Terms of Service

NomadMD LLC, a Washington limited liability company (“Nomad”, “Company”,“we”,“our” or “us”) is a software service provider that owns and operates the website nomadmd.app (the “Site”) enabling users to request on-demand IV treatments via our electronic platform that reference these Platform Terms (this “Agreement” or these “Terms”).

The on-demand IV treatments coordinated via our Site, or NomadMD Platform may be provided by Nomad or by entities holding a valid license from Nomad (“Licensees”). These Licensees are independent service providers who have entered into agreements with Nomad to offer appointment based services to end users using the NomadMD Platform. Such Services are subject to the terms and conditions outlined in these Platform Terms.

Accessing or using our Site (including all content and functionality) or creating an account on our Nomad Platform creates a binding agreement between you as a user (“you”or “your”) and us and shall be the equivalent of a written paper agreement between you and us. If you create an account on the Nomad Platform on behalf of an organization or other entity, then “you” includes you and that entity, and you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. The effective date of this Agreement is when you accept or are deemed to accept this Agreement as discussed below.

These Terms apply to your use of the Services and software provided on our Site, the use of our Services provided on another website or platform, any other services, content, communications, and offerings relating to the Site, and as set forth in these Terms (the “NomadMDPlatform”).

NOTE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 25 BELOW BEFORE DOWNLOADING OR USING THE NOMADMD PLATFORM.

We reserve the right to make modifications to these Terms at any time and for any reason. Please check these Terms regularly to ensure you are aware of any modifications made by us. By continuing to access or use our Site or the NomadMD Platform after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to these Terms, you must immediately stop using our Site and the NomadMD Platform.

1.    Platform. The NomadMDPlatform enables users (“Users”) to offer, search for, and request on-demand IV treatment services (the “Services”). Users who use the NomadMD Platform to provide services are “Providers”, and Users who use the NomadMD Platform to request Services are “Recipients.” To access the NomadMD Platform, you must first create an account pursuant to Section 4 below. Subject to these Terms, we provide the NomadMD Platform including hosting and maintaining the Site, facilitating the Services provided for Users. Licensees may use the NomadMD Platform to coordinate the assignment of Providers to Users and to generally provide Services to Users. You acknowledge that we do not supervise, direct, control, or monitor Providers or Licensees in performance of any Services and you agree that: (a) Nomad does not make any representations about or guarantee any particular outcome as a result of using the NomadMD Platform; and (b) nothing will create an employment, agency, or joint venture relationship between Nomad and any Provider or Licensee offering Services on the NomadMD Platform.

2.    Acknowledgement and Disclaimers. By using the NomadMD Platform, you acknowledge and agree that Recipients, and not Nomad, are solely responsible for (a) evaluating and determining the suitability of any Provider for Provider Services; (b) verifying any information about another User; and (c) deciding whether to request Provider Services on the NomadMDPlatform. Nomad is not party to any agreements between Users on the NomadMD Platform. Additionally, Nomad is not party to any agreements between Users and Licensees who are using the NomadMD Platform to provide Services.

3.    Privacy. By accessing or using the NomadMD Platform, you intend to and expressly agree to be bound by all the terms and conditions of this Agreement and our Privacy Policy (available at https://www.nomadmd.app/privacy-policy) (the “PrivacyPolicy”), which is incorporated herein by reference. If you do not agree to these terms and conditions, you may not use the NomadMD Platform. Any information that you provide to us is subject to the Privacy Policy, which governs our collection and use of your information. You understand that through your use of the NomadMD Platform you consent to the collection and use of your information as set forth in the Privacy Policy.

4.    Accounts. Users must register an account to access and use the features of the NomadMD Platform. By registering to use the NomadMD Platform, you represent and warrant that you:  

·      If an individual, are of legal age;

·      Are legally qualified to enter a binding contract with us;

·      Are not prohibited by law from using the NomadMD Platform;

·      Do not have any serious underlying health conditions that make the Services unsuitable for you;

·      Do not have more than one account on the NomadMD Platform; and

·      Have not previously been removed from the NomadMD Platform by us, unless you have our express written permission to create a new account.

·      Are legally permitted to use and access the NomadMD Platformand take full responsibility for the selection and use of and access to the NomadMD Platform.

Moreover, you agree to provide accurate, current, and complete information during registration in addition to keeping your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Nomad if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (a) ask you to provide identification or other information, (b) undertake checks designed to help verify your identity or background, (c) screen you against third-party databases or other sources and request reports from service providers.

If at anytime you cease to meet these requirements, we reserve the right to delete your account with us, to revoke all credentials held by you and to delete all Content uploaded by you to the NomadMD Platform.

5.    Authorized Users. Depending on whether you are acorporate entity party to an agreement with NomadMD, we may authorize you togrant other individuals within your organization access to the NomadMD Platform from time to time (each, an “Authorized User”). You are solely responsible for Authorized User activities and interaction with the NomadMD Platform. You agree to ensure all Authorized Users are aware of all restrictions of use in these Terms, the Privacy Policy, and any other rules or requirements applicable to the NomadMD Platform. You agree to cause Authorized Users to comply with such provisions. You are solely responsible for all actions taken by and interactions with Authorized Users, including providing any disclosures governing an Authorized User’s interaction with the NomadMD Platform, and any applicable Privacy Policy or further obligations required by us or any applicable law. Any obligation imposed on you by these Terms shall be applicable to you and to any Authorized User.

6.    Recipient Terms. You, as a Recipient, can use the NomadMD Platform to connect with, and schedule appointments with Providers to provide on-demand appointment based services. When you request  on-demand appointment based services as a Recipient, you are agreeing to provide the Provider with access to all information previously inputted by you into the NomadMD Platform.

In general, if as a Recipient you wish to cancel your request for on-demand services, you must contact the Provider that you have scheduled an appointment with and provide them with all details they request to cancel your request prior to the completion of Services by the applicable Provider.

You are responsible and liable for your own acts and omissions. Additionally, (a) you are responsible for providing Providers with accurate, truthful, and complete information related to your physical and mental health as necessary forProviders to provide on-demand IV treatments, and (b) you must act with integrity, treat others with respect, and comply with applicable laws at all times.

You further acknowledgethat Nomad does not control nor does it have knowledge of the validity of any Provider credentials and/or the competency of any Providers on the NomadMD Platform, or the outcomes of receiving on-demand services using the NomadMD Platform. It is your responsibility to investigate the Providers on the NomadMD Platform to determine whether they are suitable and to conduct your own research and consult with a physician to determine your suitability to receive on-demand services.  

7.    Provider Terms. The NomadMD Platform provides tools that make it easy for you, as a Provider, to list your availability, and provide on-demand services to Recipients (“Provider Services”). Once you have created an account on the NomadMD Platform you will have access to a webpage on the Site where you will be able to input your availability to provide Provider Services. Your availability will be made available for Recipients for purposes of enabling Recipients to schedule appointments.

All information you provide to NomadMD must be complete and accurate.  You are responsible for keeping the availability information you provide to NomadMD up-to-date and accurate at all times.

You are responsible for understandingand complying with any laws, rules, regulations, and contracts with third parties that apply to the Provider Services provided by using the NomadMD Platform. 

You acknowledge that as a Provider you are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in the Provider Services. You are solely responsible for providing Provider Services and in no way will NomadMD be liable or responsible for any acts or omissions in connect with your provision of Provider Services to Recipients. You may not collect any fees or charges from Recipients.

8.    Content. Parts of the NomadMD Platform enables you, or your Authorized Users to provide feedback, text, photos, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, you, or your Authorized Users, grant Nomad a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, and otherwise exploit, that Content, without limitation. If Content includes personal information, our Privacy Policy describes how we use that personal information. You are solely responsible for all Content that you, or your Authorized Users, provide and warrant that you either own it or are authorized to grant Nomad the rights described in these Terms. You are responsible and liable if any of your, or your Authorized User’s Content violates or infringes the intellectual property or privacy rights of any third party.

You hereby represent and warrant that any Content you, or your AuthorizedUsers provide:

·       Is not created solely for the purpose of advertising orother commercial content, including company logos, links or company names;

·       Does not contain spam, unwanted contact, or content that isshared repeatedly in a disruptive manner;

·       Does not endorse or promote illegal or harmful activity, is not sexually explicit, violent, graphic, threatening, or harassing;

·       Does not attempt to impersonate another person, account, or entity, including a representative of Nomad;

·       Is not illegal and does not violate another person's or entity's rights, including intellectual property rights and privacy rights;

·       Does not contain another person's private or confidential information, including content that is sufficient to identify a listing's location.

You agree to defend, indemnify, and hold us harmless for all damage or liability we incur because of your violation of this Section.

9.    Compliancewith Laws. You agree to provide and/or use the NomadMD Platform only for lawful purposes, and to conduct your business on the NomadMD Platform, in accordance with all applicable laws and regulations. You will not use the NomadMD Platform for any fraudulent or illegal activity.

10.  Fees; Payment Processing. In general, NomadMD makes money by charging fees to Users for the right to use the NomadMD Platform. We also facilitate the payment of certain fees on theNomadMD Platform. The amount of our fees and charges may be disclosed on the appropriate page on our Site summarizing the transaction and requiring your authorization before proceeding or through a separate written agreement with you. By using the NomadMD Platform, you agree to pay all fees. Subject to applicable law and as authorized by our agreements with you, we reserve the right to adjust our pricing and fees at any time. All payments between Users will be processed through third-party payment processors. Nomad uses Finix, Inc. (“Finix”) as a third-party payment processor and may use other sub-processors. The processing of payments will be subject to Finix’s Terms & Policies (available at https://finix.com/terms-and-policies), in addition to the PrivacyPolicy and these Terms. We are not responsible for any errors by Finix. Furthermore, we are not responsible for any payments between Users.

11. Finix Platform and Privacy Policy Acknowledgement. Nomad customers, Users, and (a “Sub-Merchant” or, the “Sub-Merchants”) may access and use the payments platform provided by Finix (the “Finix Platform”) subject to certain restrictions. Sub-Merchants are required to comply with Finix’s Terms & Policies (available at https://finix.com/terms-and-policies), which is incorporated herein by reference. Finix’s Terms & Policies may be updated from time to time by Finix at its sole discretion and without prior notice, and by continuing to use the Finix Platform, Sub-Merchants agree to be bound by the then-current version of the Finix Terms & Policies. Finix is expressly designated as a third-party beneficiary of these Terms of Service and Nomad’s Privacy Policy, with the right to enforce any provisions applicable to the Finix Platform. Sub-Merchants will be granted a limited, non-exclusive right to access and use the Finix Platform solely for the purpose of processing transactions on behalf of their customers, subject to these Terms of Service and the Finix Terms and Policies. Sub-Merchants shall not: (a) use the Finix Platform to create any service, software, documentation, or other material that performs substantially the same functionality as the Finix Platform; (b) disassemble, decompile, reverse-engineer, or attempt to discover any source code, algorithms, or trade secrets underlying the Finix Platform or any of its components; (c) impose or allow any third party to impose any lien, security, or other encumbrance on the Finix Platform; (d) adapt, combine, create derivative works of, or otherwise modify the Finix Platform; (e) disable, circumvent, or otherwise undermine any security device, mechanism, protocol, or procedure implemented in the Finix Platform; (f) use or access the Finix Platform for any unlawful, fraudulent, deceptive, malicious, or otherwise harmful purpose; (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Finix Platform or related documentation; or (h) use the Finix Platform in any manner that could damage, disable, overburden, or impair the Finix Platform or interfere with any third party’s authorized use of the platform. Sub-Merchants may not use any software, hardware, or other tools to scan or monitor the Finix Platform, Finix’s servers, or network infrastructure for purposes such as measuring or analyzing uptime, operating systems, virtual environments, or other installed applications, including but not limited to stress testing, load testing, or performance benchmarking. Finix disclaims any and all liability for damages of any kind, whether direct, indirect, incidental, consequential, or otherwise, that may arise from Sub-Merchant use of the Finix Platform. Finix provides the Finix Platform "as is" and disclaims any warranties of any kind, including but not limited to warranties of title, merchantability, fitness for a particular purpose, or non-infringement, and no oral or written information provided by Nomad or Finix will create any warranty not expressly stated herein. By using the Finix Platform, Sub-Merchant agrees to Nomad’sPrivacy Policy, and its policies regarding data privacy and information security, including the collection, processing, and sharing of Sub-Merchant data and the data of Sub-Merchant customers with third parties, including but not limited to Finix, as necessary to provide the Services. Sub-Merchants are responsible for understanding and complying with all applicable laws and payment network rules, and Sub-Merchants hereby agree to use the Finix Platform in full compliance with these legal requirements. Nomad reserves the right to monitor your compliance with these Terms of Service, and in the event of any breach, Nomad may notify Finix and take any necessary enforcement action, including termination of your access to the NomadMD Platform or the Finix Platform.

12. Your License to the NomadMD Platform. Subject to your payment of applicable fees and continuedc ompliance with this Agreement and any separate agreements we may have with you, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access the NomadMD Platform as authorized in these Terms. Except for the limited license to access the NomadMD Platform identified in the preceding paragraph, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring to you, by implication, estoppel or otherwise, any right, title, or interest to any intellectual property of the Company, our third-party service providers or any other third party, including any (a) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know how, information, or technical data; (b) copyright protected works, copyright registrations, mask works, mask work registrations or applications in the United States or any foreign country;(c) trademarks, trademark registrations, service marks, logos or applications therefor in the United States or any foreign country; (d) trade secrets; or (e) any other tangible or intangible proprietary rights anywhere in the world.

13. RestrictionsOn Use. You agree that you will not:

·      distribute the NomadMD Platform for any purpose, including, without limitation, compiling an internal database, redistributing or reproducing the NomadMD Platform by way of the press or media or through any commercial network, cable or satellite system;

·      allow other individuals or entities to access your account without the express written permission of Nomad;

·      create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the NomadMD Platform in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise;

·      permit, allow or do anything that would infringe orotherwise prejudice the proprietary rights of the Company or its licensors or allow any third party to access the NomadMD Platform;

·      probe, scan or test thevulnerability of the NomadMD Platform and any system or network;

·      breach or otherwise circumvent any security orauthentication measures;

·      access, tamper with, or use non-public areas or parts of theNomadMD Platform, or shared areas of the NomadMD Platform you have not beeninvited to;

·      access, search, or create accounts for the NomadMD Platform byany means other than our publicly supported interfaces;

·      promote or advertise products or services other than yourown without appropriate

authorization;

·      circumvent storage space, usage, or transaction limits forimproper means, including attempting to circumvent our fees;

·      publish or share materials that are unlawful or indecent, or that contain extreme acts of violence or terrorist activity;

·      advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment;

·      harass or abuse our personnel or representatives or agentsperforming services on

behalf ofthe Company;

·      store, publish or share material that is fraudulent, defamatory, or misleading; or

·      violate the law in any way.

14. PlatformRules. In addition to the restrictions outlined in Section 13, you mustensure that your use of our NomadMD Platform complies with certain platform rules that we may publish or update from time to time (the “PlatformRules”). You agree that you will not input any information onto the NomadMD Platform that would constitute a violation of Section 13.  

If you do not agree to our Platform Rules, you must immediately cease to use the NomadMDPlatform or the Site. You understand that our Platform Rules are binding and that in the event of your breach of our Platform Rules or this Agreement we will have discretion to take the following steps: (a) terminate your account, (b)reduce and/or suspend your access to the NomadMD Platform, and (c) remove your Content, with or without any prior notice. For the avoidance of doubt, any breach of the Platform Rules by you constitutes a material breach of thisAgreement.

15. Nomad’s Role. While we work hard to ensure our Users have great experiences using the NomadMD Platform, we do not and cannot control the conduct of Users. You acknowledge that Nomad has the right, but does not have any obligation, to monitor the use of the NomadMD Platform and verify information provided by our Users. Users acknowledge and agree that Nomad administers these Terms, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Users agree to cooperate with and assist Nomad in good faith, and to provide Nomad with such information and take such actions as may be reasonably requested by Nomad with respect to any investigation undertaken by Nomad regarding the use or abuse of the NomadMD Platform. Nomad is not acting as an agent for any User.

16. Suspension. Without limiting our ability to terminate under this Agreement or our right to change, modify, suspend or discontinue the NomadMD Platform at any time as set forth elsewhere in these Terms, we also reserve the right to cancel or suspend transactions and/or the NomadMD Platform due to fraud or compliance-related concerns.

17.  Third-Party Links and Services. The NomadMD Platform may contain links to other sites.  The Company does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice or statements contained at such sites, and when you access such sites, you are doing so at your own risk.

18. Feedback. If any User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the NomadMD Platform, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, without any attribution or compensation to any party, although we are not required to use any Feedback.

19. Assumptionof Risks.

·      You understand, acknowledge, and freely assume all risksrelating to your access or use of the NomadMD Platform.

·       You understand and acknowledge there is no guarantee that personal information and transactions on the NomadMD Platform or on the internet will be maintained confidential and secure.  Your access or use of the NomadMD Platform is at your own risk, and that to the maximum extent permitted by applicable law we assume no liability or responsibility pertaining to the NomadMD Platform, your use of the NomadMD Platform or the receipt, storage, transmission or other use of your personal information.

20.  Indemnity. You agree to indemnify and hold NomadMD, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "NomadMD Party"and collectively, the "NomadMD Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys'fees) relating to or arising out of any and all of the following: (a) Your use of, or inability to use, our Services or NomadMD Platform; (b) your violation of the Agreement; (c) your violation of any rights of another party, including any Users; or (d) your violation of any applicable laws, rules or regulations.Nomad reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Nomad in asserting any available defenses.This provision does not require you to indemnify any of the NomadMD Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to our Services.

21.  Limitations on Liability and Disclaimers.

·       NO WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH YOU, THE NOMADMD PLATFORM IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

·       NO SPECIAL DAMAGES. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS ORLOST SAVINGS, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

·      PROFESSIONAL ADVICE DISCLAIMER. NOMAD OFFERS SERVICES THAT ARE DESIGNED FOR WELLNESS PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN BEFORE USING OUR PRODUCTS. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE IN OR VIA THE SERVICES OR THE NOMADMD PLATFORM AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN. DONOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF INFORMATION AVAILABLE ON THE SITE OR NOMADMD PLATFORM. THE USE OF INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE, NOMADMD PLATFORM OR AVAILABLE THROUGH THE SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TOBE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT,THE PRACTICE OF MEDICINE INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. NOMAD IS CONTINUALLY UNDER DEVELOPMENT AND NOMAD MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE ADVISIBILITY OF THE SERVICES.

·      MEDICAL DISCLAIMER. BY USING OUR SERVICES OR THE NOMADMD PLATFORM, YOU AFFIRM THAT EITHER YOUR PHYSICIAN HAS APPROVED YOUR USEOF THE SERVICES AND NOMADMD PLATFORM OR THAT ALL OF THE FOLLOWING STATEMENTS ARE TRUE: (I) YOU ARE NOT CURRENTLY EXPERIENCING ABNORMAL SENSATIONS SUCH AS NUMBNESS; (II) YOU HAVE NOT SUFFERED A RECENT INJURY, SURGERY, OR TRAUMA; AND(III) YOU ARE NOT SUFFERING FROM MUSCLE ATROPHY OR ANY OTHER INJURY THAT WOULD BE EXACERBATED IV THERAPY. YOU ALSO AGREE THAT YOU WILL NOT USE OUR SERVICES ALTOGETHER IF: (i) YOU HAVE USED OR ARE USING ANY CARDIAC STIMULATOR, IMPLANTED DEFIBRILLATOR OR OTHER IMPLANTED METALLIC OR ELECTRONIC DEVICE; (ii) HAVE HADOR DO HAVE EPILEPSY OR A HISTORY OF SEIZURES, OR ANY SENSORY OR MENTAL IMPAIRMENT PREVENTING COMMUNICATION OR SENSATION OF STIMULATON INTENSITY; OR(iii) YOU HAVE HAD OR DO HAVE ANY HEART PROBLEM OR CONDITION. MOREOVER, YOU ACKNOWLEDGE AND AFFIRM THAT OUR SERVICES SHOULD NOT BE USED IF YOU ARE EXPERIENCING SWOLLEN OR INFLAMED AREAS, SKIN ERUPTIONS OR OTHER WOUNDS, UNCONTROLLED HEMORRHAGING, INFECTIONS, OR ANY OTHER SERIOUS MEDICAL ILLNESS.

·       ADDITIONAL LIMITATION. IN NO EVENT WILL NOMAD, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS,OFFICERS OR EMPLOYEES BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: GOVERNMENT ENFORCEMENT DUE TO NOMAD’S FAILURE TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS, VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD PARTY WEBSITES; PERSONAL INJURY; THIRD PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; THE USEOR INABILITY TO USE THE SERVICES; ANY OTHER WEBSITE ACCESSED TO OR FROM THE SERVICES; OR EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

·       AGGREGATE LIABILITY. IN NO CASE WILL NOMAD’S, ITS AFFILIATES', AGENTS', LICENSORS', AND THEIR RESPECTIVE DIRECTORS', OFFICERS'AND EMPLOYEES' CUMULATIVE TOTAL LIABILITY FOR ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) ARISING UNDER OR RELATING TO THE SERVICES BE MORE THAN THE VALUE OF SERVICES ACTUALLY PAID FOR BY YOU DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

22.  Term and Termination.

·       We may, at any time and in our sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of the NomadMD Platform, either temporarily or permanently.

·       At any timeand in our sole discretion, without prior notice, and without any liability to you, we may (a) cancel or deactivate your account; or (b) temporarily or permanently, suspend, restrict, or terminate access to any or all of the NomadMDPlatform for any reason or for no reason.  We are under no obligations to disclose its reason for any termination or suspension of the NomadMD Platform to you or generally.

·       In the event of any termination of this Agreement, discontinuation of the NomadMD Platform, or termination of your right to access the NomadMD Platform: (i) all fees and amounts payable to us by you shall immediately become due, (ii) we may delete any of your User data without any liability to you, provided that we also reserve the right to retain your User data for seven (7) years following termination; and (iii) we may cancel any open transactions that are pending at the time of the termination of your right to access the NomadMD Platform. We reserve the right to retain aggregated anonymized User data for longer to improve the NomadMD Platform, prevent fraud and produce aggregated statistics.

·       The provisions of these Terms relating to indemnification, our limitations of liability and disclaimers, your warranties and any other provisions which by their terms should reasonably survive termination, shall survive termination of the NomadMD Platform or this Agreement.

23.  Separate Agreement. From time to time, we may enter into separate agreements to govern your use of the NomadMD Platform. Where the terms of such separate agreement(s) conflict with these Terms, those terms will prevail, but only to the extent they conflict.

24.  Notices. We may provide you with notices in any of the following methods: (a) via the NomadMD Platform, including by a banner or pop-up within the applicable Site, account or elsewhere; (b) bye-mail, sent to the e-mail address you provided us; and/or (c) through any other means, including any phone number, SMS or text message or physical address you provided us. Such notice to you will be deemed received and effective upon receipt or twenty-four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice. If we choose to notify you through electronic communication, you agree to receive such communications, including but not limited to our applicable policies, statements, reports, invoices, receipts, disclosures, legal or regulatory statements or documents via electronic delivery.

25.  Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY, AS ITLIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU TO ARBITRATE DISPUTES WITH US. If you have a dispute with us, we will first seek to resolve such a dispute through our support team.

Except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property, copyrights, trademarks, trade names, logos, trade secrets, or patents, and except for disputes related to any chargebacks, refunds, adjustments, ACH returns, or other disputes (“Sub-MerchantDisputes”) involving a Sub-Merchant’s use of the Finix Platform, any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by binding arbitration.

In the event of a Sub-Merchant Dispute, the Nomad will work directly with the Sub-Merchant to review and resolve such disputes in accordance with the VISACardholder Information Security Program, the MasterCard Site Data ProtectionProgram, and any other program or requirement that may be published and/or mandated by the payment networks applicable to Sub-Merchants usage of the Finix Platform, using the information provided through the Finix Platform. Nomad will provide any necessary evidence or information to Finix to support the resolution of the dispute. Any dispute between the Company and the Sub-Merchant regarding a Sub-Merchant Dispute that cannot be resolved will be subject to arbitration, as set forth in this section.

The location of the arbitration will be determined by Nomad to be either (a) the state of your residence or (b) the county and state of our chosen legal counsel at the time of the dispute. The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Disputes will not be resolved in any other forum or venue. You agree that any arbitration will be conducted by a sole arbitrator. Pre-arbitration discovery will be limited to the greatest extent provided by the rules of AAA, the arbitration award will not include factual findings or conclusions of law, and no punitive damages will be awarded. Notwithstanding any other rules, no arbitration proceeding brought against Nomad will be consolidated with any other arbitration proceeding without Nomad’s written consent. Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in the county and state in which Nomad maintains its principal office at the time the award is rendered, in the county and state where Nomad is organized or incorporated, or in any other court having jurisdiction. The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

NOTICE: BOTH YOU AND NOMAD ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TOHAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS ARBITRATION AGREEMENT, BOTH YOU AND NOMAD ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. BY AGREEING TO ARBITRATION, YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. THIS ARBITRATION AGREEMENT EVIDENCES A TRANSACTION IN INTERSTATE COMMERCE,AND THUS TO THE EXTENT APPLICABLE, THE U.S. FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THIS PROVISION. BOTH YOU AND NOMAD CONFIRMT HEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

26.  Governing law. This Agreement shall be governed pursuant to the laws of the State of Washington without regard to principles of conflict of laws.  you agree that Nomad may initiate a proceeding related to the enforcement or validity of Nomad’s intellectual property rights in any court having jurisdiction.  With respect to any proceeding that is not subject to arbitration under this Agreement or policies incorporated herein, you agree that any proceedings shall be in the federal or state courts located in Washington. You waive any objection to venue and to submit to personal jurisdiction in any such courts.

27.  Interpretation. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

28.  Entire Agreement. This Agreement as it may be amended or modified from time to time in accordance with these Terms, and all other legal notices and policies on this Site, constitutes the entire agreement between you and the Company with respect to the use of the NomadMD Platform.

29.  Amendment. The Company reserves the right, inits discretion, to amend this Agreement at any time by posting amendments on this Site. All amendments made to these Terms will take immediate effect. If any resulting amendment or modification to these Terms requires Nomad to interrupt, terminate, or cancel access to and/or use of the NomadMD Platform, then it shall have the exclusive right to do so. You are responsible for periodically reviewing the amendments on this Site, and you are deemed to be aware of such amendments. If you do not agree to the amended terms and conditions, you shall immediately stop using this Site. Access to this Site or use of this Site after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions.

30.  Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

31.  Inurement. This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.

32.  Assignment. You shall not assign or transfer any of your rights or obligations under this Agreement without our prior written consent, which we may withhold at our sole and absolute discretion.  Any actual or attempted assignment hereof by you contrary to the terms of this Agreement shall be null and void.  We may, at our discretion, assign some or all our rights or obligations to a third party, without your consent or approval.  If we are acquired by, sold to, or merged with a third-party entity, we reserve the right to transfer or assign all your User data as part of such merger, acquisition, sale, or change of control.

33.  Support. Please direct questions, complaints, or issues to contact@nomadmd.app

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