Minuteful by healthy.io

Terms and Conditions

Last updated: September 1, 2022

IMPORTANT – This App (as defined below) is intended to demonstrate Healthy.io’s (as defined below) mobile application. It is not intended for any kind of use other than as described herein. Under this demonstration, your use of the App is not subject to the prescription requirements typically required for the “Minuteful Kidney test” app and accordingly you will not receive results reflecting your tests. Any results provided to you are not related to your actual use of the App. Accordingly, you should not rely on any results received as a result of this demonstration.

Thank you for downloading this demo application (the “App”). Please read these terms and conditions (the “Terms”) carefully before using this App, the urine test kit (the “Kit”) or any part of the related services, as they constitute a legally binding agreement between you and Healthy.io Ltd. and Healthy.io (US), Inc. (collectively, "Healthy.io", "Us", or "We"), and check them periodically for changes.

ANY USE OF THE APP, THE KIT OR ANY OF THE SERVICES AVAILABLE FROM TIME TO TIME ON OR IN CONNECTION WITH OUR APP OR KIT (COLLECTIVELY, THE “SERVICE”), IS SUBJECT TO AND CONDITIONAL UPON AGREEMENT TO AND COMPLIANCE WITH THE TERMS. BY USING THE SERVICE YOU SIGNIFY YOUR CONSENT TO BE BOUND BY THE TERMS AND OUR PRIVACY POLICY, AND THAT YOU ARE OF LEGAL AGE AND CAPACITY TO FORM A BINDING CONTRACT. DO NOT USE THIS APP FOR SELF-DIAGNOSIS OR SELF-MEDICATION. WE EMPHASIZE THAT HEALTHY.IO IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE OR DIAGNOSIS THROUGH THE SERVICES. ALWAYS SEEK YOUR PRIMARY CARE PROVIDER’S ADVICE FOR ANY MEDICAL QUESTIONS YOU MAY HAVE.

We may change the Terms from time to time and will make material updates thereto by posting a notice on the App. Your continued use of the Service shall constitute your consent to any changes made. If you do not agree to the new terms, you should not use the Service.

At the time of your use of the App, the App or any feature of the App may be designated by Healthy.io as “beta features”. With respect to such beta features you acknowledge that: (a) such features may have not been made commercially available by Healthy.io; (b) such features or results may not be relied upon or fully functional; (c) such features may contain errors, design flaws, or other problems or may be in demonstration-mode only and not intended to provide actual results; (d) it may not be possible to make such features fully functional; (e) such features may change and may not become generally available; and (g) Healthy.io is not obligated in any way to continue to provide or maintain such features or access for any purpose in providing the App. These beta features are provided AS IS, with all faults. You assume all risk arising from use of such features, including, without limitation, the risk of damage to your mobile device or the corruption or loss of data.

  1. The Service.

1.1 Access and use of the Service is permitted only for demo purposes and only as long as you are in compliance with these Terms.

1.2 We may for any or no reason, in our sole discretion and without notice or liability to you or any third party, refuse Service or terminate the Service at any time, and may immediately suspend or terminate your account (if any) and block any and all current or future access to and use of the Service (or any portion thereof), without derogating from any other right or remedy that We may have by law, equity or otherwise.

1.3 You acknowledge that We may, in our sole discretion and at any time(s), change or discontinue providing any part of the Service. In addition, We may, from time to time, perform maintenance upon the Service resulting in interrupted service, delays or errors in the Service.

1.4 As a condition of your use of the Service, you warrant and represent that (i) you are at least eighteen (18) years of age; and (ii) you have all necessary right, power and authority to enter into and perform under these Terms.

1.5 You are entirely responsible for all your use and consequences of using the Service and submitting your urine results on the Service.

  1. General User Conduct.

In connection with the Service, you agree to (i) abide by all applicable laws and regulations, (ii) only make use of information that you own or have a right to use, and (iii) only act appropriately. Without limiting the above, you may not:

2.1. Allow or facilitate a third party, to violate or infringe any rights of Us or others or our policies or the operational or security mechanisms of the Service.

2.2. Use the Service in any way that restricts or inhibits the use of the Service.

2.3. Alter, delete, forge, frame, copy, publicly display, publicly perform, rent, sell, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise, any part of the Service (including without limitation trademarks, service marks and logos contained in the Service ("Marks") but excluding Content provided entirely by you).

2.4. Access or attempt to access any of our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Service or any of the Service's security and traffic management devices.

2.5. Use any robot, spider, other automated device or any tool-bar, web-bar, other web-client, device, software, routine or manual process, to access the Service, submit content, or monitor or scrap information from the Service.

2.6. Create or provide any other means through which the Service may be accessed, for example, through server emulators, whether for profit or not.

  1. Proprietary Rights.

The App, including without limitation the Marks, are protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to the App and as a collective work or compilation, pursuant to laws and international conventions. You acknowledge and agree that We (or our licensors) own and will own all intellectual property rights in or relating to the Service, the App and our Marks. Any rights to the App, Marks or Service not expressly granted herein are reserved by Us. We make no claim of ownership as to the trademarks of any third party linked or displayed on the Service, or with respect to any publisher or publication mentioned on the Service.

  1. Licence.

You hereby grant Us a royalty-free right to use your data and content solely in order to provide the Service in accordance with these Terms.

  1. User Content.

You hereby grant Us a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use and display the information and materials that you provide to Us through the Service as reasonably necessary to provide the Service to you, subject to our Privacy Policy. You agree that we are free to use any feedback, ideas or suggestions (“Feedback”) that you provide to Us with respect to the Service for any purposes whatsoever without any restriction, including developing and marketing new products, services and features without any liability or payment of any kind to you. You waive all intellectual property rights in any such Feedback.

  1. Arbitration.

You and Healthy.io agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Healthy.io are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination or expiration of these Terms or of the Services and any other contractual relationship between you and Healthy.io.

If you desire to assert a claim against Healthy.io, and you therefore elect to seek arbitration, you must first send to Healthy.io, by certified mail, a written notice of your claim ("Notice"). The Notice to Healthy.io should be addressed to: Healthy.io (US), Inc., Attn: LEGAL NOTICE, 10-24 School St. Suite 802, Boston, MA 02108 ("Notice Address"). If Healthy.io desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Healthy.io, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Healthy.io and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Healthy.io may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Healthy.io or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after Healthy.io receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org. by calling the AAA at 1-800-778-7879, or by requesting them from Us by writing to Us at the Notice Address. The arbitrator is bound by these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms, including this arbitration agreement. Unless Healthy.io and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.

If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Healthy.io’s last written settlement offer made before an arbitrator was selected (or if Healthy.io did not make a settlement offer before an arbitrator was selected), then Healthy.io will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND HEALTHY.IO 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 Healthy.io agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

If this agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for the State of Delaware. Both Healthy.io and you agree to waive any and all rights to a jury trial in the event this agreement to arbitrate is found to be unenforceable.

  1. Disclaimers of all Warranties.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS, WE AND OUR SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES, TERMS AND CONDITIONS OF MERCHANTABILITY, ACCURACY, CORRESPONDENCE WITH DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE OR USE AND SATISFACTORY QUALITY, AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.

  1. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL HEALTHY.IO (AND/OR ITS EMPLOYEES, PARTNERS, ASSOCIATES AND/OR REPRESENTATIVES) BE LIABLE FOR ANY DAMAGE (INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGE, SUCH AS DAMAGE DUE TO LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, DAMAGE TO GOODWILL, ETC.) ARISING OUT OF THE USE AND/OR INABILITY TO USE AND/OR THE RESULTS OF USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE. THE SOLE AND EXCLUSIVE RELIEF AVAILABLE TO YOU IN ANY SUCH EVENT(S) IS TO CEASE USING THE SERVICE. NOTHING IN THESE TERMS LIMITS OR EXCLUDES EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY WHICH THE LAW DOES NOT ALLOW A PARTY TO LIMIT OR EXCLUDE.

  1. Governing Law and Exclusive Courts.

These Terms will be governed by the laws of the State of Delaware and subject to the exclusive jurisdiction of the courts of the State of Delaware.

  1. Consent to receive calls and text messages.

By providing your mobile number, you are agreeing to be contacted by or on behalf of Healthy.io at the mobile number you have provided, including calls and text messages, to receive informational, product or service related (e.g., progress tracking, reminders, etc.) messages and communications relating to the App. Message and data rates may apply.

Healthy.io is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM Act”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages and calls from Us as set forth hereinabove. E-mails, newsletters, and text messages received from Us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an e-mail or text message from Us which you do not believe is fully compliant with the CAN-SPAM Act or the TCPA, please contact Us at [email protected].

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

  1. General.

These Terms comprise the entire agreement between you and Us, and state our and our suppliers’ entire liability and your exclusive remedy with respect to the Service, and supersede all prior agreements pertaining to these Terms’ and to the Privacy Policy's subject matters. If any provision of these Terms is held to be contrary to law, such provision shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. The section titles in these Terms are solely used for convenience and have no legal or contractual significance. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under these Terms shall not constitute a waiver of such term. Our suppliers are third-party beneficiaries of these Terms. These Terms, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by Us to a successor of all or substantially all of Our business or assets.