Terms and Conditions

Introduction

Welcome to Sword Health! We offer a variety of virtual health and wellness services through a combination of technology, accessory devices, and Specialist support, as further described below, which are supported by websites, including, but not limited to, www.swordhealth.com, www.joinmind.com, and related sites, and the Sword and Mind mobile applications, (collectively, the “Sites”), as well as certain accessory devices and other technology and electronic means, such as video conferencing, chat, phone, and online events (the foregoing, collectively the “Services”).

By accessing or using the Services, you agree to be bound by these Terms and Conditions (the “Terms”), our Privacy Statement, our Consent for Telehealth Services, and our HIPAA Notice of Privacy Practices, and any additional optional consents you provide, each of which are incorporated herein by reference.

If you are using the Services and are a resident of the United Kingdom or European Union, click here (as these Terms do not apply to you).

To help you read these Terms, we have organized them into the following sections:

Our services
Communications
Intellectual property
Disclaimer, limitation of liability, your indemnity
Governing Law and Dispute Resolution
Notice for California Users
Miscellaneous
Contact information

Our services

Who Provides the Services

The Services are owned and provided by Sword Health Technologies, Inc., and its affiliates, including, but not limited to, Sword Health, Inc. (“Sword”).

Sword provides the Services through which you can access a variety of health and wellness programs for musculoskeletal support, pelvic health support, mental wellbeing, and other health and wellness programs provided by a professional (“Health Services”). Sword does not directly provide Health Services. Sword contracts with separate entities and individuals, including professional practices, to engage doctors of physical therapy, clinical psychologists (PhD or PsyD), and other appropriately trained and/or licensed professionals (the “Professional(s)”) to provide Health Services to you as part of the Services. Sword does not practice medicine and is independent from the Professionals who may provide Health Services to you.

All Professionals performing Health Services through the Services hold required professional licenses or credentials issued by the professional licensing boards or agencies in the states where they practice. Sword is not responsible for a Professional’s acts, omissions, or for the content of any communications made by a Professional through the Services, including without limitation any medical advice, course of treatment, or diagnosis. You can report a complaint relating to the care provided by a Professional by contacting the professional licensing board in the state where you primarily receive the Health Services. In a professional relationship, sexual intimacy is never appropriate and should be reported to the licensing board. You can find the contact information for the state professional licensing boards governing physical therapy on The Federation of State Boards of Physical Therapy website or the state professional licensing boards governing psychology care on the Association of State and Provincial Licensing Boards website.

As part of the Services, Sword may provide you with accessory devices. These accessories enable the Services to monitor and share with you and a Professional your progress in the Services. The accessory devices are licensed to you, and not sold, and provided solely for your use with the Services during the term of the Services. If you receive an accessory device that is defective, please contact us at help@swordhealth.com to receive a replacement. You may be asked to return the defective accessory device.

Who Can Use the Services

To use the Services, you must (1) register for an account, (2) be at least 18 years of age and be of legal age in your jurisdiction to form a binding contract or, if you are between the ages of 13 and 18, have your parent or legal guardian create an account on your behalf and sign an authorization for Services with the Professionals, (3) accept these Terms, (4) agree to receive telehealth services, and (5) meet certain physical and medical criteria. You may not create multiple accounts. By creating an account, you give Sword and the Professionals permission to provide Services to you. You may withdraw this consent at any time by no longer using the Services. Sword and the Professionals have the right to accept or reject any applicant for the Services, in their sole and complete discretion.

You acknowledge that as part of your use of the Services you may engage in physical exercises and movement and may use devices, such as the provided accessories, and, as with all such physical activity, there is an inherent risk of injury or complication with an existing condition. By using the Services, you are voluntarily participating in such physical activities and using such devices and knowingly and freely assuming all risks of injury, loss, or damage on account of these activities. While the Services are developed in accordance with generally accepted standards, results are not guaranteed. You may discuss the purposes and risks associated with all recommended activities under the Services with a Professional.

You may not be eligible to use all or some of the Services in the following situations: (A) if you suffer from a health condition (including, but not limited to cardiac, respiratory, neurological, or autoimmune issues) that is incompatible with moderate exercise or movement; (B) if you are experiencing progressive loss of strength or sensation in your arms or legs that is new in onset or sudden or an unexpected change in urinary or bowel function; (C) if you had a recent skeletal fracture; (D) if you recently (in the last four weeks) suffered a significant trauma in the area where you feel pain; (E) if you had musculoskeletal or pelvic surgery recently (i.e., less than 3 months prior to enrollment); (F) if you have signs of infection in the area of pain, for example, if the area is red and swollen or you are experiencing fever or chills; (G) if you have an active cancer or are undergoing treatment for cancer; (H) you have given birth within the last six weeks; (I) you experience unexplained pelvic or abdominal pain; (J) you experience persistent pain when inserting (even with water based lubricant) or using an accessory; (K) you have a medical condition affecting your pelvic health such as abnormal vaginal discharge, abnormal vaginal bleeding, severe pelvic organ prolapse, recent or recurring UTIs, or a genital fistula; (L) you are pregnant and experiencing complications that may impact use of the accessory, such as an incompetent cervix; (M) you have a history of skin or tissue sensitivity; (N) you have a history of sexual trauma or PTSD and find that using the accessory causes emotional or physical distress. In these cases, or if you are unsure whether or not you should the Services, we advise you to seek clearance from your own physician to engage in the Services.

In certain circumstances, to receive the Services, a physician, surgeon or other authorized clinician may need to examine you and approve your use of the Services. Depending on your location, this approval may need to happen before, or at a specific point during, your use of the Services.

Depending on your state of residence, you may need a medical referral to use the Services. If this is the case, then a medical referral may be obtained for you through a third-party physician group during your enrollment for the Services. During enrollment, you will be asked to agree to the third-party’s Terms of Use or other documents. Please read these documents carefully.

Subject to these Terms, Sword grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Services for your own personal use only and not for any business purpose or commercial activity.

Precautions

You acknowledge that the Services that are not provided by Professionals (“non-Professional Services) are intended for personal wellness only and do not constitute the provision of healthcare or medical advice. The non-Professional Services are for informational purposes only and cannot replace the services of physicians, psychologists, or other medical professionals. Using the non-Professional Services, including providing a personal wellness history, does not create a physician-patient, psychologist-patient, or physical therapist-patient relationship between you and Sword. Notwithstanding the foregoing, the Health Services provided by the Professionals are for health and wellness and, depending on the Health Service you enroll in, a physician-patient, psychologist-patient, or physical therapist-patient relationship between you and a Professional.

You should consult a physician licensed in your area in all matters relating to your health. Content provided as part of the Services is not medical advice, clinical advice, or an endorsement that a medication or treatment is safe, appropriate, or effective for you. Any content accessed through the Services, including content provided through third-party sites, is for informational purposes only, and is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. Do not ignore or delay obtaining professional medical advice because of information accessed through the Services. You agree that you will not make any health or medical related decision based in whole or in part on anything contained in the Services.

CALL YOUR LOCAL EMERGENCY SERVICES OR YOUR HEALTHCARE PROVIDER FOR ALL MEDICAL EMERGENCIES.

IF YOU ARE LOCATED IN THE UNITED STATES AND YOU ARE HAVING THOUGHTS OF SUICIDE OR SELF-HARM, PLEASE CALL OR TEXT 988, THE SUICIDE AND CRISIS LIFELINE.

IF YOU ARE LOCATED OUTSIDE OF THE UNITED STATES, PLEASE CONTACT YOUR LOCAL CRISIS OR EMERGENCY RESOURCES OR GO TO THE NEAREST EMERGENCY ROOM.

Emergency Contact Information

You agree that you may be asked to provide “Emergency Contact Information” (name and telephone number) for your personal contact and/or a close family member/relation to your Professional to be used in case of a mental health crisis or other emergency where knowledge of your location is crucial and you agree to obtain their consent before providing their Emergency Contact Information to your Professional.

If asked to provide Emergency Contact Information you agree that the truthfulness of the information you provide regarding your age, residence, and Emergency Contact Information is required for your continued use of the Services.

Payment for Use of the Services

When you use or enroll in the Services, you may be presented with various payment options.

Sword accepts credit and debit cards issued by U.S. or Canadian banks or digital wallets (e.g. Apple Pay or Google Pay) with a U.S. or Canada address associated with your applicable account (your “Payment Method”). You authorize and agree that the Payment Method you submit may be used automatically by Sword or its payment processors for any of your payment responsibilities. Sword may obtain pre-approval for your Payment Method for an amount up to the amount of the payment. You agree to allow Sword or its third-party payment processors to securely store your Payment Method. If you enroll to make recurring payments automatically, all charges and fees will be billed to the Payment Method you designate during the sign-up process. You understand and acknowledge that Services may be canceled or withheld if you revoke this authorization, and that you are still responsible for all charges incurred by you or are otherwise owed to Sword. This authorization will remain in full force and effect until revoked by you or Sword. If you want to designate a different Payment Method or if there is a change in your Payment Method or your Services subscription type, you must change your information under your account profile on the Site or by contacting help@swordhealth.com. Changes to your Payment Method or authorizations may temporarily delay your ability to make online payments on the Site or use the Services while we verify your new payment information.

You may cancel your Services to prevent future charges at any time before the cancellation cutoff date as indicated to you at the time you use or enroll in the Services. You can request instructions on how to cancel the services by emailing help@swordhealth.com. Service changes, including how to cancel the Services, may be made using your account profile on the Site or by contacting help@swordhealth.com.

Service fees do not include applicable taxes and other governmental charges for your jurisdiction (collectively, "Taxes"). You shall be responsible for payment of all Taxes applicable to your Services fees, other than any Taxes based on Sword's income.

You represent and warrant that if you are making online payments that (a) any credit card, debit card, or digital wallet information you supply is true, correct, and complete, (b) charges incurred by you will be honored by your credit card company, debit card company, or bank, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable Taxes, and (d) you are the person in whose name the Payment Method was issued and you are authorized to make a purchase or other transaction with the relevant Payment Method. If Sword is unable to secure funds from the Payment Method you provide for any reason, including insufficient funds in the Payment Method or insufficient or inaccurate information provided by you when submitting electronic payment, Sword may undertake further collection action, including application of fees to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from Sword with the Payment Method company, provided the transactions correspond to the terms indicated in these Terms.

In the event a Service is listed at an incorrect price due to typographical error, we shall have the right to refuse or cancel any order or request placed for the Services listed at the incorrect price. We shall have the right to refuse or cancel any such options whether or not the payment has been confirmed and your Payment Method charged. If your Payment Method has already been charged and your Service is canceled, we will promptly issue a credit to your Payment Method in the amount of the charge.

You or Sword Can Suspend or Terminate Your Use of the Services

You can cease using the Services and/or terminate your account at any time. Sword can also suspend or terminate your access to the Services for the reasons identified below or for no reason at all. To terminate your account, contact Sword at help@swordhealth.com and a team member will verify your identity and complete your request. Sword may suspend your use of the Services or terminate your account if you are determined to be no longer eligible to use the Services. Sword may also suspend or terminate your use of the Services for cause, including, but not limited to, a belief that your conduct or use of the Services: (1) fails to comply with these Terms; (2) breaches applicable laws; (3) is harmful to Sword or other users; or (4) is abusive, harassing, threatening, or otherwise inappropriate or illegal conduct. If your use of the Services is terminated, Sword will have no further obligation to provide you with access to the Services, except to the extent that Sword must provide you access to your health records, or the Professionals are required to provide you with continuing care under their professional obligations to you or otherwise required by law. You acknowledge that Sword has the right to monitor use of the Services to ensure compliance with the Terms.

Your Privacy When Using the Services

Sword will only use your information as described in our Privacy Statement, our HIPAA Notice of Privacy Practices and applicable law. The Privacy Statement and HIPAA Notice of Privacy Practices are incorporated into these Terms.

If you use the Services to enter and maintain your information, you understand that you are responsible for safeguarding and securing your devices and the associated credentials (such as user identifiers and passwords). If you leave your device unattended or if it is lost or stolen, your information may be accessible to others.

Promises You Make to Sword While Using the Services

When you register and use the Services, you agree to:

provide accurate and complete information that you own or have the right to use, and update such information if it changes over time;
use the Services only for your own personal use;
seek medical advice from a qualified professional before using the Services if you have a pre-existing medical condition that may impact your ability to use the Services;
comply with all applicable laws, regulations, and ordinances;
maintain the confidentiality and security of your username and password and immediately notify Sword of any unauthorized use of your password or account;
be fully responsible for all activities that occur on your account;
safeguard and maintain the security of any physical hardware (such as the tablet and sensors) provided to you;
not seek treatment from Sword for any active action related to an injury for which benefits can be recovered under any workers’ compensation, employer’s liability, or occupational disease law;
not export or re-export anything from the Services, except in compliance with applicable laws and regulations;
not copy, distribute, or share any aspect of the Services with a third party, except your healthcare provider(s) or legal agents, for any purpose;
not resell the Services or prepare derivative works from the Services, whether by manual or automated methods;
not circumvent, disable, breach, or otherwise interfere with security-related features of the Services, including by using bots, crawlers, spiders, data miners, scraping, or other tools;
not interfere with, disrupt, damage, or compromise the Services or the systems used to provide the Services, including by using viruses, denial-of-service attacks, packet injection, or by imposing an unreasonable load on the Services;
not attempt to decipher, decompile, disassemble, or reverse engineer any of the code or software used to provide the Services; and
not assist or permit any third party to do anything prohibited by these Terms.

Use of Artificial Intelligence as Part of the Services

As part of the Services, you may interact with a virtual assistant, text, visual or voice messages, and/or instructions or other content that are generated partially or entirely by computer software and algorithms that may employ machine learning or artificial intelligence (collectively, “AI”) functionality. Sword strives to employ AI functionality with the Services in a safe and compliant manner, using necessary testing and controls, with ongoing oversight. As with any technology, AI functionality may be susceptible to errors. The AI functionality processes your information in a manner consistent with our Privacy Statement and HIPAA Notice of Privacy Practices.

Changes to the Services

Sword is always striving to update, enhance, and improve the Services. As such, you acknowledge that Sword may change, modify, enhance, supplement, temporarily suspend, or terminate the Services, or any portion thereof, at any time in the operation of its business or in response to a legal or regulatory requirement (“Changes”). You acknowledge that Changes may occur without notice to you.

Communications

How We Communicate with You

As part of Sword providing the Services, and Sword Professionals and the Professionals providing Health Services to you, we need to communicate with you by sending appointment reminders, program information, service announcements, notices, administrative messages, or other communications (“Communications”).

You agree that we may send you Communications through electronic means including but not limited to: (1) by an email that you provide to Sword, (2) by text messages or short messaging service (“SMS”) to the mobile number you gave us during registration (“SMS Messages”), (3) by push notifications on your personal device, (4) through the Sites, and (5) direct mailers to the physical address provided to us by you or the sponsor of the Services for you. The delivery of any Communications from us is effective when sent by us, regardless of whether you read it. You are responsible for any internet or mobile charges that you may incur while using the Services, including data charges. If you are unsure what those charges may be, ask your service provider before using the Services. You can withdraw your consent to receive Communications by contacting Sword at help@swordhealth.com or on the user preference page.

When you provide your phone number to Sword, you are giving Sword consent to sending you Communications at the phone number you provided. SMS Messages frequency varies. You can stop receiving SMS Messages at any time by replying "STOP." We may send a reply to confirm that you have been unsubscribed. If you want to receive Communications from us again, send an email to help@swordhealth.com. For assistance, text “HELP” to us or contact us at help@swordhealth.com. Message and data rates may apply. Sword and your carriers are not liable for delayed or undelivered messages. If you have questions about your text or data plan, contact your carrier.

Privacy of Emails and SMS Messages

When you use Email and/or SMS Messages as a way to communicate with Sword, you acknowledge that such messages will be sent to the phone number or Email address you provided to Sword. Such messages may contain sensitive information about you and whoever has access to devices connected to your phone number or Email address will also be able to see this information. Additionally, you acknowledge that Emails and SMS Messages may not be a secure method of communication and that they may be sent through an unencrypted method of communication and that information contained in an unencrypted message is at risk of being intercepted and read by, or disclosed to, unauthorized third parties, such as your carrier or Email service provider’s internal systems. To learn more about our practices for collecting, storing, and processing the personal information of users of our Services in the United States, please visit our Privacy Statement and HIPAA Notice of Privacy Practices.

Intellectual property

The Services and their contents, features, and functionality (including but not limited to all information, software, devices, accessories, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by Sword, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other laws.

Except as expressly set forth in these Terms, (1) no licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Sword or its licensors and (2) you may not use or license the copyrights, trademarks, or patents without the express written permission of Sword, or the intellectual property owner, as applicable. All rights not expressly granted to you by these Terms are hereby reserved.

Physical Hardware

You agree that any physical devices or sensors provided to you as part of the Services, such as a tablet or motion sensors, are, and will remain, the property of Sword. Upon our request, you are responsible for returning to us all physical equipment provided to you by Sword. You are responsible for maintaining the security of any devices. If you lose any hardware we provided to you, you are fully responsible for any such lost device, including loss, breach, or misuse of any data contained on or within the hardware.

Feedback

We welcome and encourage feedback from our users. If you provide us with any comments, suggestions, ideas, or feedback about the Services in any form (“Feedback”), you agree that any such Feedback may be freely used, copied, modified, sold, distributed and otherwise exploited in any manner by Sword, in whole or in part, without consent, obligation, or compensation to you.

Third Party Sources

Sword does not recommend or endorse any websites, tests, physicians, or other health care providers, products, or procedures that may be referenced or discussed as part of the Services. The Services may include links to third party websites or resources (“Third-Party Sources”). In providing such links, Sword does not confirm, and is not responsible for, (1) the availability, terms, or privacy policies of such Third-Party Sources or (2) the content, products, or services available on or through such Third-Party Sources. We do not endorse, credential, or accredit any opinions, recommendations, or information included on Third-Party Sources. Your use of such Third-Party Sources is at your own risk. We do not accept and expressly disclaim any liability arising out of any Third-Party Sources or the content or materials contained therein.

Digital Millennium Copyright Act

To the extent that you are able to post content through our Services, such as through a message board, this paragraph applies to you. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the Sites infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Website, currently located at https://www.loc.gov/copyright. In accordance with the DMCA, Sword has designated an agent to receive notification of alleged copyright infringement in accordance with the DMCA. The address of the agent can be found at https://www.cscglobal.com/service/entity-solutions/registered-agent-services/service-of-process/sop-locations/. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to Sword via the methods described in the Contact Information section of these Terms.

We reserve the right to refuse to accept or refuse or cease to use any user generated content supplied by any person that we think contravenes these Terms or otherwise infringes the rights or privacy of anyone else.

Disclaimer, limitation of liability, your indemnity

Disclaimer

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, AND EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, (a) SWORD HEREBY DISCLAIMS ALL WARRANTIES REGARDING THESE THE SERVICES, EXPRESS OR IMPLIED, OR WHETHER ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) SWORD DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE PROVISION OF THE SERVICES WILL BE ERROR FREE OR THAT ERRORS WILL BE CORRECTED, AND (c) THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT THAT THE SERVICES INCLUDE THE PROVISION OF ACCESSORIES BY SWORD, SUCH DEVICES OR ACCESSORIES ARE PROVIDED WITHOUT ANY PASS-THROUGH OR THIRD-PARTY WARRANTY AND YOUR EXCLUSIVE REMEDY FOR A DEFECTIVE ACCESSORY SHALL BE THE REPLACEMENT OF SUCH DEVICE OR ACCESSORY AT SWORD’S DISCRETION.

Limitation of Liability

WE LIMIT OUR LIABILITY TO THE FULLEST EXTENT ALLOWED BY LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, (a) SWORD SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF THE PROFESSIONALS; (b) SWORD SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, HOWEVER CAUSED, ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES (INCLUDED ANY PROVIDED ACCESSORIES), CONTENT OR INFORMATION CONTAINED WITHIN THE SERVICES, OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (c) YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES, OR LINKED WEBSITES, IS TO STOP USING THE SERVICES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT LIABILITY CANNOT BE EXCLUDED OR LIMITED AS SET FORTH ABOVE, IN NO EVENT SHALL SWORD BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IN EXCESS OF $100.

Your Indemnity

You agree to defend, indemnify, and hold harmless Sword, its shareholders, officers, directors, employees, and Professionals, contractors, licensors, suppliers, representatives, successors and assigns from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity), fees, costs, and attorney’s fees of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use or misuse of the Services; (ii) your breach of these Terms or Privacy Statement; (iii) the content or subject matter of any information you provide to Sword; (iv) any negligent or wrongful act or omission by you in your use or misuse of the Services, including without limitation, infringement of intellectual property rights, privacy rights, or negligent or wrongful conduct; or (v) your fraud, violation of law, negligence, or willful misconduct. You agree to cooperate as reasonably required in the defense of any such claim. Sword reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification under this section and, in any event, you agree not to settle any such matter without the prior written consent of Sword.

Governing Law and Dispute Resolution

We work hard to keep our customers satisfied. If a dispute arises between you and Sword, our goal is to resolve the dispute. If you have any concern or dispute about the Services, you agree to first try to resolve the dispute informally by contacting us by the methods listed in the Contact Information section at the end of these Terms.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the state of Delaware, excluding its conflict of law rules.

Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. You and Sword and the Professionals agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. If any dispute, claim, or controversy between you and Sword and/or the Professionals (for the purpose of this section, collectively, “Sword”) is not resolved within 30 days after contacting us, then you agree to resolve it through final and binding arbitration, with the following three exceptions:

1. You may assert your dispute, if it qualifies, in small claims court.

2. Both you and Sword may bring a suit in court in the state of Delaware only for a claim of infringement or other misuse of intellectual property rights. In this case, we both waive any right to a jury trial.

3. If it qualifies, you may bring a claim to the attention of a relevant federal, state, or local agency that may seek relief against us on your behalf.

Arbitration Rules

Arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, has exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, the Privacy Statement, or the Notice of Privacy Practices, including but not limited to any claim that all or any part of these documents is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator can grant whatever relief would be available in a court under law or in equity. The arbitrator’s award must be written, will be binding on the parties, and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, go to http://www.jamsadr.com/ and follow the instructions for creating a Demand for Arbitration online, which will include sending a copy to Sword Health, Inc., Attn: Legal Department, 915 Broadway, Suite 1109 New York, NY 10010 and legal@swordhealth.com. Arbitration may take place in the county where you reside at the time of filing. You and Sword further agree to submit to the personal jurisdiction of any federal or state court in Dover, Delaware in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Arbitration Fees

You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, Sword will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules or applicable law provide otherwise.

No Class Actions

You and Sword each agree that each party may only resolve disputes with the other on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable or that an arbitration can proceed on a class basis, then Sword may determine to not arbitrate.

Changes to This Section

Sword will provide thirty (30) days’ notice of any changes affecting the substance of this section “Arbitration and Class Action Waiver” by posting notice of modifications to the Terms on the Services, sending you a message, notifying you when you are logged into your account, on the Sites, or other Communications. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you.

Survival of Provisions

This Dispute Resolution section survives any termination of your account or the Services.

NOTICE FOR CALIFORNIA USERS

The California Board of Psychologists receives and responds to complaints regarding services provided by licensed psychologists. You may contact the board online at https://www.psychology.ca.gov, or by calling 866-503-3221.

Miscellaneous

Changes to the Terms or Services

Sword may notify you within the Services, via authorized SMS or text messages, authorized email, or physical mail to inform you of any material changes to the Services or these Terms. Sword will use reasonable efforts to provide such notice thirty (30) days prior to the changes becoming effective. You agree that contact in any of these ways will satisfy any legal requirements, including that communication be in writing. Changes to the Terms will be effective immediately except for any changes to the Arbitration and Class Action Waiver section of these Terms. You further agree that continued use of the Services constitutes your agreement to the modified Terms and/or changes to the Services. Features and specifications of products or services described or depicted as part of the Services are subject to change at any time without prior notice.

Use of Your Device and the Internet to Access the Services

Except for physical equipment and devices provided to you by Sword, you are responsible for the software, hardware, or other equipment necessary to access the Services, including but not limited to obtaining internet services through a provider of your choice at your own expense, installing and maintaining security software, and utilizing updated web browsers (the “Network”). You have made your own decision to use the Services and, in doing so, you acknowledge that the security, availability, and other risks inherent in using the internet and the Network to access the Services are acceptable to you. Sword is not responsible for the security or availability of the Network or the internet or any problems you may have relating to the delay, failure, interruption, or corruption of any data or information transmitted in connection with your use of the Services.

Severability, No Waiver, and Course of Conduct

Except as explicitly provided herein, the unenforceability of any clause in these Terms will not affect the enforceability of the remaining Terms. We may replace any unenforceable clause with one that is enforceable. Our failure to enforce any provision does not constitute a waiver. Neither the course of conduct between the parties nor trade practice will modify any provision of these Terms.

Force Majeure

Sword will not be deemed to be in breach or liable for any breach of these Terms due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, an epidemic or pandemic, terrorism, war, invasion, failure of public networks, natural disaster, civil disorder, strikes, embargoes, or other disaster.

Third Party Rights, Assignment, Acquisition, and Relationship

The legal provisions in these Terms are for the benefit of Sword and third-party providers of data, software, and content. Each of these individuals or entities has the right to assert and enforce these provisions directly against you on its own behalf. Sword may assign our rights and duties under these Terms to any party at any time without notice to you or your approval. Nothing in these Terms creates an agency, partnership, or joint venture.

Export Compliance

You will not directly or indirectly export or re-export the Services, or any technical information related thereto, to any destination or person prohibited or restricted by applicable law, including, without limitation, all applicable U.S. export control laws and regulations.

Entire Agreement

Insofar as permitted by law, and if you have not signed a separate agreement with Sword, these Terms, including all documents incorporated herein by reference, state the entire agreement between you and Sword and between you and the Professionals.

Contact information

Sword Health, Inc.
Attn: Legal Department

169 Madison Ave. Suite 15501

New York, NY 10016

209-512-4634

Please send any questions, support requests or reports of violations of these Terms to help@swordhealth.com.