Terms and Conditions

Introduction

Welcome to Sword Health! We offer wellness and physical therapy services by virtually connecting our users to doctors of physical therapy or other professionals. We do this through our websites, including, but not limited to, www.swordhealth.com, www.hibloom.com, and their related sites, the Sword or Bloom mobile applications, (the “Sites”), the Sword Health Digital TherapistⓇ, the Bloom Pod, Sword or Bloom motion sensors, biofeedback technology, exercise monitoring equipment, and other electronic means such as video conferencing, chat, phone, and online events (together, the “Services”). The Services are owned by Sword Health, Inc. and its affiliates (“Sword”).

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 Notice of Privacy Practices, and any additional optional consents you provide, each of which are incorporated herein by reference.

If you are accessing the Services from 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

Who Provides the Services

Sword provides the Services through which you can access telehealth, musculoskeletal care, pelvic health care, and other wellness services provided by a professional ("Clinical Services"). Sword Health, Inc. does not provide Clinical Services. Sword Health, Inc.contracts with separate entities, including but not limited to Sword Health Care Providers, P.A., Sword Health Care Providers of NJ, P.C., Sword Health Care Physical Therapy Providers of CA, P.C., other professional practices, companies and individuals (the “Sword Professionals”) to engage independent doctors of physical therapy and other professionals (each a “Professional” or together, the “Professionals”) to provide Clinical Services to you. Sword Health, Inc. does not practice medicine, provide physical therapy, or provide Clinical Services and is independent from Sword Professionals and the Professionals who provide Clinical Services to you.

All Professionals performing Clinical Services through the Services hold any required professional licenses 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 care. 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. Using the Services, including providing a personal medical history, does not create a physician-patient or physical therapist-patient relationship between you and Sword.

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, (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 seeking care from Sword Professionals through the Services, you give permission to the Professionals to provide Clinical Services to you. You may withdraw this consent at any time by no longer using the Services. Sword, Sword Professionals, and the Professionals each have the right to accept or reject any applicant for the Services, each in its sole and complete discretion.

You acknowledge that as part of your treatment you will engage in physical exercises and use exercise equipment and, as with all such physical activity, there is an inherent risk of injury or complication to any existing conditions. By using the Services, you are voluntarily participating in these physical activities 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 accepted clinical practice guidelines, results are not guaranteed. You may discuss the purposes and risks associated with all recommended treatment procedures and activities with the Professionals.

You may not be eligible to receive the Services in the following situations: (a) if you suffer from a health condition (including, but not limited to cardiac, respiratory, neurological, or autoimmune) that is incompatible with at least twenty minutes of moderate exercise; (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 fracture; (d) if you recently (in the last four weeks) suffered significant trauma in the area where you feel pain and cannot move the affected body area; (e) if you had musculoskeletal 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; and (g) if you have an active cancer or are undergoing treatment for cancer. In these cases, we advise you to seek clearance from a physician to engage in at least twenty minutes of unsupervised light to moderate exercise before applying to enroll in Sword. You may not be eligible to use the Services for pelvic health care if: (1) you have given birth within the last six weeks; (2) you experience persistent pain when inserting or using the Bloom Sensor, even with water-based lubricant; (3) you have a medical condition affecting your pelvic health such as abnormal vaginal discharge, pelvic organ prolapse, or a genital fistula; or (4) you are pregnant and experiencing complications that may impact use of the Bloom Sensor, such as an incompetent cervix. In these cases and if you are unsure whether or not you should use Bloom, we advise you to seek clearance from a physician before applying to enroll in Bloom.

In certain circumstances, in order 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. Please read this document 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.

Your Privacy When Using the Services

Sword will only use your information as permitted by our [Privacy Statement] (https://swordhealth.com/legal/privacy-statement), our Notice of Privacy Practices, and applicable law. In addition, when you enroll in the Services, Sword is acting as a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act (HIPAA) and our Notice of Privacy Practices applies. If you have any questions regarding privacy and security, please read our Privacy Statement and our Notice of Privacy Practices in addition to these Terms.

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

Site Content is Not Medical Advice

Content provided as part of the Services is not medical advice. In addition, content provided by the Professionals is not physical therapy or clinical advice or an endorsement, representation or warranty that a medication or treatment is safe, appropriate, or effective for you. You should consult a physician licensed in your state in all matters relating to your health. 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 9-1-1 or your doctor for all medical emergencies.

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;
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 an injury for which benefits can be recovered under any workers’ compensation, employer’s liability, or occupational disease law;
not seek payment for the Services from any federal or state healthcare program such as Medicare or Medicaid;
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, 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, Sites 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.

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

You or Sword can terminate your account. Sword can also suspend or terminate your access to the Services. 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 or terminate your use of the Services for any reason at any time including, but not limited to, a belief that your conduct or use of the Services: (1) fails to comply with these Terms; (2) violates applicable laws; (3) is harmful to Sword, Sword Professionals, the Professionals, or our clients or other users; or (4) is abusive, harassing, threatening, or otherwise inappropriate or illegal conduct. Sword may limit, modify, suspend, or terminate the Services, as it deems appropriate or in response to a legal or regulatory change. 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.

Communications

How We Communicate with You

As part of Sword providing the Services, and Sword Professionals and the Professionals providing Clinical 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 Sword Health Digital Therapist, and (5) by posting Communications on the Sites. 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 our Services. You can withdraw your consent to receive Communications by contacting us at help@swordhealth.com or on the user preference page.

When you provide your phone number to Sword and opt-in to SMS messages, you are giving consent to us texting you with Communications at the phone number you provided. When you provide your phone number to Sword and opt-in to calls, you expressly consent to us calling you with Communications at the phone number you provided. SMS Messages frequency varies. You can stop receiving SMS Messages at any time by replying "STOP." We will send a reply to confirm that you have been unsubscribed. If you want to receive SMS messages from us again, send an email to needhelp@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 elect 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 include Protected Health Information (“PHI”) 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

Intellectual property

The Services and their contents, features, and functionality (including but not limited to all information, software, 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. If you cease receiving Services, or upon our request, you are responsible for returning all physical equipment provided by us to us. 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. You agree that all comments, suggestions, ideas, or feedback you provide us about the Services (“Feedback”) will be the sole and exclusive property of Sword, and without limiting the foregoing, Sword may freely use, copy, make, sell, reproduce, or modify Feedback in any manner 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 warrant or guarantee, 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 material contained on Third Party Sources.

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. 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.

Disclaimer of warranties, limitation of liability, your indemnity, and governing law

Disclaimer of Warranties

We provide the Services to you on an “as-is” and “as available” basis. To the maximum extent permitted by law, Sword, Sword PROFESSIONALS, AND PROFESSIONALS DISCLAIM ALL WARRANTIES OF ANY KIND, whether express or implied, including, but not limited to any warranties of merchantability, fitness for a particular use or purpose, non-infringement, title, operability, condition, quiet enjoyment, value, accuracy of data, and system integration.

Limitation of Liability

WE LIMIT OUR LIABILITY TO THE FULLEST EXTENT ALLOWED BY LAW. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL Sword, Sword PROFESSIONALS, OR PROFESSIONALS BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, DIRECT, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER Sword, Sword PROFESSIONALS, PROFESSIONALS, NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES IS LIABLE FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION ON THE SERVICES. IN NO EVENT WILL Sword, Sword PROFESSIONALS, OR PROFESSIONALS BE LIABLE FOR ANY DAMAGES CAUSED BY YOUR, OR ANY THIRD PARTY’S, ACTS OR OMISSIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU. THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.

Your Indemnity

You agree to indemnify, defend, and hold harmless Sword, Sword Professionals, the Professionals, our shareholders, affiliates, officers, directors, managers, employees, or customers from and against any claims, actions, demands, liabilities, and settlements including, without limitation, reasonable legal and accounting fees and other expenses, that arise directly or indirectly out of or from (1) your violation of these Terms, (2) your activities in connection with use of the Services, and (3) your receipt of Clinical Services from a Professional through the Services. 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

If you access the Services in the United States, the laws of the State of Utah and as applicable, those of the United States of America, govern these Terms and the use of the Services. All claims not subject to arbitration and brought in the United States will be subject to the jurisdiction of the courts of the State of Utah.

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 or by sending an email to help@swordhealth.com.

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, Sword Professionals, 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, the Sword Professionals, 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:

You may assert your dispute, if it qualifies, in small claims court.
Both you and Sword may bring a suit in court in the state of Utah 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.
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 www.jamsadr.com and follow the instructions for creating a Demand for Arbitration online, which will include sending a copy to: Sword Legal Department, Sword Health, Inc., Attn: Legal Department, 13937 Sprague Lane, Suite 100, Draper, UT 84020 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 Salt Lake County, Utah 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.

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, 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.

Miscellaneous

Changes to the Terms or Services

Sword may contact you within the Services, via SMS Messages, email, or physical mail to inform you of changes to the Services or these Terms. 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 with the exception of 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. 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

With the exception of physical hardware provided to you by Sword, you are responsible for the software, hardware, or other equipment necessary to access the Services (the “Network”), 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. 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 indemnification and other 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 this agreement creates an agency, partnership, or joint venture.

Export Compliance

You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals List. The Services may not be downloaded or otherwise exported or re-exported: (1) into (or to a national or resident of) any country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a “terrorist supporting” country; or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Services, you agree to the foregoing and represent and warrant that you: (a) are not located in, under the control of, or a national or resident of any such country or on any such list; (b) are not listed on any U.S. Government list of prohibited or restricted parties; and (c) agree to comply with all export laws and other applicable laws.

Entire Agreement

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, between you and Sword Professionals, and between you and the Professionals.

Contact information

Sword Health, Inc. Attn: Legal Department 13937 Sprague Lane, Suite 100 Draper, UT 84020 385-308-8034

Please send any questions or report any violations of these Terms to legal@swordhealth.com.