MiSalud Terms of Use

Last Updated August 16, 2022

These Terms of Use (“TOU”) are between you as the individual consenting to these TOU (“you” and its derivatives) and MiSalud, Inc., acting for itself and any of its subsidiaries, affiliates, or parent entities, or their successors (collectively, “MiSalud”) and govern your individual and personal use of MiSalud’s mobile application (“App”), your personal account within MiSalud’s desktop application located at the URL www.misalud.ai (“Site” and, together with the App, the “Platform”), and your receipt of services made available by MiSalud to you via the App or the Site (“Services”) during the applicable subscription period selected by you (“Subscription Term”). For clarity, the Services exclude any (i) third-party services, (ii) products, (iii) care, (iv) diagnosis, treatment and the prescription of medications (“Medical Services”), or (v) advice that may be provided by third-party providers other than MiSalud, including Saluca, PC (“Third-Party Providers”) even if access to these Third-Party Providers and their products or services is facilitated via the Platform.  MiSalud does not provide Medical Services.  It operates the technology Platform through which you can connect with Third-Party Providers who may render Medical Services and receive other Services.

  1. Acceptance of TOU. Please read these TOU carefully as they affect your legal rights and obligations. If you have previously accepted earlier versions of these terms and conditions, you agree that, as of the date you accept the present TOU, the present TOU will apply to you, to the exclusion of any and all prior terms or conditions between you and MiSalud. IF YOU DO NOT AGREE TO BE BOUND TO ALL OF THESE TOU, YOU MAY NOT USE THE PLATFORM OR RECEIVE ANY SERVICES.YOU AGREE TO BE BOUND TO THESE TOU BY EITHER (A) ACCESSING OR USING, OR CONTINUING TO ACCESS OR USE, OUR PLATFORM OR THE SERVICES, (B) REGISTERING FOR AN ACCOUNT, OR RENEWING YOUR SUBSCRIPTION TO AN ACCOUNT, OR (C) CLICKING “I AGREE” OR “I ACCEPT” OR OTHER SIMILAR DESIGNATION OF CONSENT.
  2. Eligibility. You must be at least 18 years old to use the Platform or receive Services in your own name. You must have the legal authority and ability to enter into and agree to be bound by these TOU.
  3. Arbitration and Class Action Waiver. THESE TOU GIVE MISALUD THE RIGHT TO REQUIRE DISPUTES BE RESOLVED ONLY IN AN INDIVIDUAL CAPACITY BY FINAL AND BINDING ARBITRATION (AND NOT BY COURT LITIGATION). THIS MEANS THAT YOU, ACTING ON YOUR BEHALF OR THAT OF ANY MINORS TO WHOM YOU ARE A PARENT OR LEGAL GUARDIAN, WAIVE ANY RIGHT TO A JURY TRIAL AND WAIVE ANY RIGHT TO BRING CLASS ACTIONS AGAINST MISALUD. See Section 25 on Dispute Resolution for complete details.
  4. Payment Obligations
  • 4.1. This Section will not apply to the extent that a third-party company (including, by way of illustration but not limitation), your employer, a financial institution, credit union or similar third party (“Third-Party Payor”), has entered into an agreement with MiSalud pursuant to which the Third-Party Payor has agreed to pay MiSalud for the cost of your subscriptions, provided such Third-Party Payor does actually pay for the same. In the event that the Third-Party Payor breaches its obligation to pay MiSalud for subscription fees incurred by you, you acknowledge and agree that MiSalud may suspend or terminate your account, cease the further access to or provision of the Platform or Services, and/or condition the further access or use of the Platform or Services on your agreement to issue payments to MiSalud for fees owed (provided, however, we will never charge you for fees for which we have received compensation from the Third-Party Payor).
  • 4.2. Unless subscription fees are payable and paid on your behalf by a Third-Party Payor, you agree to pay MiSalud for the corresponding subscription fees for the applicable service plan selected by you via the Platform. To the extent that you provide information pertaining to a credit card, debit card, bank account, PayPal account or other payment processor or provider on your behalf (“Payment Processor”), you hereby authorized MiSalud to present and collect payment for the charges and associated taxes, if any, to the applicable Payment Processor on the applicable billing period for your plan (e.g. monthly, semi-annual, annual) on your behalf. Without limiting your cancellation rights under this TOU or pursuant to applicable law, you agree that you will not dispute or challenge our presentation or collection of charges to the Payment Processor designated on the Platform for fees properly owed or due for the service plans you have selected. You agree to maintain any and all information necessary for us to present payment requests to the Payment Processor current.
  • 4.3. If you select a monthly billing plan, fees will be due and payable monthly, on the date noted in your account profile.
  • 4.4. If you select a pre-paid billing plan, fees will be due and payable on the date ordered and thereafter on the applicable billing period (e.g. semi-annually, annually). Payments for pre-paid plans are due in full, in advance of the applicable period, and, even in the event of mid-term cancellation, are not refundable except as required by law or as otherwise expressly provided for in these TOU.
  • 4.5. Unless you provide timely cancellation notice or upgrade notice as required under Section 5 below, your selected service plan will automatically renew on the same basis as originally selected on an uninterrupted and continuous basis. However, MiSalud reserves the right to change prices as noted below for any upcoming renewal, provided that MiSalud will provide notice to you via your account, email, or by posting on the Platform, if your particular service plan will be subject to a price increase in the upcoming renewal period. If you object to an upcoming price increase, please notify us immediately. Your sole and exclusive remedy in that case is to exercise the account cancellation option in Section 5 below.
  • 4.6. If you elect to upgrade your service plan at any time, you agree that MiSalud may pro-rate and charge you for the applicable additional fees for the upgraded service plan selected by you. Prorations may be for a full or partial month.
  • 4.7. If you elect to downgrade your service plan at any time, MiSalud may provide you with a pro-rata refund of fees paid for the prior plan, but reserves the right to apply reduced pricing as of the first day of full month in which your downgraded plan goes into effect.
  • 4.8. Our fees do not include taxes. If we are legally required to collect sales, use, or other taxes from you, these will be separately itemized and collected from you together with the applicable fees, or when or as required by law.
  • 4.9. Unless otherwise agreed by MiSalud in writing, fees are (i) due and payable immediately upon ordering the new or upgraded service, and otherwise on the applicable renewal date for the renewed service plan, (ii) non-refundable, (iii) payable in United States Dollars or the currency quoted by MiSalud on the Platform.
  • 4.10. We may suspend or terminate your further access to or use of the Platform or receipt of Services if your account is late or overdue or otherwise delinquent, without in doing so, limiting our right to seek payment due in full by any legal or equitable means available to us.
  1. Account Cancellation. You may cancel your account at any time by providing notice to us at contact@misalud.ai. If you are under a monthly plan, your cancellation will be effective on the last calendar day of the month in which you provide us notice. If you are under a pre-paid plan, your cancellation will be effective on the last calendar day of the month in which your cancelled plan was originally set to renew. Until your cancellation is effective, you may continue using the Platform and receiving Services, and you will continue to be liable for applicable fees, to the extent unpaid or outstanding. At the conclusion of your service and in accordance with MiSalud’s data deletion practices, your account will be deleted, along with all data in the account, and you will not have any continued access to the Platform or the Services or any data therein.
  2. Additional Terms. In some cases, additional or different terms may apply to your use of a specific service or offering made available via the Platform (“Separate Offerings”), including terms and conditions that may be imposed or presented to you by Third-Party Providers (“Additional Terms”). Any Additional Terms involving a Third-Party Provider are solely and exclusively between you and the Third-Party Provider and you acknowledge and agree that MiSalud is not the Third-Party Provider nor responsible for delivering the Separate Offerings of the Third-Party Provider, and that such responsibility is solely and exclusively that of the Third-Party Provision. To the extent there is a conflict between these TOU and any Additional Terms, the Additional Terms will control and apply to the Separate Offering, unless expressly stated otherwise.
  3. MiSalud’s Role. YOU ACKNOWLEDGE AND AGREE THAT MISALUD IS NOT ENGAGED IN THE PRACTICE OF MEDICINE OR PROVIDING MEDICAL SERVICES OR MENTAL HEALTH SERVICES. MiSalud’s sole role is to support the technology that makes the Platform function and enables you to access Services, some of which may be provided by coaches and licensed providers, including Third-Party Providers. MiSalud is not a healthcare provider, insurance provider, or prescription fulfillment service. MiSalud may facilitate your access to Services provided by a healthcare provider through the Platform, but MiSalud is independent from and does not control healthcare providers. This means MiSalud is not in control of or responsible for their acts, omission, or any content, advice or other information they may share as part of the Services or through the Platform. ALTHOUGH YOU MAY HAVE ACCESS TO PROFESSIONAL HEALTH CARE PROVIDERS AND SERVICES THROUGH THE PLATFORM, NEVER DISREGARD MEDICAL ADVICE FROM ANY OF YOUR  PROVIDERS OR DELAY IN SEEKING MEDICAL ADVICE OR TREATMENT BECAUSE OF SOMETHING YOU HAVE READ, LEARNED, OR BEEN COMMUNICATED TO YOU THROUGH THE PLATFORM. IF YOU THINK YOU ARE HAVING A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM.
  4. Coaches. You may have the ability to interact with coaches through our Platform who provide you with peer-to-peer Services such as support, tips, and other informal recommendations. COACHES ARE NOT ACTING IN THE CAPACITY OF A HEALTH CARE PROFESSIONAL LICENSED TO PRACTICE MEDICINE. ACCORDINGLY, COACHES DO NOT PROVIDE ANY MEDICAL ADVICE, CLINICAL SERVICES, DIAGNOSIS, TREATMENT, OR HOLD THEMSELVES OUT AS BEING ABLE TO DO SO. IF YOU CHOOSE TO ENGAGE WITH COACHES THROUGH THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT COACHES DO NOT PROVIDE MEDICAL CARE AND COACHES ARE NOT ACTING IN A HEALTH CARE PROFESSIONAL CAPACITY. You acknowledge that any information provided by coaches is intended as reference only and should not be taken as medical advice. If you need medical advice or personalized medical care, please consult with your physician or with a Third-Party Provider acting in the capacity of a health care professional accessed through the Platform.
  5. Licensed Health Care Providers. You also have the ability to interact with certain licensed health care or mental health providers through the Platform. Such licensed providers are matched through the Platform and are engaged by Third Party Providers, not by MiSalud, and use independent professional judgment in rendering Medical Services. MiSalud provides administrative, payment, technological and other supportive-type services for the Third-Party Providers.  Third-Party Providers are responsible for the quality and appropriateness of the Medical Services they render to you on the Platform, and any professional advice received form a Third-Party Provider on the Platform comes from the Third-Party Provider alone and not from MiSalud.  MiSalud does not recommend or endorse any specific Third-Party Providers, tests, medications, products, or procedures, and will not in any way be liable for any Medical Services or other services or advice provided to you by a Third-Party Provider. Your reliance on any Third-Party Provider or information delivered by the Third-Party Providers via the Platform is solely at your own risk and you assume full responsibility for all risks associated herewith. By accepting these TOU, you acknowledge and agree that MiSalud is not a health care provider and that by using the Services, you are not entering into a doctor-patient or other health care provider-patient relationship with MiSalud. By using the Services, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with a Third-Party Provider. YOU SHOULD CONSULT YOUR REGULAR PHYSICIAN OR DOCTOR IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT REGARDING ANY ADVICE, DIAGNOSIS, TREATMENT, PRESCRIPTIONS, OR OTHER RECOMMENDATIONS RECEIVED VIA THE PLATFORMS OR AS PART OF THE SERVICES. Although Third-Party Providers engaged in the provision of Medical Services are licensed to practice medicine, you should consult with your primary provider to confirm any treatment plan is appropriate for you.
  6. Account Registration. Certain areas of the Platform require you to register for an account and provide information to use those features, including your name, email address, age, billing address and other information that identifies, describes, or is reasonably capable of being associated with you or that deemed to be personally identifiable under applicable data privacy laws (“Personal Information”). Any Personal Information you provide us is governed by our Privacy Policy. By creating or renewing your account, using the Platform, or requesting the Services, you agree to the terms of our Privacy Policy. If you choose not to provide such information, you may not be able to register for your account, access the Platform, or receive the Services. You agree to provide only true, accurate, current, and complete information at all times. If we reasonably believe you provided any untrue, inaccurate, misleading, outdated, or incomplete information, we have the right to suspend or terminate your account and deny you access to the Platform and related Services. By registering for an account or creating a profile, you agree to accept responsibility for all activities that occur under that account, including keeping your password secret and secure. You agree to immediately notify us at contact@misalud.ai of any unauthorized use of your account or any other breach of security as soon as you learn about it.
  7. Information You Submit. While MiSalud uses reasonable technical, administrative, and physical measures to protect your Personal Information and Protected Health Information or PHI (defined below), you acknowledge that the Platform and Services delivered via the Platform rely on the Internet and your personal mobile or computing or similar devices that connect to the Internet, which may be subject to breaches of security. Any User Content (defined below), Personal Information, PHI, or other information you submit through the Platform or in connection with the Services may not be secure. You agree that you have considered and assumed such risks before submitting any information to the Platform or disclosing the same in the course of requesting or receiving the Services.
  8. Communications
  • 12.1. Consent to Electronic Communications. By opting in to use MiSalud’s Platform and Services, you affirmatively consent to conduct business electronically with MiSalud and 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. 
  • 12.2. Consent to Receive Calls and Text Messages.
  • 12.2.1. By providing your mobile number, sending MiSalud an initial text, or otherwise opting-in to receive telephonic communications from MiSalud, you are agreeing to be contacted by or on behalf of MiSalud at the mobile number you have provided, including calls and text messages, regarding your Account and use of the Platform and Services. These text messages or calls may be automated and may include information about your treatment plan, appointment reminders, order confirmations, shipping notifications, messages from your Provider, and other transactional messages. You may also sign up to receive promotional and marketing calls and text messages. You are not required to consent to promotional and marketing calls and text messages as a condition of purchase. You may update your notification preferences from MiSalud at any time by going through your Account.
  • 12.2.2. By consenting to receive MiSalud text messages, you represent that you are the subscriber of the cellular service at the mobile number provided or that you are authorized by the subscriber to sign-up for texts. MiSalud does not charge you for our text message program. But if you enroll in text messages from MiSalud, you understand and agree that: (1) you will be responsible for any message and data rates that may apply for any messages sent to you from MiSalud and to MiSalud from you, (2) message frequency may vary, and (3) neither MiSalud, nor your or MiSalud’s mobile carriers, are liable for delayed or undelivered messages. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.
  • 12.2.3. We may send you one or more welcome messages or administrative messages, such as (in some cases), a request to confirm your opt-in. After that, you will receive recurring text messages, and the specific amount may vary depending on how you use our Services (e.g. if you communicate with us through SMS, or if you send a HELP request).
  • 12.2.4. Our text messages are supported on all U.S. carriers. Please note, however, that the supporting mobile carriers may change without notice, and the particular text message program you join may be limited to specific carriers.
  • 12.2.5. You can opt out of marketing text messages from MiSalud at any time by texting the word “STOP” to a text message from MiSalud. After you send the text message “STOP” to us, we will send you a text message to confirm that you have been unsubscribed. After this, you will no longer receive text messages from MiSalud unless and until you re-consent to receiving text messages again.
  • 12.2.6. You also understand and agree that we have provided you with reasonable methods of opting out, and that any other method of opting out, including, but not limited to, texting words other than “STOP” or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out. Please be advised that if you opt out of marketing text messages, MiSalud may still send you transactional text messages about your account or use of the Platform and Services. You can opt out of transactional text messages by updating your notification preferences in your account.
  • 12.2.7. We may send you a text message to confirm your opt out of transactional text messages. Please note that if you withdraw your consent to receive text messages, some Platform features and certain Services may no longer be available to you and you may not receive important and helpful information and reminders about your Services. If you have revoked consent and want to re-enroll in receiving transactional text messages, you can re-enroll by updating your notification preferences in your account.
  • 12.2.8. If you are experiencing issues with MiSalud’s text messaging program, you can text the word “HELP” to a text message from MiSalud for more assistance, or you can get help directly at support@miSalud.ai
  • 12.3. Sensitive Communications. You understand that while MiSalud takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from MiSalud outside of thePlatform (including off-Platform communications with Third-Party Providers) are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email outside of the Platform, you do so at your own risk. By opting into text messages, you consent to sending text messages to MiSalud, and receiving text messages from or on behalf of MiSalud, that are not encrypted. Likewise, by emailing MiSalud or giving MiSalud your email, you consent to receiving unencrypted emails messages from or on behalf of MiSalud.
  1. HIPAA Privacy Notice. Under certain circumstances you may provide individually identifiable health information about your past, present, or future physical or mental health to a health care professional accessed via the Platform or in connection with the Services (“Protected Health Information” or “PHI”). If you do, the collection, use, and disclosure of your PHI is governed by MiSalud’s HIPAA Privacy Notice. By using the Platform, requesting the Services, or otherwise providing your consent, you agree to the terms of MiSalud’s HIPAA Privacy Notice.
  2. User Content Rules. The Platform may allow you and others to participate in discussion boards, chat rooms, and other forums to post messages, pictures, review, or other content (“User Content”). The boards, chatrooms, and other forums that may be available through the Platform may be public, open forums where other people can see the User Content you post. All User Content you may post comply with these “User Content Rules”:
  • Do not post degrading content intended to mock, humiliate, defame, embarrass, intimidate, threaten, or otherwise harm other people.
  • Do not use hate speech or racial, ethnic, or bigoted slurs, and never post content that promotes or encourages violence or hatred against other people.
  • Do not use profane, socially offensive, or other language such as cursing, cussing, or swearing. This includes language that is offensive, impolite, rude, or culturally insensitive.
  • Never post nudity, pornography, or other sexually explicit or suggestive content.
  • Maintain a supportive environment by not glorifying self-harm or encouraging other people to engage in self-harm.
  • Respect other people’s privacy by never posting or sharing their Personal Information, PHI, or other confidential information, including contact information or address.
  • Do not post content intending to disrupt, harass, discriminate against, intimidate, solicit, or annoy other individuals, and never post content while impersonating or pretending to be someone else.
  • Never post anything illegal or that encourages illegal activity.

Neither MiSalud nor its affiliates, subsidiaries, parent entities, successors, licensors, providers, employees, contractors, managers, shareholders, board members, or directors are responsible for any User Content or loss of confidentiality of PHI posted by you or any other users. Although we do not monitor the User Content, we have the right, in our sole discretion, to remove or delete any User Content for any reason, including if such User Content violates these User Content Rules or TOU.

  1. OUR SUSPENSION RIGHTS. IF MiSALUD BELIEVES, ACTING REASONABLY AND IN GOOD FAITH, THAT YOU HAVE BREACHED OR ARE ABOUT TO BREACH ANY OF THE TOU IN THIS TOU OR THE PRIVACY POLICY, WE MAY BLOCK OR PREVENT YOU FROM USING THE PLATFORM OR RECEIVING SERVICES WITH OR WITHOUT NOTICE TO YOU. YOU ARE RESPONSIBLE FOR ANY DAMAGES CAUSED BY YOU AS A RESULT OF YOUR ACTS OR OMISSIONS PURSUANT TO THESE TOU, AND MAY BE REQUIRED TO INDEMNIFY US AS SET OUT IN THE SECTION ON INDEMNIFICATION BELOW.
  2. Keep your Data and Account Secure. You and only you are responsible for your activity on the Platform. Keep your computer, account information, and passwords secure. Do not share your password with anyone. We will never send you any email or similar communication asking you for your username or password information. So, if you receive an email or communication like that, it is not us and you should block the sender. Do not respond.
  3. Do not do Anything Illegal. You may only use the Platform and request Services for lawful purposes and as described in these TOU. You may not use the Platform or request Services (i) in any way that violates any federal, state, local or international laws or regulations (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) to impersonate or attempt to impersonate MiSalud, our employees, or agents,  another user, or any other person or company; or, (iii) to exploit, harm, or attempt to exploit or harm anyone else in any way.
  4. Do not Misuse the App. You may not use the Platform in any way to gain any unauthorized use of or access to data, the Platform or any related systems or networks. You may not:
  • Use the Platform in a way that could disable, disrupt, overburden, damage, or impair any parts or functionality of the Platform, our servers, or other computing resources, including any other user’s use of the Platform or their ability to engage in real-time activities through the Platform;
  • Use manual or automatic devices, software, or processes like malware, bots, trojans, worms, logic bombs, or other means to leverage the Platform for any improper purpose, including monitoring users, copying any data, running analytics, or conducting research;
  • Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack;
  • Engage in any conduct that restricts or inhibits any user’s use or enjoyment of the Platform; or,
  • Otherwise attempt to interfere with the proper working of the Site, App, Platform, or our systems and networks.
  1. Do not Misuse Our Intellectual Property. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our Intellectual Property.
  2. Be Respectful. To the extent you may interact with MiSalud’s employees, contractors or representatives, or with any other providers or users through the Platform, please be respectful and do not engage in any discriminatory, harassing, threatening, or other unlawful or inappropriate behavior.
  3. Intellectual Property. You acknowledge and agree that the Platform and Services, and the entire contents, features, and functionality (including but not limited to all information, technology, software, text, displays, images, video, audio, name, logo, service names, designs, slogans, and trademarks, and the design, selection, and arrangement thereof) of the foregoing are owned or licensed by MiSalud, licensors, or other providers of such material and are protected by US and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws (our “Intellectual Property”). You are only permitted to access the Platform as expressly authorized in these TOU. These TOU do not transfer any right, title, or interest in our Intellectual Property to you. You agree that you will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our Intellectual Property. To the extent you may submit any User Content, that User Content will be treated as non-confidential, non-proprietary information to the fullest extent permitted by law. You grant MiSalud an unrestricted, unconditional, non-exclusive, unlimited, worldwide, irrevocable, perpetual, and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify, reformat, translate, archive, store, cache, or otherwise exploit in any manner or formats whatsoever, all or any portion of your User Content for any purpose on or through any media. You agree that you own or have obtained all rights, title, authorizations, or permissions to the User Content you submit that are necessary to grant all of the rights and licenses to MiSalud described in these TOU. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you. This Section pertains to our Intellectual Property only and does not impact your ownership of or rights to your Protected Health Information or Personal Information.
  4. Third-Party Providers. The Platform may include links to services, products, or content provided by Third-Party Providers. MiSalud does not maintain or own or provide to you this content, services, or products, and we do not imply approval, sponsorship, or endorsement of these other Third-Party Providers or their products, services, or other sites. If you decide to leave our Platform to access third-party sites, you do so at your own risk. You agree that MiSalud does not assume responsibility for any products, content, services, websites, advertisements, offers, or information that is provided by third parties and made available through the Platform or the Services. You agree that MiSalud will not be responsible or liable for any loss or damage of any sort incurred as the result of your use of any services or goods with Third-Party Providers or your interactions with any Third-Party Providers. In the event of any dispute between you and any Third-Party Provider, any other user or any other entity or individual, you understand and agree that MiSalud is under no obligation to become involved in such dispute, and you hereby release and indemnify MiSalud and Third-Party Providers, from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes, the Platform, or the Service or the features and services therein.
  5. Disclaimer of Warranties. YOUR USE OF THE PLATFORM AND REQUEST OR RECEIPT OF SERVICES IS AT YOUR OWN RISK. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MISALUD NOR ANY PERSON ASSOCIATED WITH MISALUD MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM OR ANY SERVICES MADE AVAILABLE OR DISCUSSED VIA THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER MISALUD NOR ANYONE ASSOCIATED WITH MISALUD REPRESENTS OR WARRANTS THAT THE PLATFORM OR THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THEY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE AND APP WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.  MISALUD HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  6. Limited Liability. IN NO EVENT WILL MISALUD, ITS AFFILIATES, SUBSIDIARIES, PARENT ENTITY, SUCCESSORS, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, BOARD MEMBERS, OR DIRECTORS BE LIABLE TO YOU FOR: (A) ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR PROVIDED VIA THE SERVICES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SERVICES, INCLUDING FROM ANY THIRD-PARTY PROVIDERS, OR (B) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO MISALUD FOR ANY SERVICES IN THE PRECEDING TWELVE (12) MONTHS OR ONE HUNDRED UNITED STATES DOLLARS ($100.00), WHICHEVER IS GREATER. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  7. Indemnification. You agree to indemnify, defend, and hold harmless MiSalud, our affiliates, subsidiaries, parent entities, and our respective officers, directors, members, managers, agents, employees, personnel, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, lawsuits, losses, injuries, damages, liabilities, judgments, costs and expenses including reasonable attorneys’ fees, experts’ fees and court costs (each a “Claim”) arising out of or in connection with (i) a breach of these TOU or any other applicable Additional Terms or other terms or conditions by you or your minors, including any allegation that, if true, would constitute a breach; and/or, (ii) the negligent acts or omissions, errors, or intentional wrongdoing by you, your employees, subcontractors, agents, or other legal representatives. We will notify you of any Claim promptly after we learn about it; provided, however, that your obligations under this Section will continue even if we do not provide you with prompt notice of any such Claim, so long as you are not materially prejudiced as a result. At our sole discretion, we will control the proceedings relating to a Claim or allow you to do so, at your sole cost and expense. Under no circumstance may you settle any Claim without the consent of the applicable Indemnified Parties, which will not be unreasonably withheld. To the fullest extent permitted by law, such settlement will not admit liability on the part of any Indemnified Party or imposes any liability or obligation upon such Indemnified Party. If you fail to timely undertake the defense of a Claim, each of the applicable Indemnified Parties will have the right, but not the obligation, themselves to undertake, or to have another for them to undertake, the defense (including settlement) of such Claim, which will be on behalf of, for the account of, at the sole cost and expense of, and at the sole risk of, you.
  8. Dispute Resolution; Release.  IMPORTANT: BY ACCEPTING THESE TOU YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. If you have any issue or dispute with MiSalud, you agree to first contact us in writing at contact@misalud.ai and attempt to resolve the dispute with us informally. If we are not able to resolve the dispute informally, you agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of, in connection with, or relating to these TOU by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA.  Each party will be responsible for paying their respective AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. ANY CLAIMS YOU BRING AGAINST MISALUD MUST BE IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS REPRESENTATIVE OR MEMBER IN ANY PURPORTED CLASS ACTION PROCEEDING.

You hereby release and hold harmless MiSalud and any Third Party  Produver from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, personal injury, property damage, negligence and/or any other legal theory arising from or in connection with the Platform or Services and products offered or provided on or through the Platform or Services and/or the rights and privileges granted or conveyed by you under these TOU (including, without limitation, those rights and privileges relating to the User Materials and/or any elements, derivatives or marketing of the foregoing).

If you are a California resident, you waive California Civil Code Section 1542, which provides:

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.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

  1. Governing Law and Jurisdiction. At MiSalud’s sole discretion, all matters relating to the Platform, these TOU, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). At MiSalud’s sole discretion, any legal suit, action or proceeding arising out of, or related to, these TOU or the Services or the Platform will be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the Northern District of California, although we retain the right to bring any suit, action or proceeding for breach of these TOU in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  2. Waiver and Severability. Our failure to monitor or enforce a provision of these TOU does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these TOU as a whole.  If any provision of these TOU is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the TOU will continue in full force and effect.
  3. Entire Agreement. These TOU and our Privacy Policy, subject to any amendments, modifications, or additional agreements you enter into with MiSalud, will constitute the entire agreement between you and MiSalud with respect to the Platform, the Services, and any use of the Platform or any request or receipt of Services from MiSalud. 
  4. Changes. We may change or update these TOU from time to time. If we change these TOU, we will post the updated TOU here, and those changes will go into effect on the Last Updated date above. If any of these changes are material, we will take reasonable steps to notify you and, if necessary, obtain your consent. Your continued use of the Platform or receipt of any Services will constitute acceptance of the new TOU. If you do not agree to the new TOU, you must stop using the Platform or the Services and must send a cancellation request as otherwise instructed in the Account Cancellation section of these TOU.
  5. Consent to Use and Sign Electronic Documents. These TOU and all other agreements, disclosures, or other documents provided to you through the Platform are electronic documents. These electronic documents will be deemed to be a “writing” or “in writing” for all intents and purposes. Your acceptance to or acknowledgement of these electronic documents is legally enforceable as a signed agreement.
  6. No Assignment. You may not assign, transfer, or delegate the TOU or any part thereof without MiSalud’s prior written consent. MiSalud may freely transfer, assign, or delegate all or any part of the TOU, and any rights or duties hereunder or thereunder. The TOU will be binding upon and inure to the benefit of your and MiSalud’s heirs, successors, and permitted assignees.
  7. Force Majeure. You understand and acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of third-party communication networks and facilities that are outside of MiSalud’s control, and thus MiSalud will not be responsible for any delays, failures, or damages associated with the Platform which result from any system delays, downtimes, interruptions or other failures of or problems with the Platform which are outside of MiSalud’s control. We will not be deemed to be in breach of or liable for any breach of these TOU or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, epidemic, pandemic, acts of governmental authorities and changes in federal, state or local laws and regulations applicable to the provision of Services, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.
  8. Contact Us. If you have any questions or comments about these TOU please contact us at contact@misalud.ai.