Terms or service

Last Updated: June 14, 2020

PLEASE READ THE FOLLOWING TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW) OFFERED BY HUMANITY INC. (“us”, “we”, “our” or“HUMANITY”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE HUMANITY SERVICES (COLLECTIVELY, THE “SERVICE(S)”). THESE TERMS COVER IMPORTANT INFORMATION ABOUT SERVICES PROVIDED TO YOU AND ANY CHARGES AND AMOUNTS WE BILL YOU. THESE TERMS INCLUDE INFORMATION ABOUT FUTURE CHANGES TO THESE TERMS AND AUTOMATIC RENEWALS.

“YOU”AND “YOUR” REFER TO THE PERSON ACCESSING OR USING THE SERVICES, OR IF YOU CREATE AN ACCOUNT ON BEHALF OF AN EMPLOYER, COMPANY, ORGANIZATION, OR OTHER ENTITY, THEN (I) ALL REFERENCES TO “YOU” HEREIN INCLUDES YOU AND THAT ENTITY,AND (II) YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OFTHE ENTITY WITH THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, AND THAT YOU AGREE TO THIS AGREEMENT ON THE ENTITY’S BEHALF.

BY ACCESSING AND USING THE SERVICE IN ANY MANNER, you acknowledge that you have read, understood, and agree to be bound by this Agreement and the PrivacyPolicy (https://humanity.health/privacy). If you do not accept this Agreement and the Privacy Policy, you are not authorized to use the Services.

1 INTRODUCTION

TheServices allow you to track, manage and share health-related information. TheServices are provided to you by HUMANITY, in connection with our partners, service providers, sponsors, or other affiliates. So that we may safely and responsibly manage our website and mobile applications

for all of our users, your use of the Services is subject to this Agreement and thePrivacy Policy, which is incorporated into this Agreement by this reference.HUMANITY may modify this Agreement and the Privacy Policy at any time and such modification will be effective upon posting such change to the Services. Your continued use of the Service following the posting of any changes to thisAgreement or Privacy Policy constitutes acceptance of those changes. Whether you are using the Services for free or purchased a Subscription or received aSubscription from a third party, this Agreement will apply to your use of theServices.

2 REGISTRATION

In order to use the Services, you must sign up and if applicable, pay the up front subscription fees (“Subscription Fees”) and you must create an account(“Account”). You must provide accurate and complete information and keep yourAccount information updated. You shall not select or use as a username a name of another person with the intent to impersonate that person or use as a user name a name subject to any rights of a person other than you without appropriate authorization. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

3 ELIGIBILITY

You represent and warrant that you are at least 18 years of age. If you are underage 18, you may not, under any circumstances or for any reason, use theServices. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. The right to access the Services is revoked where this Agreement or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.

4 USE OF THE SERVICES

Humanity software, text, graphics, images, video, audio, data and other material are made available to you through the Services(collectively referred to as the “Content”). Subject to this Agreement and yourSubscription, we grant to you a worldwide, non-exclusive, non-sub licensable and non-transferable license to (i) access and use (i.e., to download and display locally) theContent and the software and applications made available through the Services solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using theServices is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right. The Content may be owned by us or may be provided through an arrangement we have with others, including other users of the Services, or our partners, sponsors, or affiliates. TheContent is protected by copyright under both United States and foreign laws.

Unauthorized use of the Content may violate copyright, trademark, and other laws. Other than your rights in any User Content (as defined below), you have no rights in or to the Content, and you may not use the Content except as permitted under thisAgreement. No other use is permitted without prior written consent from us or the owner of the Content. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content.You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. If you violate any part of this Agreement, your permission to access and/or use the Content and Services automatically terminates and you must immediately destroy any copies you have made of the Content.

Various company, product, and service names displayed on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”). Your use of the Services should not be construed as granting, by implication, estoppel, or other wise, any license or right to use any Third-Party Trademark displayed on this Services. The Third-Party Trademarks may not be used to disparage any applicable third-party, any of their products or services, or in any manner in which, in our reasonable judgment, may damage any goodwill in the Third-PartyTrademarks.

TheServices include access to links to, and content and data from, third-party websites (“External Services”). These links, content, and data are provided solely as a convenience to you and not as an endorsement by us of the content on such External Services. The content of such External Services is developed and provided by others. In addition, the Services permit access to content posted, stored, or displayed at the direction of users of the Services, for which we cannot accept any responsibility or liability.

TheServices are for personal use only and may not be used in connection with any commercial endeavors except those that are specifically approved by Humanity.The following activities are expressly prohibited: (i) collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications; (ii) any use of the Services, which in our sole judgment, degrades the reliability, speed, or operation of the Services or any underlying hardware or software thereof; (iii) use of web scraping, web harvesting, or web data extraction methods from Humanity even if the Account owner gives permission; and (iv) any use of the Services which is unlawful orin violation of this Agreement.

5 TERMINATION

Unless other wise prohibited by law, and without prejudice to Humanity’s other rights or remedies, Humanity shall have the right to immediately terminate (i) your registration and/or Subscription if you breach any of the terms of thisAgreement and (ii) subject to (i) of this paragraph, the Services, in our sole discretion at any time.

You must maintain an active Subscription to continue using the SubscriptionServices. This Agreement and your Subscription may be renewed for additionalSubscription periods pursuant to the Subscription purchased.

If you have obtained a free Subscription, Humanity reserves the right at any time to modify or discontinue, temporarily or permanently, such free Subscription and your access to the Services with or without notice. Unless modified or discontinued by Humanity in its sole discretion, your free Subscription shall continue until you cancel or upgrade to a paid Subscription.

All Subscription Fees are non-refundable, even if you stop using the Subscription Services. The subscription will begin once you have paid. In the case of a recurring subscription, you authorize Humanity to charge your credit card every subscription period.

If you cease to pay for the Subscription Services for a period of three (3) days or more, your Account will go into an inactive state. In this inactive state, you will still be able to access any historical subscription specific data, that is, data which is uploaded prior to your subscription entering into an inactive state. Upon appropriate payment, your subscription will be reactivated, and you will be able to utilize the full functionality of theSubscription Services again.

Upon cancellation or termination, all licenses granted to you hereunder shall terminate automatically, your right to use the Services shall cease and yourUser Content, as defined below, will be deleted and no longer be available to you through the Services.

6 SUPPORT

You can reach Humanity support atsupport@humanity.health. 

7 USER DATA AND CONTENT

TheServices may include functionality to permit the submission of your data andContent, whether manually at the direction of users of the Services or automatically in accordance with your Account

settings(“User Content”) and the hosting of such User Content. Please see the PrivacyPolicy for details on how your data is treated. You represent that all UserContent provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. User Content includes, with outlimitation, any user profile information you submit, any information collected by your devices and wearables, including, without limitation, statistics and measurements, scores generatedthrough the use of the Services, and any information submitted by you to “tag”any activities recorded through the Services. You shall be solely responsible for User Content you submit or allow to be collected. In connection with anyUser Content you submit, you affirm, represent, and/or warrant that: (i) yo own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Services and thisAgreement. By submitting the User Content to us, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicense able and transferable license to edit, modify, truncate, aggregate, use, reproduce, distribute, prepare derivative works of, modify, display, perform, publish and otherwise commercially exploit all or any portion of the User Content in connection with our provision of the Services and our (and our successors’) business including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels and with our business partners and licensees for informational and analytical purposes. You also hereby grant each user of theServices a non-exclusive license to access your User Content through theServices, if you have permitted such access through your Account settings, and to use, reproduce, distribute, prepare derivative works of, display, publish and perform such User Content as permitted through the functionality of theServices and under this Agreement. We may maintain copies of any User Content for purposes of backup, security, or maintenance, or as required by law.

In connection with User Content, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein;(ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person.We do not endorse any User Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with any User Content. We do not permit copyright infringing activities and infringement of intellectual property rights in connection with the Services, and we will remove all Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. We may remove any Content and User Content without prior notice. We may also terminate your access to the Services, if you are determined to be a repeat infringer. A repeat infringer is anyone who has been notified of infringing activity more than once and/or has had any User Content removed from the Services more than twice. We also reserve the right to decide whether Content or User Content is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. We may remove such User Content and/or terminate your access for uploading such material in violation of this Agreement at anytime, without prior notice and at our sole discretion.

If you are a copyright owner or an agent thereof and believe that any User Content or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing ourCopyright Agent with the following information in writing (see 17 U.S.C512(c)(3) for further detail):

(i)  A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii)  Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(iii)  Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(iv)  Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

(v)  A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi)  A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated Copyright Agent to receive notifications of claimed infringement and other notices relating to User Content and/or violation of this Agreement(e.g., violations of criminal laws) is: privacy@humanity.health

OnlyDMCA notices and notices relating to complaints in connection with User Content or violations of this Agreement should go to the Copyright Agent; any other feedback or comments should go to feedback@humanity.health

And requests for technical support, and other such communications should go to support@humanity.health

8 NO MEDICAL ADVICE

HUMANITY provides the Services for you to track, manage, and share your wellness-related information. THE SERVICES AND ANY RESULTS OR CONTENT DISPLAYED VIA THE SERVICES DO NOT PROVIDE MEDICAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE SERVICES ARE NOT INTENDED TO TREAT OR PREVENT ANY MEDICAL CONDITION. ALL CONTENT AVAILABLE THROUGH THE SERVICES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. USE OF THE SERVICES DOES NOT CREATE ANY PHYSICIAN-PATIENT

RELATIONSHIP. You should always consult a qualified and licensed medical professional prior to beginning or modifying any diet, exercise, or wellness program.

9 PAYMENT OF FEES

You agree to pay the Subscription Fees as described more fully during the purchase and payment process. Any payment terms presented to you in the process of obtaining your Subscription are deemed part of this Agreement.

a.  Billing. We may collect payments from you directly or we may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for yourSubscription. The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to this Agreement. We are not responsible for error by the PaymentProcessor. By choosing to purchase a Subscription, you agree to pay us, either directly or through the Payment Processor, all Subscription Fees and other charges at the prices then in effect and in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that we or the Payment Processor make even if we or the PaymentProcessor have already requested or received payment.

b.  Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

c.  Recurring Billing. TheSubscription payment terms may consist of an initial period, for which there isa one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Subscription Fees have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE

MAY SUBMIT PERIODIC CHARGES (E.G., QUARTERLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD.SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, CONTACT SUPPORT@HUMANITY.HEALTH

d.  Current Information Required.YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCHAS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS IN THE HUMANITY APP. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY SUBSCRIPTION FEES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION ASSET FORTH ABOVE.

e.  Auto-Renewal.The Subscription will be automatically extended for successive quarterly renewal periods at the then-current rate.To change or terminate your Subscription at any time, email support@humanity.health.If you terminate your Subscription, you may use your Subscription until the end of your then-current term and your Subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current subscription period. If you do not want to continue to be charged on a recurring basis, you must cancel or terminate your SUBSCRIPTION before the end of the recurringTERM. SUBSCRIPTIONS cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, HUMANITY will not refund any AMOUNTS that you have already paid.

f.  Reaffirmation of Authorization. Your non-termination or continued use of your Subscription reaffirms that we are authorized to charge your Payment Method for that Subscription. We may submit those charges for payment and you will be responsible for such charges.This does not waive our right to seek payment directly from you. Your charges may be payable in advance or as other wise described when you initially selected to purchase the Subscription.

10 INDEMNITY

You agree to defend, indemnify, and hold us harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your User Content, (ii) your breach of this Agreement, or (iii) your uploading of, access to, or use or misuse of the Content or the Services. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter. 

11 DISCLAIMER OF WARRANTY

THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE HEREBY DISCLAIM ALL WARRANTIES,INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. WE,OUR AFFILIATES, OUR PARTNERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS,EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT (INCLUDING THE USER CONTENT) OR SERVICES,INCLUDING BUT NOT LIMITED TO ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS,OR RELIABILITY.

NEITHER WE NOR OUR AFFILIATES OR PARTNERS SHALL BE SUBJECT TO LIABILITY FOR TRUTH,ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO USERS OF THE SERVICES OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. FURTHER, WE MAKE NO WARRANTY THAT THE SERVICES WILL BE AVAILABLE ERROR FREE OR THAT THE SERVICES ORTHE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. YOU AGREE THAT YOUR USE THE SERVICES AND THE CONTENT AT YOUR OWN RISK.

12 LIMITATION OF LIABILITY

INNO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION,INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USETHE SERVICES AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT(INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, IN EXCESS OF ONE HUNDRED DOLLARS, EVEN IF A WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 

13 CHANGES TO SERVICES

TheServices may change over time. We may suspend or discontinue any part of theServices, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We will try to give you notice when we make a material change to the Services, but this is not always practical. Similarly, we reserve the right to remove any Content orUser Content from the Services at any time, for any reason (including, but not limited to if someone alleges you contributed Content or User Content in violation of this Agreement), in our sole discretion, and without notice.

14 GENERAL

14.1   Assignment. ThisAgreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.This Agreement will inure to the benefit of our successors and permitted assigns.

14.2   Governing Law; Venue. ThisAgreement are governed by the internal substantive laws of the State of California, without respect to its conflict of law provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State ofCalifornia.

14.3   Sever ability. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

14.4   Non-Waiver. Failure by us to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in thisAgreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

14.5   Entire Agreement. Except as expressly agreed by us and you, this Agreement, the Privacy Policy and theStandard Terms and Conditions constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.

14.6   Headings. The section headings are provided merely for convenience and shall not be given any legal import.

14.7   Survival. All sections of this Agreement that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled User Content, Indemnity, Dis claimer of Warranty and Limitation of Liability, and General.

15 RETURN POLICY

We provide a 100% refund up until the point that you send in your blood test kit.After the kit is sent in, we can no longer provide any refund for the current subscription term. You can cancel your subscriptionrenewal at any time by emailing support@humanity.health

For Humanity Support, please e-mailsupport@humanity.health