Terms of Service

Last Updated: November 2021

PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE SITE YOU AGREE TO BE BOUND BY THESE TERMS. IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

These Evidation Health terms of use (“Terms”) govern your use of the Evidation website(s) located at https://evidation.com made available by Evidation Health, Inc. (“Evidation,” “we,” “our,” or “us”). To make these Terms easier to read, the Evidation website is referred to herein as the "Site."

Please carefully review these Terms and the Evidation Privacy Notice (the " Privacy Notice"), which is incorporated herein by reference, because they govern your use of the Site and include, among other things, AN ARBITRATION AGREEMENT WHICH CONTAINS A CLASS ACTION WAIVER.

All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Site in any manner, and each of your heirs, assigns, and successors.

For Members, please also reference Member Terms.

Agreement to terms

By accessing or using the Site, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms and the Privacy Notice.

If you do not agree, then you do not have permission to access or use the Site.

We reserve all rights not expressly granted to you. If you wish to use the Site in a way not authorized by these Terms, you must receive our permission prior to such use.

Changes to Terms or Site

Evidation reserves the right to modify or terminate these Terms, at any time, without prior notice, and at Evidation’s sole discretion. The modified version of the Terms (the “Modified Terms”) shall be posted on the Site. Your continued use of the Site after Evidation has posted the Modified Terms shall constitute your consent to the Modified Terms. If you don’t agree to be bound by the Modified Terms, you may not access the Site and you must cease all access to and use of the Site. Evidation may change or discontinue all or any part of the Site. Evidation reserves the right to make such changes or discontinuations at any time, without prior notice, and at our sole discretion.

Feedback

Evidation welcomes feedback, questions, comments, and suggestions regarding the Site or Evidation (“Feedback”). You can submit Feedback by emailing support@evidation.com or through the Site’s contact page. By submitting Feedback, you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain the confidential or proprietary information of any third party or parties. You hereby grant Evidation a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control, to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose. You irrevocably waive, and cause to be waived, against Evidation and its users any claims and assertions of any moral rights contained in such Feedback.

General Prohibitions

You agree not to do any of the following: (i) misrepresent yourself, identity, or other information or send or provide any illegal content through the Services; (ii) use, display, mirror or frame the Site, or any individual element within the Site, any Evidation trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, (iii) in any manner, copy copyrighted text, or otherwise misuse or misappropriate Site information or Content (as defined below); (iv) access, tamper with, or use non-public areas of the Site or Evidation’s computer systems (v) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Site or the Evidation Content; (vi) use the Site or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms; (vii) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site; (viii) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail- bombing the Site; (ix) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” the Site or any related data or information; (x) disable or circumvent our API usage safeguards or make calls to our API other than those authorized in our API documentation; (xi) violate any applicable law or regulation; or (xii) encourage or enable any other individual to do any of the foregoing.

Evidation content and content ownership

For the purposes of these Terms: “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind that is posted, generated, provided, or otherwise made available by Evidation on the Site.

Evidation and its licensors exclusively own all right, title, and interest in and to the Site and Content, including all associated intellectual property rights. You acknowledge that the Site and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site or Content.

Subject to your compliance with these Terms, Evidation grants you a limited, non- exclusive, non-transferable license, without the right to sublicense, to download, view, copy, display, and print the Content, solely in connection with your permitted use of the Site. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site or Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Evidation or its licensors, except for the licenses and rights expressly granted in these Terms.

Links to third party websites or resources

The Site may contain links to third-party websites or resources. Evidation provides these links only as a convenience and is not responsible for, and disclaims any and all liability related to or arising from, the content, products, or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk related to your use of any third-party websites or resources.

Termination & Enforcement Rights

Evidation may terminate your access to and use of the Site, at its sole discretion, at any time, and without notice to you. Upon any termination, discontinuation, or cancellation of Site the following provisions will survive: “Content and Ownership,” “Termination,” “Disclaimers,” “Limitation of Liability,” “Dispute Resolution,” and “General Terms.”

Although Evidation is not obligated to monitor access to use of the Site or Content or to review or edit any Content, Evidation reserves the right to do so for the purpose of operating the Site, to ensure compliance with these Terms, to monitor for fraud, or to comply with applicable law or other legal requirements.

Without limiting any other rights reserved herein, Evidation may, in its sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and Evidation, including but not limited to, limiting your Site access, terminating your account, investigating you, and/or cooperating with law enforcement agencies in any investigation or prosecution.

Copyright

We will respond to notices of alleged infringement that are provided to us through the appropriate channels and comply with applicable law. The contact information for our copyright agent is provided at the bottom of this section. If you believe that your Content has been copied or otherwise used in a manner that constitutes copyright infringement, please contact us at the information below. In order for us to take action, your notice must contain ALL of the following:

• Your physical or electronic signature. If you are not the copyright owner, a physical or electronic signature of the individual authorized to act on behalf of such copyright owner;
• Identification of the copyrighted work that is claimed to be infringed;
• Identification of the materials that you believe infringe your copyright, and sufficient information to allow us to locate such materials;
• Your contact information;
• A statement that you have a good faith belief that the materials identified as infringing are not authorized by the copyright owner, an agent of the owner, or otherwise authorized by law; and
• A statement that the information in your notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

The contact information for our designated copyright agent is

Evidation Health, Inc.

Attn: Legal

63 Bovet Rd #146, San Mateo, CA 94402

legal@evidation.com

You should consult with your own lawyer and/or see 17 U.S.C. §512 to confirm your obligations to provide a valid notice of claimed infringement.

Counter notification

If you receive a notification from us that material made available by you on or through the Services has been the subject of a notice of alleged infringement, then you will have the right to provide Evidation with a “Counter Notification.” A Counter Notification must be in writing, provided to our Designated Agent via a method identified above, and include substantially the following information:

• A physical or electronic signature of the User;
• 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;
• A statement under penalty of perjury that the User 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; and
• The User’s name, address, and telephone number, and a statement that the he/she consents to the jurisdiction of Federal District Court for the judicial district in which the address on the notice of alleged infringement is located, or if outside the United States, for any judicial district in which Evidation may be found, and that the User will accept service of process from the person who provided the notice of alleged infringement or an agent of such person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. §512 to confirm obligations to provide a valid counter notification under the Copyright Act.

False Notifications. We reserve the right to seek damages from any party that submits a notice of alleged infringement or Counter Notification in violation of the law.

Disclaimers

THE SITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, EVIDATION EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Site Functionality

All or any portion of the Site may not be available and may not function properly at any time. We attempt to avoid technological problems, but at any time the Site may have and may cause technological problems, such as viruses and other damaging computer programming routines or engines. We attempt to ensure the Site is secure but we do not guarantee the security of the Site. We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site, or any defects, delays, or errors resulting from your use of the Site.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND CONTENT REMAINS WITH YOU. EVIDATION WILL NOT BE LIABLE (EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE): FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EVIDATION HAS BEEN INFORMED THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL EVIDATION’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGE SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EVIDATION AND YOU. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDity of such portion shall not affect the validity of the remaining portions of the applicable sections.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Governing Law. These Terms and any action related thereto will be governed by the law of the State of California, without regard to its conflict of laws provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with Evidation as follows:

Agreement to Arbitrate. You and Evidation agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Site or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Class Action Waiver. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive.