SONATA Terms of Service

HealthOS, Inc. dba SONATA (“SONATA,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website located at www.sonata.health (the “Platform”) and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps and the Platform, including any updated or new features, functionality and technology, and any products or services provided through the Platform or otherwise by SONATA, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By creating an account with us or by accessing, browsing, or otherwise using the Platform, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. In these Terms of Service, the terms “you” and “your” refer to the person using the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. Changes to the Terms of Service are effective immediately upon posting. We may notify you of any material changes, such as through the Service user interface, a pop-up notice, email, or through other means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not accept these or any future Terms of Service, you may not create an account with us or access, browse, or use (or continue to access, browse, or use) the Service.

IMPORTANT NOTICE REGARDING ARBITRATION AGREEMENT: PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN ARBITRATION AGREEMENT AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE ARBITRATION AGREEMENT IS MANDATORY AND REQUIRES (WITH LIMITED EXCEPTIONS) ANY DISPUTE BETWEEN YOU AND US TO BE RESOLVED THROUGH BINDING AND FINAL INDIVIDUAL ARBITRATION, AND FURTHER (1) YOU AND SONATA WILL ONLY BE PERMITTED TO PURSUE CLAIMS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, AGGREGATE, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING, (2) YOU AND SONATA WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS UNLESS OTHERWISE PROHIBITED BY LAW, AND (3) YOU AND SONATA MAY NOT HAVE ANY CLAIMS RESOLVED BY A JURY OR IN A COURT OF LAW. YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT, UNLESS YOU OPT OUT BY FOLLOWING THE OPT-OUT PROCEDURES SET FORTH BELOW. BY AGREEING TO THE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

DO NOT USE THE SERVICE FOR YOUR EMERGENCY MEDICAL NEEDS. IF YOU HAVE A MEDICAL EMERGENCY, DIAL 911 OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY.

Your Privacy: At SONATA, we respect the privacy of our users. For more information please see our Privacy Policy, located at app.sonata.health/legal/privacy-policy and under the Legal — Privacy Policy section of our Mobile App (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Your Registration Obligations: You are required to register with SONATA and provide information about yourself (e.g., name, phone number, and email address) and set up an account in the Platform in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years old, you may not use the Service.

Member Account, Password, and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify SONATA 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 when accessing the Service. SONATA and its current and future affiliates (collectively, “SONATA Affiliates”) will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to Service: SONATA reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that SONATA and SONATA Affiliates will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

Service Description: We are a technology company that makes available to individuals who register as users of the Platform (“Users”) a comprehensive, personalized, and human approach to healthcare by collecting and aggregating your information across health information exchanges, providers, laboratories, and devices to offer you personalized recommendations, treatment and care by third-party medical providers. Our Service provides you with a means of connecting to one or more medical groups who provide healthcare services through the Platform (the “Medical Groups”). These Medical Groups employ or contract with physicians and allied health professionals who offer certain healthcare services through the Platform (“Providers”). By accepting this Agreement, you acknowledge and agree that any services you receive from the Medical Groups or Providers through the Platform are also subject to these Terms of Service, and that the Medical Groups and Providers are third-party beneficiaries of these Terms of Service.

With respect to the Medical Groups and the Providers, we act solely as a technology platform to connect you with the services offered by the Medical Groups and Providers through the Service. We do not control or influence the practice of medicine by the Medical Groups or any Providers, each of whom is solely responsible for the medical care and treatment he or she provides to you or any decisions that you do not qualify for such treatment or any of our products or services. SONATA makes no representations or warranties about the suitability, reliability, timeliness, or accuracy of the medical care and treatment provided by the Medical Groups or any Providers. By accepting this Agreement, you acknowledge and agree that SONATA is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other health care provider-patient relationship with SONATA.

By accepting these Terms of Service, you acknowledge and agree that the Medical Group and/or Providers may send you messages, reports, and emails via the Service regarding your diagnosis and/or treatment. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither SONATA nor the Medical Group nor any Provider will be responsible in any way, and you will not hold SONATA, Medical Group, or any Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Medical Group or your Provider(s).

While you are not establishing a doctor-patient or other health care provider-patient relationship with SONATA, by using the Service, you are establishing a direct customer relationship with SONATA to use the Platform. In connection with such a relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy (app.sonata.health/legal/privacy-policy), which is hereby incorporated by reference. By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein. Please refer to our Privacy Policy (app.sonata.health/legal/privacy-policy) as well as the “Protected Information” section of these Terms of Service below for additional information.

NO MEDICAL ADVICE: THE SERVICE DOES NOT CONSTITUTE MEDICAL OR HEALTH CARE ADVICE OR RECOMMENDATIONS. THE SERVICE IS SOLELY A TECHNOLOGY PLATFORM AND SONATA IS NOT A LICENSED HEALTH CARE PROVIDER IN ANY JURISDICTION. ANY CONTENT ACCESSED THROUGH THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO COVER ALL POSSIBLE USES, DIRECTIONS, OR PRECAUTIONS. THIS CONTENT SHOULD NOT BE USED DURING A MEDICAL EMERGENCY OR FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. YOU SHOULD CONSULT YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER IF YOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION, OR BEFORE TAKING ANY DRUG, CHANGING YOUR DIET OR COMMENCING OR DISCONTINUING ANY COURSE OF TREATMENT. THE SERVICE SHOULD NOT BE USED TO COMMUNICATE URGENT MATTERS TO YOUR HEALTH CARE PROVIDER. DO NOT IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF INFORMATION ACCESSED THROUGH THE SERVICE. SONATA AND ITS RESPECTIVE AGENTS ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, THE SERVICE OR OTHER CONTENT ON THE SERVICE. SONATA AND ITS AGENTS SHALL NOT BE LIABLE FOR ANY FALSE POSITIVE RESULTS, FALSE NEGATIVE RESULTS, INCONCLUSIVE RESULTS, ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS RECEIVED FROM YOUR PROVIDERS OR THIRD-PARTY LABORATORIES OR PHARMACIES.

General Practices Regarding Use and Storage: You acknowledge that SONATA may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on SONATA’s or its third-party service providers’ servers on your behalf. You agree that SONATA has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that SONATA reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that SONATA reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (hereinafter, “content”) that you make available to SONATA, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by SONATA. SONATA reserves the right to investigate and take appropriate legal action against anyone who, in SONATA’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

• email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) 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; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of SONATA, is objectionable or which restricts or inhibits any other person from using or enjoying the Service or which may expose SONATA or its users to any harm or liability of any type;
• 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;
• violate any applicable local, state, national, or international law, or any rule, guidance, or regulations having the force of law (“Laws”);
• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• solicit personal information from anyone under the age of 18;
• harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
• further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
• obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
• circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
• engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If you are blocked by SONATA from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service for any commercial purposes. The Service is for your personal use only.

When you set up an account with SONATA, you are creating a direct customer relationship with SONATA that enables you to access and/or utilize the various functions of the Service as a user. As part of that relationship, you provide information to SONATA, including but not limited to your name, email and physical address and phone number, that we may collect, use and disclose in accordance with our Privacy Policy (app.sonata.health/legal/privacy-policy).

In using certain components of the Service, you may also provide certain medical information that may be protected under applicable laws. SONATA is a “business associate” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”). One or more of the Medical Groups is a “covered entity” under HIPAA.

As a “business associate” however, and solely in its role as a business associate, SONATA, may be subject to certain provisions of HIPAA with respect to “protected health information,” as defined under HIPAA (“PHI”), that you provide to the Medical Group. In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. However, any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under our Privacy Policy (app.sonata.health/legal/privacy-policy). Protected Information does not include information that has been de-identified in accordance with HIPAA.

By using the Service, you are agreeing that any information that you submit to SONATA that is not intended and used solely for the provision of diagnosis and treatment by the Medical Group and Providers, is not considered Protected Information, and will only be subject to our Privacy Policy (app.sonata.health/legal/privacy-policy), and any applicable state laws that govern the privacy and security of such information. The processing, use and disclosure of PHI by SONATA will be governed by SONATA’s applicable Business Associate Agreement(s) with the Medical Groups. To learn more about how the Medical Groups process, use, or disclose PHI, please review their Notice of Privacy Practices (app.sonata.health/legal/npp).

Fees: To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to SONATA that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with SONATA or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay SONATA the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize SONATA (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges, you must let SONATA know within sixty (60) days after the date that SONATA charges you, or within such longer period of time as may be required under applicable Law. We reserve the right to change SONATA’s prices. If SONATA does change prices, SONATA will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at SONATA’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on SONATA’s net income.

Payment Processing: Notwithstanding any amounts owed to SONATA hereunder, SONATA DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor (collectively, “Payment Processors”). These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. SONATA assumes no liability or responsibility for any payments you make through the Service.

Refunds and Cancellations: Payments made by you hereunder are final and non-refundable unless otherwise determined by SONATA. You may cancel your subscription online by emailing us at: concierge@sonata.health using the form cancellation email available at app.sonata.health.

Notice Regarding Your Financial Responsibility for Services: SONATA and the Medical Groups are not enrolled with, and are not participating providers with any federal state healthcare program (e.g., Medicare or Medicaid) or commercial health plans for the provision of any health care services or supplies. You are solely responsible for the costs of any service or product provided to you through the Service. You are free to submit a claim with your health plan for reimbursement for out-of-network services, and SONATA may assist you with obtaining any prior authorizations that may be required by your health plan for such reimbursement.

By agreeing to use the Service, you acknowledge and agree that (1) you are explicitly choosing to obtain products and services on a cash basis outside of any federal or state healthcare program or commercial health plan, and you have sole financial responsibility for all services or products provided to you by or through the Service, and (2) neither the Medical Groups or the Providers will submit a claim for reimbursement to any federal, state, or private payor healthcare program for the costs of the services and products provided to you through the Service.

Chatbot and AI Technology: The Services contain or integrate with advanced technologies, such as artificial intelligence, machine learning systems and similar technology and features (collectively, “AI Technology”), which may be proprietary to SONATA or to our third party service providers, including the option to query and receive responses from (to “chat” with) a computer program to assist in providing personalized feedback on health data questions and educational information, that simulates and processes written human conversation within the Platform, (the “Chatbot”). The AI Technology (including the Chatbot) may allow you to submit queries and other prompts, in response to which the AI Technology may generate and return text, images, video or other content. We refer to the text you input, and any other images, video or other content you include as part of your queries or other prompts into the Chatbot or other AI Technologies as your “Inputs.” We refer to the results returned by the Chatbot or other AI Technologies in response to your Inputs as “Outputs.”

You acknowledge and agree that, in addition to the other limitations and restrictions set forth in these Terms of Service:

• AI Technology are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content.
• AI Technology can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Outputs that are out of context or do not make sense. AI Technology do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Outputs that lack the empathy and emotion that humans are able to convey.
• AI Technology can perpetuate biases that are present in the data used to train them, which can result in Outputs that are discriminatory or offensive.
• AI Technology can struggle with complex tasks that require reasoning, judgment and decision-making. AI Technology require large amounts of data to train and generate content, and the data used to train AI Technology may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Outputs.
• Outputs can lack the personal touch that comes with content created by humans, which can make them seem cold and impersonal.
• AI Technology may make errors or provide Outputs that are outdated, incomplete, inaccurate, or contain misleading information. We are not responsible for such errors or outdated, incomplete, or inaccurate Outputs, and we bear no liability to you or anyone else arising from or relating to your use of the AI Technology and/or the Outputs.
• The Chatbot may say something which is factually erroneous, or offensive, for which we apologize in advance (and which do NOT represent our views) but for which you agree SONATA is not responsible. You understand and agree that Outputs are not created by any employee of SONATA, do not reflect the views of SONATA, and are generated without direct human review or oversight.

Your Responsibility: You will use discretion and independent judgment before relying on, sharing or otherwise using the Outputs. You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any Outputs, including any reliance on the accuracy, completeness, or usefulness of any such Outputs. You acknowledge and agree that you will not rely entirely on Outputs produced by the Chatbot or AI Technology for making automated decisions without human review. You understand and agree that SONATA is not responsible for the recommendations made by the Chatbot and you further agree that you are solely responsible for verifying the relevance and accuracy of any advice or suggestions provided by the Chatbot or any other part of the Service before relying on them.

Rights to Input and Output: As between you and SONATA, and to the extent permitted by applicable law, you (a) retain your ownership in the Inputs and (b) own the Outputs. You acknowledge and agree that, due to the nature of the Chatbot and the AI Technology generally, the Outputs generated for you by the Chatbot may not necessarily be unique from outputs generated for other users of the Chatbot. You do not gain any rights whatsoever in the Chatbot. All rights in it belong either to us or to those entities from whom we have licensed the technology. We can cease providing the Chatbot at any time without notice.

FOR THE AVOIDANCE OF DOUBT, THE CHATBOT IS PROVIDED “AS IS”, IS DEEMED PART OF THE SERVICE AND, IN ADDITION, YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON THE OUTPUTS AS A SOLE AUTHORITATIVE OR VALID SOURCE OF FACTUAL INFORMATION, AS A SUBSTITUTE FOR YOUR OWN RESEARCH OR INDEPENDENT JUDGMENT, OR AS MEDICAL ADVICE.

Telehealth Services Consent and Open Payments Notice: Telehealth involves the delivery of healthcare services using electronic communications, information technology or other means between a healthcare provider and a patient who are not in the same physical location. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. The telehealth services are not a substitute for in-person health care in all cases. In order to use the telehealth services included in the Service, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Telehealth Consent”) that will be provided to you by the Medical Groups and Providers through the Platform. You agree that SONATA is a third-party beneficiary of the Telehealth Consent and has the right to enforce it against you, and you acknowledge and consent that telehealth calls may be recorded and transcribed, and that such transcriptions will be retained as part of your health record in accordance with applicable privacy laws and regulations.

In some cases, the Service may not be the most appropriate way for you to provide information to, communicate with or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Provider, or your Provider may determine that your diagnosis and/or treatment requires an in-person office visit or are otherwise not appropriately addressed through use of the Service. In such a case, you may receive notification stating that you will be unable to use the Service for the particular issue you submitted and providing additional information regarding next steps.

ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER BEFORE DECIDING TO START, ALTER, OR DISCONTINUE ANY COURSE OF CLINICAL TREATMENT OR THERAPY, OR FOR ANY QUESTIONS REGARDING YOUR MEDICAL CONDITION, YOUR DIET, OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. DO NOT USE THE SERVICE AS A SUBSTITUTE FOR CONSULTING WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROVIDER, AND DO NOT DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF ANY INFORMATION RECEIVED IN CONNECTION WITH OUR SERVICE.

Telephonic Communications Services: By using the Service and providing us with your telephone number(s), you are consenting to be contacted by SONATA or SONATA Affiliates or their partners by telephone (including on a recorded line), automated calling, automated telephone dialing system calling, automated system calling, artificial voice or pre-recorded calling, text message, SMS and/or MMS message, fax, or other telephonic or electronic means for marketing, solicitation, informational, or another purpose, even if your telephone number(s) is registered on the National Do Not Call List, a state Do Not Call List, or the internal Do Not Call List of SONATA or SONATA Affiliates or their partners. You may be required to respond to an initial call or message as instructed to complete your registration and confirm enrollment to receive such calls, texts or other telephonic communications. You do not have to consent to receive calls or text messages from SONATA or SONATA Affiliates or their partners for marketing or solicitation purposes to purchase SONATA’s products or services. In the event you no longer wish to receive such calls, text messages or other telephonic communications, you agree to notify SONATA or SONATA Affiliates or their partners, as applicable, directly. In the event you change or deactivate your telephone number, you agree to promptly update your SONATA account information to ensure that your messages are not sent to a person that acquires your old telephone number.

There is no additional charge for telephonic communications, but your carrier’s standard message and data rates apply to any calls, text messages, SMS or MMS messages you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any calls, text messages, SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.

By reply to any text, SMS, or MMS message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information. If you choose to cancel text, SMS, or MMS messages from us, you agree to receive a final message from us confirming your cancellation.

Mobile Services: The Service includes certain services that are available via a mobile device, including (a) the ability to upload content to the Service via a mobile device, (b) the ability to browse the Service and the Platform from a mobile device, and (c) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Mobile App License: Subject to these Terms of Service, SONATA hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.

Third-Party Distribution Channels: SONATA offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.

Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

• SONATA and you acknowledge that these Terms of Service are concluded between SONATA and you only, and not with Apple Inc. (“Apple”), and that as between SONATA and Apple, SONATA, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
• You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
• Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.
• Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
• Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be SONATA’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
• SONATA and you acknowledge that SONATA, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
• In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between SONATA and Apple, SONATA, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
• You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
• If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to SONATA as follows: concierge@sonata.health
• You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, e.g., your wireless data service agreement.
• SONATA and you acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and SONATA only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) SONATA, and not Google, is solely responsible for SONATA’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to SONATA’s Google-Sourced Software.

Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of SONATA, SONATA Affiliates, and their licensors (including the Mobile Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by SONATA.

Special Notice for International Use; Export Controls: SONATA is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the Laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export Laws. Downloading, accessing, or using the Software or Services is at your sole risk.

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and Laws. Except as expressly authorized by SONATA, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The SONATA name and logos are trademarks and service marks of SONATA (collectively the “SONATA Trademarks”). Other SONATA, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to SONATA. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of SONATA Trademarks displayed on the Service without our prior written permission in each instance. All goodwill generated from the use of SONATA Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will SONATA or any SONATA Affiliate be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that SONATA does not pre-screen content, but that SONATA and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, SONATA and its designees will have the right to remove any content that violates these Terms of Service or is deemed by SONATA, in its sole discretion, to be otherwise objectionable. You 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.

User Content: You represent and warrant that you own all right, title, and interest in and to your User Content and Inputs, including all copyrights and rights of publicity contained therein. You hereby grant SONATA and SONATA Affiliates, and their successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content (including Inputs, Outputs, and any name, username, voice, image or likeness incorporated therein or otherwise provided by you), in any form, medium or technology now known or later developed, (a) in connection with the operation of the Service; (b) to provide, develop and improve the Service and other offerings of SONATA and/or SONATA Affiliates; (c) to create aggregated and de-identified data from User Content; and (d) as otherwise set forth in our Privacy Policy (app.sonata.health/legal/privacy-policy). This license includes the right for SONATA and SONATA Affiliates to make your User Content available for syndication, broadcast, distribution, or publication by other companies, organizations, or individuals that partner with SONATA or a SONATA Affiliate. You also agree that SONATA may remove metadata associated with your User Content and you irrevocably waive any claims and assertions of moral rights or attribution with respect to your User Content. You assume all risk associated with your User Content and the transmission of your User Content and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.

You hereby authorize SONATA and SONATA Affiliates and their third-party service providers to collect, monitor, and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). SONATA and SONATA Affiliates may use Usage Data for any purpose in accordance with applicable Law and our Privacy Policy (app.sonata.health/legal/privacy-policy).

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to SONATA or any SONATA Affiliate are non-confidential and SONATA and SONATA Affiliates will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that SONATA may preserve User Content and may also disclose User Content 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, applicable Law, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of SONATA, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: SONATA respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify SONATA of your infringement claim in accordance with the procedure set forth below.

SONATA will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property Laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to SONATA’s Copyright Agent at concierge@sonata.health (Subject line: “DMCA Takedown Request”).

To be effective, the notification must be in writing and contain the following information:

• a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
• identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
• identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the Law; and
• a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the Law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Southern District of New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, SONATA will send a copy of the counter-notice to the original complaining party informing them that SONATA may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against SONATA or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable Law, SONATA has adopted a policy of terminating, in appropriate circumstances and at SONATA’s sole discretion, the accounts of users who are deemed to be repeat infringers. SONATA may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services, such as social media and social networking services. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store, and disclose such information in accordance with our Privacy Policy (app.sonata.health/legal/privacy-policy). For more information about the implications of activating Third-Party Services and our use, storage, and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy (app.sonata.health/legal/privacy-policy). SONATA has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not SONATA or any SONATA Affiliate, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. SONATA enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. SONATA and SONATA Affiliates will 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 Third-Party Services.

To the extent permitted under applicable Law, you agree to defend, indemnify, and hold harmless SONATA and SONATA Affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “SONATA Parties”), from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. SONATA will provide notice to you of any such claim, suit, or proceeding. SONATA reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting SONATA’s defense of such matter. You may not settle or compromise any claim against the SONATA Parties without SONATA’s written consent.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE SONATA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE SONATA PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SONATA PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SONATA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) 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 SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE SONATA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SONATA IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. THE INVALIDITY OF ANY SUCH PORTION UNDER ANY JURISDICTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

THE LIMITATIONS AND DISCLAIMERS IN THE SERVICES AGREEMENT DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER OR OTHERWISE THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, INCLUDING NEW JERSEY. ANY PROVISIONS CONCERNING THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES IN THE SERVICES AGREEMENT FOR CONSUMERS ARE NOT APPLICABLE IN NEW JERSEY WITH RESPECT TO PUNITIVE DAMAGES, LOSS OF DATA, AND LOSS OF OR DAMAGE TO PROPERTY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Arbitration Agreement

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You and SONATA agree that, subject to limited exceptions specified in this Arbitration Agreement, any and all disputes or claims that have arisen or may arise between you, on the one hand, and SONATA, on the other hand, whether arising out of or relating to these Terms of Service (including any dispute or claim arising out of or relating to the breach, termination, enforcement, interpretation, or validity of these Terms of Service), the Service, this Arbitration Agreement, any advertising, or any aspect of the relationship or transactions between us, whether such disputes or claims arose before, on, or subsequent to you entering these Terms of Service, (collectively, “Disputes”) will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. However, you may assert individual claims in small claims court, if your claims qualify. Each party also retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. By entering into these Terms of Service, you and SONATA each agree that an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. Your rights will be determined by a neutral arbitrator, not a judge or jury. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including relating to whether these Terms of Service are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. The rules and procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) govern the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief

UNLESS BOTH YOU AND SONATA AGREE IN WRITING OR UNLESS OTHERWISE PERMITTED BY THIS ARBITRATION AGREEMENT, YOU AND SONATA MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, AGGREGATE, REPRESENTATIVE, OR CONSOLIDATED ACTION, ARBITRATION, OR PROCEEDING.

YOU AND SONATA AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN ANY PURPORTED CLASS, COLLECTIVE, AGGREGATE, REPRESENTATIVE, OR CONSOLIDATED ACTION, ARBITRATION, OR OTHER PROCEEDING. UNLESS BOTH YOU AND SONATA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

UNLESS OTHERWISE PROHIBITED BY LAW, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). IF THE FOREGOING PROHIBITION ON CLASS AND REPRESENTATIVE ACTIONS, NON-INDIVIDUALIZED RELIEF, AND JURY TRIAL WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION AGREEMENT SHALL BE NULL AND VOID, AND YOU AND SONATA SHALL BE DEEMED NOT TO HAVE AGREED TO ARBITRATE DISPUTES.

This Arbitration Agreement shall survive any termination of the Terms of Service.

Opt-Out Procedures

You can choose to reject this Arbitration Agreement by sending SONATA a written opt-out notice (“Opt-Out Notice”) within thirty (30) days following the date you first agree to these Terms of Service by email at concierge@sonata.health. If you opt-out of the Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with SONATA.

Pre-Arbitration Dispute Resolution

SONATA is interested in resolving disputes amicably and efficiently without the need for a formal legal dispute. In the event of a Dispute and before filing any claim against the other, you and SONATA each agree to send the other party a written notice of Dispute stating (i) the nature and basis of the claim or dispute; (ii) the specific relief sought; and (iii) the name, address, and contact information of the party giving notice (“Notice of Dispute”). You must send any Notice of Dispute by email at concierge@sonata.health. We will send any Notice of Dispute to you at the email address or mailing address we have for you, if any. You and SONATA agree to attempt to resolve any Dispute within sixty (60) days after the Notice of Dispute is received. After the end of that sixty (60) day period and not before, you or SONATA may commence a confidential individual arbitration proceeding as set forth in this Arbitration Agreement. During the arbitration, the amount of any settlement offer made by you or SONATA will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or SONATA is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the JAMS rules and procedures, including any supplementary rules and fee schedules then in effect (“JAMS Rules”), except as modified by this Arbitration Agreement. The JAMS Rules are available at https://www.jamsadr.com/adr-rules-procedures/ or by calling JAMS at 1-800-352-5267.

A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. You can contact JAMS for more information on how to commence an arbitration proceeding at www.jamsadr.com or 1-800-352-5267. Unless you and SONATA agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties (including by remote or telephonic means) with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by JAMS. The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

It is the intent of the parties that the JAMS Rules and the U.S. Federal Arbitration Act (“FAA”) shall preempt all state laws to the fullest extent permitted by law. If the JAMS Rules and the FAA are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of New York, without regard to its choice or conflict of law provisions. If there is any inconsistency between any term of the JAMS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Mass Arbitration

In the event that 20 or more similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, the following additional terms in this paragraph shall apply and the parties shall be deemed to have agreed to the application of JAMS Mass Arbitration Procedures and Guidelines available at https://www.jamsadr.com/mass-arbitration-procedures, as modified by this Arbitration Agreement. JAMS shall: (i) administer the arbitration demands in 20 batches, with the discretion to create additional batches if JAMS finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side as set forth in JAMS Mass Arbitration Procedures Fee Schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of claims. This provision shall in no way be interpreted as authorizing class arbitrations of any kind. SONATA reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this subsection is void or unenforceable for any reason or that an arbitration can proceed on a class basis, or that an arbitration can proceed on a mass arbitration basis without the application of this paragraph, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and SONATA shall be deemed not to have agreed to arbitrate Disputes.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules, unless otherwise provided in this Arbitration Agreement.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid, unenforceable, or void, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, SONATA agrees that if it makes any future change to this Arbitration Agreement (other than a change to our notice address) while you are a user of the Service, you may reject any such change by sending SONATA written notice within thirty (30) calendar days of the date such change became effective, as indicated in the “Last Updated” above, or by not accessing or using the Services. The written notice must be provided by email at concierge@sonata.health. To be effective, your notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting any future change, you are agreeing that you will arbitrate any dispute between you and SONATA in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

You agree that SONATA, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if SONATA believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. SONATA may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that SONATA may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that SONATA and SONATA Affiliates will not be liable to you or any third party for any termination of your access to the Service.

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and SONATA and SONATA Affiliates will have no liability or responsibility with respect thereto. SONATA reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

Except where otherwise prohibited by law, you and SONATA agree that any Dispute, claim, or cause of action arising out of or related to use of the Service or these Terms of Service must be commenced within one (1) year after such claim or cause of action arose or be forever barred.

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and SONATA governing your access and use of the Service, and supersede any prior agreements between you and SONATA with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content, or third-party software. The failure of SONATA to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.

Except as otherwise provided in the Arbitration Agreement, if any provision of these Terms of Service, or a portion thereof, is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should sever the invalid provision or portion and endeavor to give effect to the parties’ intentions as reflected in the provision or portion, and the remainder of these Terms of Service shall remain in full force and effect.

A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

You may not assign these Terms of Service without the prior written consent of SONATA, but SONATA may assign or transfer these Terms of Service, in whole or in part, without restriction.

The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.

SONATA will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond SONATA’s reasonable control.

These Terms of Service will be governed by the laws of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and SONATA submit to the personal and exclusive jurisdiction of the state and federal courts located within Kings County, New York.

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at HealthOS, Inc., concierge@sonata.health

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Please contact us at concierge@sonata.health to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.

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