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Last Updated:January 16, 2025
This Platform Terms of Use (“Terms”)is a legally binding agreement between you andPrevidence Corporation and our affiliated entities (collectively,“Previdence”) regarding your use of our proprietary technology platform and ourrelated online services (collectively, the “Platform”). The terms “we,” “us”and “our” refer to Previdence. The terms “you” and “your” refer to you.
Please read theseTerms carefully and completely before using the Platform. By accessing or usingthe Platform you are expressly agreeingto be bound by these Terms and any futurechanges to it. IF YOU DONOT AGREE WITH ALL OF THESE TERMS, THEN YOU MAY NOT ACCESS AND MUSTIMMEDIATELY STOP ACCESSING AND USING THE PLATFORM.
Please know that if you or your affiliated organization has executed a master servicesagreement with us (a “MasterAgreement”), then you are also subjectto the applicable terms and conditions of that MasterAgreement. To the extent the Master Agreement conflicts or is inconsistent with these Terms,the Master Agreement shalltake precedence and control.
These Terms cover the following topics:
Our Platform is intendedto be used by the following typesof individuals:
If you are not an individual whofalls within the scope of our intended audience, you do not have our permissionto use the Platform.
Previdence is a technology company that offers a varietyof services to a varietyof different types of users supported by a unified proprietarytechnology platform. THE PLATFORM DOES NOT PROVIDE PROFESSIONAL MEDICALOR MENTAL/BEHAVIORAL HEALTH CARE SERVICES. PREVIDENCE CORPORATIONIS NOT A HEALTH CARE PROVIDER. IF YOU NEED IMMEDIATEASSISTANCE, CALL 911 OR CONTACTYOUR NEAREST EMERGENCY MEDICAL PROVIDER.
We make certain features andfunctionality of the Platform available to Provider Users, AdministrativeUsers, Client Users and other Users, respectively. Please know that certainfeatures and functionality of our Platform may not be available to you becauseof technical, legal or administrative limitations. Additionally, if your accessis authorized by a Provider or aClient, that Provider or Client may instruct us to discontinue all or some of the Platform’s offerings available toyou at any time with or without notice to you.
You may also have the ability tosubscribe to certain services that we offer through the Platform. If you areusing your account to subscribe to services on behalf of a Provider or aClient, you represent and warrant that you are authorized to agree to theseTerms and any additional terms and conditions applicable to those services onbehalf of your affiliated Provider or Client, as applicable.
Please also know that you may berequired to agree to additional terms to use certain features or functionality of our Platformor to subscribe to certainservices. Our Providersor Clients may also require or ask you to agree to additional consentsor other legal documents. For example, if you are a Client Userwho desires to receive Provider Services from one of our Providers, theProvider may ask you to sign a consent to treatment form for the ProviderServices.
You have to create an accountto use the Platform. You agree not to create more than one account for yourselfor to create an account for anyone for whom you don’t have the legal authorityto create an account. You also agree to provide true, accurate, current, andcomplete information as part of the accountenrollment process and to keep this information current and updatedas needed. We reserve the right to refuse servicesor terminate your account if the information you’ve provided is not true, accurate,current or complete.
Youare responsible for maintaining your account credentials (e.g., username, password, passkey or othersecurity measures) in strict confidence and you are liable for any breachof security caused by your failureto maintain the confidentialityof your account credentials. You will notifyus immediately in the eventof loss or theft of your account credentials, or if you believe theconfidentiality of your account credentials has been compromised in any way, or in the event of your learning about a possibleor actual unauthorized
use of any portion of our Platform,including your account. We are not liable for any loss or damages arising fromyour failure to maintain the confidentiality of your account credentials.
As a condition of your use of the Platform, you understand and agree to all the following:
If any of the conditions to use thePlatform (listed above) are not satisfied by you, then you are not authorized to use our Platform and must ceaseall access or use of the Platform.Any unauthorized use ofthe Platform (including without limitation, accessing any aspect of thePlatform for which you are not authorized) is expressly prohibited.
You may not accessor use, or attempt to access or use, the Platform to take any action that is likelyto (1) cause harm, offense, or nuisance to us or any third party, (2) interfere with the operation of the Platform, or (3) violate any applicablelaw. For example, and without limitation, you may not:
Please read the PlatformPrivacy Policy to learn how personal information about you is collected, used,and disclosed, retained, andprotected. We have implemented reasonable administrative, technical, and physical security measures designedto protect the confidentiality, integrity, and accessibility of your personalinformation. We are the owner of the Platform, and as between you and us, weown all data collected, generated, or derived throughthe Platform. By agreeing to these Terms, you are also agreeing to the Platform Privacy Policy.The Platform Privacy Policy (and changes to it) are incorporated by referenceinto these Terms.
The Platform and all content andother materials on the Platform, including all logos, designs, text, graphics, pictures,information, data, software, sound files, other files, and the selectionand arrangement thereof(collectively, “Platform Content”) and all right, title, and interest in, to,and under such Platform Content is owned by Previdence Corporation, its licensors, or other providersof such material. The entire selection,coordination, arrangement, and “look and feel” of the Platform and PlatformContent are copyrighted as a collective work. Nothing under these Terms is tobe construed as a sale or other conveyance or grant to any person of any rightsin, to, under, or related to the Platform, the Platform Content, or any otherintellectual property rights we own. To the extent AI Capabilities (definedbelow) are used, as between you and us, the AI Capabilities and any otherunderlying technologies are and will remain our exclusive property or, ifapplicable, the property of our licensors.
“MyOmnia®” and all relatednames, logos, productand service names,designs, and slogans(“Previdence Marks”) are trademarks of Previdence Corporation or itsaffiliates or licensors. You must not use Previdence Marks without our priorwritten permission. All other names, logos, product and service names, designs,and slogans on the Platform and the website are the trademarks of theirrespective owners.
Subject to these Terms, wegrant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Platformin the United States solelyfor your professional use if you are aProvider User or Administrative User, or your personal use if you are a ClientUser or another type of User. Any rights not expressly granted herein arereserved by us and our licensors.
If you provide any information tous, including your personal information (whether in connection with accountregistration or otherwise), you represent and warrant that: (1) you areproviding or accessing only your own information; and (2) our use of suchinformation will not infringe uponor misappropriate the intellectual propertyrights of other thirdparties, including rights of privacy,or violate any applicablelaw. If you are posting content to our Platform please read the Section belowon the DigitalMillenium CopyrightAct.
We always welcome your feedback,suggestions, and requests for enhancements or functionality, or on how tootherwise improve the Platform or Platform Content, or both. By transmittingany suggestions, information, material, or other content (collectively, “Feedback”)to us, you automatically grant us a royalty-free, perpetual, irrevocable,non-exclusive right and license to use, reproduce, modify, adapt, publish, translate,create derivative works from, distribute, redistribute, transmit, perform, and display
such Feedback (in whole or part)worldwide or to incorporate it in other works in any form, media, or technology now known or later developedfor the full term of any rights that may exist in such Feedback. We will have full discretionover whether or not to utilize any Feedback. Further, we will be free to useany ideas, concepts, know-how,techniques, and suggestions contained in any communications you send to thePlatform for any purpose whatsoever.
ThePlatform may includecapabilities for you to communicate with us, otherUsers or otherthird parties, whether bysubmitting emails or other electronic messages or providing your telephonenumber, cell phone number, physical address, or other means of communication.If you provide information to us, includingyour personal information, you consent to: (1) our review and analysis of such information; and
(2) your receipt of our returnmessages, whether by phone, text, mail, or email, in each case, sent by us or athird party acting on our behalf. You further consent to receive suchcommunications by automated dialing equipment or artificial orprerecorded messages, or a combination of the foregoing. You may receivemultiple messages each day. Data andtext message rates may apply. Weare not responsible for any data transmission fees. You can opt out at any time from receiving text messages by replying “STOP.” Please allow sufficient time for your preferences to be processed. This opt-out processalso does not applyto live phone calls or emails, which may continue in case we need to reach you.
Youfurther agree that all agreements, notices, disclosures, and other communications that we provideto you electronically satisfy any legal requirement that suchcommunications be in writing. You waive any rights or requirements under anyapplicable law which requires an originalsignature, signature by name or initial, or delivery or retention of non-electronicrecords. You also agree to the use of electronic signatures (includingclickwraps), contracts, consents, authorizations, and other records, and to theelectronic delivery of notices, policies, and records of transactions initiatedor completed by or through the Platform, SMS (or other text messagingapplications), or email.
To the extent you are using our Platformto make or facilitate paymentsusing a credit card, debit card, or bank account information, the followingpayment policy applies to you. Please know that our Providers and Clientsmay have their own paymentpolicies that may also be applicable to you. As between you andus, and to the extent it is applicable to your use of the Platform, you agreeto pay all fees and charges associated with your account on a timely basis. Ifyou enroll to make recurring payments automatically, all charges and fees will be billed to the credit or debit card you designate during the setup process. If youwant to designate a different credit or debit card or if there is a change inyour credit card, you must change your information that is registered underyour account.
Please know that we utilize one or more third-party card processors to collect your card information andrelated personal information to process payments. These processors may requireyou to agree to additional terms and conditions regarding their paymentprocessing services.
You represent and warrantthat if you are making online paymentsthat: (1) any credit card, debit card, orbank account information you supply is true, correct, and complete; (2) chargesincurred by you will be honored by your credit/debit card company or bank; (3)you will pay the charges incurred by you in the amounts posted, including anyapplicable taxes; (4) you are the person in whose name the card was issued; and(5) you are authorized to make a purchase orother transaction with the relevant credit card and credit cardinformation.
The Platform and related servicesmay include the use of artificial intelligence (AI), machine learning enginesor systems, neural networks, or similar systems (collectively “AICapabilities”). We may provide you with additional information, notices ordisclaimers regarding AI Capabilities and, if required by applicable law, anyrights you may have with respect to our use of certain AI Capabilities. Youagree we may, in our sole discretion, decidewhether to use AI Capabilitiesand may modify or discontinue ouruse of AI Capabilities at any time.
Tothe extent we make our AI Capabilities available directly to you, you are responsible for all information and data you may input intothe AI Capabilities (collectively, “AI Input”). You representand warrant that you have all rights, licenses,and permissions requiredto share your AI Input with us. We cannotguarantee the accuracy, completeness, or timeliness of the information or output generated bythe AI Capabilities, including without limitation any AI output that isgenerated in connection with information or data that you may input on the Platform or in connection with the services(collectively, “AI-Generated Content”).AI-Generated Content must not be used as a substitute for professional advice.You must verify the AI- Generated Content and consult appropriate professionalsfor specific advice or information.We suggest that you do so before making any decisionbased on such AI-Generated Content.We do not assume, and we specifically disclaim, anyresponsibility or liability damages or losses resulting from your use orinterpretation of this AI-Generated Content. Any actions that you take based onAI-Generated Content are at your own risk. Additionally, the AI-GeneratedContent is not intended to be offensive or discriminatory. If you find anyAI-Generated Content that is offensive or discriminatory, please report it tous.
To the extent the Platform and relatedservices may use AI Capabilities, you acknowledgeand agree that we may process andstore your AI Input, AI-Generated Content, personal information, andderivatives thereof in accordance with the Platform Privacy Policy. You furtheracknowledge and agree that we, to the extent permittedby applicable law, retain all ownership in and use of AI-Generated Content, and you will only use AI-Generated Contentfor your own personal use.
IN ADDITION TOALL DISCLAIMERS AND LIMITATIONS INCLUDED IN THESE TERMS, WE MAKE NOREPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THEOPERATION OF ANY AI CAPABILITIES, OR THE INFORMATION, TEXT, AND CONTENTINCLUDED IN THE AI-GENERATED CONTENT, OR THE USE OF AI-GENERATED CONTENT,INCLUDING WITHOUT LIMITATION, ACCURACY OF THE RESULTS, AVAILABILITY,SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AICAPABILITIES. WE WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAYFROM CUSTOMER’S USE OF THE AI-GENERATED CONTENT OR ANY ERRORS OR OMISSIONSCONTAINED IN THE AI-GENERATED CONTENT.
The Platform may containcontent, products, or services offered by third parties or hyperlinks (links)to one or more third-party websitesfrom which certainthird-party services, products, information, content,materials, merchandise, functionality, or other resources are made available toyou (collectively, “Third- Party Content”). Such third parties may use orinclude AI Capabilities in their respective Third-Party Content and may requireyou to agree to their respective terms of use and privacy policies applicableto their Third-Party Content.Your use of such third-party websites and Third-Party Content is and will remain subject to those additional terms, conditions, and policies of such third parties. We do not control or
assume any responsibility orcontrol over the acts, privacy policies, or website terms of use applicable to Third-Party Content, whethercontained on the Platform or accessible via links. We reserve the right toterminate such links or such access at any time. Your use of any third-partywebsite and Third-Party Content is at your own risk. You agree that we have noobligation to verify the current or continued accuracy of Third-Party Contentand are not responsible for any errors or omissions made available via any suchlink to Third-Party Content.
LINKINGTO THE PLATFORM WILL BE CONSTRUED AS YOUR ACCEPTANCE TO THESE TERMS AND YOURAGREEMENT TO ABIDE BY THE REQUIREMENTS BELOW. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT
LINK THE PLATFORM. By choosing to link to the Platform, you agree to the conditions below:
MEDICAL DISCLAIMER: PREVIDENCECORPORATION IS A TECHNOLOGY COMPANY AND WE DO NOT EMPLOY ANY PROVIDERS OR PERFORMPROVIDER SERVICES. PROVIDERS ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THEPERFORAMNCE OF PROVIDER SERVICES. THE PLATFORM DOES NOT OFFER OR ENGAGE IN ANY CLINICAL,MEDICAL OR BEHAVIORAL HEALTH DIAGNOSIS, TREATMENT, OR MEDICATIONMANAGEMENT SERVICES, AND DOES NOT PROVIDE EMERGENCY CARE OR LEGAL ADVICE.NOTHING CONTAINED IN THE PLATFORM OR PLATFORM CONTENT IS INTENDED TO CONSTITUTEPROFESSIONAL SERVICES OF ANY KIND OR THE PROVISION OF ANY SERVICES REQUIRINGPROFESSIONAL LICENSURE OR CERTIFICATION. NOTHING IN THE PLATFORM SHALL BECONSTRUED TO CREATE A PATIENT/PROVIDER RELATIONSHIP BETWEEN US AND YOU. WE DONOT REPRESENT OR WARRANT THAT ANY PARTICULAR MEDICATION OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. WE DO NOT RECOMMENDOR ENDORSE ANY SPECIFIC TESTS, PROVIDERS, MEDICATIONS, PRODUCTS, OR PROCEDURES.YOU SHOULD NOT RELY ON ANYTHING CONTAINED IN THE PLATFORM. YOUR USE OR RELIANCEUPON THE PLATFORM IS DONE AT YOUR OWN RISK. THIS INCLUDESYOUR USE AND ACCESS TO ANY AI CAPABILITIESTHAT WE MAY MAKE AVAILABLETO YOU. NONE OF PREVIDENCE CORPORATION, ITS LICENSORS, OR ANY THIRD PARTIESWHO PROMOTE THE PLATFORM OR PROVIDEYOU WITH A LINK TO THE PLATFORM WILLBE LIABLE FOR ANY ADVICE OR CONTENT YOU OBTAIN FROM A PROVIDER VIA THE PLATFORMOR ANY OTHER INFORMATION OBTAINED FROM THE PLATFORM. YOU ACKNOWLEDGE YOURRELIANCE ON ANY SUCH PROVIDER, PROVIDER USER, OR CONTENT IS EXCLUSIVELY AT YOUROWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISKS ASSOCIATED THEREWITH.
CREDENTIALING DISCLAIMER: PREVIDENCE ISNOT A CREDENTIALING SERVICE, DOES NOT CREDENTIAL PROVIDERS OR PROVIDER USERS ORPERFORM ANY CREDENTIALING SERVICES, AND WILL NOT CREDENTIAL PROVIDERS OR ANYPROVIDER USER. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THETRAINING OR SKILL OF ANY PROVIDERS MADE ACCESSIBLE TO YOU VIA THE PLATFORM.
DISCLAIMERS OF WARRANTY: WE DO NOTGUARANTEE THAT INFORMATION ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ANYAI-GENERATED CONTENT, WILL BE ACCURATE, COMPLETE, TIMELY (REAL TIME),ERROR-FREE, SECURE, OR WITHOUT INTERRUPTIONS. YOU UNDERSTAND AND AGREE THAT THEPLATFORM, THE PLATFORM CONTENT, PROVIDER SERVICES, ANY OTHER SERVICES PROVIDEDTHROUGH THE PLATFORM, AND ALL THIRD-PARTY CONTENT ON THE PLATFORM ARE PROVIDEDON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OFANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE MAKE NO EXPRESS OR IMPLIEDREPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THE PLATFORM, THE PLATFORMCONTENT, THIRD-PARTY CONTENT, OR ANY THIRD PARTY ACTS OR OMISSIONS, AND TO THEFULLEST EXTENT PERMITTED BY LAW WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHER, AND WE SPECIFICALLY DISCLAIM ALL IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE ANDNON-INFRINGEMENT, QUIET ENJOYMENT, DATA ACCURACY AND COMPLETENESS, ANDWARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE,USAGE, OR TRADE PRACTICE. WE MAKENO, AND DISCLAIM ANY, WARRANTY THAT THE PLATFORM, PLATFORM CONTENT, OR PROVIDERSERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR ERROR-FREE, OR THAT WE CAN OR WILL FIX ANY ISSUED WITH MAY BE CONTAINED IN THE FOREGOING. WE DISCLAIMRESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANYINFORMATION OR MATERIAL THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION,HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE PROPERTIES.
LIMITATIONS OF LIABILITY: YOU AGREETHAT NEITHER PREVIDENCE CORPORATION NOR ITS MEMBERS, OFFICERS, DIRECTORS,REPRESENTATIVES, EMPLOYEES, AGENTS, AFFILIATES, BUSINESS PARTNERS, SERVICEPROVIDERS, OR CONTRACTORS WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT,INCIDENTAL, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST REVENUES, LOSS OFDATA, OR LOST PROFITS), PUNITIVE, OR EXEMPLARY DAMAGES, PENALTIES, OR SPECIALLIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THEPLATFORM, THE PLATFORM CONTENT, OR ANY PROVIDER SERVICES, THE USE OF THE PLATFORM, THE PLATFORM CONTENT,OR ANY PROVIDER SERVICES BYANOTHER PERSON ACCESSING YOUR ACCOUNT, OR YOUR VIOLATION OF THESE TERMS OR THEPLATFORM PRIVACY POLICY.YOU AGREE WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY FAILUREOF THE PLATFORM, THE PLATFORMCONTENT, OR ANY PROVIDER SERVICES WHETHER RESULTING FROM OR ATTRIBUTABLE TO (I) YOUR NETWORK, TELECOMMUNICATIONS, OR OTHER SERVICE,(II) TO EQUIPMENT FAILURE, OR (III) YOUR NEGLIGENCE, RECKLESSNESS, OR ANYINTENTIONAL OR WILLFUL CONDUCT OR THAT OF ANY PROVIDER OR CLIENT. YOU ALSOUNDERSTAND AND AGREE THAT WE ARE NOT RESPONSIBLE FOR A PROVIDER’S OR CLIENT’SACTS OR FAILURE TO ACT.
YOU AGREETHAT PREVIDENCE CORPORATION WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL,INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR PENALTIES WHETHER ARISING OUTOF OR RELATING TO THESE TERMS, THE PLATFORM, THE PLATFORM CONTENT, ORTHIRD-PARTY CONTENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, REVENUE,GOODWILL, DATA, OR DATA USE. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCHDAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS ARISE OUT OF BREACH OF CONTRACT,TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES, LIABILITY, CAUSES OF ACTION OR CLAIMS WERE
FORESEEABLE OR WEWERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LIABILITY, CAUSES OF ACTION, OR CLAIMS. ANY CAUSE OF ACTION OR CLAIMYOU MAY HAVE ARISING OUT OF OR IN ANY WAYCONNECTED WITH THESE TERMS OR OUR PLATFORM PRIVACY POLICY MUST BE COMMENCEDWITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES,OTHERWISE SUCH CAUSE OF ACTION OR CLAIM ISPERMANENTLY BARRED.
TO THE MAXIMUMEXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE AGGREGATE LIABILITY TOYOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF OR IN CONNECTIONWITH THESE TERMS, THE PLATFORM, THE PLATFORM CONTENT,OR THIRD-PARTY CONTENT, SHALLNOT EXCEED $100. THIS MONETARY CAP ON LIABILITY APPLIES REGARDLESS OF WHETHERWE HAVE BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH LIABILITY OR THETYPE OF CLAIM (INCLUDING WITHOUT LIMITATION CONTRACT OR TORT).
CLASS ACTION WAIVER: YOU AGREE THATDISPUTES BETWEEN YOU AND US WILL BE RESOLVED IN ACCORDANCE WITH THESE TERMS ANDYOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION LAWSUIT, ORCLASS OR COLLECTIVE ARBITRATION.
Ifapplicable law does not allowfor any disclaimer, limitation of liability, or waiver (or any portionthereof) as set forth in these Terms, the disclaimer, limitation of liability, or waiver will be deemed modified solely to the extent necessary to complywith applicable law.
This Section will survive the termination or expiration of these Terms.
YOU AGREE TOINDEMNIFY, DEFEND, AND HOLD HARMLESS PREVIDENCE CORPORATION AND ITS MEMBERS,OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, AGENTS, AFFILIATES, BUSINESSPARTNERS, SERVICE PROVIDERS, CONTRACTORS AND CLIENTS, FROM ANY AND ALL LOSSES,EXPENSES, DAMAGES AND COSTS,INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (1) YOUR USE OF THE PLATFORMOR THE PLATFORM CONTENT;
(2) THE USE OF THE PLATFORM OR PLATFORM CONTENTBY ANOTHER PERSONACCESSING YOUR
ACCOUNT; OR (3) YOUR VIOLATIONOF THESE TERMS. This Section will survive the termination or expiration ofthese Terms.
We reserve the right at alltimes to electronically record and monitor areas of the Platform and maydisclose any content, records, or electronic communication of any kind ifrequired to do so by any law, regulation, or government request, if we believe thatsuch disclosure is necessary or appropriate to operate the Platform, or toprotect our rights or property or those of related third parties. By using thePlatform, you are consenting to us recording and monitoring your activities on the Platform, and we may use third party vendors to assist usin recording and monitoring those activities. If you do not want youractivities on the Platform recorded or monitored, please do not use thePlatform.
These Terms are effectiveimmediately upon accessing or using the Platform. The then-current versionof these Terms will remain in full force and effect while you use thePlatform. Your request and ability to access and use the Platform is notguaranteed. To the extent permitted by applicable law, we may turn off youraccess to the Platform without notice for any reason or no reason. Rights andobligations that should survive based ontheir respective nature will remain in fullforce and effect following termination or expiration of these Terms, includingwithout limitation all disclaimers, limitations on liability, class actionwaiver, and indemnification.
We may change these Terms atany time and for any reason. We may notify you of material changes through thePlatform, by email or push notification to the mobile phone number you providedto us. By agreeing to these Terms, you agree to receive such notifications. You can accessthe most currentversion of these Termsthat apply to youruse of the Platform throughthe Platform. You can also contact us for a copy at:
Address: 5677 s 1475 e Ste 4B South Ogden,UT 84403
ATTN: Privacy Officer:Aaron Burgin
Phone: 801-547-7860
Email: aaron.burgin@previdence.com
Unless otherwise specified by us,all changes will be effective immediately upon being updated in the Platform. You should look at theseTerms on a regular basis.The “Last Updated”date is posted at the topof these Terms. You agree to any changes by using the Platform after thechanges become effective. If you do not agree to the changes, you must stopusing the Platform.
Utah state law governsthe interpretation of these Terms and our Platform PrivacyPolicy and will apply if there are disputes. Except asotherwise provided in the Arbitration Agreementbelow, disputes will be settled in Weber County, Utah.
ALL DISPUTESARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE WELLNESS PLATFORM THAT CANNOT BE RESOLVEDINFORMALLY OR IN SMALL CLAIMS COURT WILL BE RESOLVED THROUGH BINDING ARBITRATION ON AN INDIVIDUALBASIS, EXCEPT THAT YOU AND PREVIDENCE ARE NOT REQUIRED TO ARBITRATE ANY DISPUTE IN WHICH EITHERPARTY SEEKS EQUITABLE RELIEF FOR THE ALLEGEDUNLAWFUL USE OF COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS,TRADE SECRETS, OR PATENTS.
The Federal Arbitration Act governsthe interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the AmericanArbitration Association (“AAA”).If the AAA is not availableto arbitrate, you and Previdence will select an alternative arbitral forum. Therules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflictwith these Terms. The AAA ConsumerArbitration Rules (“AAARules”) governing the arbitration are available online at www.adr.orgor by calling the AAA at 1-800-778-7879. The arbitration will be conducted by asingle neutral arbitrator.
If the claim is for $10,000 or less,the party initiating the arbitration maychoose whether the arbitration willbe conducted (1) solely on the basis of documents submitted to the arbitrator;(2) through a non- appearance based telephonichearing; or (3) by an in-person hearing as established by the AAA Rules. In thecase of an in-person hearing, the proceedings will be conducted at a locationwhich is reasonably convenient for both parties with due consideration of theability to travel and other pertinent circumstances. If the parties are unableto agree on a location, the determination will be made by the arbitrationinstitution.
Your arbitration fees and share ofarbitrator compensation will be limited to those fees set forth in the AAARules. If the arbitrator finds that either the substance of the claim or therelief sought in the arbitration is frivolous or brought for an improperpurpose (as measured by the standards set forth in Federal Rule of CivilProcedure 11(b)), then the payment of all fees will begoverned by the AAA Rules.In such case, you agree to reimburse Previdence for all monies previously disbursedby it that are otherwise your obligation to pay under theAAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned writtendecision sufficient to explain the essential findings and conclusions on which the decisionand award, if any, are based. The arbitrator may make rulingsand resolve disputes as to the payment and reimbursement of fees orexpenses at any time during the proceeding and upon request from either partymade within fourteen (14) calendar days of the arbitrator’s ruling on themerits.
The arbitrator will haveexclusive authority to decide the jurisdiction of the arbitrator, including anyunconscionability challenge or other challenge that the arbitration provisionor the Agreement is void, voidable, or otherwise invalid. The arbitrator shallalso have the exclusive authority to determine the rights and liabilities, if any, of theparties. The dispute will not be consolidated with any other mattersor joined with any other cases or parties. The arbitrator will have the authority to grant motionsdispositive of all or part of any claimor dispute. The arbitrator will have the authority to award all remedies available under applicable law and the arbitralforum’s rules. The arbitrator has the same authority to award relief on an individual basis that a judgein a court of law would have. The award of the arbitrator is final and bindingupon the parties.
Notwithstanding the foregoing, aparty may pursue a claim for public injunctive relief either in court or througharbitration. If a courtdecides that any part of this Arbitration provision is invalid or unenforceable,the other parts of this Arbitration provision shall still apply. Theremainder of these Terms will continue to apply and be unaffected by thisseverability provision.
EXCEPT WHERE NOTPERMITTED BY LAW, YOU AND PREVIDENCE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. RATHER, YOU ANDPREVIDENCE ELECT TO HAVE CLAIMS AND DISPUTESRESOLVED BY ARBITRATION. IN ANY LITIGATION BETWEEN YOU AND PREVIDENCE OVERWHETHER TO VACATE OR ENFORCE AN ARBITRATION AWARD, YOU AND PREVIDENCE WAIVE ALLRIGHTS TO A JURY TRIAL AND ELECT INSTEAD TO HAVE THE DISPUTE BE RESOLVED BY AJUDGE.
WHERE PERMITTEDUNDER THE APPLICABLE LAW, YOU AND PREVIDENCE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ORCONSOLIDATED ACTION.
The Platform is intendedto be used only by users in the UnitedStates. We do not make any representation whatsoever that thePlatform is accessible, appropriate, or legally available for use in locationsoutside the United Statesand accessing and using the Platform may be prohibited by those territories where doing so would be illegal.If you access or use the Platformfrom any such other locations, then you do so at yourown initiative and risk and are solely responsible for compliance with locallaws.
Those who choose to access thePlatform from other locations do so on their own initiative and are responsiblefor compliance with all applicable local laws. Please also note that softwareis subject to United States exportcontrols. No softwaremay be downloaded from the Platform or otherwise exported or re-exported as follows:(1) into (or to a national resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which theU.S. has embargoed goods; or (2) to anyone on the U.S. Treasury Department listof Specially Designated Nationals or the U.S. Commerce Department’s Table ofDeny Orders. You representand warrant that you are not locatedin, under the control of, or a national resident of any such country or on anysuch list. You agree to comply with U.S. export control laws and that you will not transfer any software or other contentfrom the Platformto a foreign national or foreign country in violation of those laws.
We respect others’ intellectualproperty rights and ask others to do the same. If our Platform allows you to post content to the Platform that isvisible to the public, we agree to with the copyright notice-and- takedown procedures set out in the UnitedStates Digital Millennium Copyright Act (DMCA),which applies to contentreported and removedfor violating U.S. copyright laws. Please note that any notice or counter-notice you submit must be truthful and must be submitted under penalty ofperjury. A false notice or counter-notice may give rise to personal liability.You may therefore want to seek the advice of legal counsel before submitting anotice or a counter-notice.
If you decide to submit a notice, pleaseinclude the followinginformation in your notice:
Please note that we may share any noticesand counter-notices submittedto us with others in accordancewith our Platform Privacy Policy. For more information on submitting notice orcounter-notice, please contact us using the contact information below.
These Terms, including anylegal notices and disclaimers contained onthe Platform, as well as any other additional terms or conditions relevant toyour use of the Platform, constitute the entire agreement between you and us in relationto your use of the Platform, and supersede all prior agreements and other understandings with respect to thePlatform, in each case, betweenyou and us. You agreethat you have not relied on any promises orrepresentations by us except as set forth in these Terms.
If any provision of theseTerms is found to be unenforceable or invalid under any applicable law, suchunenforceability or invalidity shallnot render these Terms unenforceableor invalid as a whole, and such provisions will be deleted withoutaffecting the remaining provisions.
We are permitted to assign,transfer, and subcontract its rights and/or obligations under these Termswithout any notification or consent required. You are not permitted to assign,transfer, or subcontract any of your rights and/or obligations under theseTerms.
If you have questions, please contact us at:
Mailing Address:
Attn:Privacy Officer Previdence Corporation5677 South 1475 East Suite 4B
South Ogden,UT 84403
Phone Number: (801)409-0904
Email Address: compliance@myomnia.health
By implementing MyOmnia’s Wholeness Program, you are investing in your team wellness.
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