SSV Holdings

SummaUp Terms & conditions of use

Terms and conditions of use

Among other activities, SummaUp’s services enable coordination and communication with a health care provider.  It does not replace your relationship with any physician. These services might not be appropriate for all medical conditions or concerns.  If you have a medical emergency, immediately call your doctor or dial 911.

Please read these terms and conditions carefully because they set forth the important terms you will need to know about the services.  

You understand that by accessing or using the sites or services, you acknowledge that you have read, understood, and agreed to be legally bound by and comply with these terms of use.  If you do not or cannot agree with any part of these terms of use, you may not use the sites or any services provided on or through the sites.

The terms of use are subject to change as provided herein.

SummaUp’s website, located at www.summaup.com, SummaUp’s mobile applications, and other products and services (collectively, the “Service”), and their respective affiliates are owned and operated by SSV Holdings, LLC and collectively with its subsidiaries, affiliates, successors, and assigns, (“SummaUp”, “Summa”, “StartSumma”, “GetSumma”,“we,” or “us”) and own and operate the websites located at www.summaup.com, www.startsumma.com, and www.ssvholdings.com (collectively, the “Websites,” and collectively with any affiliated mobile application (“App”), the “Sites”).  The Sites are intended to facilitate the provision of the Services to registered users. The “Services” may include (i) providing individuals with information on health care and wellness (“Content”); (ii) providing individuals with access to technology-oriented tools for hormone therapies; (iv) development and gathering of health care records and health care information with retention of the same for use in health care provider appointments, communications, and outside pharmacy services; (v) administrative support in connection with scheduling, payment for health care provider services, and payment for services; and (vi) telecommunications support for using the Services as a means of direct access to health care providers provided by Summa UP LLC and similar affiliated professional entities for communication, consultations, assessments, and treatment by such health care organizations and their providers.

Please read these terms of use (“Terms of Use”) carefully because they set forth the important terms you will need to know about the Service. In these Terms of Use, the terms “you” and “yours” refer to the person using the Service. Use of the Service is governed by these Terms of Use, and by using the Service you agree to abide by these Terms of Use as well as all applicable laws and regulations. If you do not accept and agree to be bound by any of these Terms of Use, you are not authorized to access or otherwise use the Service or any information or Content contained on the Service, as defined in these Terms of Use. Your access to and use of the Service constitutes your acceptance of and agreement to abide by each of these terms and conditions set forth below. If you do not agree with these Terms of Use, do not use the Service.

1. SERVICE DESCRIPTION

The Service provides individuals accessing it with general information on health care and other general content  pertaining to health and wellness topics (“Content”) and access to wellness professionals and facilities offering their services via the Service (the “Practitioners”). The Service contains certain pages, sections, services, and content that are only available to registered members of the SummaUp services, including a means to obtain video-chat or electronic messaging consultations for a range of medical issues by facilitating the connection between you and Practitioners through use of the Service. The Practitioners who deliver services through SummaUp’s Service are independent professionals practicing within a group of independently owned professional practices. We do not practice medicine or any other licensed profession, and do not interfere with the practice of medicine or any other licensed profession by Practitioners, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license. Neither SummaUp nor any third parties who promote the Services or provide you with a link to the Services shall be liable for any professional advice you obtain from a Practitioner via the Services.

IF YOU HAVE A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR DOCTOR OR DIAL 911.

THE SERVICE PROVIDES GENERAL HEALTH AND WELLNESS INFORMATION AND A MEANS TO INTERACT WITH PRACTITIONERS. IT DOES NOT REPLACE YOUR RELATIONSHIP WITH ANY PRACTITIONER OR SERVICE, AND SummaUp, ITSELF, DOES NOT PROVIDE MEDICAL OR HEALTH ADVICE, CARE, DIAGNOSIS, OR TREATMENT. NONE OF THE CONTENT SHOULD BE CONSIDERED MEDICAL ADVICE OR AN ENDORSEMENT, REPRESENTATION OR WARRANTY THAT ANY PARTICULAR MEDICATION OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU

2. ELIGIBILITY

In order to qualify to use the Services, the following must be true:

You are age 18 or over. You are located in a State Where We Operate (depending on the type of Services). You agree to be legally bound by and comply with these Terms of Use. You understand and agree that satisfying the above requirements does not guarantee that you will receive Services through SummaUp.  In addition to the above requirements, SummaUp and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

3. MESSAGING

SummaUp is offering a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Terms and Conditions and Privacy Policy (the “Agreement”).  By opting in to or participating in any of our Programs, you accept and agree to these terms and conditions, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in the “Dispute Resolution” section below.  This Agreement is limited to the Program and is not intended to modify other Terms and Conditions or Privacy Policy that may govern the relationship between you and Us in other contexts.

User Opt In: The Program allows Users to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program.  By participating in the Program, you agree to receive autodialed or prerecorded marketing mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Us. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”).  Message and data rates may apply. ?

User Opt Out:  If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Us in order to opt out of the Program.  You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

Duty to Notify and Indemnify:  If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number.  You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying Us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number.  This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs.

YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

Program Description: Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the marketing and sale of personal care products or other ecommerce products. 

Cost and Frequency: Message and data rates may apply. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.

Support Instructions: For support regarding the Program, text “HELP” to the number you received messages from or email us at support@SummaUp.com.  Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.

MMS Disclosure: The Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.

Our Disclaimer of Warranty: The Program is offered on an "as-is" basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. T-Mobile is not liable for delayed or undelivered mobile messages.

Participant Requirements:  You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.

Age Restriction:  You may not use of engage with the Platform if you are under thirteen (13) years of age.  If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so.  By using or engaging with the Platform, you acknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18) and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction.  By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.

Prohibited Content:  You acknowledge and agree to not send any prohibited content over the Platform.  Prohibited content includes:

-   Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;

-   Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;

-   Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;

-   Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;

-   Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and

-   Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.

Dispute Resolution: In the event that there is a dispute, claim, or controversy between you and Us, or between you and Stodge, LLC d/b/a Postscript or any other third-party service provider acting on Our behalf to transmit the mobile messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in Cincinnati, Ohio before one arbitrator.

The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of Cincinnati, Ohio, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute.  If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision.  The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction.  If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.

Miscellaneous: You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time. Any updates to this Agreement shall be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.

4. SPECIAL CONSENT TO TELEHEALTH SERVICES

Telemedicine involves the delivery of health care services using electronic communications, information technology, or other means between a health care provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up and/or related patient education, and may include, but is not limited to: Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider; Interactions between a patient and health care provider via audio, video, and/or data communications; and Use of output data from medical devices, sound, and video files. The electronic systems used in the Services will incorporate network and software security protocols to protect the privacy and security of health information and imaging data, and will include measures to safeguard the data to ensure its integrity against intentional or unintentional corruption. Please see our Consent to Telehealth section for a description of the risks and benefits of telemedicine. The Consent to Telehealth is hereby incorporated into these Terms of Use by reference and constitutes a part of these Terms of Use.

5. Availability of Services

SummaUp and affiliates operate subject to state and federal regulations, and the Services may not be available in your state. You represent that you are not a person barred from enrolling for and/or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Site and/or the Services is limited exclusively to users located in States within the United States where the Services are available. Services are not available to users located outside the United States. Accessing the Site or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.

6. Typographical Errors and Incorrect Pricing

In the event a Service is listed at an incorrect price due to typographical error or error in pricing information received from a third party, we shall have the right to refuse or cancel any orders placed for the Service(s) listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the charge.

7. CAN-SPAM Act and Telephone

SummaUp and affiliates are committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAM-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages from us as set forth in Section 7, above (“Consent to Receive Calls and Text Messages”). Emails, newsletters, and text messages received from us are intended to fully comply with the CAM-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at the address listed below under the section “How to Contact Us.”

You shall not use or permit any of your employees, agents, or affiliates to market, promote, or solicit SummaUp and affiliates products or services in ways that would violate the CAN-SPAM ACT, the TCPA or any other laws. You shall not infringe on the rights of others; distribute chain letters or unsolicited bulk electronic mail (“spamming”); propagate computer worms or viruses; use a false identity; attempt to gain unauthorized entry to any site or network; or infringe copyrights, trademarks, or other intellectual property rights.

You further agree to comply with U.S. export laws concerning the transmission of technical data and regulated materials via the Internet. You agree to indemnify and hold SummaUp and affiliates harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold SummaUp and its Affiliates harmless against and from losses, damages, costs, and reasonable attorney fees incurred in defending or resolving any suits brought against SummaUp or any of its Affiliates by anyone arising out of any alleged violation of any anti-spamming rules, regulations, laws, statutes. Your Account will be terminated for any of the above infractions.

8. Risks of Telehealth Services

By using the Services, you acknowledge the potential risks associated with telehealth services. These include but are not limited to the following: information transmitted may not be sufficient (e.g. poor resolution of images) to allow for appropriate medical or health care decision making by the Provider; delays in evaluation or treatment could occur due to failures of electronic equipment; a lack of access to your medical records may result in adverse drug interactions or allergic reactions or other judgment errors; although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail causing a breach of privacy of your health information.

9. Prescription Policy

Neither SummaUp nor affiliates endorse any specific medication, pharmacy, or pharmacologic product. If a Provider prescribes a medication, he/she will limit supply based upon state regulations and will only prescribe a medication as determined in his/her own discretion and professional judgment. There is no guarantee a prescription will be written. Providers may choose not to prescribe DEA controlled substances or scheduled medications, or certain other drugs which may be harmful because of their potential for abuse. Providers reserve the right to deny care for actual or potential misuse of the Services in accordance with applicable federal law and state laws including 21 U.S.C. § 829; 21 U.S.C. § 802; 42 C.F.R. § 410.78(a)(3);21. U.S.C. 822 (e)(1), 21 C.F.R. § 1301.12;  SEC. 3232. REGULATIONS RELATING TO A SPECIAL REGISTRATION FOR TELEMEDICINE. Section 311(h)(2) of the Controlled Substances Act (21 U.S.C. 831(h)(2); and applicable state medical boards, 

You agree that any prescriptions that you acquire from a Provider will be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription. SummaUp and affiliates  fully honor patient freedom of choice and, if you receive a prescription for a medication, you always have the option to instruct affiliates to transmit that prescription to the pharmacy of your choice.

You give us consent to send and disclose to outside pharmacies all information provided by you, health care records, and other applicable health care information and personal information (such as your name, location and demographic information) so that you may receive services from an external vendor.

10. PRIVACY POLICY

SummaUp understands the importance of confidentiality and privacy regarding your health information. Please see our Privacy Policy at www.SummaUp.com/privacy for a description of how we may collect and use your personal information and for a description of how we may collect and use your personal information, and (2) the applicable to similar affiliated professional entities for a description of how these entities may use and disclose your medical information and how you may access that information.  The Privacy Policy are hereby incorporated into these Terms of Use by reference and constitute a part of these Terms of Use

The Privacy Policy is hereby incorporated into these Terms of Use by reference and constitutes a part of these Terms of Use. 

11. Electronic Communications

When you use the Site or Services, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. SummaUp and SummaUp Affliates may contact you by telephone, mail, or email to verify your account information. SummaUp and SummaUp Affliates may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Site and the Services until you provide the information to us as requested.

12. Consent to Receive Calls

By providing your phone number, you are agreeing to be contacted by or on behalf of SummaUp and SummaUp Affliates at the number you have provided, including calls, to receive informational, Services related (e.g., progress tracking, prescription fulfillment, appointment reminders, etc.) and marketing communications relating to the Site and Services. You can opt-out of receiving further calls from us by emailing us at support@summaup.com with the subject line 'OPT OUT' and your telephone number. Please note, that by withdrawing your consent, some Site features and certain Services may no longer be available to you.

Ownership of the Site and Related Materials; Additional Restrictions

All pages within this Site and any material made available for download are the property of SummaUp, or its licensors or suppliers, as applicable. The Site is protected by United States and international copyright and trademark laws.

Subject to these Terms of Use and the payment of all applicable fees, SummaUp grants you a revocable, nontransferable (except as provided below), personal, nonexclusive license to use the object code version of the Site. All rights not expressly granted to you in these Terms of Use are reserved and retained by SummaUp or its licensors, suppliers, publishers, rights holders, or other content providers. Neither the Site and Services, nor any part of the Site and Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of SummaUp. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of SummaUp without express written consent. You may not use any meta tags or any other "hidden text" utilizing SummaUp’s name or trademarks without the express written consent of SummaUp. You may not misuse the Site or Services. You may use the Site and Services only as permitted by law. The content of the Site, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Site may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by SummaUp. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, content or other proprietary information (including; images, text, page layout, or form) of SummaUp without our express written consent.

13. No Users Under 18 Years Old

The Site and Services are only for users of the age of 18. If you are under the age of 18, please do not attempt to register with us at this Site or provide any personal information about yourself to us. If we learn that we have collected personal information from someone under the age of 18, we will promptly delete that information. If you believe we have collected personal information from someone under the age of 18, please email support@summaup.com or call us at 415-891-1090

14. YOUR RELATIONSHIP WITH SUMMAUP

SummaUp does not provide any medical services, including via the Sites and Services. Rather, SummaUp provides a technology platform for you to access a health care provider employed or contracted with SummaUp or similar affiliated professional entities and obtain access to additional information, which you may or may not choose to utilize in planning your health care and wellness. The health and wellness resources made available through our Services are not a substitute for direct in-person health care services in all cases. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and the health care provider. You understand that by coordinating and in certain cases consulting with a SummaUp or affiliate health care provider through the Services, you are not entering into a provider-patient relationship with SummaUp By accepting the Terms of Use, you agree and consent to SummaUp, SummaUp affiliates, or health care providers sending you disclosures, notices, messages, reports, and other communications. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold us or any SummaUp affiliate liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or for your failure to comply with any treatment recommendations contained in these communications. SummaUp is not an internet pharmacy and does not dispense, ship, or distribute medications from our facilities or web sites. Any and all medication prescribed by our doctors and/or associated medical associates for medical treatment will be dispensed from a US FDA approved pharmacy. All patients are required to fulfill and follow all of the medical instructions and procedures prescribed by doctors and contact us immediately if they have any problems, questions, or concerns. Patients whom are found to have submitted fraudulent information will be terminated from any health program offered by SummaUp or any of its affiliates. Any medication prescribed is only for the use of the patient and is not to be transferred, distributed, modified, or used by any other party.

15. Supplemental Terms Applicable to Providers

These supplemental terms apply to Providers in addition the other provisions of these Terms of Use. In the event of a conflict between the supplemental terms and any other terms herein, the supplemental terms shall prevail.

To be a healthcare provider using the Site (“Provider” or “you”) you must be a licensed physician, nurse practitioner, or healthcare professional contracted or employed by SummaUp Affliates, and must agree to comply with all laws, medical board rules and other rules and regulations applicable to you as a Provider or otherwise. Your relationship with the SummaUp users (including your SummaUp Affliates patients) is directly between you and the patient. The patient will never have a physician-patient relationship with SummaUp. SummaUp does not practice medicine and offers no medical services. As set forth more fully below, Provider is solely responsible for all agreements, consents, notices and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Provider and SummaUp Affliates is solely responsible for all billings and collections from patients and other consumers, and SummaUp shall have no liability whatsoever to Provider with respect to any amounts owed by any patient or other consumer to Provider.

SummaUp does not provide any medical advice, legal advice, or representations in any way regarding any legal or medical issues associated with Provider, goods or services offered by Provider, including but not limited any compliance obligations or steps necessary to comply with any state or federal laws and regulations. Provider should seek legal counsel regarding any legal and compliance issues, and should not rely on any materials or content associated with the Services in determining Provider’s compliance obligations under law. Provider and SummaUp agree that SummaUp is not providing, to Customer or anyone else, medical advice or legal advice.

Provider will use the Site and Services only in accordance with applicable standards of good medical practice. While software products such as the Site and Services can facilitate and improve the quality of service that Provider can offer patients, many factors, including the provider/patient relationship can affect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. Provider shall be solely responsible for its use of the Site and Services, and the provision of medical services to Provider’s patients. In this regard, Provider releases SummaUp and waives any and all potential claims against SummaUp as a result of Provider’s use of the Site and Services, and the provision of services to Provider’s patients.

As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to defend, indemnify and hold SummaUp harmless from any claim by or on behalf of any patient of Provider, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against SummaUp, regardless of the cause if such claim arises for any reason whatsoever, out of Provider’s use or operation of the Site and Services. To the extent applicable, Provider will obtain SummaUp’s prior written consent to any settlement or judgment in which Provider agrees to any finding of fault of SummaUp or defect in the Site or Services. SummaUp will promptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with the information reasonably required for the defense of the same, and grant to Provider exclusive control over its defense and settlement.

If you submit, upload, transmit, or post any consents, notices, advice, recommendations, comments, files, videos, images or other materials to us or our Site (“Provider Content”) or provide any Provider Content to patients or other consumers, you agree not to provide any Provider Content that (1) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. Provider is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers. You agree not to contact other users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to SummaUp that you have the legal right and authorization to upload all Provider Content at the Site. SummaUp shall have a royalty-free, irrevocable, transferable right and license to use the Provider Content however SummaUp desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such Provider Content and/or incorporate such Provider Content into any form, medium or technology throughout the world. SummaUp is and shall be under no obligation (1) to maintain any Provider Content in confidence; (2) to pay to you any compensation for any Provider Content; or (3) to respond to any Provider Content.

SummaUp does not regularly review Provider Content, but does reserve the right (but not the obligation) to monitor and edit or remove any Provider Content submitted to the Site. You grant SummaUp the right to use the name that you submit in connection with any Provider Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Provider Content. You are and shall remain solely responsible for the content of any Provider Content you post to the Site or provide to patients or other consumers. SummaUp and its affiliates take no responsibility and assume no liability for any Provider Content submitted by you or any third party.

16. User Information

If you submit, upload, post or transmit any health information, medical history, conditions, problems, symptoms, personal information consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images or other materials to us or our Site (“User Information”), you agree not to provide any User Information that (1) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. You agree not to contact other site users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to SummaUp and SummaUp Affliates that you have the legal right and authorization to provide all User Information to SummaUp and SummaUp Affliates for use as set forth herein and required by SummaUp and the SummaUp Affliates Provider.

SummaUp and/or SummaUp Affliates may de-identify your information such that it is no longer considered protected health information or personally identifiable information. SummaUp and/or SummaUp Affliates may disclose, aggregate, sell, or otherwise use such de-identified information to third parties for analytics, research, or other purposes.

You agree not to (i) access the Site or use the Services in any unlawful way or for any unlawful purpose; (ii) post or transmit (a) a message under a false name, or (b) any data, materials, content, or information (including, without limitation, advice, and recommendations) (collectively “Information”) which is (1) libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or (2) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programing or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Site or the Services, personal information, software, equipment, servers, or Information or facilitate or promote hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Site or the Services; (v) use robots or scripts with the Site; (vi) attempt to reverse engine, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by this Site; (vii) to have any antivirus or antispyware software running that is set to override the internet browser’s cookies setting; (viii) incorrectly identify the sender of any message transmitted to SummaUp. You may not alter the attribution or origin of electronic mail, messages, or posting; (ix) harvest or collect PHI about any other individual who uses the Site or the Services; (x) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties.

You agree to defend, indemnify, and hold harmless SummaUp, SummaUp Affliates, and the Providers from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by us arising out of any User Information you upload to or transmit through the Site.

17. Discount Codes

From time to time, we may offer qualified consumers “discount codes”, “promotional codes”, “promo codes”, or “offer codes” through a variety of promotional activities and communications (collectively referred to herein as “offer codes”) that are redeemable towards a purchase on the Site, subject to certain exclusions or any other restrictions as may be determined and communicated by us. Only valid offer codes provided or promoted by SummaUp will be honored at checkout. Codes supplied or promoted by third-parties unauthorized by us (including any unauthorized third party websites) will not be considered valid. Each offer code provided by us is non-transferable and valid for single use on an item (or items) of merchandise as determined by us. Offer codes may not be combined and customers are limited to the use of a single offer code per order. For online purchases, the code must be entered in the ‘offer code’ field prior to checkout. We are not responsible for lost, stolen or corrupted codes or any unauthorized use of codes. Offer codes cannot be redeemed for cash or any cash equivalent; no substitutions or credits allowed. The dollar value of any offer code will not be refunded or credited back if any or all of the merchandise is returned. Expiry dates may apply to each offer code. Offer codes are void if copied, transferred, sold, exchanged or expired, and where prohibited. Requests not complying with all offer code requirements will not be honored. Sponsors. From time to time, we may also engage spokespeople, influencers, bloggers, or other individuals or entities who have been compensated or incentivized to speak on behalf of the brand. When you receive an offer code via a third-party source, such as a television or radio show host, please note that such individuals may have been compensated by us for their statements.

18. Creative Ideas

We appreciate hearing from the public and welcome your comments regarding the Site. If you send us creative ideas, suggestions, inventions, or materials (“Creative Ideas”), we will (a) own, exclusively, all now known or later discovered rights to the Creative Ideas; (b) not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Creative Ideas; and (c) be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

19. Reviews

From time to time, we may allow you to post reviews, comments, photos, or similar materials on the Site (collectively, “Reviews”). You agree that any Reviews you submit must not harass, slander, malign, libel, defame, threaten, or otherwise violate any rights of any third-parties and must not include any profanity, obscene, indecent, pornographic, defamatory or unlawful material.By posting a Review on the Site or submitting one to us in any way, you hereby grant us an unrestricted, assignable, sublicensable, perpetual, royalty-free, fully paid up license throughout the world to reproduce, distribute, publicly display, transmit, communicate to the public, publicly perform on a through-to-the-audience basis, create derivative works from, and otherwise use and exploit (collectively, “Use”) your Review, for any purpose whatsoever, including promotion of the Site. You further grant us a royalty-free license to Use the name, image, and likeness of any person identifiable in any Review you provide. By posting or submitting a Review, you waive any and all rights of publicity, privacy or any other rights of a similar nature. You represent, warrant, and covenant that (i) you either are the sole and exclusive owner of the Review that you post to the Site, or you have all rights, licenses, consents, and releases that are necessary to grant to us the rights in your Review as contemplated under these Terms, and (ii) the Review you submit does not (A) infringe, misappropriate or violate the rights of any party or entity, including a third party’s patent, copyright, trademark, trade secret, moral rights, rights of publicity, rights of privacy or other intellectual property or proprietary rights, (B) constitute or result in defamation, libel, slander, or the violation of any applicable law or regulation (including, without limitation, restrictions on obscenity, child pornography, wiretap laws or other similar restrictions on nonconsensual recording, or otherwise), or (C) require us to obtain any licenses from or make any payments in any amounts to any third party throughout the world.No Objectionable Content. You agree not to submit Reviews that: (i) are or could be interpreted to be infringing, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism, or hatred,; or (ii) introduce viruses, time-bombs, worms, Trojan Horses and/or other harmful or malicious code.Monitoring. We have no obligation to monitor this Site or any portion thereof. However, we reserve the right to review any Reviews and remove, delete, redact or otherwise modify such Reviews, in our sole discretion, at any time and from time to time, without notice or further obligation to you. We have no obligation to display or post any Reviews, including your Review. Subject to our Privacy Policy, we reserve the right to disclose, at any time and from time to time, any information or posted content that we deem necessary or appropriate, including without limitation to satisfy any applicable, law, regulation, contractual obligation, legal, dispute process, or governmental request.

20. Testimonials Disclaimer

Testimonials found at summaup.com and/or other websites owned by SummaUp are unverified results that have been forwarded to us by users of our programs, and may not reflect the typical purchaser's experience (as are described above,) may not apply to the average person and are not intended to represent or guarantee that anyone will achieve the same or similar results. If we have disclosed typical results based on information provided to us by a manufacturer or other reputable third party source, you should presume that the typical results as stated are more reliable than the testimonials and other examples found at summaup.com and/or from SummaUp. However, you should always perform due diligence and not take such results at face value. We are not responsible for any errors or omissions in typical results information supplied to us by manufacturers or other reputable third parties. If a product or service is new, you understand that it may not have been available for purchase long enough to provide an accurate results history. Again, it is possible that even with perfect use of the program, you will not achieve the results described in testimonials. They are meant to be a showcase of the best results the program has produced, and should not be taken as the results a typical user will get.

21. Medical Disclaimer

You understand you should consult a physician before beginning any OFFERINGS, SOLUTIONS, SERVICES, PROTOCOL, COACHING, VIDEO, CONTINUING EDUCATION, MEDIA AND PRODUCTS, EXERCISE OR NUTRITION PROGRAM, including anything found at SummaUp. You fully assume all risks from any exercise or nutrition program you voluntarily participate in from SummaUp and I release SummaUp and affiliates from all legal liability. You understand that exercise programs by their nature carry a risk of injury and bodily harm. You understand that using the exercises the SummaUp recommends in videos can greatly reduce the risk of injury, but as with any exercise program, the risk of injury can never be totally eliminated.

22. Earnings Disclaimer

With everything we do on all of our Sites, we have taken the utmost effort to ensure that we have accurately represented the ability of our programs, videos, Sites, and newsletters to improve your life and health. However, we, unfortunately, cannot guarantee that you will get any results such as improving energy, reducing stress, or losing weight by using any of our ideas, tools, strategies, or recommendations. We don’t believe in “get rich” or “lose fifty pounds overnight” type programs, and nothing on any of our Sites represents a promise of guaranteed results or earnings. In reality, your success in creating lasting health and creating weight loss is dependent upon a myriad of factors—including but not limited to your dedication, commitment, knowledge, and abilities. We hold the belief that your results in life are ultimately up to you, and our sole intention is to help by providing amazing content, direction, and strategies that have to potential to move you forward in your health and wellness. Nothing on this page or any of our websites is a promise or guarantee of results or future health improvements or earnings, and we do not offer any medical, nutritional legal, tax, or other professional advice from our sites alone. Any forward-looking statements outlined on our Sites are simply our opinion based on our experience, and thus are not guarantees or promises for actual performance.

23. Weight Loss Disclaimer 

Due to recent statements from the FTC, it is required that we identify what a typical result is.  The truth: most people never do anything with the products they buy, so most of the time, their typical results are zero. The biggest factor is you.  There is no such thing as a weight loss golden ticket. Commit to investing your health, establish the behaviors and baselines that will make you successful, and only then will you see results with your body.

24. Eligibility; Site Access, Security and Restrictions; Passwords

In order to access the Site and the Services, you represent and warrant that you are older than 18 years old. You agree to fully, accurately, and truthfully create your SummaUp Account (“Account”), including but not limited to your name, mailing address, phone number, email address, and password, which become your SummaUp ID and credentials. The SummaUp ID and/or credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your SummaUp ID and/or credentials, and for all activities that occur under such SummaUp ID and/or credentials. You agree to prohibit anyone else from using your SummaUp ID and/or credentials and agree to immediately notify SummaUp of any actual or suspected unauthorized use of your SummaUp ID and/or credentials or other security concerns of which you become aware. Your access to the Site may be revoked by SummaUp at any time with or without cause. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Site or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.

You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site. Violations of system or network security may result in civil or criminal liability. SummaUp will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.

25. CONSULTATIVE SERVICE

In some cases, a SummaUp. or affiliated health care provider may use the Services to provide advice or treatment to you. A health care provider consulting with you through the Services may not have the benefit of information that would be obtained by examining you in person and observing your physical condition, in each instance. Therefore, the health care provider may not be aware of facts or information that may affect his or her opinion regarding a potential diagnosis or treatment recommendation. To reduce the risk to you of this limitation, SummaUp strongly encourages you to provide all relevant information and discuss any and all diagnosis and treatment options with a health care provider. Moreover, a health care provider utilizing SummaUpmay be limited by state law in prescribing certain medications to you without first conducting an in-person physical examination. By deciding to engage the Services, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that: (i) any diagnosis you may receive is limited and, in some cases, provisional; (ii) the health care services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a health care provider; (iii) a health care provider acting through the Services may not have important information that is usually obtained through a “hands-on” physical examination; and (iv) the absence of a physical examination may affect the health care provider’s ability to diagnose any potential condition, disease or injury. For more information regarding the health care services offered by health care providers utilizing the Services, please visit summaup.com. 

26. ACCOUNTS AND REGISTRATION

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, including information like your name, gender, date of birth, allergies, medical history, and insurance. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, if any, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@summaup.com.

27.  INDEPENDENCE OF PRACTITIONERS

The professionals utilizing or featured on the Service are subscribers to and licensees of the Service and not employees of SummaUp. Any opinions, advice, or information expressed by a health care facility, professional or specialist using or featured on the Service are of the facility, professional or specialist alone. They do not reflect the opinions of SummaUp. SummaUp does not recommend or endorse any specific tests, providers, products, procedures, medications, devices, opinions, or other information that may be mentioned on the Service or by a licensee of SummaUp.

The inclusion of Practitioners on the Service or in any professional directory located on the Service does not imply recommendation or endorsement of such Practitioner nor is such information intended as a tool for verifying the credentials, qualifications, or abilities of any Practitioner contained therein.

Such information is provided on an “as-is” basis and SummaUp disclaims all warranties, either express or implied, including but not limited to the implied warranties of merchantability and fitness for particular purpose. SummaUp shall in no event be liable to you or to anyone for any decision made or action taken by any party (including, without limitation, any Service user) in reliance on information about Practitioners on the Service. The use of the Service by any entity or individual to verify the credentials of Practitioners is prohibited.

28. Security

You must exercise caution, good sense, and sound judgment in using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. SummaUp may investigate any alleged or suspected violations and if a criminal violation is suspected, SummaUp will cooperate with law enforcement agencies in their investigations.

29. BINDING ARBITRATION / CLASS WAIVER NOTICE.

Except for certain kinds of disputes as described below, you agree that disputes arising under these Terms of Use will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS OF USE, YOU AND SummaUp ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See the section titled “Dispute Resolution and Arbitration”). You and SummaUp agree that all disputes, controversies and claims related to these Terms of Use, the Platform, the Content, any other part of the Service and/or any other item or service provided by SummaUp (each a "Claim"), shall be finally and exclusively resolved by binding arbitration as described in this Section, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. YOU EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND SummaUp ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO SummaUp, THE PLATFORM, THE CONTENT OR ANY OTHER PART OF THE SERVICE, OR ANY OTHER SummaUp GOODS OR SERVICES, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THESE TERMS OF USE (COLLECTIVELY "DISPUTES"), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION ("AAA"), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA'S COMMERCIAL ARBITRATION RULES AND, IF THE ARBITRATOR DEEMS THEM APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY "RULES AND PROCEDURES"). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT. Payment of arbitration costs will be governed by the AAA’s fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case SummaUp will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. SummaUp also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses. The arbitration shall be conducted in Little Rock, Arkansas, except that, in the event Little Rock, Arkansas,  is not within 3000 miles of your residence, the arbitration may be conducted within 3000 miles of your residence, unless the parties agree otherwise in writing. The arbitrator’s award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website www.adr.org. Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and/or (c) any claim for equitable relief; then you and SummaUp agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in Little Rock, Arkansas, and both parties consent to exclusive jurisdiction and venue in such courts. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration. To the fullest extent permissible under applicable law, all Disputes shall be resolved by binding confidential arbitration on an individual basis. You expressly agree that no other Disputes shall be consolidated or joined with your Dispute, whether through class arbitration proceedings or otherwise. THE PARTIES AGREE THAT THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES, THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL, AND NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.YOU AGREE TO ARBITRATION. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

30. NOTICE OF ARBITRATION; PROCESS.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). SummaUp’s address for Notice is: Summa Up LLC., 17200 Chenal Parkway, Suite 300-352, Little Rock, AR 72223. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or SummaUp may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or SummaUp must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by SummaUp in settlement of the dispute prior to the award, SummaUp will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii)$10,000.

31. NO CLASS ACTIONS

YOU AND SummaUp AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SummaUp agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

32. MODIFICATIONS TO THIS ARBITRATION PROVISION.

If SummaUp makes any future change to this arbitration provision, other than a change to SummaUp’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to SummaUp’s address for Notice of Arbitration, in which case your account with SummaUp will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

33. ENFORCEABILITY.

If the Section titled “No Class Actions” is found to be unenforceable or if the entirety of this Section titled “Dispute Resolution and Arbitration=” is found to be unenforceable, then the entirety of this Dispute Resolution and Arbitration Section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in the section titled “Governing Law; Venue; Severability of Provisions” will govern any action arising out of or related to these Terms of Use.

34.  NO AGENCY RELATIONSHIP

Neither these Terms of Use, nor any Content, materials or features of the Service create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

35. REMEDIES.

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

36. Assignment.

You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void. SummaUp may, in its discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of SummaUp is transferred to another entity by way of merger, sale of its assets or otherwise.

37. 

38. LIMITED LICENSE AND SITE ACCESS; ALL RIGHTS RESERVED 

We grant you the limited license (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) to access and make personal use of the Service. Except as expressly authorized in the preceding sentence, you may not  download (other than for page caching) or modify the Service, or any portion of it, except with our express written consent. This license does not include: any resale or commercial use of the Service or the Content; any derivative use of the Service or the Content; or any use of data mining, robots, or similar data gathering and extraction tools. Neither this Service nor any portion of the Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or proprietary information (including images, text, page layout, or form) of SummaUp without our express written consent. You may not use any meta-tags or any other “hidden text” containing our trademarks or service marks without our express written consent. We (or the respective third-party owners of Content) retain all right, title, and interest in the Service and any Content and features offered on the Service, including any and all intellectual property rights. We (or the respective third-party owners of Content) reserve all rights not expressly granted herein. Any unauthorized use terminates the foregoing licenses and permissions.

39. INTELLECTUAL PROPERTY RIGHTS

Except as otherwise expressly stated, all Content appearing on the Service is the copyrighted work of SummaUp or its third-party content providers and is protected by U.S. and international copyright laws. The compilation (meaning the selection, coordination, and arrangement) of the Service is also the exclusive property of SummaUp and is protected by U.S. and international copyright laws.

Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from Service Site, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of SummaUp or any applicable third-party suppliers. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by SummaUp. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. SummaUp does not warrant or represent that your use of Content or any other materials displayed on the Service will not infringe rights of third parties. Your use of any of the Content beyond the scope of personal use may require a license from the owner of the rights to the data with respect to the use of portrait right, trademark, copyright, design right, right of utilization or any other rights of the persons, products or landscape portrayed in the provided Content. SummaUp is not responsible for any claims of ownership rights to any images or data against you. To the fullest extent permitted by law, you will indemnify, defend and hold harmless SummaUp from and against any losses or claims, by an owner of data or image rights or any third party resulting from any violation of these Terms of Use.

Certain trademarks on the Service are the service marks and trademarks of SummaUp or its licensees. The domain name for the Service, the SummaUp logo and elements of the design of the Site are service marks, trademarks, logos, and/or trade dress of SummaUp. All other trademarks, service marks, trade dress, product names, company names or logos, whether registered or not, on the Service are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from the Service without the prior written authorization of SummaUp.

Permission for all other uses of Content, service marks, trademarks, logos, trade dress or other intellectual property contained herein, including reproducing and distributing multiple copies or using Content, service marks, trademarks, logos, trade dress or other intellectual property on any other website or networked computer or linking to any page at the Service, must be obtained from SummaUp or the appropriate rights owner in advance; otherwise, such use is prohibited. Requests for such authorization from SummaUp should be submitted via an email to support@summaup.com. All design rights, databases and compilation and other intellectual property rights associated with the Service, in each case whether registered or unregistered, and related goodwill, are proprietary to SummaUp.

40. OUR RIGHT TO USE USER-PROVIDED CONTENT

We may, in our sole discretion, permit you to post or submit content and other materials through the Service (collectively, “User-Provided Content”). You grant us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such User-Provided Content, in whole or in part, in any manner or medium (whether now known or hereafter developed), for the purpose of providing the Service to you.  Also, you grant us, and anyone authorized by us, the right to identify you as the author of any User-Provided Content submitted by you. You will not receive any compensation of any kind for the use of any User-Provided Content submitted by you.

For forums & membership areas, we define “forum” as any message board, chat room, or interactive service appearing on any of our Sites—including both public boards and private folders. We define “Membership Areas” as any interactive service, message board, or chat room that is private to only paying customers. To use any of our Forums or Membership Areas, you must register in accordance with instructions that you will find on the Sites in order to contribute. You are never permitted to post or send to any other forum user or staff any material that is abusive, vulgar, threatening, harassing, libelous, defamatory, obscene, invades a person’s privacy, violates any intellectual property right, or that violates any law. You may also not use the forums in any commercial manner—including but not limited to soliciting funds or advertising goods or services. Although we do our best to control for posted material, we are not responsible for screening material posted that contain libel, obscenity, invasion of privacy, copyright or trademark infringement. We also reserve the right to edit materials for any other reason, and whether or not we modify or remove such materials, the user remains solely responsible for the content of their messages and postings. We reserve the right to suspend or terminate the registration of any forum user or general user who violates any of these terms of use of use. The right to suspend or terminate accounts also extends to any of the forum member guidelines or for any other behavior that we in our discretion believe is inappropriate. Additionally, you warrant that any “moral rights” in posted materials have been waived. Under no circumstances are you entitled to any compensation for any materials you may post on the Sites. By posting on any of the Sites, you also grant us perpetual, non-exclusive right to use your questions, comments, and postings in their original or edited forms in any way—including but not limited to television programs, books, articles, commentaries, or other medium that will be developed into the future.

You acknowledge that we only act as a passive conduit for the distribution of the User-Provided Content and are not responsible or liable to you or to any third party for the content or accuracy of the User-Provided Content. You understand that we have no obligation to monitor any areas of the Service through which users can post User-Provided Content. However, we reserve the right at all times, in our sole discretion, to screen User-Provided Content and to edit, move, delete, and/or refuse to accept any User-Provided Content that in our judgment violates this Agreement or is otherwise unacceptable or inappropriate, whether for legal or other reasons.

Any use by you of the User-Provided Content is entirely at your own risk. You represent and warrant that any User-Provided Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or publicity rights and does not contain any defamatory or disparaging statements. Furthermore, you represent and warrant that you have the right to grant the license described above.

In the event of a conflict between the provisions of this Section and any other term in these Terms of Use, the provisions of this Section will control.

41. INTELLECTUAL PROPERTY RIGHTS

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT

SummaUp respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and SummaUp asks our users to do the same. SummaUp therefore employs measures to prevent copyright and other intellectual property infringement on the Site. Pursuant to Title 17, United States Code, Section 512(c)(2), if you believe that your work has been copied in a way that constitutes copyright or other intellectual property infringement, please send a written notification of the claimed copyright or other intellectual property infringement to the following Designated Agent:

Copyright Officer

Summa Up, LLC 

17200 Chenal Parkway, 

Suite 300-352, 

Little Rock, AR 72223

Phone: 415-891-1090

Email: support@summaup.com

Under Title 17, United States Code, Section 512(c)(3)(A), to be effective the notification must include substantially the following information:

? A physical or electronic signature of the 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 on the Service are covered by the notice, a representative list of such works;

? Identification of the material that you claim is 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 SummaUp to locate the material;

? Information reasonably sufficient to permit SummaUp to contact you, such as your name, 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 other intellectual property owner, its agent, or the law; and

? A statement by you that the notification is accurate, and under penalty of perjury, that you are the copyright or other intellectual property owner or authorized to act on the copyright or other intellectual property owner’s behalf.

Do not send any inquiries unrelated to copyright or other intellectual property infringements to the contact listed above.

42. REPEAT INFRINGERS.

We will promptly terminate without notice the accounts of users that are determined by us to be “repeat infringers.” A repeat infringer is a user who has been notified of infringing activity more than twice or has had User-Provided Content removed from the Service more than twice.

43. OWNERSHIP OF SITE CONTENT

As between SummaUp and you, SummaUp is the sole and exclusive owner of all right, title and interest in and to the Sites and their content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel), other Content, and all intellectual property rights therein, and any suggestions, ideas or other feedback provided by you.  You are not permitted to reproduce, publish, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the material on our Sites except as generally and ordinarily permitted through the Sites according to these Terms of Use. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Sites or Content shall be owned solely and exclusively by SummaUp or its licensors, including all intellectual property rights therein.  You may not access or use for any commercial purposes any part of the Sites or Content.

44. Copyright

All content included on this Site, including images, illustrations, designs, icons, photographs, video clips, text, reviews, and other materials (collectively, the “Content”) is the property of SummaUp or its licensors, partners or affiliates and is protected by United States and international copyright laws. Unauthorized use of any Content or materials on this Site is strictly prohibited and may violate copyright and trademark laws. If you wish to use any Content, you need the express written permission of SummaUp. To inquire about obtaining authorization to use the materials or content on this Site, please contact us at 

45. TRADEMARKS

All trademarks, names, logos, service marks, trade names (collectively the “Marks”) that appear on this Site are proprietary to SummaUp, or the other respective owners of such Marks. Certain names, logos, and other materials displayed in and through the Sites may constitute trademarks, trade names, service marks or logos (“Marks”) of SummaUp or its affiliates.  You are not authorized to use any such Marks without the express written permission of SummaUp. Ownership of all such Marks and the goodwill associated therewith remains with us or our affiliates. You may not display or reproduce the Marks in any manner without the prior written consent of SummaUp, and you may not remove or otherwise modify in any manner any trademark notices from any content offered or received through the Site.

46.  No Third Party Rights

Unless expressly stated in the Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, SummaUp, SummaUp Affliates, and their affiliates. Nothing in the Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you, SummaUp, SummaUp Affliates, and its affiliates, nor shall any provision give any third parties any right of subrogation or action over against you, SummaUp, SummaUp Affliates, and its affiliates.

47. LINKS TO THIRD-PARTY HYPERLINKS AND WEBSITES

The Sites may contain hyperlinks or references to other websites (“Linked Sites”) operated by third parties.  The Linked Sites may not be under our control, therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site.  We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement of the Linked Site or any association with its operators. Your use of these Linked Sites is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.

You may have arrived to the Sites through a Linked Site, including a Linked Site controlled by a parent, subsidiary or affiliate of SummaUp.  You understand and agree that we are not responsible for the information, products or services described on those Linked Sites and only these Terms of Use will apply to your use of or access to the Sites.

As you view the Service, you may see links to third-party websites. These links are for convenience only. If you use these links, you will leave the Service. Certain of these linked websites may make use of SummaUp’s proprietary intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from the SummaUp. SummaUp is not responsible for the availability or content, products, services or other materials of these other websites or for any viruses or other damaging elements encountered in linking to a third-party website. In addition, providing links to these websites should not be interpreted as endorsement or approval by SummaUp of the organizations sponsoring such third-party websites or their products or services. SummaUp shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website. SummaUp is not responsible for the privacy practices of any other websites.

SummaUp makes no representations whatsoever about any other website that you may access through this Site. When you access a non-SummaUp site, please understand that it is independent from SummaUp, and that SummaUp has no control over the content on that website. In addition, a link to a non-SummaUp website does not mean that SummaUp endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

48. FREE SUMMAUP FOR 6 MONTHS CONTEST

NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN THIS CONTEST. A purchase will not improve chances of winning.  This contest is only open to residents of the United States who are at least 21 years of age or older upon the date of entry. It is void where prohibited or regulated by law.  By entering you agree to be bound and subject to these rules. Any violation of these rules may result in disqualification. All decisions are final and binding in all respects.   How to Enter. You may enter the contest in two ways. First, you may enter your email address in the box provided. Second, you may send an email to support@SummaUp.com indicating your desire to enter the contest.   Limit one entry per person. 

Eligibility. You acknowledge that by submitting an entry, you agree to provide your email address to SummaUp, who may email you from time to time.  All entries become the property of the SummaUp and will not be acknowledged or returned. All entrant information, including email addresses, is subject to the respective Privacy Policy and Terms of Service of SummaUp. The contest is open from 12:01AM on the first of each month to 11:59PM on the final day of each month (all times are San Francisco times).

Winner Selection.  Winner selection will be conducted by random drawing from all eligible entries each month following the contest closing time (the “Drawing Date”). Any potential winner will be notified by mail, email and/or telephone. If a potential winner: (i) cannot be contacted; (ii) does not respond within five (5) days from the date the Sponsor first tries to notify him/her; (iii) fails to return the Affidavit and Release; (iv) refuses the prize; and/or (v) the prize or prize notification is returned as undeliverable, such potential winner forfeits all rights to win the Promotion or receive the prize, and an alternate potential winner may be selected. Upon contacting a potential winner and determining that he/she has met all eligibility requirements of the Promotion, including, without limitation, the execution of required waivers, publicity and liability releases and disclaimers, and, at Sponsor’s discretion, successful completion of a background check, such individual will be declared the “winner” of the Promotion.

Prize and Terms. There will be one (1) winner each month who will receive 6 months of SummaUp Membership Subscription, with an estimated retail value of $330. A redemption note will be sent to the winner to redeem the prize or may be sent to the winner if his or her address is known.

Taxes. All federal, state and/or local income and other taxes, if any, are the winner’s sole responsibility.

Odds of Winning. The odds of winning this Promotion depend on the number of eligible entries received. Limit one (1) Entry per person, per address.

No Transfer or Substitution. No prize or any portion thereof is transferable or redeemable for cash, will not be replaced if lost or stolen, and cannot be applied to existing credit balances. Any portion of the prize that is not used is forfeited. No substitutions for prize except by Sponsor, in which case a prize of equal or greater value will be substituted.

Content and Release. By entering the Promotion, each entrant releases and discharges SummaUp, the judging organization (if applicable), the Parties and any other party associated with the development, or administration or promotion of this Promotion, their parent, subsidiary, and affiliated entities, and each of their respective officers, directors, members, shareholders, employees, independent contractors, agents, representatives, successors and assigns (collectively, “Sponsor Entities”), from any and all liability whatsoever in connection with this Promotion, including, without limitation, legal claims, costs, injuries, losses or damages, demands or actions of any kind (including, without limitation, personal injuries, death, damage to, loss or destruction or property, rights of publicity or privacy, defamation, or portrayal in a false light) (collectively, “Claims”). Except where prohibited: (i) entry into the Promotion constitutes the consent of the entrant, without further compensation, to use his/her name, likeness, biographical data, and contact information (including any email address provided by entrant) for editorial, advertising, marketing, publicity, and administrative purposes by the Sponsor and/or others authorized by the Sponsor; (ii) acceptance of a prize constitutes a release by any winner of the Sponsor Entities of any and all Claims in connection with the administration of this Promotion and the use, misuse, or possession of any prize; (iii) any potential winner shall be required to sign an affidavit of eligibility (including providing social security number) and a liability/publicity release, including a release of any claims for personal injury or otherwise relating in any way to the receipt of the services or the usage of the products awarded through this Promotion; and (iv) if prize involves travel or activities, any potential winner and travel companion (if applicable) may be required to execute releases of the Sponsor from any and all liability with respect to participation in such travel/activities and/or use of the prize. Affidavits and releases must be returned within five (5) days from the date that Sponsor first try to notify the potential winner. Sponsor may conduct a background check to confirm any potential winner’s eligibility and compliance with these rules. By entering, you agree to cooperate reasonably with any such background check. If the prize includes participation in any public event(s) or publicity, or if Sponsor Entities intend to publicize the winner in any way, and if a background check reveals that a potential winner has engaged in conduct that could damage the reputation or business of any of the Sponsor Entities, as determined by Sponsor in its discretion, the potential winner may be disqualified and the prize may be awarded to an alternate winner. If winner is deemed to be a minor under the jurisdiction of his/her residence, the prize will not be awarded to such minor.

DISCLAIMERS. (i) The Parties are not responsible for entries that are lost, late, misdirected, incorrect, garbled, or incompletely received, for any reason, including by reason of hardware, software, browser, or network  failure, malfunction, congestion, or incompatibility at Sponsor’s servers or elsewhere. In the event of a dispute, entries will be deemed submitted by the authorized account holder of the email address submitted at the time of entry. “Authorized account holder” is defined as the natural person who is assigned to an e-mail address by an Internet Access Provider, online service provider, or other organization (e.g., business,  educational institute) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. (ii) The Parties, in their sole discretion, reserve the right to disqualify any person tampering with the entry process or the operation of the web site or otherwise attempting to undermine the legitimate operation of the Promotion. Moreover, use of bots or other automated processes to enter is prohibited and may result in disqualification at the sole discretion of Sponsor. (iii) The Parties further reserve the right to cancel, terminate or modify the Promotion if it is not capable of completion as planned, including (but not limited to) by reason of infection by computer virus, bugs, tampering, unauthorized intervention, force majeure, legal or regulatory constraints or technical failures of any sort. (iv) The Parties are not responsible for errors in the administration or fulfillment of this Promotion, including without limitation mechanical, human, printing, distribution or production errors, and may cancel, terminate or modify this Promotion based upon such error at its sole discretion without liability. In no event will The Parties be responsible for awarding more than the number of prizes specified in these rules. (v) In the event this Promotion is cancelled or terminated, pursuant to subparagraph (iii) or (iv), Sponsor, in its sole discretion, may elect to hold a random drawing from among all eligible entries received up to the date of discontinuance for any or all of the prizes offered herein. (vi) SPONSOR ENTITIES AND THE PARTIES MAKE NO WARRANTIES, REPRESENTATIONS OR GUARANTEES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, AS REGARDS THIS PROMOTION OR THE MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING ANY PRIZE OR ANY COMPONENT OF ANY PRIZE. (vii) CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS PROMOTION MAY BE A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR, PARTIES AND THE PARTIES RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES) FROM ANY SUCH ENTRANT TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION. (viii) The value(s) of the prize(s) set forth above represent the Parties’ good faith determination of the approximate retail value(s) thereof; the actual fair market value(s) as ultimately determined by the Parties are final and binding and cannot be challenged or appealed. In the event the stated approximate retail value(s) of a prize is more than the actual fair market value of that prize, the difference will not be awarded in cash or otherwise. No substitution or compensation will be given for any portion of the prize that is not used.

49. FREE SUMMAUP FOR 6 MONTHS CONTEST Applicable law

 This Promotion is subject to all applicable federal, state, and local laws and regulations. Issues concerning the construction, validity, interpretation and enforceability of these Official Rules shall be governed by the laws of the State of Florida, without regard to any principles of conflict of laws. (i) Each entrant and (ii) each visitor to SummaUp website agrees that all disputes arising out of or connected with this Promotion will be resolved individually, and without resort to class action, exclusively by an arbiter (not a state or federal court) located in Fort Myers, Florida. Should there be a conflict between the laws of the State of Florida and any other laws, the conflict will be resolved in favor of the laws of the State of Florida. To the extent permitted by applicable law, all judgments or awards shall be limited to actual out-of-pocket damages (excluding attorneys’ fees) associated with participation in this Promotion and shall not include any indirect, punitive, treble, incidental and/or consequential damages.

Winner List. For a list containing the name of the winner(s), send a self-addressed stamped envelope within 30 days of the month’s Drawing Date, to:  Winner List, “SummaUp, LLC Sweepstakes” c/o SSV Holdings LLC, 17200 Chenal Parkway, Suite 300-352, Little Rock, AR 72223. Please specify the Drawing Date in order to obtain the list.

Sponsorship

This Promotion is sponsored by and the responsibility of SSV Holdings LLC,17200 Chenal Parkway, Suite 300-352, Little Rock, AR 72223 (the “Sponsor”)

50. MODIFICATIONS TO THE SITES

SummaUp reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Sites or Services or any portion thereof, with or without notice.  You agree that SummaUp shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sites or Services.

51. No Liability for Select Third Parties 

Your wireless carrier, the manufacturer and retailer of your mobile device, the developer of the operating system for your mobile device, the operator of any application store, marketplace, or similar service through which you obtain the Site, and their respective affiliates, suppliers, and licensors (collectively, the “Select Third Parties”) are not parties to these Terms of Use and they do not own and are not responsible for the Site. SummaUp, and not any Select Third Parties, is responsible for addressing any claims raised by you or any third party regarding the Site or your use or possession thereof, including claims related to product liability, legal, or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable Select Third Parties’ terms and conditions. YOU AGREE (I) THE SELECT THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (II) IN NO EVENT WILL THE SELECT THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR THE SITE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (III) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY SELECT THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL IN NOT EXCEED FIVE DOLLARS ($5.00); AND (IV) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE SELECT THIRD PARTIES ARISING OUT OF THE SITE AND THESE TERMS OF USE. THE THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS OF USE, AND ARE CAPABLE OF DIRECTLY ENFORCING ITS TERMS. NOTHING CONTAINED IN THESE TERMS OF USE WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN YOU AND THE SELECT THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER. In the event of any claim that the Site or your possession and use of the Site infringes a third party’s intellectual property rights, the Select Third Parties are not responsible for the investigation, defense, settlement, or discharge of the infringement claim.

52. Not an Insurance Product

Neither SummaUp nor SummaUp Affiliates are insurers. The Services are not insurance products, and the amounts you pay to SummaUp or SummaUp Affiliates are not insurance premiums. If you desire any type of health or other insurance, you will need to purchase such insurance separately.

53. Availability of Services

SummaUp and SummaUp Affiliates operate subject to state and federal regulations, and the Services may not be available in your state. You represent that you are not a person barred from enrolling for and/or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Site and/or the Services is limited exclusively to users located in Arkansas within the United States where the Services are available. Services are not available to users located outside of the state of Arkansas. Accessing the Site or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.

54. DISCLAIMERS

Content and other information contained on the Service is provided by SummaUp as a convenience. Users relying on Content or other information from the Service do so at their own risk.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SummaUp DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PARTICULAR PURPOSE. SummaUp MAKES NO WARRANTY THAT THE CONTENT IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED. SUMMAUP does NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF the service. SUMMAUP does NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, OR ANY ADVERSE INCIDENT.

We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by third parties. You accept that any reliance on material posted by third-party service providers will be at your own risk. By using the Site you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate. We may change, suspend, or discontinue any aspect of the Site at any time, including hours of operation or availability of the Site or any feature, without notice or liability.Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Site. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Services. Use the Site at your own risk. We make no promises and disclaim all liability of specific results from the use of the Site.Released Parties Defined. “Released Parties” include SummaUp, SSV Holdings, LLC. and its affiliates, officers, employees, agents, partners, and licensors.YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES LISTED ON THE SITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SITE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SITE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL.

55. GENERALLY EXPECTED RESULTS FROM SummUp and other products,:

Although our products are intended to be fully implemented, and we work hard to ensure it's easy to do so, the typical user of virtually all solutions, services, protocol, coaching, video, continuing education and media products treats them in much the same way they treat a book. The vast majority read or skim through it once, then do not implement the program or take any recommended action based. The results of our all solutions, services, protocol, coaching, video, continuing education and media products methodology are intangible, and not measured in higher energy, better focus, fat loss, muscle gain, abdominal definition, or other positive results of any kind. And even when consumers implement our product in full, more often than not they do not report increases in fat loss, muscle gain, abdominal definition, or other positive results of any kind. Reports of specific fat loss, muscle gain, abdominal definition, or any positive results of any kind should, therefore, be understood as the exception rather than the rule. Consumers who use our products may generally expect not to see any increase in fat loss, muscle gain, abdominal definition, or positive results of any kind. It is entirely possible you will gain fat, lose muscle, lose abdominal definition, and experience other negative outcomes as a result of the advice contained in our products.

56. Purchasing of Services: Typographical Errors and Incorrect Pricing

In the event a Service is listed at an incorrect price due to typographical error or error in pricing information received from a third party, we shall have the right to refuse or cancel any orders placed for the Service(s) listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the charge.

57. PACKAGING AND FULFILLMENT RESTRICTIONS

If you select to choose to fulfil any prescriptions provided by health care providers through outside pharmacies (external vendors), you acknowledge that your medication, if approved, will not be shipped in child-resistant packaging and that you must keep it out of the reach of children.

58. PAYMENT

You agree to pay all fees due for services requested.  You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have.  By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due.

You understand and agree that you are responsible for all fees due to receive health care services including any fees charged by outside health care organization(s) or provider(s).  Your payments to SummaUp may include fees charged by health care organization(s) or provider(s) for health care services. Any health care services or not made available through the Services are not included in the payments collected by SummaUp and you may be separately charged by the applicable outside health care providers for such services.  In the event that your credit card expires or SummaUp, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method. SummaUp and/or the health care organization(s) and/or provider(s) have no obligation to provide any health care services unless and until full payment has been received and/or verified.

59. Online Payments

You can purchase services on the Site. We accept credit and debit cards issued by U.S. banks. If a credit card account is being used for a transaction, SummaUp may obtain preapproval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the credit card you designate during the setup process. If you want to designate a different credit card or if there is a change in your credit card, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.

You represent and warrant that if you are making online payments that (i) any credit card, debit card and bank account information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit/debit card company or bank, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information.

60. SPECIAL NOTICE TO MEDICARE AND MEDICAID BENEFICIARIES

Federal and state health care programs, such as Medicare and Medicaid, do not pay for all health care costs, even for some health care services and products that you or your health care provider have good reason to think you need.  If you are a beneficiary of a federal or state health care program, and such program does not pay for certain services or products rendered to you, you may have to pay for these services and products. As we understand it, neither federal nor state health care programs currently pay for any of the medical services or products made available through the Services performed by affiliated health care organizations or providers, at least not in the way such services or products are provided (i.e., using telemedicine and bundled treatment offerings).  By agreeing to use the Services, you acknowledge and agree that: (1) you will pay directly for any medical services and products provided to you, and (2) neither SummaUp nor any SummaUp affiliated health care organization or provider will bill any federal or state health care program for such medical services or products. We strive for transparency in the costs for any medical services and products that you may obtain through the Services, and, as such, you can find specific pricing information at ro.co/pricing.

61. GOVERNING LAW; DISPUTE RESOLUTION; ARBITRATION; VENUE; SEVERABILITY OF PROVISIONS

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND SummaUp TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SummaUp

These Terms of Use and your use of the Sites shall be governed by the laws of the State of Arkansas, without giving effect to the principles of conflict of laws.  Any dispute arising under or relating in any way to these Terms of Use will be resolved exclusively by final and binding arbitration in Little Rock, Arkansas under the rules of the American Arbitration Association, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction.  The parties agree that the courts located in Little Rock, Arkansas shall have exclusive personal jurisdiction, subject matter jurisdiction, and venue for any such claim.

All parts of these Terms of Use apply to the maximum extent permitted by law.  SummaUp and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law.  The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

62. NO WAIVER

No waiver by SummaUp of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by SummaUp to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

63. NO AGENCY RELATIONSHIP

Neither these Terms of Use, nor any Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you.  You may not enter into any contract on our behalf or bind us in any way.

64. REMEDIES

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm.  You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

65. ASSIGNMENT

You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void.  SummaUp and their affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of SummaUp is transferred to another entity by way of merger, sale of its assets or otherwise.

66. DIGITAL MILLENNIUM COPYRIGHT ACT

SummaUp reserves the right to remove any content or any other material or information available on or through our Sites, at any time, for any reason. SummaUp otherwise complies with the provisions of the Digital Millennium Copyright Act (“DMCA”) applicable to Internet service providers (17 U.S.C. § 512, as amended), and responds to clear notices of alleged copyright infringement. This Section describes the procedure that should be followed to file a notification of alleged copyright infringement with SummaUp

Notification of Claimed Copyright Infringement. If you have objections to copyrighted content or material made available on or through our Sites, you may submit a notification to our Designated Agent at the following address:

support@summaup.com 

Any notification to SummaUp under 17 U.S.C. § 512(c) alleging copyright infringement must include the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right being infringed;

• An identification of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

• An identification of the content or material that you claim is infringing and where it is located on our Sites;

• Information sufficient for SummaUp to contact you, such as your address, telephone number, and/or email address;

• A statement by you that you have a good-faith belief that the use of the content or material of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

• A signed statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf.

67. PROHIBITED USE

Any use or attempted use of the Service (i) for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, (iii) that could interfere with any other party’s use and enjoyment of the Service, (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means, (v) to access systems, data, or information not intended by SummaUp to be made accessible to a user, (vi) to obtain any materials, or information through any means not intentionally made available by SummaUp, (vii) to reverse engineer, disassemble or decompile any section or technology on the Service, or (viii) any use other than the business purpose for which it was intended, is prohibited.

In addition, in connection with your use of the Service, you agree you will not: (a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity; (b) create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any SummaUp representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; (e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (f) use the Service’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation, commercial or otherwise; (h) violate any applicable local, state, national or international law; (i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; (j) delete or revise any material posted by any other person or entity; (k) manipulate or otherwise display the Service by using framing, mirroring or similar navigational technology; (l) probe, scan, test the vulnerability of or breach the authentication measures of, the Service or any related networks or systems; (m) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so; (n) harvest or otherwise collect information about others, including email addresses; (o) use any robot, spider, scraper, or other automated or manual means to access the Service, or copy any content or information on the Service; or (p) assist or permit any person in engaging in any of these activities.

SummaUp reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a user's access and/or account. SummaUp may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.

Except as may be expressly limited by the Privacy Policy, SummaUp reserves the right at all times to disclose any information as SummaUp deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in SummaUp’s sole discretion.

68. RIGHT TO MONITOR

SummaUp shall have the right, but not the obligation, to monitor use of the Service and to remove from the Service any materials that SummaUp, in its sole discretion, believes (i) are inappropriate, (ii) are illegal, (iii) may subject SummaUp to liability or violate these Terms of Use, or (iv) otherwise inconsistent with SummaUp’s purpose for the Site.

69. NO SummaUp EDITORIAL CONTROL OF THIRD-PARTY CONTENT; NO STATEMENT AS TO ACCURACY

To the extent that any of the Content included in the Service is provided by third-party content providers, Practitioners, or other Service users, SummaUp has no editorial control or responsibility over such Content. Therefore, any opinions, statements, products, services or other information expressed or made available by professionals, third-party suppliers or users on the Service are those of such professional, third-party suppliers or users, respectively. SummaUp does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of the Content displayed on the Service or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with SummaUp.

70.  Accuracy of Information; Functionality

Although SummaUp attempts to ensure the integrity and accurateness of the Site and Service descriptions, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Site, Service descriptions and other content on the Site. It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform SummaUp so that it can be corrected. Information contained on the Site may be changed or updated without notice. Additionally, SummaUp shall have no responsibility or liability for information or content posted to the Site from any non-SummaUp affiliated third party.

SummaUp and SummaUp Affliates each reserves complete and sole discretion with respect to the operation of the Site and the Services. We may withdraw, suspend, or discontinue any functionality or feature of the Site or the Services among other things. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carrier. We are not responsible for maintaining information arising from use of the Site or with respect to the Services. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Site or the Services in accordance with our internal record retention and/or destruction policies.

71. THIRD-PARTY INTERACTIONS

Your interactions with entities or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such entities or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third party. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Service and disclosing personal information.

You agree that SummaUp shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on the Service, or between users and any third party, you understand and agree that SummaUp is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release SummaUp, its officers, employees, agents and successors in interest from claims, demand and damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein.

72. Subscriptions

Continuous Subscriptions. WHEN YOU REGISTER FOR A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) SummaUp (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON THE FREQUENCY OF SERVICES AND/OR SHIPMENTS YOU MOST RECENTLY SELECTED (E.G., MONTHLY, EVERY TWO MONTHS OR OTHERWISE) FOR YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (B) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SITES OR PRODUCTS IN ACCORDANCE WITH THESE TERMS. YOU MAY SKIP ANY SHIPMENT OR CANCEL YOUR SUBSCRIPTION AT ANY TIME, SUBJECT TO THE TERMS SET FORTH ON OUR SITE AND HEREIN.Cancellation Policy. IN ORDER TO CANCEL YOUR SUBSCRIPTION, YOU MUST DO SO AT LEAST FIVE (5) DAYS PRIOR TO YOUR NEXT BILLING DATE WHICH IS SHOWN ON THE MY ACCOUNT PAGE. TO CANCEL YOU MUST EITHER EMAIL US AT SUPPORT@SummaUp.COM OR LOG INTO YOUR ACCOUNT. ANY CANCELLATION RECEIVED WITH LESS THAN FIVE (5) DAYS UNTIL THE NEXT BILLING DATE WILL NOT BE EFFECTIVE UNTIL THE FOLLOWING BILLING PERIOD AND YOU WILL BE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED PRIOR TO THE CANCELLATION OF YOUR SUBSCRIPTION. Discounted and Free Trials: From time to time, to the extent legally permitted, we may offer discounted and/or free trials of certain subscriptions for specified periods of time without payment or with discounted payment. If we offer you a discounted or free trial, the specific terms of that trial will be provided in the marketing materials describing the particular trial or at registration. ONCE YOUR DISCOUNTED OR FREE TRIAL ENDS, WE (OR OUR THIRD PARTY PAYMENT PROCESSOR) WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS AT THE THEN APPLICABLE PRICE FOR YOUR SUBSCRIPTION (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF YOUR TRIAL. INSTRUCTIONS FOR CANCELING YOUR SUBSCRIPTION ARE AS DESCRIBED ABOVE. PLEASE NOTE THAT YOU WILL NOT RECEIVE A NOTICE FROM US THAT YOUR DISCOUNTED OR FREE TRIAL HAS ENDED OR THAT THE PAID PORTION OF YOUR SUBSCRIPTION HAS BEGUN. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE DISCOUNTED AND/OR TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION

73. PAYMENT SERVICES FOR SUBSCRIBING PRACTITIONERS

Payment processing services for Subscribing Practitioners on the Service are provided by Stripe  or any other third-party service provider (subject to change) and are subject to the Stripe Connected Account Agreement  or any other payment third-party service provider’s agreement(s), which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Subscribing Practitioner on the Service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Service enabling payment processing services through Stripe, you agree to provide the Service accurate and complete information about you and your business, and you authorize the Site to share it and transaction information related to your use of the payment processing services provided by Stripe.

74. Return policy/ Refunds Policy; All Sales are final

We do not accept returns or refunds. This is due in part to the nature of the services, solutions and offerings and the fact that it is impossible to return them but also for some offerings we cannot and will not reuse them if they are returned to us. But if you're not happy with anything SummaUp, or you didn't get what you expected, we're happy to help and will do all we can to make things right, please contact support@summaup.com

75. Terms of Sales

All services, solutions and offerings offered for sale by SummaUp are subject to availability and we reserve the right to impose quantity limits on any order or reject all or any part of an order without prior notice. In the event of an error, we reserve the right to correct the error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged. 

Prices for products are subject to change at any time, but changes will not affect any order for products you have already placed. You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Taxes”) due with respect to your purchase of products or services through our Service. We will collect applicable Taxes if we determine we have a duty to collect Taxes. We will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. The actual Taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates. We are not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.

Only valid payment methods acceptable to us may be used to complete a purchase via the Service. You represent and warrant that you are authorized to use your designated payment method. You authorize us to charge your designated payment method for the total amount of your order (including any applicable taxes and shipping and handling charges). If any of the products in your order are unavailable, we will only charge the prices, Taxes and other applicable charges associated with the products that are included in the shipment. In connection with any purchase you make through the service, you may be asked to supply certain information relevant to the transaction, including, without limitation, your credit card number and expiration date, your billing address, your shipping address, your phone number and/or your email address. By submitting such information, you grant SummaUp without charge the irrevocable, unencumbered, universe-wide and perpetual right to provide such information to third parties (e.g., payment processing companies, buyers on the Service, sellers on the Service) for the purpose of facilitating the transaction.

All credit card, debit card and other monetary transactions on or through the Service occur through an online payment processing application(s) accessible through the Service. This online payment processing application(s) is provided by SummaUp’ third-party online payment processing vendor, Stripe (“Stripe”). Additional information about Stripe, its privacy policy and its information security measures (collectively, the “Stripe Policies”) should be available on the Stripe website located at https://stripe.com/us/privacy or by contacting Stipe directly. Reference is made to the Stripe Policies for informational purposes only and are in no way incorporated into or made a part of this Privacy Policy. SummaUp’ relationship with Stripe, if any, is merely contractual in nature, as Stripe nothing more than a third-party vendor to SummaUp, and is in no way subject to SummaUp’ direction or control; thus, their relationship is not, and should not be construed as, one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers or the like.

You agree to pay any shipping and handling charges, if any, shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the changes applicable to you before you make your purchase. Any delivery dates or times shown as part of the checkout process are estimates only and are not guaranteed. Unless we state otherwise in writing via the Service, risk of loss or damage to a product passes to you upon delivery of the product to our designated carrier.

We reserve the right to remedy User issues and concerns on a case by case basis. We reserve the right, in our sole discretion, to resolve customer issues and concerns based on the facts and circumstances of each User.

76. TERMINATION

SummaUp may terminate your use of the Service or any of our features or services at any time and for any reason without notice for conduct violating these Terms of Use. Upon any such termination, you must destroy all Content obtained from the Service and all copies thereof. The provisions of these Terms of Use concerning Service security, prohibited activities, copyrights, trademarks, user submissions, disclaimer, limitation of liability, indemnity and jurisdictional issues shall survive any such termination. You agree that if your use of the Service is terminated pursuant to these Terms of Use, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will, to the fullest extent permitted by law, indemnify and hold SummaUp harmless from any and all liability that SummaUp may incur therefore.

77. MODIFICATIONS

This Service is continually under development, and SummaUp reserves the right to revise or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you (however, SummaUp will endeavor to provide you with prior notice of any material changes). Any changes to these Terms of Use are effective upon posting to the Service. Unless otherwise indicated, any new Content added to the Service is also subject to these Terms of Use upon posting to the Service. If you disagree with these Terms of Use, your sole remedy is to discontinue your use of the Service. Your continued use after a change has been posted constitutes your acceptance of the changes.

78. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SITES IS AT YOUR SOLE RISK.  YOU ACKNOWLEDGE AND AGREE THAT THE SITES AND ANY SERVICES ARE PROVIDED THROUGH THE SITES ON AN “AS IS” AND “AS AVAILABLE” BASIS.  SummaUp AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION ALL AFFILIATED PROFESSIONAL ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITES AND SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION.  WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SITES OR SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER SUMMAUP NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SITES. YOU ACKNOWLEDGE AND AGREE THAT THEIR USE OF ANY OFFERINGS, SOLUTIONS, SERVICES, PROTOCOL, COACHING, VIDEO, CONTINUING EDUCATION, MEDIA AND PRODUCTS PURCHASED THROUGH THIS WEBSITE IS AT YOUR SOLE RISK. SUMMAUP EXPRESSLY DISCLAIMS AND HAS NO RESPONSIBILITY FOR HOW YOU USE THE PRODUCTS PROVIDED THROUGH THE WEBSITE, AND MAKES NO PROMISES, GUARANTEES, PREDICTIONS OF SUCCESS OR ANY CLAIMS TO SPECIAL EXPERIENCE, INSIGHT, OR EXPERTISE IN PROVIDING THE WEBSITE. NO INFORMATION OBTAINED FROM SUMMAUP, WHETHER PROVIDED ORALLY OR IN WRITING, SHALL CREATE ANY EXPRESS OR IMPLIED WARRANTY. SPONSOR SHALL HAVE NO LIABILITY, OBLIGATION OR RESPONSIBILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE, INJURY OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED DIRECTLY OR INDIRECTLY AS A CONSEQUENCE OF USING THE PRODUCTS SOLD ON THIS WEBSITE. SPECIFICALLY, SUMMAUP DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. USERS ASSUME ALL RISKS INHERENT WITH ANY OFFERINGS, SOLUTIONS, SERVICES, PROTOCOL, COACHING, VIDEO, CONTINUING EDUCATION, MEDIA AND PRODUCTS PURCHASED, INCLUDING POSSIBLE HEALTH RISKS AND OTHER UNDESIRABLE HEALTH CONSEQUENCES.

FURTHERMORE, SUMMAUP DOES NOT GUARANTEE THAT THE SITES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND SUMMAUP DISCLAIMS ANY LIABILITY RELATING THERETO. YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SITES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION

79. Products & Services Descriptions

SummaUp ATTEMPTS TO BE AS ACCURATE AS POSSIBLE. HOWEVER, SummaUp DOES NOT WARRANT THAT THE OFFERINGS, SOLUTIONS, SERVICES, PROTOCOL, COACHING, VIDEO, CONTINUING EDUCATION, MEDIA AND (Collectively “PRODUCT”) DESCRIPTIONS OR OTHER CONTENT OF THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. THE APPROPRIATENESS OF USE OF A GIVEN PRODUCT MAY VARY DEPENDING ON CIRCUMSTANCES. INFORMATION MAY AND IS SUBJECT TO CHANGE. IF YOU BELIEVE A PRODUCT OFFERED BY THROUGH THE WEBSITE DOES NOT MEET THE PRODUCT DESCRIPTION, YOUR SOLE REMEDY IS TO CONTACT SUPPORT@SUMMAUP.COM 

80. LIMITATION OF LIABILITY

EXCEPT AS PROVIDED IN THE SECTION TITLED “DISPUTE RESOLUTION AND ARBITRATION,” TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SummaUp BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SummaUp WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, SummaUp SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,000.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER SummaUp NOR ANY THIRD PARTIES MENTIONED ON THE SERVICE ARE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE SERVICE. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL SUMMAUP, ITS RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SITES OR ANY SERVICES PROVIDED THROUGH THE SITES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITES. THIS IS TRUE EVEN IF SummaUp OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

81. INDEMNIFICATION

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless SummaUp, its affiliates, contractors, and its directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Service in a manner not authorized by these Terms of Use, your fraud, violation of law, or willful misconduct, and any breach by you of these Terms of Use. You agree to indemnify, defend, and hold harmless SummaUp, its affiliates (including without limitation all affiliated professional entities), subsidiaries, and their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of materials or features available on the Sites in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms of Use.

82. NOTICES

Any notices to you from SummaUp regarding the Service or these Terms of Use will be made by email or regular mail.

83. ELECTRONIC COMMUNICATIONS

When you visit the Service or send emails to us, you are communicating with us electronically. You agree that we may send to you any privacy or other notices, disclosures, or communications regarding the Service (collectively, "Communications") through electronic means including but not limited to: (1) by e-mail, using the address that you provided to us during registration, (2) short messaging service (“SMS”) text message to the mobile number you provided us during registration, (3) push notifications on your mobile device, or (4) by posting the Communications on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms. The delivery of any Communications from us is effective when sent by us, regardless of whether you read the Communication when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Communications by deactivating your Account. You can opt-out of future Communications through SMS text message by replying “STOP,” calling SummaUp support at 415 891 1090, or emailing us at support@summaup.com.

84. ENTIRE AGREEMENT

These Terms of Use and other policies SummaUp may post on the Service or that you and SummaUp may execute constitute the entire agreement between SummaUp and you in connection with your use of the Service and supersedes any prior agreements between SummaUp and you regarding use of the Service, including prior versions of these Terms of Use.

85. GOVERNING LAW; VENUE; SEVERABILITY OF PROVISIONS

This Service is controlled and operated by SummaUp from our offices within Arkansas, United States of America. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable. Access to the Service from jurisdictions where the contents of the Service are illegal or penalized is prohibited.

By choosing to visit the Service, you agree that any dispute over your use of the Service or these Terms of Use will be governed by the laws of the State of Arkansas and the United States of America, without regard to any conflicts of law provisions. You also consent to the adjudication of any disputes arising in connection with our Service in the state and federal courts located in Arkansas, AR. You also agree to attempt to mediate any such dispute and to abide by all limitations of liability contained herein.

All parts of these Terms of Use apply to the maximum extent permitted by law. We both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

86. CONTACTING US

If you have any questions or concerns about these Terms of Use, please contact us at support@summaup.com or at the mailing address provided below. We will attempt to respond to your questions or concerns promptly after we receive them.

87. NOTICE REGARDING APPLE.

This Section only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms of Use are between you and SummaUp only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms of Use, and upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary of these Terms of Use. You hereby represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

These Terms of Use were last updated on December 15, 2019

Informed Consent for Telehealth Services

Last Updated on December 15, 2019

YOU UNDERSTAND THAT BY CHECKING THE “AGREE” BOX FOR THESE TERMS OF USE AND/OR ANY OTHER SUCH FORM OF THE SAME PRESENTED TO YOU FROM TIME TO TIME ON THE SITE YOU ARE AGREEING TO THESE TERMS OF USE AND THAT SUCH ON-GOING ACTIONS IN USING THE SITE CONSTITUTE A LEGAL SIGNATURE AND ON-GOING AGREEMENT TO THESE TERMS OF USE (IN WHATEVER FORM).

All capitalized terms used in this Informed Consent to Telehealth Services but not defined herein have the meanings assigned to them in the Terms of Use. For avoidance of any doubt, the terms “Summa“, “we“, “us“, or “our” refer to SSV Holdings LLC, Summa Up, LLC and the terms “you” and “yours” refer to the person using the Service.

Telehealth involves the use of electronic communications to enable healthcare providers at different locations to share individual patient medical information for the purpose of improving patient care. Telehealth services offered by Summa Up, LLC. and the members of its Affiliated Covered Entity (collectively “Group”) may also include chart review, remote prescribing, appointment scheduling, health information sharing, and non-clinical services, such as patient education. The information you provide may be used for diagnosis, therapy, follow-up and/or patient education, and may include any combination of the following: (1) health records and test results; (2) images and asynchronous communications; (3) live two-way audio and video; (4) interactive audio with store and forward; and (5) output data from medical devices and sound and video files.

The electronic communication systems we use will incorporate network and software security protocols to protect the confidentiality of patient identification and imaging data and will include measures to safeguard the data and to ensure its integrity against intentional or unintentional corruption.

Group physicians (our “providers”) are an addition to, and not a replacement for, your primary care physician. Responsibility for your overall medical care should remain with your local primary care doctor, if you have one, and we strongly encourage you to locate one if you do not.

Expected Benefits:

- Improved access to care by enabling you to remain in your home while the Group provider consults and obtains test results at distant/other sites.

- More efficient care evaluation and management at times that are convenient for you

- You can interact with providers without the necessity of an in-office appointment

- Obtaining expertise of a specialist as appropriate.

Possible Risks:

- Delays in evaluation and treatment could occur due to deficiencies or failures of the equipment and technologies.

- Information transmitted to your provider(s) may not be sufficient to allow for appropriate medical decision making by the provider(s).

- The inability of your provider(s) to conduct certain tests or assess vital signs in-person may in some cases prevent the provider(s) from providing a diagnosis or treatment or from identifying the need for emergency medical care or treatment for you.

- In rare events, our provider may determine that the transmitted information is of inadequate quality, thus necessitating a rescheduled telehealth consult or a meeting with your local primary care doctor.

- Your provider may not able to provide medical treatment for your particular condition via telemedicine and you may be required to seek alternative care.

- In very rare events, security protocols could fail, causing a breach of privacy of personal medical information.

- In rare events, a lack of access to complete medical records may result in adverse drug interactions or allergic reactions or other judgment errors.

If you need to receive follow-up care, assistance in the event of an adverse reaction to the treatment, or in the event of an inability to communicate as a result of a technological or equipment failure, please contact us at support@summaup.com or call us at 415-891-1090.

By clicking the button titled "I Agree and Consent", you acknowledge that you understand and agree with the following:

1. I hereby consent to receiving Group’s services via telehealth technologies. I understand that Group and its providers offer telehealth-based medical services, but that these services do not replace the relationship between me and my primary care doctor. I also understand it is up to the Group provider to determine whether or not my specific clinical needs are appropriate for a telehealth encounter.

2. I understand that federal and state law requires health care providers to protect the privacy and the security of health information. I understand that Group will take steps to make sure that my health information is not seen by anyone who should not see it. I understand that telehealth may involve electronic communication of my personal medical information to other health practitioners who may be located in other areas, including out of state.

3. I understand there is a risk of technical failures during the telehealth encounter beyond the control of Group. I agree to hold harmless Group for delays in evaluation or for information lost due to such technical failures.

4. I understand that I have the right to withhold or withdraw my consent to the use of telehealth in the course of my care at any time, without affecting my right to future care or treatment. I understand that I may suspend or terminate use of the telehealth services at any time for any reason or for no reason. I understand that if I am experiencing a medical emergency, that I will be directed to dial 9-1-1 immediately and that the Group providers are not able to connect me directly to any local emergency services.

5. I understand that alternatives to telehealth consultation, such as in-person services are available to me, and in choosing to participate in a telehealth consultation, I understand that some parts of the services involving tests may be conducted by individuals at my location, or at a testing facility, at the direction of the Group provider (e.g. labs or bloodwork).

6. I understand that I may expect the anticipated benefits from the use of telehealth in my care, but that no results can be guaranteed or assured.

7. I understand that while the use of telemedicine may provide potential benefits to me, as with any medical care service no such benefits or specific results can be guaranteed. My condition may not be cured or improved, and in some cases, may get worse.

8. I understand that “Providers” may determine in his or her sole discretion that my condition is not suitable for treatment using telemedicine, and that I may need to seek medical care and treatment in-person or from an alternative source.

9. I understand that the same confidentiality and privacy protections that apply to my other health care services also apply to these telemedicine services.

10. I understand that I have access to all of my health and wellness information pertaining to the telemedicine services in accordance with applicable laws and regulations.

11. I understand that I can withhold or withdraw this consent at any time by emailing Summa with such instruction. Otherwise, this consent will be considered renewed upon each new telemedicine consultation with “Providers”.

12. I understand that my healthcare information may be shared with other individuals for scheduling and billing purposes. Persons may be present during the consultation other than the Group provider in order to operate the telehealth technologies. I further understand that I will be informed of their presence in the consultation and thus will have the right to request the following: (1) omit specific details of my medical history/examination that are personally sensitive to me; (2) ask non-medical personnel to leave the telehealth examination; and/or (3) terminate the consultation at any time.

13. I understand that I will not be prescribed any narcotics for pain, nor is there any guarantee that I will be given a prescription at all.

14. I agree and authorize my health care provider to share information regarding the  telemedicine exam with other individuals for treatment, payment and health care operations purposes.

15. I agree and authorize my health care provider to release information regarding the telemedicine exam to Summa and its affiliates.

16. I understand that if I participate in a consultation, that I have the right to request a copy of my medical records which will be provided to me at reasonable cost of preparation, shipping and delivery.

Emergency Situations

If there is an emergency situation telemedicine is not an appropriate method of care.

IN CASE OF AN EMERGENCY, YOU SHOULD SEEK IMMEDIATE MEDICAL ATTENTION OR EMERGENCY CARE BY CALLING 911.

Indemnification

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE PROVIDER, ITS EMPLOYEES, AGENTS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, OFFICERS, REPRESENTATIVES, ASSIGNS, PARENTS, PREDECESSORS, AND SUCCESSORS FROM AND AGAINST ANY AND ALL LOSS OR DAMAGE, INCLUDING ANY AND ALL INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EXPENSES, LIABILITIES, CLAIMS, OR DEMANDS WHATSOEVER ARISING OUT OF OR RELATED TO ANY FAILURE OF TECHNOLOGY OR EQUIPMENT IN CONNECTION WITH THE PROVISION OF TELEMEDICINE, WHETHER OR NOT ANY SUCH LOSS, DAMAGE, EXPENSE, LIABILITY, CLAIM, OR DEMAND ARISES FROM OR RELATES TO THE PROVIDER'S NEGLIGENCE.