TERMS & CONDITIONS

TERMS & CONDITIONS

Ashana health llc

Last updated [August 23, 2019]

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

AGREEMENT TO TERMS

All of the features within this application (the “App”) and any information, material, content and services made available on or through this App are provided subject to the the terms and conditions set forth herein. Please read these terms carefully.

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Ashana Health LLC (“we,” “us” or “our”), concerning your access to and use of the Ashana Health App. We grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions in these Terms of Use.

You agree that by clicking on “Yes, I agree”, you have read, understood, and agree to be bound by all of these Terms and Conditions of Use and that your agreement to follow and be bound by these Terms and Conditions is Voluntary and is not the result of fraud, duress or undue influence exercised upon you by any person or entity. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS and CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APP AND YOU MUST DISCONTINUE USE IMMEDIATELY.

ELECTRONIC COMMUNICATIONS

Logging into the App, submitting information through the App, and sending e-mails to Ashana Health constitutes electronic communications. You consent to receive electronic communications in form of notifications, e-mails or text and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via e-mail and on the App, satisfy any legal requirement that such communications be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE APP. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

UNLAWFUL/PROHIBITED USE

As a condition of your use of the App, you warrant to Ashana Health that you will not use the App for any purpose that is unlawful or prohibited by these Terms. You may not use the App in any manner which could damage, disable, overburden, or impair the App or interfere with any other party’s use and enjoyment of the App. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the App.

As a user of the App, you agree not to:

Systematically retrieve data or other content from the App to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Make any unauthorized use of the App, including collecting usernames and/or e-mail addresses of users by electronic or other means for the purpose of sending unsolicited e-mail, or creating user accounts by automated means or under false pretenses.
Circumvent, disable, or otherwise interfere with security-related features of the App, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the App and/or the Content contained therein.
Trick, defraud, or mislead us and fellow users, especially in any attempt to learn sensitive account information such as user passwords.
Make improper use of our support services or submit false reports of abuse or misconduct.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Attempt to impersonate another user or person or use the username of another user.
Sell or otherwise transfer your profile.
Use any information obtained from the App in order to harass, abuse, or harm another person.
Use the App as part of any effort to compete with us or otherwise use the App and/or the Content for any revenue-generating endeavor or commercial enterprise.
Attempt to bypass any measures of the App designed to prevent or restrict access to the App, or any portion of the App.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the App to you.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the App or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the App.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the App.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the App is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the App (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the App “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use,

you shall not:

Decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App;
Make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App;
Violate any applicable laws, rules, or regulations in connection with your access or use of the App;
Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App;
Use the App for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
Make the App available over a network or other environment permitting access or use by multiple devices or users at the same time;
Use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App;
Use the App to send automated queries to any website or to send any unsolicited commercial e-mail; or
Use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App without our express prior written permission.

Provided that you are eligible to use the App, you are granted a limited license to access and use the App and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the App, Content and the Marks.

JURISDICTION/LAWS

The information provided on the App is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the App from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

TERMINATION/ACCESS RESTRICTION

By using the App, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you agree to comply with these Terms of Use and you possess the legal capacity to so agree; (4) you will not use the App for any illegal or unauthorized purpose; and (5) your use of the App will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the App (or any portion thereof).

You are required to register with the App. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive remedies.

AGE RESTRICTION

The App is intended for persons of all age groups. Persons under the age of eighteen (18) should ONLY use the App with parental/guardian discretion and under parental/guardian supervision. Persons under the age of thirteen (13) should not use the App without parental/guardian official consent after reading the Terms and Conditions.

GUIDELINES FOR FEEDBACK

We may provide you areas on the App to leave feedback or ratings. When posting a feedback, you must comply with the following criteria: (1) your feedback should not contain offensive profanity, or abusive, racist, offensive, incendiary, or hateful language; (2) your feedback should not contain discriminatory references based on religion, race, gender, gender identity, ethnicity, national origin, age, marital status, sexual orientation, socioeconomic status, or disability; (3) your feedback should not contain references to illegal activity; and (4) you should not be affiliated with competitors if posting negative feedback.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, your name and selected photo, or other information regarding or relating to use of the App (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment of or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY SERVICES

The Ashana App may display or permit linking or other access to or use of Third-Party content, websites, apps, services and resources (collectively “Third-Party Services”) that are not under Ashana’s control. This may include the opportunity for you to link your account, or data with Third-Party Services. We provide these links only as a convenience and are not responsible for the products, services, or other content that are available from Third-Party Services.

You are responsible for reading and understanding the terms and conditions and privacy policy that applies to your use of any Third-Party Services.

APPLICATION MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the App for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the App or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the App in a manner designed to protect our rights and property and to facilitate the proper functioning of the App.

USE THE ASHANA APPLICATION AT YOUR OWN RISK

The Ashana App is not intended to diagnose, treat, cure, or prevent any disease. Nothing contained in the Ashana App is or should be construed as medical advice for diagnosis or treatment, and the App should not be relied upon as a primary source for health or medical information. This App in no way suggests that you should disregard or delay obtaining medical advice from a licensed physician in the event that you have a medical condition or concern.

If you have a medical or heart condition, consult your doctor before using the Ashana Service, or engaging in an exercise program. If you experience a medical emergency, stop using the App and consult with a medical professional. If you engage in any exercise program you receive or learn about on your own or through the Ashana App, you agree that you do so at your own risk and are voluntarily participating in these activities.

The Ashana App may feature exercise videos which you choose or are recommended to you to follow. Ashana is in no way liable for any injuries which occur to you, others or property as a result of your following of any exercise videos in connection with the App.

DISCLAIMER

THE ASHANA APP AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Ashana Service or Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, timeliness, truthfulness, completeness, or reliability of the Service or any Content.

INDEMNITY

You will indemnify and hold harmless Ashana Health and its officers, directors, employees, affiliates, agents, licensors, and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any Third-Party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable attorneys’ fees, arising out of or in any way connected with (i) your access to or use of the Ashana App or its services or its features, (ii) your Content, (iii) your breach or alleged breach of any warranties made by you hereunder or your violation of any other provision of these Terms, or (iv) your violation of any law or the rights of a Third-Party. We reserve the right to assume control of the defense of any Third-Party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE APP, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. [NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO [THE LESSER OF] THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE [_________] MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING [OR] [$_________]. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

You agree that any dispute between you and Ashana Health arising out of or relating to these Terms of Service, (a “Dispute”) will be governed by the arbitration procedure outlined below.

Informal Dispute Resolution: We want to address your concerns without the need for a formal legal action. Before filing or otherwise initiating a legal claim against Ashana Health, you agree to try to resolve the underlying Dispute informally by contacting info@ashanahealth.com. We will try to resolve the Dispute informally by engaging in a dialogue with you through e-mail. If a Dispute is not resolved within 15 days after your e-mail submission, you or Ashana Health may proceed to formal resolution as set forth below.

We Both Agree To Arbitrate: You and Ashana Health agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate, set forth below.

Opt-out of Agreement to Arbitrate: You can decline this agreement to arbitrate by contacting info@ashanahealth.com within 30 days of first accepting these Terms of Service and stating that you (include your first and last name) decline this arbitration agreement.

Arbitration Procedures: The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the State within the United States where you live or work, in the State of New Jersey, or in any other location agreed upon by the parties.

Arbitration Fees: The AAA rules will govern payment of all arbitration fees. Ashana Health will pay all arbitration fees for claims less than $__. Ashana Health will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to Agreement to Arbitrate: Either you or Ashana Health may assert claims, if they qualify, in a court of competent jurisdiction situated within the State of New Jersey. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Ashana Health Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

No Class Actions: You may only resolve Disputes with Ashana Health on an individual basis, and you agree not to bring a claim as a plaintiff or otherwise join a claim as a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under this Agreement.

Judicial Forum for Disputes: Except as otherwise required by applicable law, in the event that the agreement to arbitrate is found not to apply to you or your claim, you and Ashana Health agree that any judicial proceeding will be brought in a court of competent jurisdiction in the State of New Jersey. Both you and Ashana Health consent to venue and personal jurisdiction in such court. We both agree to waive our right to a jury trial.

Limitation on Claims: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of this App must be filed within one (1) year after the accrual of such claim or after the cause of action arose, or else that claim or cause of action is waived, and will be barred forever.

CHANGE OF TERMS

We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms and Conditions and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the App after the date such revised Terms are posted.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy. By using the App, you agree to be bound by our Privacy Policy, which is incorporated fully into these Terms of Use. Please be advised the App is hosted in the United States. If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the App or Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

Further, in accordance with the U.S. Children’s Online Privacy Protection Act (“COPPA”), we will expressly ask for verifiable parental consent before accepting, requesting, or soliciting information from children under the age of 13 and if we receive any personal information from anyone under the age of 13 without the requisite and verifiable parental consent, we will delete that information from the App as quickly as is reasonably possible.

Further, any data which we collect through your use of the App which is subject to the Health Insurance Portability and Accountability Act of 1996, its implementing regulations (collectively “HIPPA”), and state laws, will be protected in full compliance with these laws. Any information that you submit to us that constitutes “Protected Health Information,” as defined by HIPPA, is subject to HIPPA and applicable state laws. The term “Protected Health Information” refers to individually identifiable health information about your past, present or future physical or mental health or condition, the provision of health care to you or the past, present or future, and payment for such care. If any information collected on this App constitutes PHI, then our Privacy Policy will apply.

GOVERNING LAW

These Terms of Use and your use of the App are governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the App constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the App. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.