

In consideration of your use of the Services, you agree to: (a) provide true, accurate, current, and complete Registration Information about yourself as prompted by the Service; and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any Registration Information that is untrue, inaccurate, not current, or incomplete, or if Health 123 has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, Health 123 has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

When you register for an account with Health 123, you will create a password and account designation. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. If you allow third parties to access Health 123′s website through your username and password, you will defend and indemnify Health 123 and its affiliates against any liability, costs, or damages, including attorney fees, arising out of claims or suits by such third parties based upon or relating to such access and use. You agree to (a) immediately notify Health 123 of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Health 123 cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

8. Health 123 Privacy Statement and Disclosure of Information

In order to use the Services, you must first acknowledge and agree to the Privacy Statement. You may not use the Services if you do not accept the Privacy Statement. You can acknowledge and agree to the Privacy Statement by (1) clicking to accept or agree to the Privacy Statement, where this option is made available to you by Health 123 for any Service; or by (2) actually using the Services.

You acknowledge and agree that Health 123 has the right to monitor any use of its systems by its personnel at any time and maintain copies documenting such monitoring. Our Privacy Statement sets forth the only expectations of privacy any individual should have in terms of usage of the Health 123 Services, website, or other systems.  Health 123 may also include your information in Aggregated Test Results and Self-Reported Information disclosed to third-party non-profit and/or commercial research partners. Health 123 will never release your individual-level Test Results and/or Self-Reported Information to any third party without asking for and receiving your explicit consent to do so, unless required by law.  Further, you acknowledge and agree that Health 123 is free to preserve and disclose any and all Personal Information to law enforcement agencies or others if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process (such as a judicial proceeding, court order, or government inquiry) or obligations that Health 123 may owe pursuant to ethical and other professional rules, laws, and regulations; (b) enforce the Health 123 TOS; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Health 123, its employees, its users, its clients, and the public. In such event we will notify you through the contact information you have provided to us in advance, unless doing so would violate the law or a court order. You understand that the technical processing and transmission of the Services, including your Personal Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, or devices. Finally, Health 123 may, in its sole discretion, restrict access to the website for any reason.

Please refer to our Privacy Statement to read about data protection related to your information. See our complete Privacy Statement here.

9. Limited License

You acknowledge that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such User Content originated. This means that you, and not Health 123, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Service.

You acknowledge that the Services content presented to you as part of the Services, whether original Health 123 Services content or sponsored content within the Services, is protected by copyright and/or other intellectual property rights that are owned by Health 123 and/or the sponsors who provide that content to Health 123 (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Services content (either in whole or in part) unless you have been specifically told that you may do so by Health 123 or by the owners of that content, in a separate written agreement.

10. Customer Conduct – Unlawful and Prohibited Use

As a condition of your use of the Services, you warrant to Health 123 that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, or notices. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. Furthermore you agree not to use the Services to: (1) upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status; (2) impersonate any person or entity, including, but not limited to, anyone affiliated with Health 123, or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (4) “stalk” or otherwise harass another; (5) upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (6) download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner; (7) upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of Health 123 or any other party; (8) harm minors in any way; (9) advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (10) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent such content is authorized by law; (11) upload, post, email, or otherwise transmit any material that contains software viruses 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; (12) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (13) violate these Terms of Service, any code of conduct or other guidelines which may be applicable for any particular area of the Service or have been communicated to you by anyone affiliated with Health 123; or (14) intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law.

You acknowledge and agree that you are solely responsible for (and that Health 123 has no responsibility to you or to any third party for) any breach of your obligations under the TOS and for the consequences (including any loss or damage which Health 123 may suffer) of any such breach. In case of breach of any one of these agreements Health 123 has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will defend and indemnify Health 123 and its affiliates against any liability, costs, or damages arising out of the breach of the representation.

If you violate the terms of this Section and/or Health 123 has a reasonable ground to suspect that you have violated the terms of this Section, Health 123 has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

11. Export Control and Applicable Laws and Regulations

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree 1) that providing your laboratory sample is not subject to any export ban or restriction in the country in which you reside, 2) that your sample and data may be transferred and/or processed outside the country in which you reside, and 3) that you will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which you access Health 123′s Services online.

12. Material Posted Through the Service

Health 123 will not, at all times, control any of the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such non-Health 123 content. You understand that by using the Services, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will Health 123 be liable in any way for any non-Health 123 content, including, but not limited to, any errors or omissions in any such content, or for any loss or damage of any kind incurred as a result of the use of any such content posted, emailed, or otherwise transmitted via the Services.

You acknowledge that Health 123 and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, review, filter, modify, refuse, or move any content that is available via the Services. Without limiting the foregoing, Health 123 and its designees shall have the right to remove any content that violates the TOS or is deemed by Health 123, in its sole discretion, to be otherwise objectionable. You acknowledge and agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

13. Material Provided to Health 123 – Your Proprietary Rights

User Content. Health 123 does not claim ownership of the User Content you provide to Health 123 (including feedback and suggestions) or post, upload, input, or submit to the Service. Unless otherwise specified, you retain copyright and any other rights you already hold over User Content that you create and submit, post, or display on or through the Services. However, by submitting, posting, or displaying User Content, you give Health 123, its affiliated companies, sublicensees (including but not limited to sublicensees who avail themselves of the Limited License granted in Section 9 above) and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that you submit, post, or display on or through the Services. You acknowledge and agree that this license includes a right for Health 123 to make such User Content available to other companies, organizations, or individuals with whom Health 123 has relationships, and to use such User Content in connection with the provision of those services.

You understand that Health 123, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your User Content over various public networks and in various media; and (b) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. You acknowledge and agree that this license shall permit Health 123 to take these actions. You represent and warrant to Health 123 that you have all the rights, power, and authority necessary to grant the above license.

Test Results and/or Self-Reported Information. Disclosure of individual-level Test Results and/or Self-Reported Information to third parties will not occur without explicit consent, unless required by law. Note that Health 123 cannot control any further distribution of Test Results and/or Self-Reported Information that you share publicly on the Health 123 website. You acknowledge and agree that you are responsible for protecting and enforcing those rights and that Health 123 has no obligation to do so on your behalf.

Any Test Results derived from your laboratory samples remains your information, subject to rights we retain as set forth in these TOS. You understand that you should not expect any financial benefit from Health 123 as a result of having your Test Results processed; made available to you; or, as provided in our Privacy Statement and Terms of Service, shared with or included in Aggregated Test Results and Self-Reported Information shared with research partners, including commercial partners.

Waiver of Property Rights. As stated above, you understand that by providing any laboratory sample, having your Test Results processed, accessing your Test Results, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by Health 123 or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your Test Results or Self-Reported Information.

14. Indemnity

You agree to defend and hold Health 123, and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns harmless from any claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of User Content you submit, post to, or transmit through the Service; your use of the Service; your connection to the Service; your violation of the TOS; or your violation of any rights of another.

If you have submitted a laboratory sample for analysis and testing or otherwise provided Self-Reported Information, you will defend and hold harmless Health 123, its employees, contractors, successors, and assigns from any liability arising out of the use or disclosure of any information obtained from analyzing or testing your Test Results and/or your Self-Reported Information and which is disclosed to you consistent with our Privacy Statement or results from any third-party add-ons to tools we provide. In addition, if you choose to provide your Test Results and/or Self-Reported Information to third parties – whether individuals to whom you facilitate access, intentionally or inadvertently, or to third parties for diagnostic or other purposes – you agree to defend and hold harmless Health 123, its employees, contractors, successors, and assigns from any and all liability arising from such disclosure or use of your Test Results and/or Self-Reported Information.

15. No Resale of Service

Other than pursuant to the terms of the Limited License in Section 9 of this TOS or unless otherwise agreed in a separate agreement between you and Health 123, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purposes, all or any portion of the Service, use of the Service, or access to the Service.

16. General Practices Regarding Use and Storage

You acknowledge that Health 123 may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Personal Information and Services content will be retained by the Service, the maximum disk space that will be allotted on Health 123′s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You acknowledge and agree that Health 123 has no responsibility or liability for the deletion of or failure to store any messages, other communications, or other content maintained or transmitted by the Services; or for the loss of Test Results or Self-Reported Information due to malfunction or destruction of data servers or other catastrophic events. You further acknowledge that Health 123 reserves the right to change these general practices and limits in its sole discretion.

17. Modifications to Service

Health 123 reserves 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 acknowledge and agree that Health 123 shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

The Software that you use may from time to time automatically download and install updates from Health 123. These updates are designed to improve, enhance, and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit Health 123 to deliver these to you) as part of your use of the Services.

You acknowledge that Health 123 may offer different or additional direct to consumer testing in the future and that your initial purchase of a laboratory test kit does not entitle you to any different or additional testing, technology or features for additional laboratory test kits without fee, and that you will have to pay additional fees in order to have any subsequent laboratory sample, processed, and/or interpreted using any future or additional technologies or features.

18. Termination

The TOS will continue to apply until terminated by either you or Health 123 as set out in this Section.

If you want to terminate your legal agreement with Health 123, you may do so by notifying Health 123 at any time in writing, which will entail closing your accounts for all of the Services that you use. Your notice should be sent, in writing, to Health 123′s address, which is set out at the beginning of the TOS, or via email to support@Health123.com. If you provide notice via email, Health 123 will send you an email asking you to confirm your request, and your notice will be effective following receipt of a second email confirmation from you.

Health 123 may at any time, terminate its legal agreement with you (and in conjunction therewith, your password and account(s)) if: (1) you have breached any provision of the TOS (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of the TOS); (2) Health 123 is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (3) the partner with whom Health 123 offered the Services to you has terminated its relationship with Health 123 or ceased to offer the Services to you; (4) Health 123 is transitioning to no longer providing the Services to users in the country or state in which you reside or from which you use the Services; or (5) the provision of the Services to you by Health 123 is, in Health 123′s opinion, no longer commercially viable.

Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. You acknowledge and agree that Health 123 shall not be liable to you or any third party for any termination of your access to the Services.

19. Survival of Terms

When the TOS come to an end, all of the legal rights, obligations, and liabilities that you and Health 123 have benefited from, been subject to (or which have accrued over time while the TOS have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of sections 1.(Definitions); 2.(Acceptance of Terms); 3.(Prerequisites); 4.(Description of the Services); 5.(Risks and Considerations Regarding Health 123 Services); 6.(Representations); 7.(Account Creation, Customer Account, Password and Security Obligations); 8.(Health 123 Privacy Statement); 10.(Customer Conduct – Unlawful and Prohibited Use); 11.(Export Control and Applicable Laws and Regulations); 12.(Material Posted through the Service); 13.(Material Provided to Health 123 – Your Proprietary Rights); 14.(Indemnity); 15.(No resale of Services);18.(Termination); 19.(Survival of Terms); 20.(Dealings with Information Providers and Listed Resources); 21.(Hyperlinks and Health 123 Website); 22.(Health 123 Proprietary Rights); 23.(DISCLAIMER OF WARRANTIES); 24.(LIMITATION OF LIABILITY); 25.(Notice); 27.(Violation or Suspected Violation of TOS); and 28.(Miscellaneous) shall continue to apply to such rights, obligations, and liabilities indefinitely.

20. Dealings with Information Providers and Listed Resources

Your correspondence or business dealings with-or participation in promotions of-information providers, vendors, and/or resources found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such information provider or resource. You acknowledge and agree that Health 123 shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such information provider or resources on the Service.

21. Hyperlinks and the Health 123 Website

The Service provides, and third parties may provide, links to other sites and resources on the Internet. Because Health 123 has no control over such sites and resources, you acknowledge and agree that Health 123 is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Health 123 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such hyperlinked site or resource.

22. Health 123′s Proprietary Rights

You acknowledge and agree that Health 123 (or Health 123′s licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Health 123 and that you shall not disclose such information without Health 123′s prior written consent.

You further acknowledge and agree that the Services and any necessary software used in connection with the Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Services or sponsors is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Health 123, you agree not to-and not to permit anyone else to-modify, rent, lease, loan, sell, distribute, or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or Software or any part thereof, in whole or in part. Software, if any, that is made available to download from the Services, excluding software that may be made available by end-users through the Services, is the copyrighted work of Health 123 and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.

Health 123, Inc., Health 123, and other Health 123 logos and product and service names are trademarks of Health 123 and these marks together with any other Health 123 trade names, service marks, logos, domain names, and other distinctive brand features are the “Health 123 Marks”. Unless you have agreed otherwise in writing with Health 123, other than through the Limited License in Section 9, nothing in the TOS gives you a right to use any Health 123 Marks and you agree not to display, or use in any manner, Health 123 Marks.

You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services.

Unless you have been expressly authorized to do so in writing by Health 123, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.

23. Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HEALTH 123 EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (2) HEALTH 123 MAKES NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HEALTH 123 OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. HEALTH 123 DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, HEALTH 123 SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.

24. Limitation of Liability

WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT HEALTH 123 SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HEALTH 123 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE, OR FAIL TO TAKE BASED ON THE INFORMATION YOU RECEIVE IN THROUGH OR FROM THE SERVICES, WHETHER DIRECTLY FROM HEALTH 123 OR A THIRD PARTY RELYING UPON INFORMATION YOU HAVE PROVIDED TO HEALTH 123, RECEIVED FROM HEALTH 123 AND/OR ANY ANALYSIS OF THAT DATA BY HEALTH 123(c) ANY ADVICE AND/OR RECOMMENDATION PROVIDED TO YOU BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO ANY HEALTH AND WELLNESS COACHING PROVIDERS AND/OR MEDICAL PERSONNEL IN CONJUNCTION WITH THE DATA YOU HAVE PROVIDED TO HEALTH 123 AND/OR ANALYSIS OF THAT DATA BY HEALTH 123 (d) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (e) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (f) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (g) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; or (h) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.

25. Notice

Notices to you may be made via either email or regular mail. Health 123 may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on or through the Services.

Official notices related to this TOS must be sent to us at:

Health 123, Inc.

ATTN: General Counsel

945.5 12th Avenue East

Seattle, WA 98102

Additionally, Health 123 accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

26. Changes to the Terms of Service

Health 123 may make changes to the TOS from time to time. When these changes are made, Health 123 will make a new copy of the TOS available on its website and any new additional terms will be made available to you from within, or through, the affected Services.

You acknowledge and agree that if you use the Services after the date on which the TOS have changed, Health 123 will treat your use as acceptance of the updated TOS.

27. Violation or Suspected Violation of Terms of Service

If you violate the terms of these TOS and/or Health 123 has a reasonable ground to suspect that you have violated the terms of these TOS, Health 123 has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

28. Miscellaneous

a. Entire Agreement. The TOS constitute the entire agreement between you and Health 123 and govern your use of the Services, superseding any prior agreements between you and Health 123 on this subject. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software
b. Applicable law and arbitration. Except for any disputes relating to intellectual property rights, obligations, or any infringement claims, any disputes with Health 123 arising out of or relating to the Agreement (“Disputes”) shall be governed by Washington law regardless of your country of origin or where you access Health 123, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Seattle, Washington, in English, with a written decision stating legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.
c. Waiver. The failure of Health 123 to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
d. Term for cause of action. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
e. Admissibility of printed version. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
f. Section titles. The section titles in the TOS are for convenience only and have no legal or contractual effect.
g. Severability Clause. If any portion of these TOS is found to be unenforceable, the remaining portion will remain in full force and effect.
h. Amendments. We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.Health123.com or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time per Section 18 (Termination).
i. Assignment: You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Health 123 for any third party that assumes our rights and obligations under this Agreement.