Verily Me Terms of Service

General Provisions

Relationship with Verily. Verily provides (a) technology solutions to healthcare providers, health plans, pharmaceutical and life sciences companies, and other organizations in the health and wellness industries (each a “Subscriber”), (b) personalized healthcare solutions for wellness and managing chronic conditions, (c) research platforms aimed at gathering comprehensive health data. You may have been invited to access and use the Services in connection with services you receive or activities you participate in with one or more of our Subscribers (each a “Program”), or you may have engaged with one or more of our platforms directly. 
 

If you have enrolled in a Program, your relationship with Verily and its subsidiaries and affiliates is subject to additional terms described in Section 9 below (Lightpath Supplemental Terms). You further acknowledge that (1) Verily may provide your Program Data (defined below) and other personal information to the Subscribers with which your account has been associated, and (2) our use of your Program Data may be governed by our agreement with the applicable Subscriber, and (3) the applicable Subscriber may discontinue or change the eligibility requirements for the Program in which you participate, and upon such discontinuation or change in eligibility requirements that you do not satisfy, you may be disenrolled the applicable Program. If you are disenrolled from a Program, you may still continue to engage with one or more of our platforms directly, though you may not have access to certain Program services.   
 

You further acknowledge that you may be subject to separate agreements with or obligations to the applicable Subscribers that may affect your Program Data or your use of the Services, including any applicable protocol, privacy notice, informed consent, authorization, or waiver for a Program in which you are participating. We are not responsible for any violation by you of such agreements or obligations.
 

If you are enrolled in Lightpath, your relationship with Verily and its subsidiaries and affiliates is subject to additional terms described in Section 9 below (Lightpath Supplemental Terms). 
 

Eligibility; Representations and Warranties. Except for Lightpath Services which require participation in a Program offered by a Subscriber as further described below, the Services are offered and available to users who are 18 years of age or older. If you are not 18 years of age or older, you must not access or use the Services. You acknowledge that satisfying the age requirement does not guarantee that you will receive access to the Services and that Verily and any applicable Subscriber may establish other eligibility requirements.
 

As a condition to using or accessing the Services, you represent and warrant that:

• you have fully read and understand these Terms;

• you have the legal power and authority to agree to these Terms and have neither falsely identified yourself nor provided any false information to gain access to the Services; and

• If accessing Services available through a Program, you are the person participating in the applicable Program (“Participant”), or you are the Participant’s legal representative; but if you are not the Participant:

  • you have all necessary consents and permissions required by law to (x) view any Participant information that you may access using the Services, and (y) undertake any necessary actions with respect to the Participant using the Services; and

  • you will maintain the confidentiality of any information that you view or access in any manner through the Services on behalf of the Participant.
     

DO NOT USE THE SERVICES IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY. In an emergent situation, please call 911, contact your doctor, go to the nearest emergency room, or contact your local crisis center.
 

VERILY IS NOT A HEALTHCARE PROVIDER. Verily does not provide any medical services, including via the Services. Except for communications related to your medical condition that you receive through the Services from your healthcare provider, the Services Content is for informational purposes only and is not intended to be a substitute for professional medical advice, diagnosis or treatment of your medical condition. Specific questions pertaining to your medical condition and appropriate treatment should be directed to your healthcare provider. You should never disregard professional medical advice or delay seeking it because of something you have read on the Services. Healthcare providers participating in Programs through the Services have the exclusive control and responsibility for the delivery of healthcare services and how they interpret and use the information you provide through the Services.
 

Use of AI Features. As part of your enrollment and participation in our Services, we may use your Program Data or User Content for large language models (LLMs) or other machine learning or artificial intelligence features of the Services (“AI Features”) and receive outputs from the AI Features (“Outputs”). Outputs are generated through machine learning processes and are not tested, verified, endorsed, or guaranteed to be accurate, complete or current by Verily. You should independently review and verify all Outputs because it may not accurately reflect or correctly respond to input you provide. The AI Features do not diagnose or treat any medical condition or make other decisions about your health, and it is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of a qualified healthcare provider with any questions you may have regarding a medical condition. The warranty disclaimers and limitations of liability in these Terms apply to the AI Features.
 

Updates to these Terms. We are constantly changing and improving our Services. We reserve the right to add or remove functionalities, content, or features, and we may suspend or stop the Services altogether with or without notice to you. We also reserve the right, at any time in our sole discretion, to modify these Terms. We will inform you of any changes to these Terms by any reasonable means, including by posting those changes on the Service. Any modifications will be effective immediately upon posting on the Service. By continuing to use the Services after we notify you of revisions to the Terms, you will be deemed to have accepted the revised Terms. The “Last Updated” legend at the end of these Terms indicates the date on which the Terms were last updated.
 

Privacy. Please review our Privacy Policy (available at https://verily.com/privacy-policy/) for details about our personal information practices.

Registration and Account Creation

You must create an account to access and use the Services.  You agree to provide information that is current, accurate, and complete, and to maintain and update such information. If you do not maintain such information, or Verily has reasonable grounds to suspect as much, Verily has the right to suspend or terminate your account and your use of the Services. You agree to keep your username and password confidential. You may not transfer or share your password with anyone or create more than one account. You may not use anyone else's account at any time. You are responsible for changing your password promptly if you think it has been compromised. You also agree to immediately notify Verily of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing Verily at verilymesupport@verily.com. You are responsible for all activities that occur under your account. Verily may take any and all actions it deems necessary or reasonable to maintain the security of the Services.

When creating an account, you will be required to complete an identity verification process (“IDV”) using a valid state or federal identification. You agree to use your own identification and to provide accurate and truthful information during the IDV process. As part of this process, your information will be securely shared with a trusted third-party partner(s) for the purpose of verifying your identity. We may also receive and retain information about you to enable our Services. 

Communication Preferences; Electronic Notices and Signatures

By creating an account and providing your phone number and email address, you consent to receive electronic communications from Verily (e.g., via email to the email address you provide, text message to a mobile phone number you provide, or by posting notices to the Services). These communications may include operational notices about your account (e.g., password changes and other transactional information), information about the services you receive or participation in programs, requests for Feedback about our products, services or performance, and are part of your relationship with us. Verily may also send invitations to participate in other services (including research opportunities) when agreed to by you and when permissible by Subscribers (if applicable). You may incur data, call-time or messaging charges from your communication providers in connection with communications from Verily. You may opt-out of text messages by following the instructions in the text message. You may opt out of emails by clicking the opt-out link at the bottom of any email.
 

You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing, and you consent and agree that your use of your finger, a keypad, mouse, or other device to select an item, button, icon, or similar act while using the Services, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. You should maintain copies of electronic communications from us by printing a paper copy, saving an electronic copy, or both. Further, you agree that no certification authority or other third-party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third-party verification will not affect the enforceability of your signature or any resulting contract between you and us.

Ownership and License to Use the Services

Ownership. As between Verily and you, Verily is the sole and exclusive owner of all right, title and interest in and to the Services and their content (excluding User Content, as defined below), features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel) (the “Services Content”), and any associated copyrights, patents, or other protected or unprotected intellectual property rights. You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, 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 Services or Services Content except as permitted by these Terms or otherwise by Verily expressly in writing. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Services or Services Content shall be owned solely and exclusively by Verily or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Services or Services Content.
 

Marks. Certain names, logos, and other materials displayed in and through the Services may constitute trademarks, trade names, service marks or logos (“Marks”) of Verily or its affiliates. You are not authorized to use any such Marks without the express written permission of Verily. Ownership of all such Marks and the goodwill associated therewith remains with us or our affiliates.
 

Your License. Subject to your compliance with these Terms, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Services and Services Content solely for your personal and non-commercial use and only as permitted under these Terms. No other right, title, or interest in or to the Services or Services Content is transferred to you, and all rights not expressly granted are reserved by Verily or its licensors.

Program Data; User Content; Feedback

Program Data. The Services may allow you to upload, store and share content, including data, notes, messages, text, and other materials in connection with the Programs in which you participate (“Program Data”). We collect Program Data on behalf of the Subscriber that sponsors the applicable Program, and our rights in such Program Data are subject to our agreement with the applicable Subscriber and any additional authorizations or consents we obtain from you, if any. You are solely responsible for any Program Data that you submit to the Services, including anyone’s reliance on its quality, accuracy, or reliability.
 

User Content. The Services may allow you to upload, store and share content, including data, notes, messages, text, and other materials generally and not with respect to any particular Program or Subscriber (collectively, “User Content”). Program Data is not User Content. Except for the license you grant below, as between you and Verily, you retain all rights in and to your User Content. 
 

You hereby grant Verily a worldwide, royalty-free, non-exclusive, transferable, perpetual, and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Content, except as otherwise prohibited by applicable law. You waive any right to compensation of any type for your User Content. You represent and warrant that you have all the rights necessary to grant the rights in this section and that use of your User Content by Verily does not violate any law.
 

Verily may, but is not obligated to, review your User Content and may delete or remove your User Content (without notice) from any of the Services in its sole discretion. Removal of any of your User Content from the Services (by you or Verily) does not impact any rights you granted in your User Content under these Terms.
 

Notwithstanding the foregoing, Verily’s use of your personal information is governed by our Privacy Policy.
 

Feedback. If you provide any Feedback to Verily in connection with the Services, you hereby grant to Verily a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit (including incorporating Feedback in Verily’s services and products) such Feedback, in any format or media now known or hereafter developed, and for any purpose. You acknowledge and agree that Feedback is not confidential to you, and that Verily is free to use any Feedback for any purpose. “Feedback” means ideas, concepts, feedback, and know-how that you make available to us in connection with the Services.

Copyright Notices

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. Please direct any inquiry regarding alleged copyright infringement to ip@verily.com.

Restrictions on Use

You agree that in using or accessing the Services, you will not, and will not attempt to:

• Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.

• Violate any local, state, national or international law (including export laws).

• Attempt to or assist anyone to reverse engineer, data mine, disassemble, decompile, or translate any software or other components of the Services.

• Distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or the Services, or any other system, device, or property.

• Access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party.

• Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services.

• License, sublicense, sell, resell, transfer, copy, assign, lease, distribute or otherwise commercially exploit or make available to any third party the Services, Service Content, or User Content other than as expressly permitted herein.

• Create or develop competing products or services or for any other purpose that is to Verily's detriment or commercial disadvantage.

• Damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner the Services, Service Content, or User Content, in whole or in part.

• Use framing techniques to enclose any trademark, logo, or the Services without our express prior written consent.

• Post, transmit or otherwise disseminate any content that, as we determine at our sole discretion: (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, violent, demeaning, intimidating, discriminatory, or racially, ethnically or otherwise objectionable, or infringes our or any third party's intellectual property or other rights, (ii) is derogatory or harmful to our reputation, the reputation of our licensors, or any of our or their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; (iii) may incite violence or other unlawful activity; or (iv) is harmful to children in any manner; or (iv) attempts to obtain the personal information of other users.

• Harm, harass, threaten, abuse, defame, demean, discriminate against, or intimidate any other user of the Services, as we determine in our sole discretion.

• Disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to the Services or any computer network.

• Bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by Verily or any of our service providers to protect the Services.

• Remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services or any Service Content or User Content.

• Use any manual process or automated device to monitor or copy any content made available on or through the Services for any unauthorized purpose except as permitted herein.

• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.

• Copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to Verily or third-party content from the Services.

• Otherwise use the Services in any manner that exceeds the scope of use granted herein.

• Encourage or enable any other individual to do any of the foregoing.
   

We reserve the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

Third-Party Content and Third-Party Services

The Services may include media, data, or content created, owned, or provided by third parties (“Third-Party Content”). We do not control or endorse any Third-Party Content and make no representation or warranties of any kind regarding the Third-Party Content, including regarding its accuracy or completeness. Please be aware that we do not create Third-Party Content, update, or monitor it. In addition, the Services may contain hyperlinks, plug-ins, products, or features operated by third parties (“Third-Party Services”). Such Third-Party Services are not under our control, and we are not responsible for the information, products or services described by, or for the content or features of, any such Third-Party Services. We are providing the Third-Party Content and Third-Party Services to you only as a convenience, and the inclusion of any Third-Party Content or Third-Party Services does not necessarily imply endorsement by us or any association with its operators. Your use of the Third-Party Content and Third-Party Services 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 the Third-Party Content or Third-Party Services.

Lightpath Supplemental Terms.

If you are enrolled in a Lightpath program, these Supplemental Terms of Service (“Supplemental Terms”) apply to your use of the Platform to receive non-clinical health and wellness coaching services and technology products provided by Onduo Management Services LLC (“Onduo MSO”), clinical services, including telehealth services, provided by Onduo MSO’s affiliated professional entities Onduo Professionals, P.C., Onduo Professionals of Alaska, Onduo Professionals of California, P.C., Onduo Professional of Hawaii, P.C., Onduo Professional of Kansas, P.A., Onduo Professional of New Jersey, P.C., and Onduo Professional of Texas, P.A. (collectively the “Onduo Professional Entities”), and durable medical equipment fulfillment services provided by Onduo LLC (“Onduo LLC,” and and together with Onduo MSO and the Onduo Professional Entities, “Onduo,” “we,” “us,” or “our”). The services provided by Onduo MSO, Onduo LLC, and the Onduo Professional Entities are collectively referred to in these Supplemental Terms as the “Lightpath Services”. For clarity, references to “Verily” in the General Terms include Onduo MSO, Onduo LLC, and the Onduo Professional Entities.
 

1. Eligibility; Your relationship with Onduo.
   
   
   1. Eligibility. In addition to any other eligibility requirements that apply to the Platform, you must be a member or a covered beneficiary of a Subscriber who has contracted with Verily to make the Lightpath Services available to you. Lightpath services may be available to persons who are 13 to 17 years of age with consent from their parent or guardian who is a member or covered beneficiary.
      
      
   2. Services Provided by Onduo Professional Entities. The Onduo Professional Entities employ or contract with licensed health care professionals (each a “Provider”) who provide clinical services through telehealth modalities. You understand that by coordinating and consulting with the Affiliated Practices or their healthcare providers through the Services, you are entering into a provider-patient relationship with the applicable Onduo Professional Entity providing services to you, and not Onduo MSO. 
      
      
   3. Services Provided by Onduo LLC. If a Provider writes a prescription for you for durable medical supplies in connection, including continuous glucose monitoring devices, with your use of the Lightpath Services, Onduo LLC may fulfill this order. To the extent that your use of the Lightpath Services includes data received or otherwise generated from any durable medical equipment manufacturer, including continuous glucose monitoring (CGM) devices, you acknowledge and agree that such data is provided by the durable medical equipment manufacturer without any warranty or other terms that contradict, expand or differ from the express warranties and terms published or otherwise made available by such manufacturer.
       
2. Financial Responsibility and Assignment of Benefits
   
   
   1. Your Financial Responsibility. Some or all of the Lightpath Services may be covered in full by your employer or health plan. However, you understand that your health plan may not pay the full amount of the actual bill for services, and you acknowledge and agree that you are fully responsible for paying the Onduo Professional Entities and/or Onduo LLC any amounts not paid by your health plan, including non-covered charges and all copayments, coinsurance, and deductibles. Payment is expected on or before the payment due date set forth in the statement or bill. You further acknowledge and agree that it is your responsibility to inquire about the costs of Lightpath Services in advance when such costs are unclear to you. You agree to provide us with proof of insurance and identification upon request, including potentially before an appointment or interaction through which the Onduo Professional Entities  provides Services or durable medical supplies are ordered through Onduo LLC. In the event any collection action is necessary to collect amounts you owe to the Onduo Professional Entities or Onduo LLC, you agree to pay all expenses associated with such action, including but not limited to, collection agency fees and attorneys’ fees.
      
      
   2. Assignment of Benefits. You hereby assign to the Onduo Professional Entities and Onduo LLC all of your right, title, and interest in any and all health insurance or other health care benefits payable to you or on your behalf by any health plan, including private insurance, Medicare and any other health plan for medical or other professional services or supplies furnished by the Onduo Professional Entities or Onduo LLC. If you claim benefits under Title XVIII of the Social Security Act (Medicare), you hereby certify that the information you provide in applying for payment of such benefits is correct and you specifically authorize Onduo to release to the Centers for Medicare and Medicaid Services and its Medicare administrative contractors any information needed for this or any related Medicare claim. Without limiting the foregoing, you authorize the Onduo Professional Entities and Onduo LLC (or third parties working on their behalf, including Onduo MSO) to release to your health plan information necessary to process claims for payment for services or supplies provided to you, and you authorize direct payment to the Onduo Professional Entities of all benefits payable to you for such services. In the event a health plan pays you directly, you agree to immediately pay such amounts to the Onduo Professional Entities.
       
3. Health Information Privacy.
   
   
   1. Consent to Use and Disclose Health Information. If your consent is required by law, you expressly authorize Onduo or third parties who work on behalf of Onduo to use, disclose, and/or release your health information, including, without limitation, Highly Confidential Information (defined below), for purposes of treatment, payment, health care operations, or other permitted purposes described below and in the NPP, to the fullest extent permitted by applicable law.
      
      “Highly Confidential Information” means information about (a) substance use disorder treatment, (b) genetic information or test results, (c) mental health or illness or developmental or intellectual disability, (d) psychiatric treatment, (e) HIV/AIDS testing or treatment or status, (f) communicable or blood borne diseases, (g) sexually transmitted diseases, (h) child or domestic abuse and neglect, (i) abuse of an adult with a disability, (j) sexual assault, (k) maternity records (including medical records of new mothers and newborns), (l) infertility or fertility assistance, IVF, or artificial insemination, and (m) any other type of information that is given special privacy protection under state or federal laws. You agree that Onduo may release your health information to any person or entity liable for payment on your behalf in order to verify coverage or payment questions, or for any other purpose related to benefit payment, and that Onduo may also release my health information to my employer’s designee when the services delivered are related to a claim under worker’s compensation.
      
      Without limiting the generality of the foregoing, to the extent collected or maintained by the Onduo Professional Entities, you expressly authorize the Onduo Professional Entities to disclose your Highly Confidential Information, including (1) any substance use disorder-related diagnoses, laboratory tests, encounter notes, therapy notes, treatments, medications, or claims, and (2) any HIV/AIDS-related testing, test results, status, diagnoses, or treatment information to Onduo MSO and Verily Life Sciences, LLC (including its agents, legal representatives, and subcontractors) to facilitate your use of the Lightpath Services, to re-disclose your information to case managers who are employees, agents, or subcontractors of Onduo for case management and care coordination, and to obtain payment for services and carry out health care operations.
      
      
   2. Consent to Confidential Telephone and Electronic Communications. You authorize Onduo to send confidential communications, including calls and text messages, to the home, cell, and/or work phone numbers on record at Onduo and/or that you have provided to Onduo, and to leave voice messages regarding your health information at such numbers. You further authorize Onduo to send confidential communications to the email address on record at Onduo. You acknowledge that these communications may include, but are not limited to, test results and other health care information, operational notices about your account (e.g., telehealth appointment reminders, telehealth video consultation links, payment authorizations, password changes, and other transactional information), and requests from Onduo user feedback as part of your relationship with Onduo. You acknowledge that text messages (and emails) may be unencrypted and carry some risk that the information in the messages could be read by an unauthorized person. You further acknowledge and agree that Onduo cannot guarantee the security and confidentiality of the text and email messages that we send to you and we are not responsible for any unauthorized access that occurs during or after the transmission of the text messages to you.
      
      
   3. Third Party Data Services. To use certain features of the Lightpath Services, you will be asked to enroll in or create accounts with certain Third-Party Services and share data with Onduo. For example, in order to receive services from licensed endocrinologists practicing through the Onduo Professional Entities, you will be asked to create an account with Tidepool to share information collected from your glucometer, insulin pump, or insulin pen. For more information regarding Tidepool’s privacy practices, please review Tidepool’s privacy policy https://developer.tidepool.org/privacy-policy/. In addition, you may be asked to create an account with Validic to share information with your Onduo providers. For more information regarding Validic’s privacy practices, please review Validic’s privacy policy https://www.validic.com/privacy-policy/.
       

Termination

Verily may terminate or suspend any of the rights granted by these Terms and your access to and use of the Services with or without prior notice, for any reason, and at any time, including for violations of these Terms. The following provisions, and any other provision which by its nature should survive termination, will survive the expiration or termination of these Terms for any reason whatsoever: Ownership and License to Use the Services;  Program Data; User Content; Feedback; Indemnification; Disclaimer of Warranties; Limitation of Liability; Governing Law, Dispute Resolution, Arbitration; and Miscellaneous Terms.

Indemnification

You agree to indemnify, defend, and hold harmless Verily, its subsidiaries and affiliates, and all of their officers, directors, employees, contractors, agents, and licensors 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: (i) your use of the Services, the Services Content, or other materials or features available on the Services, (ii) your User Content, (iii) your fraud, violation of law, negligence, or willful misconduct, or (iv) your breach of these Terms. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent.

Disclaimer of Warranties

THE SERVICES AND SERVICES CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VERILY AND ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS, AND EACH OF ITS 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 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 SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.
 

YOU ACKNOWLEDGE THAT ANY SERVICES CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES ARE USED AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER VERILY NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE SERVICES AND SERVICES CONTENT. FURTHERMORE, VERILY DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND VERILY DISCLAIMS ANY LIABILITY RELATING THERETO.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VERILY OR ITS RELATED PERSONS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER INDIRECT 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 SERVICES OR ANY SERVICES CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. THIS IS TRUE EVEN IF VERILY OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
 

IN NO EVENT WILL VERILY OR ITS RELATED PERSONS' TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED [$100].
 

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages such as in this section. Accordingly, some of these limitations may not apply to you in their entirety. If you are a resident of a U.S. state that permits the exclusion of these warranties and liabilities, then the limitations in this section specifically do apply to you.

Governing Law; Dispute Resolution; Arbitration

IMPORTANT NOTE: PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND VERILY TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM VERILY. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VERILY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
 

Governing Law. These Terms and your use of the Services shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. Subject to the requirement to arbitrate set forth in this Section 16, exclusive jurisdiction for all disputes that do not require arbitration will be the state and federal courts located in the State of Delaware, and you consent to the jurisdiction of those courts.
 

Informal Dispute Resolution. You agree to first attempt to resolve any dispute, claim or controversy (whether involving contract, tort, equitable, statutory, or any other legal theory) with any of us arising out of or relating to these Terms or the Services (“Dispute”) informally by contacting verilymesupport@verily.com with a description of the Dispute. If we cannot resolve your Dispute informally within 30 days, you and we each agree to a dispute resolution process requiring individual arbitration as set forth in this section.
 

AGREEMENT TO ARBITRATE. You agree that any Disputes that you and any of us are unable to resolve informally will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at verilymesupport@verily.com or by regular mail to the address set forth in the “Contact Information” section below within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use our Services. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you and we are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless you otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in the State of Delaware. All other claims will be arbitrated.
 

Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Governing Law; Dispute Resolution; Arbitration” section. (The AAA Rules are available at https://www.adr.org/Rules.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
 

Arbitration Process. A Party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
 

Arbitration Location and Procedure. The Arbitration shall be held either: (i) at a location determined by AAA pursuant to the AAA Rules (provided that such location is reasonably convenient for you and does not require travel in excess of 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and us; or (iii) via videoconference; or (iv) at your election. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
 

Arbitrators Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.
 

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
 

Changes. Notwithstanding anything to the contrary in these Terms, if we change this “Dispute Resolution” section after the date you accepted these Terms or access our Services, you may reject any such change by sending us written notice (including by email to verilymesupport@verily.com) within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you accepted these Terms, or accessed our Services.
 

No Class Actions. YOU AND VERILY 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 Verily agree otherwise in writing, 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.
 

Severability. All parts of these Terms apply to the maximum extent permitted by law. Verily 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 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.

Notice Regarding Apple App Store.

By accessing or downloading the Mobile Application from the Apple App Store, you are agreeing to Apple’s Licensed Application End User License Agreement, available at: https://www.apple.com/legal/internet-services/itunes/dev/stdeula/ (“Apple Terms”). These Terms govern if there is a conflict with the Apple Terms.

Notice Regarding Google Play Store.

The section only applies to the extent you acquire the Mobile Application from the Google Play Store: (i) you acknowledge that these Terms of Service are between you and Verily only, and not with Google, Inc. (“Google”); (ii) your use of the Mobile Application must comply with Google’s then-current Google Play Terms of Service; (iii) Google is only a provider of Google Play where you obtained the Mobile Application; (iv) Verily, and not Google, is solely responsible for the Mobile Application; (v) Google has no obligation or liability to you with respect to the Mobile Application or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to the Mobile Application.]

Miscellaneous Terms

Software updates. Our Services may allow you to download software, such as mobile applications or browser-side scripts, which may update automatically to ensure you’re using the latest version. Our software may include open source software that is governed by its own licenses that we have made available to you.
 

Notice. You may provide notice to us by emailing us at verilymesupport@verily.com. Any notice sent by you via email is deemed to be delivered upon confirmation of receipt from us.
 

No waiver. No waiver by Verily of any term or condition set forth in these Terms 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 Verily to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
 

No agency relationship. Neither these Terms, nor any Services 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.
 

Remedies. You agree that any violation, or threatened violation, by you of these Terms 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.
 

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

Notice for California Users. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This release includes the criminal acts of others.
 

Notice for Vermont Users. If you are a Vermont resident, you have the right to refuse to receive services through a store-and-foreward method and may request services through real-time telemedicine by contacting using the information listed below.
 

Headings. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.
 

Entire Agreement. This is the entire agreement between you and Verily relating to the Services and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with Verily.
 

Contact Us

If you have any questions about these Terms or the Verily Me program, please contact us at verilymesupport@verily.com or 1-888-506-1587.

If you have any questions about the Lightpath program or supplemental terms, please contact us using the following information: