Terms of Service

Last updated July 24, 2025 

 IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY. 

Overview 

These Terms of Service (“Terms”) govern your access to and use of the services and website operated by Defina Health AI, Inc. (“Defina AI,” “we,” “us,” or “our”), including our website located at https://www.definahealth.com, related mobile applications, and associated administrative and technology non-clinical business services (collectively, the “Platform”). 

Defina AI contracts with Defina Health Psychiatry and Wellness, a Professional Corporation (the “Medical Group”), an independent medical group that employs or contracts with licensed clinicians and mental health professionals (each, a “Provider”) to deliver clinical services via the Platform (the “Clinical Services”). Defina AI does not provide medical or clinical services. 

By clicking “Accept,” or otherwise accessing or using our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our [Privacy Policy], and any Notice of Privacy Practices provided by the Medical Group. If you do not agree, you are not authorized to use the Platform or receive any services—please PROMPTLY EXIT THIS WEBSITE. 

THE TERMS CONTAIN AN ARBITRATION PROVISION. BY AGREEING TO THESE TERMS, YOU AGREE AND UNDERSTAND THAT DISPUTES ARISING UNDER THESE TERMS SHALL BE SETTLED IN BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY OR PARTICIPATION IN A CLASS ACTION LAWSUIT OR A JURY TRIAL.  

You acknowledge and agree that these Terms are the complete and exclusive statement of the mutual understanding between you, Defina AI, and the Medical Group, and that they supersede and replace all prior written and oral agreements, communications, or understandings relating to their subject matter. 

You also acknowledge that you are not an employee, agent, partner, or joint venturer of Defina AI or the Medical Group, and that you have no authority to bind either party in any respect.   

Eligibility to Use Defina AI’s Services 

To access or use Defina AI’s Services, you must be able to form a legally binding contract with Defina AI. You therefore represent and warrant that you are of legal age to form a binding contract. If you accept these Terms, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. If you do not agree to these Terms, please do not use the Services. 

 Ages 18 and Over Only. The Site is intended for those ages 18 and over. If you are under 18 years of age, please do not use Defina AI’s Services. 

In accordance with the Federal Children's Online Privacy Protection Act of 1998 (COPPA), Defina AI will never knowingly solicit nor will it accept personally identifiable information from individuals known to be under thirteen (13) years of age. Please see our Privacy Policy for more information including how to notify Defina AI of any concerns in this regard. 

You will only use the Services for your own personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you.    

Account Registration and Security. If you access an account on the Platform or Services, you agree to provide accurate, complete, and current information when signing up and to keep your login credentials secure. You are solely responsible for all activity under your account and must notify Defina AI immediately of any unauthorized access or use. 

Defina AI is not liable for any loss or damage arising from your failure to protect your account information. 

If your use of the Services is prohibited by applicable laws or regulations, or if you are a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States or other countries, then you are not authorized to use the Services. If permits and licenses are required for you to use the Services, it is your responsibility to first obtain those prior to such use. Defina AI is not responsible for your using the Services in a way that breaks any law or regulation. 

Data Privacy 

Defina Health takes the privacy of our users very seriously. To view our current Privacy Policy, please click here Privacy Policy. 

Description of Services  

The Platform, operated by Defina AI, includes a web-hosted user interface, scheduling system, electronic communication tools, and other administrative and technical features. Defina AI does not control or supervise clinical decision-making or the provision of healthcare. All clinical consultations, diagnoses, treatments, prescriptions, and related care are provided solely by licensed Providers employed or contracted by the Medical Group. 

Clinical Consent and Privacy Practices   

By using the Platform to access Clinical Services from the Medical Group or its Providers, you acknowledge that you may be required to review and accept separate documentation, including: 

  • A Clinical Consent form that outlines your informed consent for telehealth or other care modalities; 

  • A Notice of Privacy Practices specific to the Medical Group and its obligations under HIPAA. 

These documents govern the provision and use of Clinical Services and are separate from these Terms of Service. 

 Your Use of the Services 

Your access and use of the website may be interrupted from time to time due to third party failures outside of our control (such as unavailability of general Internet infrastructure). Access and use may also be interrupted for periodic updating, maintenance, or repair of the website. While we will make reasonable efforts to make the website available to you, we do not promise that it will be available at all times. 

 You agree that website may use your feedback, suggestions, or ideas in any way, including in future modifications of the website, other products or services, advertising or marketing materials (although any use of your personal information will be subject to our Privacy Policy). 

Telehealth-Specific Considerations 

Clinical Services may be delivered via telehealth by Providers of the Medical Group. Telehealth has limitations and may not be appropriate in every situation. You agree that: 

  • Telehealth is not suitable for medical emergencies; 

  • Minors under 18 may only receive services with appropriate parental or guardian consent; 

  • The Medical Group may determine that in-person care is necessary based on your condition. 

Use of telehealth services constitutes your consent to receive care through remote communications technology where permitted by law. 

Restrictions and Requirements for Our Services 

You represent, warrant, and agree that you will not contribute any content or otherwise use the website or interact with the website in a manner that: 

  1. Infringes or violates the intellectual property rights or any other rights of anyone else (including Defina AI); 

  2. Violates any law or regulation or these Terms; 

  3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; 

  4. Jeopardizes the security of Defina AI; 

  5. Attempts, in any manner, to obtain the account or other security information from any other individual; 

  6. Violates the security of any computer network, or cracks any passwords or security encryption codes; 

  7. Runs any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are using the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure) or that would bypass the navigational structure or presentation of the Services; 

  8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); 

  9. Copies or stores any significant portion of the Content; 

  10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the website; or 

  11. Circumvents, removes, alters, deactivates, degrades or thwarts any technological measure or content protections of the Services. 

A violation of any of the foregoing is grounds for termination of your right to use or access the Services to the extent possible.  

Electronic Notifications    

When you use any Defina AI Service, or send emails, text 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. 

When you opt-in to the service, Defina AI will send you an email with the following information:  

  1. Confirmation of account creation; 

  2. Confirmation of appointment booking; 

  3. Instructions on how to reschedule or cancel an appointment; 

  4. Defina AI’s contact information including phone number and email address; and 

  5. Links to the patient portal for care management.

  6. Any care related content is sent on behalf of the Medical Group 

Short code messaging related information is as follows:  

  1. After scheduling an appointment through Defina AI, you will receive multiple appointment reminder SMS messages. Each SMS message will contain a link to a patient portal where you can modify appointments.  

  2. To unsubscribe from Defina AI marketing SMS messages, reply “STOP” to any marketing SMS sent from Defina AI.  

  3. To unsubscribe from Defina AI patient care related SMS messages, please submit a written request to Defina AI by responding to the automated SMS or by emailing Defina AI at Info@definahealth.com 

Defina AI may from time to time provide automatic notifications and voluntary Services-related notifications, as further explained below and subject always to our Privacy Policy. 

Assumption of Risk 

By using our Services, you acknowledge and accept that there are substantial risks associated with using Sites and Services provided on the Internet. You agree and understand that you: 

  1. Have the necessary technical expertise and ability to review and evaluate the security, integrity, and operation of the Services; 

  2. Have the knowledge, experience, understanding, professional advice, and/or information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of our Services and are not relying on us; and 

  3. Accept networking technology generally. You further assume and agree that we will have no responsibility or liability for, such risks. You hereby irrevocably waive, release, and discharge any and all claims, whether known or unknown to you, against us, our affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth in these Terms. 

You take responsibility for all activities and transactions that occur in connection with your use of our Services and accept all risks and consequences of your use of our Services to the maximum extent permitted by law.  

You understand that all medical care is provided by the Medical Group and its Providers. Defina AI is not involved in the practice of medicine and assumes no responsibility for clinical decisions or health outcomes. 

Intellectual Property 

Your right to access and use of the Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use our website for lawful, internal, and non-commercial purposes. Subject to your compliance with these Terms, Defina AI hereby grants to you, a personal, worldwide, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the content provided to you as part of the website (for personal, non-commercial purposes). 

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any Content not owned by you (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Defina AI’s) rights.  

You understand that, except with respect to any open-source software or third-party software that the Services incorporate, Defina AI owns the Services, including all technology or Content (including all intellectual property rights subsisting therein), and hereby grants you a limited, revocable, transferable license to access and use those portions of the Services that are proprietary to Defina AI. 

Defina AI Has and Retains All Rights in Our Services 

Except for integrations with or links to third-party applications or websites, the Service itself, all content, and other subject matter included on or within the Service, and all Intellectual Property Rights in or related to the Service or any such content or other subject matter (“Defina AI Content”) are the property of Defina AI and its licensors. Except as expressly provided in these Terms, you agree not to use, modify, reproduce, distribute, sell, license, or otherwise exploit the Defina AI Content without our permission. 

Subject to the terms and conditions of these Terms, we grant you a license to use the Service, including accessing and viewing Defina AI Content, for your personal, noncommercial use and to engage as expressly permitted by the features of the Service. Defina AI may terminate this license at any time for any reason or no reason. Except for the rights and licenses expressly granted, Defina AI reserves all other rights, and no other rights are granted by implication or otherwise. 

Copyright Policy 

Defina AI respects the intellectual property rights of others and expects its users to do the same. It is Defina AI’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate access of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. 

In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Defina AI will respond expeditiously to claims of copyright infringement committed using the Site that are reported to Defina AI 's Designated Copyright Agent, identified below. 

If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to Defina AI 's Designated Copyright Agent. Upon receipt of the Notice as described below, Defina AI will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Site.  

Procedure for DMCA Notice of Alleged Infringement (“Notice”) 

If you find you have a complaint under the DMCA, please comply with the following procedures in contacting Defina AI. 

(a) Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed. 

(b) Identify (i) the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Site or Services where such material may be found, and (ii) the reference or link, to the material or activity that you claim to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link, including at a minimum, if applicable, the URL of the link shown on the Site or Services where such reference or link may be found. 

(c) Provide your mailing address, telephone number, and, if available, email address. 

Include both of the following statements in the body of the Notice: 

  1. “I hereby state that I have a good faith belief that the disputed use of the copyrighted material or reference or link to such material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

  2. “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.” 

Provide your full legal name and your electronic or physical signature. 

 Deliver this Notice, with all items completed, to Defina AI’s Designated Copyright Agent: 

Defina AI Copyright Agent  
1875 Mission St, Suite 103-376, San Francisco CA 94103 
Info@definahealth.com 

  

What If I Receive a Copyright Complaint (DMCA) Notification? 

If you receive a notification that your third-party content has been removed due to a copyright complaint, it means that the content has been deleted from Defina AI at the request of the content’s owner. If you receive too many copyright complaints, you may lose the ability to contribute new content on Defina AI, and your access to Defina AI may be disabled completely. 

If you believe your third-party content was removed in error, you have the option to file a counter-notice by following the steps below. When Defina AI receives a valid counter-notice, we will forward a copy to the person who filed the original complaint. If we do not receive notice within ten (10) business days that the submitter of the original complaint is seeking a court order to prevent further infringement of the content at issue, we will remove the complaint from your record, and we may replace the content that was removed. 

There are legal and financial consequences for fraudulent and/or bad faith submissions. Before submitting a counter-notice, be sure that you are the actual rights holder of the removed content or that you have a good faith belief that the material was removed in error, and understand the repercussions of submitting a false claim. 

How to File a Counter-Notice 

(a) Reply to the notification you received. 

(b) Include ALL of the following: 

(i) Your name, address, and telephone number; 

(ii) DMCA ID printed at the bottom of the notification email; 

(iii) The source address of the content that was removed (copy and paste the link in the notification email); 

(iv) A statement under penalty of perjury that you have a good faith belief that the content was removed in error;

(v) A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any jurisdiction in which Defina AI may be found, and that you will accept service of process from the person who provided the original complaint under 17 U.S.C. § 512(c)(1)(C) or an agent of such person; and 

(vi) A physical or electronic signature (for example, typing your full name). 

Trademark Policy 

Defina AI respects the trademark rights of others.  

Defina AI, the Defina AI logo, and other Defina AI logos and names are trademarks and are the intellectual property of Defina AI You agree not to display or use this intellectual property in any manner without Defina AI’s prior, written consent. The names and logos of third parties may be their trademarks. You may not infringe on their proprietary rights. All rights are reserved. 

If you are concerned that someone may be using your trademark in an infringing way on our Site, you can let us know by completing the form below. Defina AI will review your submission and take whatever action, in its sole discretion, it deems appropriate, including temporary or permanent removal of the trademark from the Defina AI site. 

Trademark Infringement Claim Form 

(a) Identify the infringing name, the exact word or symbol that is trademarked and details regarding how the trademark is or was being infringed. Please also include the following: 

(i) The trademark registration number; and 

(ii) The trademark registration office (e.g., USPTO). 

(b) Provide your full name, email address (preferably a Defina AI email address), your relation to the trademark holder, your Defina AI name, your full mailing address, and your phone number. 

(c) Also helpful, but not mandatory, are the following: 

(i) Link to the trademark record; 
(ii) Date of first use; 
(iii) Date of trademark application; and 
(iv) Date of Registration. 

(d) Finally, tell us whether you: 

(i) Want to claim the username at issue; 
(ii) Want to blacklist the username from further use; or 
(iii) Want Defina AI to take other action. 

(e) Include both of the following statements: 

(i) “I hereby state that I have not authorized the challenged use, and I have a good-faith belief that the challenged use violates my rights.” 

(ii) “I hereby state under penalty of perjury that all of the information in this notification is accurate and that I am the owner of the trademark, or authorized to act on behalf of the owner of the trademark.” 

Send the above-described notice to: 

Defina AI Trademark Agent  
1875 Mission St, Suite 103-376, San Francisco CA 94103 
Info@definahealth.com 

Third-Party Services and Websites 

 Any third-party goods, services, or websites (“Third-Party Content”), or the information or content publicly posted or privately transmitted or made available through Third-Party Content is the sole responsibility of the individual or organization from whom such goods, services, or content originated, and you access information and content from these goods, services, or websites at your own risk. 

Defina AI is not liable for any errors or omissions or for any damages or loss you might suffer in connection with these goods, services, or websites. 

The Services may contain links or connections to third-party websites or services that are not owned or controlled by us. In other cases, third-party websites or services may integrate with our Services, or we may integrate with third-party websites or other services. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that we are not responsible for such risks. The fact that our Services may be used with other third-party services should not be taken as an endorsement of those services. Defina AI encourages you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize, as your use of those services is subject to those terms and policies. 

Defina AI has no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Defina AI will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold Defina AI harmless from any and all liability arising from your use of any third-party website or service. 

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, financial transactions, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. 

If there is a dispute between participants of the Services, or between users and any third party, you agree that Defina AI is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Defina AI its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. 

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "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.” 

Suspension or Termination of Use 

You may terminate your use of our Services at any time. Defina AI may terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. Defina AI has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.  
 
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us (if applicable) or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us. 

You agree that Defina AI shall not be liable to you or any third party for any such modification, suspension, or discontinuance of our Services. In addition, we reserve the right to terminate your access to our Services for any reason, and to take any other actions that Defina AI, in its sole discretion, believes to be in the interest of our Defina AI and of our users as a whole. 

Disclaimer of Warranty 

Your Use of the Services is Subject to Certain Disclaimers. DEFINA AI SERVICES ARE AVAILABLE “AS IS.” WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE NEWS, INFORMATION, OR OTHER MATERIALS AVAILABLE THROUGH OUR SITE. DEFINA AI DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SITE OR ANY INFORMATION, OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH OUR SERVICES. WE DO NOT MAKE ANY REPRESENTATIONS, NOR DO WE ENDORSE THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH DEFINA AI SERVICES OR AVAILABLE THROUGH OUR SITE. DEFINA AI RESERVES THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS ON OUR SERVICES. ALTHOUGH WE WILL TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES, WORMS, “TROJAN HORSES,” OR OTHER DESTRUCTIVE MATERIALS TO OUR SERVICES BY IMPLEMENTING APPROPRIATE SECURITY SAFEGUARDS, DEFINA AI DOES NOT GUARANTEE OR WARRANT THAT OUR SERVICES OR MATERIALS THAT MAY BE DOWNLOADED FROM OUR SITE DO NOT CONTAIN SUCH DESTRUCTIVE FEATURES. DEFINA AI IS NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH FEATURES. IF YOU RELY ON OUR SERVICES AND ANY MATERIALS AVAILABLE THROUGH OUR SITE, YOU DO SO SOLELY AT YOUR OWN RISK. 

OUR SITE MAY CONTAIN VARIOUS COMBINATIONS OF TEXT, IMAGES, AUDIOVISUAL PRODUCTIONS, OPINIONS, STATEMENTS, FACTS, ARTICLES, DATA, OR OTHER INFORMATION CREATED BY US OR BY THIRD PARTIES. DUE TO THE NUMBER OF SOURCES FROM WHICH CONTENT ON OUR SITE IS OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN SUCH CONTENT. ACCORDINGLY, SUCH CONTENT, INCLUDING DATA, IS FOR YOUR REFERENCE ONLY AND SHOULD NOT BE RELIED UPON BY YOU FOR ANY PURPOSE.  

Limitation of Liability 

Defina AI its affiliates, and employees are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation, lost revenues or profits, loss of business or loss of data, in any way related to this site or for any claim, loss or injury based on errors, omissions, interruptions, or other inaccuracies in our Services (including, without limitation, as a result of breach of any warranty or other term of these Terms of Service). 

Despite anything else stated in these Terms, we shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities, or harm to any person or entity relating to the transactions you conduct or attempt to conduct using our Services, or losses, delays, failures, errors, interruptions, or loss of data occurring directly or indirectly by reason of circumstances beyond our control. This includes, without limitation: acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics or pandemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or, communications capabilities; insurrection; elements of nature; or non-performance by a third party. 

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL DEFINA AI BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF $100.00, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. 

THE MEDICAL GROUP IS SOLELY RESPONSIBLE FOR THE DELIVERY OF MEDICAL CARE AND CLINICAL SERVICES. DEFINA AI DISCLAIMS ALL LIABILITY ARISING FROM THE PROVISION OR FAILURE OF MEDICAL TREATMENT PROVIDED BY PROVIDERS VIA THE PLATFORM. 

Indemnification 

To the fullest extent allowed by applicable law, You agree to indemnify and hold Defina AI, our affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services, or (b) your violation of these Terms or applicable law. Defina AI reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification. In such event, you shall provide Defina AI with such cooperation as is reasonably requested by us. 

Dispute Resolution  

ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS 

Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD-PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS, YOUR USE OF THE WEBSITE, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF CALIFORNIA. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. 

If you wish to begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: 

Defina AI 
1875 Mission St, Suite 103-376, San Francisco CA 94103 

As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate.  

BY AGREEING TO THIS ARBITRATION CLAUSE & CLASS ACTION WAIVER, YOU AND DEFINA AI ARE GIVING UP THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM THAT EACH SIDE MAY HAVE AGAINST THE OTHER INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.  

You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the website or these Terms must be filed within one (1) year after such claim of action arose or be forever banned. 

If you do not want to arbitrate disputes with Defina AI, and you are an individual, you may opt out of this ARBITRATION CLAUSE & CLASS ACTION WAIVER by sending an email to info@definahealth.com within thirty (30) days of the first date you access or use the website. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us. 

Any claims related to clinical care must be brought against the Medical Group or your Provider directly. Defina AI is not a party to the patient-provider relationship and is not liable for clinical outcomes. 

Governing Law and Forum for Dispute Resolution   

These Terms, and your relationship with Defina AI under these Terms, shall be governed by the laws of the State of California in the United States of America without regard to its conflict or choice of laws provisions. Any dispute with Defina AI, or its officers, directors, employees, agents or affiliates, arising under or in relation to these Terms shall be resolved exclusively as specified in the ARBITRATION CLAUSE & CLASS ACTION WAIVER clause above, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Defina AI may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Defina AI is able to offer the Services at the terms designated, with little or no charge to you, and that your assent to this provision is an indispensable consideration to these Terms. 

 You also acknowledge and understand that, with respect to any dispute with Defina AI, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the website or these Terms: 

  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and 

  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE. 

California Consumer Rights Notice

Under California Civil Code Section 1789.3, California users of the website receive the following specific consumer rights notice. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952- 5210 should you have any concerns with the Defina AI Services. 

Changes to These Terms of Service 

Defina AI is constantly working to improve its Services, and these Terms may need to be updated. Defina AI reserves the right to change these Terms at any time. Updates to these Terms will be made available on the Defina AI Site definahealth.com may suspend or discontinue any part of the Services, or Defina AI may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. Defina AI reserves the right to remove any content from the Site or Services at any time, for any reason in our sole discretion, and without notice. 

If you do not agree with the new Terms after any changes, please immediately discontinue your uses of the Site and Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. 

  

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Defina AI without restriction. Any attempt to assign or transfer these Terms of Service and any rights and licenses will be null and void.   

Miscellaneous Terms 

Entire Agreement. The Terms of Service, including Defina AI’s Privacy Policy, which are hereby incorporated by reference, constitute the entire agreement between you and Defina AI and governs your use of the site, superseding any contemporaneous or prior agreements between you and Defina AI. 

Governing Laws. The Terms of Service will be governed by and construed in accordance with the laws of the State of California, County of San Francisco, without regard to its conflict of law provisions. 

Assignment. You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without our prior written consent. Defina AI may transfer, assign, or delegate these Terms and our rights and obligations without consent.  

Waiver and Severability. The failure of Defina AI to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties to this Agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable. 

Notices.  Defina AI may provide you with notices, including, without limitation, those regarding changes to the Terms of Service and other site-related announcements, by postings on the site or via email. 

Limitation on Claims. Any action concerning the site must be brought within one (1) year after the reason for the action arises, or the claim is barred. 

Defina AI May be Legally Compelled to Disclose Certain Information. You agree that in the event Defina AI receives a subpoena issued by a court or from a law enforcement or government agency, Defina AI may have to comply with such subpoenas without your consent or prior notice to you and may need to disclose your IP address, name, IP location, or other information in response thereto.  

 

Contact Information. Please send any questions, comments or report any Terms of Service violations to info@definahealth.com. 

  

Welcome to the Defina Health website definahealth.com (the “Site”). Defina Health “the Company”, “we”, “our” or “us”) provides this Site for your personal use. Please read these Terms of Use carefully. 

TERMS AND CONDITIONS FOR THE USE OF THIS SITE 

These Website Terms of Use (“Terms of Use”) describe the terms and conditions of use of this website by you, the website viewer, and your rights and responsibilities as a user. By: (a) accessing and using our Site, (b) providing payment for and/or using any Services provided by us thereunder, and/or (c) providing your personal information to us, you agree and are thus bound by all of the terms and conditions set forth herein, whether or not you register for a user account (“Account”) with us. As used throughout these Terms of Use, the term “Services” includes and is not limited to the provision of therapy and medication telehealth services by appropriately licensed clinicians (collectively, the “Health Care Professionals”). 

We have the right to revise these Terms of Use without notice to you and thus advise all users of the Site to visit this page frequently to review them. The most current version of these Terms of Use can be viewed by clicking on the “Terms of Use” link posted at definahealth.com/terms-of-use. By accessing and using this Site, you agree to these Terms of Use and any changes to these Terms of Use that may be in force at that time. If you do not agree to these Terms of Use, please leave this Site. 

We encourage you to review our Privacy Policy, as your agreement to these Terms of Use includes agreement to our Privacy Policy (as referenced below). Additionally, our Website Terms of Service (“Terms of Service”) review those terms that apply should you wish to make use of our Services. 

Should you find other terms, conditions, or disclaimers on pages, applications, or programs within the Site, and you believe there is a conflict between these Terms of Use and those terms, conditions, or disclaimers posted for that particular area of the Site, the terms, conditions, or disclaimers for that particular page, application, or program will take precedence to the extent there is a conflict. Additionally, any conflict arising between these Terms of Use and our Privacy Policy shall be resolved by the Privacy Policy taking precedence with respect to the subject matter in question. Any conflict between these Terms of Use and our Terms of Service shall be resolved by the Terms of Service taking precedence with respect to the subject matter in question. 

SITE CONTENT 

We operate this Site to facilitate the Services to be provided by Health Care Professionals. These Health Care Professionals deliver the Services through our Site as independent professionals practicing within the scope of their individual licenses, certifications, education, and capabilities. While the Site is intended to serve the general public by providing general information about health care services and may facilitate the provision of Services by Health Care Professionals, the Company does not itself provide any Services and the Site is not intended to interfere with the provision of Services by Health Care Professionals. The Site is not offered as an alternative or substitute to medical services, advice, or referrals from a licensed physician. Any potential or actual emergency should be handled by contacting 911 and/or seeking emergency care immediately. 

Content on the Site is offered to the general public as educational and is strictly informational. Your use of the Site warrants that you will not use it for any purpose that is unlawful or prohibited by these Terms of Use. Although the Company attempts to ensure the accuracy and integrity of the information on the Site, it makes no representations, warranties, or guarantees as to the accuracy of the Site and its content, and as such, it is possible that the Site could include typographical or other errors, or inaccuracies, and that unauthorized additions, deletions, and/or alterations could be made to the Site by third parties. In the event that any inaccuracy arises, please inform us so that it can be corrected. 

The Site may provide access through links to third-party websites that provide encrypted and password-protected access to our Service. These websites may offer recipients access to our Service for which participants will have received additional information regarding the terms of such service, prior to being granted access. 

PERMISSIONS AND RESTRICTIONS FOR USE OF THIS SITE 

The Company hereby grants to you a limited, non-exclusive, non-transferable right to access the Site and to use the Services. The Site is for users over the age of 18 for personal, non-commercial use, subject to compliance with these Terms of Use and in accordance with applicable laws. Use of this Site is for your personal, non-commercial use only; you represent that information you provide is true, accurate, and complete, to the best of your knowledge. The Site is intended for use within the United States. Those choosing to access the Site outside of the U.S. are responsible for compliance with all local laws, including those which may apply to Content on the Site which may be prohibited locally. 

The contents of this Site, including without limitation, text, design, graphics, images, and other content (collectively, the “Content”) are owned by or licensed to the Company, its third-party vendors, and/or other third parties. The Content is protected under copyright law. Your use of the Site provides limited access to view, download, and print the Content, solely in conjunction with your permitted use. No portion of the Site should otherwise be reproduced, stored, or transmitted by any means for any purpose. Such unauthorized use will constitute violation of copyright, trademark, and other laws. Any copies of copyrighted or trademarked materials, or names obtained from our Site, should retain all copyright and proprietary notices and should not be used without permission. Use of any Content on the Site does not grant ownership rights to such Content or to the Site. You may not sell or modify Content or display Content for public or commercial use. 

Unauthorized access to the Site and its Content via hacking is prohibited, as is the use of bots, spiders, scrapers, web crawlers, indexing agents, deep-links, or other such devices, mechanisms, or programs intended to do the same. 

Additionally, restrictions to use of the Site include accessing or tampering with non-public areas of the Site or our systems, or the delivery of our systems or the Services. You may not interfere with the access of any Site user, host, or network related to our Site or the Services (e.g., sending viruses, overloading, flooding, spamming, mail-bombing) or attempt to tamper or change any Site-related software. 

Any use of our Site or its Content not expressly permitted within these Terms of Use is a breach of the Terms of Use and may violate U.S. laws. The Company reserves the right, in our sole discretion, to deny or suspend use of the Site or Services to anyone for any reason. 

USER SUBMISSIONS AND PII 

Any information, material, comments, or other communication submitted to us (other than personal health information (“PHI”) as governed by our Terms of Service and our Notice of Privacy Practices) will be treated as confidential and will not otherwise be disclosed to third parties. We do not collect and store personally identifying information (“PII”) from Site users; any PII collected and received via form submission or email is submitted voluntarily and may be used to respond back to a user as necessary. Any PHI submitted via form submission or email is also submitted voluntarily and its use is governed by our Notice of Privacy Practices. More information regarding PII and its use on our Site and in our Services can be found in our Privacy Policy. 

You agree not to provide any user information that: (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful or that could encourage criminal or unethical behavior; (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity; or (c) contains or transmits a virus or any other harmful component. 

LINKS AND THIRD PARTIES 

Our Site may contain links to websites owned by third parties. Such sites are provided solely as resources and as a convenience to our users. These links, and any associated content, are not intended to be an endorsement, recommendation, or referral for any website or third party, and we are not responsible, nor do we make representation for any content, information, security practices, or privacy policies for these websites and/or third parties. If you, as a user of our Site, decide to access any third-party website using links from our Site, you do so at your own risk. Site users are expected to independently assess whether information and resources from any website, including ours, will meet their needs. 

DISCLAIMERS 

Use of this Site is at your own risk. We provide no warranty that our Site will operate without interruption or error or that the Site and its server are free from viruses or other harmful technologies. Any subsequent damage to your computer system, or loss of data, that results from your use of the Site falls under your assumed risk and responsibility. Further, while we aim to ensure appropriate and accurate sharing of information, we make no warranties regarding the content of the site, its quality, accuracy, truthfulness, or reliability. 

The Site, its Content (inclusive of user submissions) are provided on an “as-is” and “as-available” basis without any warranties of any kind. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESSED AND IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, AND SYSTEM INTEGRATION. 

You acknowledge and agree that the Health Care Professionals using the Site to provide Services are solely responsible for and will have complete authority, responsibility, supervision, and control over the provision of all such Services, including any advice, instructions, treatment decisions, and other professional services performed, and that all diagnoses, treatments, procedures, and other professional services will be provided and performed exclusively by or under the supervision of Health Care Professionals, in their sole discretion, as they deem appropriate. 

LIMITATIONS ON LIABILITY 

THE COMPANY SHALL NOT BE LIABLE TO ANY USER OF THE SITE, OR ITS THIRD-PARTY TECHNOLOGY PLATFORM PROVIDER, FOR ANY DAMAGES WHATSOEVER RESULTING FROM YOUR USE OR INABILITY TO USE THE SITE, ITS MATERIAL, OR ANY THIRD-PARTY WEBSITES LINKED TO THIS SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS, OR LOSS OF PROGRAMS OR OTHER DATA), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

YOU AGREE THAT YOUR SOLE REMEDY TO ANY PROBLEM WITH THIS SITE, INCLUDING ERRORS FROM AND INACCURACIES WITHIN, IS TO CEASE USING THE SITE AND THE SERVICES PROVIDED THEREUNDER. THE COMPANY, ITS THIRD-PARTY TECHNOLOGY PLATFORM PROVIDER, AND ANY THIRD PARTY WHO PROMOTES THE SERVICES OR PROVIDES YOU WITH A LINK TO THE SITE, SHALL NOT BE LIABLE FOR YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTY, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ITS USE. 

You acknowledge and agree that the Health Care Professionals using the Site to provide Services are solely responsible for, and will have complete authority, responsibility, supervision, and control over, the provision of such Services, including any advice, instructions, treatment decisions, and other professional services performed, and that all diagnoses, treatments, procedures, and other professional services will be provided and performed exclusively by or under the supervision of Health Care Professionals, in their sole discretion, as they deem appropriate. 

INDEMNIFICATION 

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD THE COMPANY, ITS THIRD-PARTY TECHNOLOGY PLATFORM PROVIDER, AND ANY SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND OTHER THIRD-PARTY PARTNERS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, DEMANDS, COSTS, AND EXPENSES OF EVERY KIND AND NATURE (INCLUDING ACTUAL, SPECIAL, INCIDENTAL, AND CONSEQUENTIAL), KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED TO, YOUR USE OF THE SITE AND THE SERVICES. YOU WAIVE THE PROVISION OF ANY STATE OR LOCAL LAWS THAT LIMIT OR PROHIBIT SUCH A GENERAL RELEASE. 

WAIVER AND SEVERABILITY 

Any failure by the Company to enforce any right or provision of these Terms of Use shall not constitute a waiver of such rights or provisions. Should any competent court or arbitrator find any provision herein as invalid or unenforceable, that provision will be enforced to the maximum extent permissible and any and all other provisions of these Terms of Use will remain in full force and effect. 

VIOLATIONS AND FEEDBACK 

Feedback regarding our Site is welcomed and can be submitted by emailing us at info@definahealth.com.