Youniq Health - Terms & Conditions

Youniq's Terms & Conditions

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE YOUNIQ SERVICES. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

These Youniq Services Terms and Conditions (“Terms”) govern access to and use of the Surely Health Inc. (“Youniq,” “we” or “us”) web sites and services (collectively, the “Site”) by site visitors (“Site Visitors”) and by individuals or entities who purchase services (“Youniq Services”) or create an account (“Account”) and their Authorized Users (collectively, “Customers”). By using the Site or any Youniq Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is each an individual natural person, whether an employee, business partner, contractor, or agent of a Customer who is registered or permitted by Customer to use the Youniq Services subject to these Terms and up to any maximum number of users or uses specified at the time of purchase. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.

Updates and Communications
1.1 We may revise these Terms or any additional terms and conditions that are relevant to a particular Youniq Service from time to time to reflect changes in the law or to the Youniq Services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE YOUNIQ SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.
You agree to receive all communications, agreements, and notices that we provide in connection with any Youniq Services (“Communications”), including, but not limited to, Communications related to our delivery of the Youniq Services, via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Site or through any Youniq Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner, and you agree to keep your Account contact information current.

1.3 The Youniq mobile message service (the “Service”) is operated by Youniq Health, Inc dba Youniq (“Youniq”, “we”, or “us”). Your use of the Service constitutes your agreement to these terms and conditions (“Mobile Terms”). We may modify or cancel the Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time, and your continued use of the Service following the effective date of any such changes shall constitute your acceptance of such changes.

1.4. To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Service, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.
USAGE AND ACCESS RIGHTS

3.1 Eligibility to Use. You represent and warrant that you are: (a) of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction) and competent to agree to these Terms; and (b) you (or your Authorized Users, as applicable) are not and will not when using the Site be located in, under the control of, or a national or resident of a U.S. embargoed country or territory and are not a prohibited end user under Export Control Laws (as defined in Section 12.3). You acknowledge that you are not permitted to use the Site if you cannot make these representations. If Youniq has previously prohibited you from accessing the Site or using the Youniq Services, you are not permitted to access the Site or use the Youniq Services. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

3.2 Limited License. Upon your acceptance of these Terms, we grant you a limited, non-exclusive, and non-transferable license to access and use the Site for your internal business purposes and only as expressly permitted in these Terms. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of Youniq, you may not access or use the Youniq Services without Youniq’s explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms, Youniq grants you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Site provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for personal or internal, non-commercial use; and (c) do not modify them in any way. Any violation by you of the license provisions contained in this Section 3 may result in the immediate termination of your right to use the Site, as well as potential liability for copyright infringement or other claims depending on the circumstances.
OWNERSHIP

4.1 Intellectual Property. The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.

4.1.1 The Site is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Site. You acknowledge that the Site contains original works that have been developed, compiled, prepared, revised, selected, and arranged by Youniq and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of Youniq and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, Documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Site, shall, as between you and Youniq, at all times be and remain the sole and exclusive property of Youniq.

4.1.2 The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the “Trademarks”) are registered and unregistered Trademarks of Youniq and others. The Trademarks may not generally be used in any advertising or publicity or otherwise to indicate Youniq’s sponsorship of or affiliation with any product, service, event, or organization without Youniq’s prior express written permission. Youniq acknowledges the Trademarks of other organizations for their respective products or services mentioned on the Site. Any rights not expressly granted in these Terms are reserved by Youniq, Inc. Other than as provided in these Terms incorporated herein by reference, your use of the Trademarks or any other Youniq content is strictly prohibited.

4.1.3 Copyright. Youniq respects copyright law and expects its users to do the same. If you believe that any content or material on the Site infringes copyrights you own, please notify us by emailing support@Youniq.health with your notice.

4.2 Software Use Restrictions. Software available for downloading through the Site or third-party websites or applications (the “Software”) is the copyrighted work of Youniq and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law and may result in civil and criminal penalties. Violators may be prosecuted.

4.3 Content and Submissions/User Content.

4.3.1 Submissions. The Site or Youniq Services may enable you to submit, post, upload, or otherwise make available (collectively, “Post”) content such as questions, public messages, ideas, product feedback, comments, and other content (collectively, “User Content”) that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information about you that you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws. For the avoidance of doubt, User Content does not include any document, such as a contract, disclosure, or notice.

4.3.2 Screening & Removal. You acknowledge and agree that Youniq and its designees may or may not, at Youniq’s discretion, pre-screen User Content before its appearance on the Site or Youniq Services, but that Youniq has no obligation to do so. You further acknowledge and agree that Youniq reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit, or remove any User Content that is contributed to the Site or Youniq Services. Without limiting the foregoing, Youniq and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in Youniq’s sole discretion. You acknowledge and agree that Youniq does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.

RESTRICTIONS ON USE OF THE SITE

5.1 By using the Site, including any Youniq Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

5.1.1 Is illegal, or violates any federal, state, or local law or regulation;

5.1.2 Advocates illegal activity or discusses illegal activities with the intent to commit them;

5.1.3 Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;

5.1.4 Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;

5.1.5 Interferes with any other party’s use and enjoyment of the Services;

5.1.6 Attempts to impersonate another person or entity;

5.1.7 Is commercial in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;

5.1.8 Falsely states, misrepresents, or conceals your affiliation with another person or entity;

5.1.9 Accesses or uses the account of another user without permission;

5.1.10 Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;

5.1.11 Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site, or the servers or networks connected to the Site, or any of the Youniq Services;

5.1.12 “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;

5.1.13 Improperly solicits personal or sensitive information from other users, including without limitation address, credit card or financial account information, or passwords;

5.1.14 Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent;

5.1.15 Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Site;

5.1.16 Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;

5.1.17 Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site;

5.1.18 Uses the Services for benchmarking, or to compile information for a product or service;

5.1.19 Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site or Youniq Services, by any means except as provided for in these Terms or with the prior written consent of Youniq; or

5.1.20 Attempts to do any of the foregoing.

If you believe content on the Site violates the above restrictions, please contact us at support@Youniq.health

5.2 In addition, Customers shall not, and shall not permit others to, do the following with respect to the Youniq Services:

5.2.1 Use the Youniq Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms;

5.2.2 License, sub-license, sell, re-sell, rent, lease, transfer, distribute, or time share or otherwise make any portion of the Youniq Services or Youniq’s then-current technical and functional documentation for the Youniq Services (“Documentation”) available for access by third parties except as otherwise expressly provided in these Terms; or

5.2.3 Access or use the Youniq Services or Documentation for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with the Youniq Services or (ii) allowing access to your Account by a direct competitor of Youniq.

5.3 You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in the termination of your use of and access to the Site effective immediately.

5.4 You acknowledge that we have no obligation to monitor your or anyone else’s access to or use of the Site for violations of these Terms or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Site, including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising, to ensure your compliance with these Terms, and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency, or other governmental body.

PRIVACY

6.1 Youniq Privacy Policy. You acknowledge that except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be used and protected as described in the Youniq Privacy Policy (https://Youniq.health.com/privacy-policy). Please read the Privacy Policy carefully.

6.3 Access & Disclosure. We may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process). We may also share your information in situations involving potential threats to the physical safety of any person, violations of the Youniq Privacy Policy or our user agreements or terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property, and safety of Youniq, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.

7.4 Data.

7.4.1 Data Generally. You shall be responsible for data that you provide or use in Youniq Services. You are solely responsible for determining the suitability of the Youniq Services for your business or organization and complying with any regulations, laws, or conventions applicable to the data you provide and your use of the Youniq Services and Site.

7.4.2 Personal Data. Customer warrants that its collection and use of any personal information or data provided while using the Site complies with all applicable data protection laws, rules, and regulations. Customer and its Authorized Users acknowledge that Youniq may process such personal data in accordance with the Youniq Privacy Policy (https://www.youniq.health/privacy-policy).

7.5 Customer Warranties. Customer hereby represents and warrants to Youniq that: (a) it has all requisite rights and authority to use the Youniq Services under these Terms and to grant all applicable rights herein; (b) it is responsible for all use of the Youniq Services associated with its Account; (c) it is solely responsible for maintaining the confidentiality of its Account names and password(s); (d) it agrees to immediately notify Youniq of any unauthorized use of Customer’s Account of which it becomes aware; (e) it agrees that Youniq will not be liable for any losses incurred as a result of a third party’s use of its Account, regardless of whether such use is with or without its knowledge and consent; (f) it will use the Youniq Services for lawful purposes only and subject to these Terms; (g) any information it submits to Youniq is true, accurate, and correct; and (h) it will not attempt to gain unauthorized access to the System or the Youniq Services, other accounts, computer systems, or networks under the control or responsibility of Youniq through hacking, cracking, password mining, or any other unauthorized means.

7.6 Confidentiality.

7.6.1 Confidential Information. “Confidential Information” means (a) for Youniq and its Affiliates, the Youniq Services and Documentation; (b) for Customer and its Affiliates, Customer Data; (c) any other information of a party, including its respective Affiliates, that is disclosed to the other party under these Terms, and (d) any confidential or proprietary information disclosed by either party or its respective Affiliates that is marked “confidential” or in some similar manner that a reasonable person would understand as conveying the confidential nature of the information, including business plans, strategies, and customer information, information about its technology, suppliers, customers, business partners, and service providers, and information concerning current or future products and research and development. Information that is disclosed orally shall be considered Confidential Information only if it is confirmed in writing as being Confidential Information within 30 days of such disclosure.

7.6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was in the receiving party’s possession before receipt from the disclosing party and was not acquired by the receiving party from the disclosing party under this Agreement or any other agreement; (c) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not bound by a confidentiality agreement with respect to the information or otherwise prohibited from transmitting the information to the receiving party by a legal, contractual, or other obligation; or (d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

7.8 HIPAA Business Associate Addendum.

7.8.1 If you are a Customer and you or your Authorized Users are subject to the Health Insurance Portability and Accountability Act (“HIPAA”), then you and Customer agree to enter into the Youniq Business Associate Agreement found here (“HIPAA Agreement”). The terms of the HIPAA Agreement are incorporated by reference in these Terms, and for purposes of these Terms, “Protected Health Information,” “HIPAA,” and other HIPAA-defined terms shall have the meanings ascribed to them in the HIPAA Agreement.

7.8.2 If Youniq is deemed to be a Business Associate by HIPAA, then you acknowledge and agree that Youniq is deemed to be a “business associate” (as defined in 45 C.F.R. § 160.103) under HIPAA, and is subject to the HIPAA Agreement and as such is responsible for implementing and maintaining appropriate administrative, physical, and technical safeguards to protect the security, integrity, and confidentiality of Protected Health Information as required by the applicable requirements of HIPAA.

7.8.3 If you are subject to HIPAA, you understand that your use of the Site and Youniq Services may involve the transmission of Protected Health Information, and you consent to Youniq’s use of the Services in accordance with the requirements of HIPAA.

REMOVAL & DISCONTINUATION OF SERVICES

9.1 Suspension and Termination. Youniq may suspend or terminate your access to the Site, Youniq Services, or any other Youniq Service or remove any content on the Site at any time for any reason or for no reason at all. Youniq shall not be liable to you or any third party for any such suspension or termination. In the event of termination of your Account, for any reason, Youniq may delete all User Content in your Account. You further acknowledge that Youniq shall not be liable to you or any third party for any change or discontinuation of the Site or any Youniq Service.

9.2 Emergency Changes. If Youniq determines that an emergency change to the Site or a Youniq Service is necessary, Youniq may make such changes without prior notice and without prior notification. However, Youniq will make reasonable efforts to notify you after the change has been made.

UPDATES

10.1 Software Updates. Youniq may from time to time provide patches, updates, and modifications to the Software and/or Youniq Services. Youniq shall not be responsible for any communication not received by you from Youniq.

10.2 Continuing Service. Youniq may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Youniq Services and related services and deliver to you for your approval or your rejection, which approval or rejection may be unreasonably withheld or delayed. Youniq agrees to develop any such modifications to the Youniq Services, Documentation, or the Software in accordance with reasonable industry standards. Youniq reserves the right to amend these Terms to reflect and cover any additional costs or expenses Youniq may incur in developing such modifications, subject to Customer’s approval.

10.3 Changes. Youniq reserves the right to modify these Terms and the Youniq Services, in our sole discretion, at any time and without prior notice to you, and such changes will be effective immediately upon being posted on the Site or within the Software or Youniq Services. Your use of the Site or any of the Youniq Services after such changes are posted will constitute your acceptance of such changes. You agree that any new features, changes, and/or additions to the Site or Youniq Services will be subject to these Terms.

DISCLAIMER OF WARRANTIES

11.1 No Warranties. THE SITE AND YOUNIQ SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER. YOUNIQ, AND ITS LICENSORS, EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

11.2 “AS-IS”. YOUNIQ PROVIDES THE SITE AND YOUNIQ SERVICES AS A TOOL FOR INFORMATION AND ENTERTAINMENT PURPOSES. NO STATEMENTS IN ANY SITE DESCRIPTION ARE AN OFFER OR PROMISE FROM YOUNIQ. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR YOUNIQ SERVICES. YOUR SOLE REMEDY AGAINST YOUNIQ FOR DISSATISFACTION WITH THE SITE OR YOUNIQ SERVICES IS TO STOP USING THE SITE OR THOSE SERVICES.

11.3 **Youniq Makes No Warranty that (a) the Site or Youniq Services Will Meet Your Requirements; (b) the Site Will Be Available on an Uninterrupted, Timely, Secure, or Error-Free Basis; (c) the Results That May Be Obtained from the Use of the Site or Youniq Services Will Be Accurate or Reliable.

11.4 The Site is Provided as a Tool. You acknowledge and agree that Youniq provides the Youniq Services as a tool, and that You have the sole responsibility for using the Youniq Services in accordance with these Terms.

LIMITATION OF LIABILITY

12.1 Not Liable. UNDER NO CIRCUMSTANCES WILL YOUNIQ OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER UNDER A CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, ARISING IN CONNECTION WITH ANY PARTY’S USE OF THE SITE OR IN CONNECTION WITH ANY FAILURE

OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE SYSTEM FAILURE, LOSS OF DATA, OR LOSS OF USE RELATED TO THIS SITE OR ANY WEBSITE OPERATED BY ANY THIRD PARTY OR ANY CONTENTS OF THIS SITE OR ANY OTHER WEBSITE, EVEN IF YOUNIQ IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 No Indemnification. You agree to defend, indemnify, and hold harmless Youniq, its Affiliates, licensors, employees, contractors, agents, officers, and directors from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of the Site, violation of these Terms, or violation of any rights of a third party.

12.3 Not Responsible. Youniq does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and Youniq expressly disclaims any and all liability in connection with User Content.

INTERNET & OUTAGES

13.1 Failure. You acknowledge that the Site and Youniq Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications, and that Youniq is not responsible for any delays, delivery failures, or other damage resulting from such problems.

13.2 Interruption of Services. You acknowledge that the Site or Youniq Services may be temporarily unavailable because of, among other possible reasons, outages, maintenance, system or network failure, or other interruptions. Youniq shall not be liable to you or any third party for any damage you may incur as a result of the Site or Youniq Services being unavailable.

NOTICES

14.1 Sending Notice. Except as otherwise provided in these Terms, Youniq will send notices to you by posting them on the Site. You authorize Youniq to send notices via electronic mail as well if Youniq decides, in its sole discretion, to do so.

14.2 Location of Notice. Any notices or communication under these Terms by Youniq will be deemed delivered to you on the date Youniq posts the notice on the Site. All notices to Youniq must be sent to the address provided in Section 1.4.6 of these Terms, with a copy by email to legal@Youniq.health, and will be deemed delivered to Youniq on the earlier of the date when received by Youniq or five (5) days after the notice is sent. All notices will be in writing and will be delivered to the receiving party by email.

INTELLECTUAL PROPERTY

15.1 Copyright. The Site and Youniq Services are the intellectual property of Youniq and its Affiliates. The Site and Youniq Services are protected by federal and international copyright and trademark laws.

15.2 Your Right to Use. Youniq grants to you a limited, non-exclusive, non-transferable, right and license to use the Youniq Services, which you may access through the Site. You may not use the Youniq Services for any purpose beyond the scope of the products or services contracted for under these Terms.

15.4 Enforcement. Youniq and its licensors will protect their rights in the Site and Youniq Services to the extent permitted by law.

COMMUNICATIONS

16.1 User-Provided Information. If you send Youniq an email or communicate with Youniq electronically, you consent to receiving electronic communications from Youniq. Youniq will communicate with you by email or by posting notices on the Site.

DISPUTE RESOLUTION

17.1 Mandatory Arbitration. Any dispute between you and Youniq shall be resolved first by mediation and then by binding arbitration as set forth below. The parties shall first use good faith efforts to mediate any dispute in an amicable way and in an attempt to reach an equitable outcome. If the parties are unable to resolve a dispute through mediation, then the parties shall use good faith efforts to resolve a dispute through arbitration.

17.2 Mediation. If the parties are unable to resolve a dispute through mediation, the parties shall submit the dispute to binding arbitration.

17.3 Mediation by Certified Mediator. The parties shall agree to the mediator, who shall be a certified mediator in good standing with a recognized mediation organization, and if the parties cannot agree on a mediator, the parties shall jointly ask a mediator association or similar organization to appoint the mediator for the parties. The parties shall then mediate the dispute in good faith.

17.4 Arbitration. If the parties are unable to resolve a dispute through mediation, the parties shall resolve the dispute through arbitration.

17.5 Initiation of Arbitration. The parties shall initiate arbitration in the county in which you live or in Los Angeles County, California, in accordance with the arbitration laws and rules of the American Arbitration Association. In the event that the parties cannot agree to a certified arbitrator, the parties shall jointly ask a court of competent jurisdiction to appoint the arbitrator for the parties.

17.6 Confidentiality of Dispute. Both the mediator and arbitrator will agree in writing to keep the dispute and dispute resolution confidential, and the mediator will agree to not release or distribute any documents or notes that the mediator takes from the parties, or any communications from the mediator to the parties, until the arbitration has concluded. Both the mediator and arbitrator will only release the mediator’s decision to the parties, and will not release the mediator’s notes, communications, or any other information from the mediation to the parties or to any other person, except as required by law.

17.7 Decision of Arbitrator. The decision of the arbitrator will be final and binding on both the parties, and any award of the arbitrator may be entered in any court of competent jurisdiction. This arbitration provision is made pursuant to a transaction involving interstate commerce, and the Federal Arbitration Act (the “FAA”) shall apply to the construction, interpretation, and enforceability of this provision.

17.8 Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the arbitration provision set forth in this paragraph shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

17.9 Exception – Small Claims Court. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

17.10 Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the American Arbitration Association’s rules. If the arbitrator finds that your dispute is not within the scope of this provision, the parties will not be required to arbitrate the dispute. Each party

will pay his or her own attorney, filing, and arbitration fees for all disputes.

17.11 Survival. This arbitration provision shall survive the termination of these Terms.

NO CLASS ACTIONS

Any and all claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user. The parties specifically acknowledge that class actions and representative actions of any kind are not allowed.

JURISDICTION & DISPUTES

19.1 Los Angeles County, California. Youniq is operated and controlled by Youniq, LLC from its offices within the State of California. Youniq makes no representation that the Site, the Youniq Services, or any related information offered by Youniq are appropriate, legal, or available in other locations. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Central District of California, or in state court in Los Angeles County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

19.2 Limitation of Actions. You agree that any cause of action that arises in connection with the Site or Youniq Services or these Terms must be commenced within one (1) year after the cause of action arises. Otherwise, the cause of action is permanently barred.

GENERAL

20.1 Amendment. Youniq may amend these Terms from time to time, at its sole discretion. Your continued use of the Site or Youniq Services after any such changes are posted to the Site or sent to you through electronic mail or regular mail shall constitute your consent to such changes.

20.2 No Assignment. You may not assign these Terms.

20.3 Force Majeure. Except for payment obligations, neither party will be liable for any failure to perform any obligation (other than payment obligations) under these Terms that is due to an event beyond that party’s reasonable control, including but not limited to acts of God, war, terrorism, government regulations, embargoes, epidemics, pandemics, disasters, strikes, floods, weather, and shortages of transportation, facilities, fuel, energy, labor, or materials.

20.4 Attorney’s Fees. If you take any legal action relating to your use of the Site or these Terms, you agree to file such action only in the state and federal courts located within Los Angeles County, California. You further consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any court of competent jurisdiction holds any provision of these Terms to be invalid or unenforceable, the remaining provisions will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

20.5 Severability. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions of these Terms will continue in full force and effect.

20.6 No Waiver. Youniq’s failure to enforce any right or provisions in these Terms will not constitute a waiver of such or any other provision. Youniq will not be responsible for failures to fulfill any obligations due to causes beyond its control.

20.7 Agreement to be Bound. By using the Site and Youniq Services, you agree to be bound by these Terms and any other policies of Youniq posted on the Site.

20.8 Section Titles. The section titles in these Terms are used solely for the parties’ convenience and have no legal or contractual significance.

20.9 Limitations. These Terms and other agreements and policies posted on the Site constitute the entire agreement between Youniq and you, superseding any prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Youniq.

20.10 End of Agreement. These Terms will be binding upon each party hereto and its successors and permitted assigns and governed by and construed in accordance with the laws of the State of California without reference to conflict of law principles. These Terms will not be assignable or transferable by you without the prior written consent of Youniq. These Terms (including all of the policies and other agreements described in these Terms, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. No representation, promise, inducement, or statement of intention has been made by either party that is not embodied in this Agreement. Youniq and you each acknowledge and agree that the warranty disclaimers and liability and remedy limitations in these Terms are material terms of this Agreement and that they have been taken into account in the decision by each party to enter into this Agreement. You may contact Youniq by emailing legal@Youniq.health or writing to Youniq at its principal place of business at P.O. 7759 Sendero Angelica San Diego, CA 92127. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

20.11 Survival of Terms. The terms herein which by their nature should survive termination of these Terms shall survive such termination. Without limiting the generality of the foregoing, the obligations and rights of the parties under these Terms which by their nature should survive termination will survive any such termination.

21 Medical Disclaimer:

The Content and User Submissions available within our Services should not be considered as medical advice or a replacement for professional medical guidance. Under no circumstances should you rely solely on the information provided through our Services for making medical decisions. It is imperative that you always consult with an appropriately qualified healthcare professional to obtain proper diagnosis and treatment recommendations, including advice regarding suitable medications or treatments for your specific health needs.

None of the Content and/or User Submissions available through our Services make any representations or warranties regarding the safety, appropriateness, or effectiveness of any particular medication or treatment for you. Individual medical requirements can vary significantly, and any decision about your health should be personalized and based on expert consultation.

Company explicitly disclaims any responsibility or liability for any advice, course of treatment, diagnosis, or any other information, site, product, or service that you may obtain or access through third-party websites or services. Any actions or decisions you make based on such information are at your own risk, and Company shall not be held responsible for the consequences.

22. SUBSCRIPTION TERMS

22.1 Youniq operates on a subscription basis with a 7-day free trial. During this trial period, you can explore all features of the app without any charge. If you decide that Youniq is not for you, you can cancel your subscription at any time before the end of the 7-day trial period, and you will not be charged. If you do not cancel before the trial period ends, your subscription will automatically convert to a paid subscription, and your payment method will be charged accordingly. You can cancel your subscription at any time, and it will remain active until the end of the current billing period. After cancellation, your subscription will not be renewed, and no further charges will be applied.

22.2 Membership and Billing: (1) Membership is free for the first 7 days, depending on the plan. If you cancel your membership before these days are up, there will be no charge. Please note that should you cancel during your free 7-day trial, you will lose access to your premium features after this trial period.

(2) We offer two billing options for the membership: monthly and yearly.

(3) You can manage your payments, including viewing billing history and managing your subscription, from your account settings.

(4) You can cancel your subscription at any time from your account settings. No further charges will be made after cancellation.

(5) We reserve the right to modify our pricing. In the event of a price change, we will provide notice of the change through the site, within the Application, or via email, at our discretion. This notice will be provided at least 30 days before the updated pricing takes effect. Your continued use of the Service following the price change signifies your agreement to pay the adjusted amount.

22.3 Refunds:

(1) If you request a refund, we will assess the circumstances of the charge and strive to be fair. Subject to applicable consumer protection laws, we reserve the right to deduct an administrative fee from refunds.

(2) Monthly Members: Our maximum refund policy for monthly members is a total of three months.

(3) Annual Members: If you have an annual membership and request a refund more than one month after you were billed, we will prorate your refund and charge you only for the months your account was active, as allowed by the terms and conditions of your payment provider.

(4) If you started your subscription through a third-party app store (e.g., Apple's App Store or Google Play Store), there may be a different process for cancellation and refund. Please follow the instructions provided by the respective app store. For Apple App Store subscriptions, contact Apple. For Google Play subscriptions, contact Google Play.

(5) If you have questions or encounter issues related to cancellations, refunds, or payments, please visit our help center for further assistance.

If you have any specific questions about this document, need help understanding its contents, or require further information, please feel free to ask.