End User Service Agreement

THIS END USER SERVICES AGREEMENT (THIS “AGREEMENT”) CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (“USER”) AND LIFESTYLE MEDICINE INSTITUTE LLC (“COMPANY”) AND GOVERNS USER’S ACCESS TO AND USE OF THE SERVICES (AS DEFINED BELOW).  BY ACCEPTING THIS AGREEMENT AND/OR ACCESSING AND USING THE WEBSITE, USER CONSENTS TO THIS AGREEMENT AND THOSE ADDITIONAL GUIDELINES, RULES, AND OPERATING POLICIES COMPANY MAY ESTABLISH FROM TIME TO TIME AND POST ON THE WEBSITE (AS DEFINED BELOW) OR IN OR THROUGH THE APPLICATIONS (AS DEFINED BELOW) (INCLUDING, BUT NOT LIMITED TO, IN THE APPLE, INC. APP STORE AND/OR THE GOOGLE PLAY STORE), INCLUDING, BUT NOT LIMITED TO, COMPANY’S PRIVACY POLICY, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY, THE “POLICIES”).  IF USER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, USER WILL NOT BE PERMITTED TO USE THE SERVICES.  FROM TIME TO TIME, COMPANY MAY MODIFY, AMEND, OR OTHERWISE CHANGE THIS AGREEMENT AND/OR THE POLICIES, WHICH MODIFICATIONS, AMENDMENTS, OR CHANGES BECOME EFFECTIVE ONCE POSTED ON THE WEBSITE OR IN THE APPLICATIONS, AND USER’S ACCESS TO AND USE OF THE WEBSITE AND/OR THE SERVICES THEREAFTER WILL BE SUBJECT THERETO.

  1. SERVICES.  
    1. Certain Definitions.  In this Agreement: “Applications” means Company’s mobile applications through which the Services are or may be provided; “Enterprise” means a third party to which User belongs, that employs User, that provides healthcare services to User, or with respect to which User is otherwise affiliated; “Enterprise Agreement” means a certain agreement by and between an Enterprise and the Company through which the Company permits Enterprise’s end users (including User) to access and use the Applications and the Services (as defined herein); Services” means Company’s software-as-a-service platform that enables User to access various Content (as defined herein) related to tracking, maintaining, and promoting User’s health and wellness, all of which is accessible and usable through https://piviohealth.com/ (the “Website”) and the Applications; and “Content” means any information, test data, test results, suggestions, recommendations, data, communications, messages, files, images, photos, graphics, videos, audio, or other materials uploaded, downloaded, posted, presented, displayed or published on, or transmitted, distributed or otherwise linked through, the Website, the Applications, or the Services by User or by a third party.
    2. User’s Use Through Enterprise.  User is provided with access to the Applications and/or the Services as a result of Enterprise’s Enterprise Agreement.  Accordingly, User’s use of the Website, the Applications, and/or the Services is subject to the terms and conditions set forth in this Agreement and in such Enterprise Agreement.  Except as otherwise expressly set forth herein, in the event of a conflict between any term or condition set forth in this Agreement and any term or condition set forth in the Enterprise Agreement, the term or condition which most favors Company, as determined by Company, will govern.  User understands Company may suspend, discontinue, or terminate User’s access to and use of the Applications and/or the Services (without penalty or liability to User) in accordance with the Enterprise Agreement (including in the event of payment failure or payment delay by the Enterprise through which User accesses the Applications and/or the Services).
    3. Use of Services.  Subject to the terms and on the conditions set forth in this Agreement, during the Term (as defined below), User has the limited, non-exclusive, and non-transferable rights to access and use the Services (through the Applications or otherwise) in the U.S. solely for User’s own purposes in accordance with this Agreement and the Enterprise Agreement.  User acknowledges and agrees its subscription to access and use the Services is neither contingent on the delivery of any future functionality or features or the delivery of any other services, nor is it dependent on any oral or written public comments made by or on behalf of Company regarding future functionality or features.   
    4. Passwords.  In connection with User’s access to the Services, User will create an online account with Company through which User will access and use the Services (the “Account”).  The Account will be accessible through unique user identifications and passwords created by User (collectively, the “Passwords”).  User agrees to maintain the Passwords in strict confidence and not to provide the Passwords or access to the Account to any third party without first obtaining Company’s prior written consent.  In the event any Passwords are lost or compromised, User will be responsible solely for all actions as a result of such loss or compromise, except to the extent arising from Company’s gross negligence or willful misconduct.
    5. Third Party Interactions.  Any relationship, exchange of data, or other interaction between User and a third party on or as a result of the Services (other than facilitators and coaches provided by Company in connection with the Services), is solely between User and such third party, and User hereby releases and holds Company harmless from, and will look to such third party with regard to, any claims relating to or arising out of such third party interaction.  Company is not a party to, has no involvement or interest in, makes no representation, warranty, or guaranty with respect to, and has no obligation in connection with, any communication, transaction, interaction, dispute, or any relation whatsoever between User and any third party through the Services.
  1. USE OF THE SERVICES; PROPRIETARY RIGHTS
    1. User Responsibilities.  User agrees to: (i) comply with all terms and conditions set forth herein; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, the Account, and/or the Passwords; and (iii) use the Services in accordance with all applicable laws and government regulations.  User further expressly agrees it will not use the Services to: (A) to send or store infringing, obscene, threatening, harassing, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (B) to store, upload, download or transmit viruses, worms, time bombs, Trojan horses, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Services; (C) impersonate any person or entity or falsely state or misrepresent User’s affiliation with another person or entity, including, without limitation, Company; (D) use any robot, spider, scraper or other automated means to access the Services and collect content for any purpose without Company’s express written permission; (E) access the Website or the Services in order to build a similar or competitive website, product, or service or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (F) circumvent any technological measure implemented by Company to restrict the manner in which Content may be Published (as defined below) or to regulate the manner in which Content (including, but not limited to, email) may be transmitted to other users.  
    2. Proprietary Rights
      1. All software embedded in the Services, the Applications and/or the Website owned or controlled by Company (the “Software”), and the Services, the Applications and/or the Website, are and shall remain the sole and exclusive property of Company.  User agrees that User will not directly or indirectly: (a) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this Agreement; (b) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including, without limitation, the creation of derivative works or similar products; (c) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site; (d) possess or use the Software in any format other than machine-readable format; (e) build a product using similar ideas, features, functions or graphics as the Services, the Applications and/or the Website; (f) copy any ideas, features, functions or graphics of the Services, the Applications and/or the Website; and/or (g) take any act to remove, obscure, interfere with, or modify the presentation or functionality of any aspect of the Software or the Services.  The restrictions set forth in this Section 2.2(i) shall survive any termination of this Agreement.  All rights not expressly granted herein by Company hereby are reserved by Company. 
      2. User acknowledges and agrees Company owns all right, title, and interest in and to the Website, including, without limitation, in and to Company’s owned or controlled graphics, logos and trademarks, applications, multimedia content, or other information, and the look, feel, layout and organization of the Website (collectively the “Materials”).  Nothing set forth in this Agreement will be construed as granting, by implication, estoppel or otherwise, a license or right to use the Materials.  All Materials are copyright © Lifestyle Medicine Institute LLC, all rights reserved.
  1. PAYMENT.  As User is accessing and using the Services pursuant to an Enterprise Agreement, no fees are due and payable to Company by User. 
  1. CONTENT; USER CONTACT INFORMATION
    1. Content.
      1. User understands and acknowledges Company does not own or control any Content uploaded, downloaded, submitted to, posted, presented, displayed, or published on, or transmitted, distributed, or otherwise linked through the Services by User or any third party (individually and collectively, “Publish” or any derivatives thereof as the context dictates).  User understands and agrees Company does not control, is not responsible for, and expressly disclaims all representations and warranties with respect to all liability related to or arising from, Content.  Unless expressly stated otherwise, Company does not verify or endorse any Content and does not guarantee the accuracy, integrity, quality, or appropriateness of any Content.  User is responsible solely for User’s access to, use of and/or reliance on, the Content, and User understands it uses and relies on such Content at User’s sole risk.  Under no circumstances will Company be liable in any way for any Content or for any loss or damage of any kind incurred as a result of User’s use of any Content.  Company is not responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Content.  Notwithstanding anything to the contrary set forth herein, Company, in its sole discretion, reserves the right to refuse, move, modify, or delete any Content for any reason, with or without notice to User.  
      2. Company does not own or claim ownership of any Content that User Publishes; provided, however, except to the extent limited pursuant to Section 13 below or the ultimate sentence of this Section 4.1(ii), User hereby grants, and upon Publication automatically grants, to Company a perpetual, irrevocable, unlimited, fully paid-up, royalty-free, transferable, fully sub-licensable (through multiple tiers), worldwide license to reproduce, copy, store, perform, publish, display, post, modify, distribute, incorporate into other works, prepare derivative works of, and otherwise use Content User Publishes solely in connection with: (a) Company’s performance of the Services; (b) the development and improvement of the Services and Company’s other products and services; (c) the generation, use, disclosure, and other exploitation of usage information and data about the Services, including, without limitation, the creation of metric, statistical, benchmarking, and analytical data; and (d) the other purposes expressly set forth in this Agreement.  User hereby agrees it does not have the right to review, approve, or otherwise receive notice of Company’s use of any Content.  To the extent required by applicable law, including, but not limited to, HIPAA (as defined below), and to the extent used by Company in connection with scientific and commercial purposes, User’s Content will be aggregated, de-identified, and blinded in a manner that does not identify, refer to, or imply a reference to, User.
      3. If User Publishes Content, User hereby represents and warrants to Company: (a) User either owns all right, title and interest in and to such Content, or User possesses sufficient rights, approvals, licenses, consents, and permissions as are necessary to Publish such Content; (b) Content User publishes does not violate any applicable law or any third party rights; and (c) Company may use such Content for the purposes described herein.  
    2. User Contact Information.  Company collects certain User contact information (the “User Information”).  By entering into this Agreement, User consents to Company’s use and disclosure of such information in connection with Company’s provision of the Services, analytics to learn about the uses and users of the Services, the uses set forth in Company’s privacy policy posted on the Website, other uses permitted by this Agreement, and, unless User opts out of such communications in accordance with the Policies, to deliver to User or User’s organization marketing communications about Company, the Website, and/or the Services.  
  1. CONFIDENTIAL INFORMATION.  Each Receiving Party (as defined herein) will hold in strict confidence, not use except as otherwise authorized herein, and protect from disclosure to unauthorized third parties the Confidential Information of the Disclosing Party (as defined herein).  For purposes hereof, “Confidential Information” means any information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that relates to such Disclosing Party and that reasonably should be known by the Receiving Party to be confidential or proprietary to the Disclosing Party under the circumstances of disclosure or in light of the nature of the information disclosed.  Confidential Information will not include information that: (i) was publicly available, or that subsequently becomes publicly available, except by wrongful disclosure hereunder by the Receiving Party; (ii) was in the Receiving Party’s possession prior to receipt of the same hereunder, as evidenced by the Receiving Party’s prior written records; or (iii) was received from a third party who was not known by the Receiving Party to be under any obligation of confidentiality with respect to such information or to have violated any applicable law.  Nothing set forth herein shall be construed to prohibit Company from disclosing User’s Confidential Information: (a) to any third party that has a need to know such information in connection with the Services; (b) in connection with the enforcement of Company’s rights hereunder; or (iii) to comply with any order or other requirement of a court (e.g., subpoena), administrative agency, or other governmental body or applicable law.  
  1. REPRESENTATIONS AND WARRANTIES.  User represents and warrants to Company that: (i) User is at least eighteen (18) years old; (ii) User has full power and authority to enter into this Agreement, which constitutes a legal, valid and binding obligation enforceable against User in accordance with the terms hereof; and (iii) User is not (and has not been) named on the U.S. Treasury Department’s listing of specially designated nationals and blocked persons or is, or has been, otherwise blacklisted by any U.S. instrumentality. 
  1. INDEMNIFICATION.  User agrees to indemnify, defend, and hold harmless Company and its affiliates, subsidiaries, officers, managers, members, employees, consultants, representatives, agents, successors and assigns from and against any and all claims, losses, liabilities, sums of money, damages, expenses, costs (including, but not limited to, reasonable attorneys’ fees) and/or actions arising from User’s breach of any term, condition, representation or warranty set forth in this Agreement.  
  1. DISCLAIMER OF WARRANTIES.  USER HEREBY AGREES USER’S USE OF THE WEBSITE, THE APPLICATIONS, THE SERVICES, THE MATERIALS, AND/OR THE CONTENT IS AT USER’S SOLE RISK AND USER WILL BE RESPONSIBLE SOLELY FOR ANY DAMAGE OR LOSS TO USER OR USER’S COMPUTER SYSTEM (INCLUDING, WITHOUT LIMITATION, MOBILE DEVICES) OR LOSS OF DATA THAT RESULTS FROM USER’S USE OF THE SERVICES, APPLICATIONS AND/OR WEBSITE, INCLUDING, WITHOUT LIMITATION, THE DOWNLOAD OF FILES, SOFTWARE AND/OR ANY GRAPHICS, OR OTHER CONTENT.  THE WEBSITE, THE APPLICATIONS, THE MATERIALS, AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT.  COMPANY DOES NOT WARRANT THE WEBSITE, THE APPLICATIONS, THE SERVICES, THE MATERIALS, AND/OR THE CONTENT WILL MEET USER’S REQUIREMENTS OR THAT THE WEBSITE, THE APPLICATIONS, AND/OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES COMPANY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE WEBSITE, THE APPLICATIONS, THE SERVICES, THE MATERIALS, AND/OR THE CONTENT OR AS TO THE ACCURACY, TRUTHFULNESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE, THE APPLICATIONS, AND/OR THE SERVICES OR THAT DEFECTS THEREIN WILL BE CORRECTED.  COMPANY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES FOR GOODS OR SERVICES RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE, THE APPLICATIONS, AND/OR THE SERVICES OR ACCESSED THROUGH ANY LINKS PROVIDED IN CONNECTION THEREWITH.  

    USER EXPRESSLY ACKNOWLEDGES AND AGREES THE WEBSITE, THE APPLICATIONS AND/OR THE SERVICES RELY UPON THIRD PARTY SOFTWARE AND HARDWARE FOR CERTAIN FUNCTIONS AND COMPANY MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTEE TO USER SUCH SOFTWARE OR HARDWARE WILL BE ERROR FREE, ACCOMPLISH A SPECIFIED PURPOSE, OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND COMPANY WILL NOT BE LIABLE TO USER FOR ANY FAILURE THEREOF. 

    USER ACKNOWLEDGES COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.  ACCORDINGLY, COMPANY WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OR ANY ISSUE OUTSIDE OF COMPANY’S REASONABLE CONTROL. 
  1. LIMITATION OF LIABILITY.  IN NO EVENT WILL COMPANY BE LIABLE TO USER OR ANY OTHER PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, LOST PROFITS, CONSEQUENTIAL, REMOTE, COVER, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE WEBSITE, THE APPLICATIONS, THE MATERIAL, THE CONTENT, AND/OR THE SERVICES, OR TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF COMPANY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.  FURTHER, IN NO EVENT WILL COMPANY’S TOTAL CUMULATIVE LIABILITY TO USER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100).  USER AND COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES USER AND COMPANY ENTER INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE RISK BETWEEN USER AND COMPANY AND FORM A BASIS OF BARGAIN BETWEEN THE USER AND COMPANY.  No claim may be asserted by User against Company more than twelve (12) months after the earlier of: (i) the date of the cause of action underlying such claim; and (ii) the termination or expiration of this Agreement.  
  1. TERM AND TERMINATION.  The term of this Agreement commences on the date of User’s first acceptance of this Agreement and shall continue: (i) for the term of the Enterprise Agreement; or (ii) unless and until terminated by Company in accordance with the immediately following sentence (the “Term”).  At any time during the Term, Company may terminate this Agreement without penalty or liability to User by emailing User notice of termination of this Agreement.  
  1. GOVERNING LAW.  This Agreement will be governed by the laws of the State of California as applied to agreements entered into and performed entirely within the State of California, except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction.  Both parties hereto irrevocably consent to the jurisdiction of the state and federal courts located in San Bernardino County, California.    
  1. CONSENT TO USE OF ELECTRONIC SIGNATURES AND RECORDS.  As a convenience and courtesy to User, Company provides access to the Services online which may require User to enter into agreements or receive notices electronically.  Accordingly, User acknowledges and agrees that by clicking “I Agree” or “I Accept” anywhere on the Website or in the Applications: (i) User agrees to conduct electronically the particular transaction into which it thereby enters including, without limitation, accepting this Agreement; (ii) User read and understands the electronic copy of electronic contracts, notices and records, including, without limitation, this Agreement and any amendments hereto; (iii) User agrees to, and intends to be bound by, the terms of the particular transaction into which User thereby enters; (iv) User is capable of printing or storing a copy of electronic records of transactions into which User enters including, without limitation, this Agreement and any amendments hereto; and (v) User agrees to receive electronically information about the Services, and other electronic records into which User thereby enters including, without limitation, this Agreement; provided, however, User will not receive electronic communications related to marketing without User’s affirmative consent to receipt of marketing communications. 
  1. NO MEDICAL ADVICE OR SERVICES.  
    1. Waiver and Release.  User acknowledges, understands, and agrees: (i) the Services are not a “health plan” (as such term is defined in 45 C.F.R. §160.103) or a substitute therefor; (ii) Company is not an insurance company or provider, User’s doctor or healthcare services provider, or a healthcare plan administrator (the “Provider(s)”); and (iii) the Services are not medical services. 

      Company’s role is limited to providing the Services to User.  The Services are a wellness and health support program intended to help participants improve their overall health.  Neither the Services nor the Content are intended to replace medical advice, and Company and its employees, representatives, agents, and contractors do not, directly or indirectly, engage in the practice of medicine, provide medical care or treatment, render medical advice or services, or provide any other health services.  User should consult User’s healthcare provider prior to enrolling in the Services, or if User has any questions or concerns about User’s participation in the Services, a specific medical condition (including preexisting conditions), or medical treatment.  Company expressly disclaims responsibility, and User agrees Company has no liability, for any damages, loss, injury, or liability whatsoever suffered as a result of User’s reliance on the information accessed through the Services, or otherwise due to User’s participation in the Services.  Reliance on any information provided by Company, its employees, contractors, or others appearing on the Services is solely at User’s own risk.

      Company does not endorse specifically any test, treatment, medication, physician, product, procedure, opinion or other information referenced through the Services or recommended by any Provider.  User should never disregard professional medical advice or delay in seeking professional medical advice because of anything User sees or reads or hears through the Services.  Company does not endorse, warranty, or guarantee positive outcomes or the effectiveness of the Services or any physician, provider, tool, product, service, process, or methodology accessed through the Services.

      Company is not responsible for any Providers’ acts, omissions, or for any content of the communications made by such Providers.  Any information or advice received from a Provider comes from such Provider alone, and not from Company.  Neither Company, nor any of its subsidiaries or affiliates or any third party that may promote the Service or provide a link to the Service, shall be liable for any professional advice obtained from a Provider via the Services or for any other information obtained on the Services.  

      If User thinks User may have a medical emergency, User should call User’s doctor or “9-1-1” immediately.
    2. Blood Testing.  Dried blood spot or venipuncture blood testing performed as part of the Services may be conducted by: (i) third party laboratories contracted by Company; (ii) third party laboratories independently engaged by User; and/or (iii) laboratories operated by Enterprise; (in any case, the “Laboratories”).  By User providing its blood sample as a part of the Services, User hereby consents to the Laboratories’ performance of testing on such sample and understands the Laboratories may upload the results (the “Test Results”) directly to User’s Account for User’s review and for review by third parties authorized by User through the Services.  In the event the Laboratories not contracted by Company are used for performance of blood testing as part of the Services, User may be required to upload User’s Test Results to User’s Account.  As a part of the blood testing, User may be asked to authorize the release of User’s results to User’s Account or to Company in order to comply with applicable law.  User acknowledges and understands that failures or errors may occur in the laboratory testing process and User may be asked to resubmit a sample or may not be able to receive results.  Company disclaims any guaranty or warranty related to the Laboratories, and laboratory testing services and User hereby unconditionally and irrevocably forever releases and holds harmless Company from any and all liability that may arise directly or indirectly in connection with the Laboratories, laboratory testing and/or receipt of User’s Test Results.  
    3. HIPPA.  User and Company agree to take such actions as may be necessary in order to meet the requirements of Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (“HIPAA”) to the extent applicable to the Services not later than the time period required for implementation by HIPAA.
    4. Consent to Data Sharing.  Notwithstanding anything in this Agreement to the contrary, User acknowledges Company may engage third parties to support and/or provide the Services by, among other things: developing or improving the Services; hosting the Services, reviewing and analyzing Test Results and/or User’s healthcare and diet information; providing advisory services and recommendations based on User’s Content; reviewing and analyzing results of surveys completed by User; and/or providing other related services; (collectively the “Contractor Services”).  Accordingly, these third parties may have limited access to User’s personally identifiable information and User’s Content in the course of providing services to Company (collectively, the “User Data”).  Access to User’s User Data by these third parties is limited to the information to which User consents and that is reasonably necessary in order for such third parties to perform their function for Company.  Company uses commercially reasonable efforts to require these third parties to protect the privacy of User’s User Data under privacy policies or confidentiality agreements that are at least as protective of User’s User Data as the Policies, and does not authorize these third parties to use User’s User Data except for the express purpose for which it is provided.  Notwithstanding anything in this Agreement to the contrary, by accepting this Agreement, during the term of the agreements pursuant to which User accesses and uses the Website, the Applications, and/or the Services, User hereby agrees and consents to provide its User Data to Company, to Enterprise (but only in aggregated, de-identified, and blinded formats), and to the third parties referenced in this Section 13.4 solely for the purposes of permitted under this Agreement.  User hereby unconditionally and irrevocably forever releases and holds harmless the Company from any and all liability that may arise directly or indirectly in connection with these third parties’ uses of User’s User Data.
    5. Withdrawal of Consent.  At any time during the Term, User may notify Company at contact@piviohealth.com of User’s withdrawal of the consents provided in Section 13.4 above; provided, however, if User withdraws such consents, Company will immediately suspend and/or terminate User’s access and use of the Website, the Applications, and/or the Services without penalty or liability to User.
  1. MISCELLANEOUS.  
    1. Entire Agreement.  This Agreement, the Enterprise Agreement, and the Policies constitute the entire agreement and understanding between Company and User and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written, between Company and User. 
    2. Survival.  The provisions of this Agreement that by their nature and context are intended to survive the performance and termination of this Agreement, will survive the completion of performance and termination of this Agreement.  
    3. Enforceability.  If any part(s) of this Agreement are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement shall continue in effect.  
    4. Use of Feedback.  At all times, User agrees Company may use or incorporate any suggestions or recommendations submitted by User without compensation or attribution to User, and User hereby assigns to Company all rights, title, and interest in and to such suggestions or recommendations.