Effective Date: October 1, 2022

Welcome to Partum Health!  Partum Health is offered by Partum Health, Inc. (“Partum Health”, “we,” “us” or “our”), a Delaware corporation with offices at principal place of business at 1931 W Belmont Ave #3E, Chicago, Illinois 60657.  We hope that Partum Health will offer you a wonderful experience. Before using any of the services available through Partum Health, you need to read and agree to these Terms of Service (“Terms”). Please read the Terms carefully and print a copy for your records.

These Terms are entered into by and between you and Partum Health, and these Terms govern your access to and use of Partum Health, including any content, functionality, services or products offered on, through or in connection with partumhealth.com (the “Site”) or Partum Health’s mobile application (the “App”) (the collectively, the "Services").

BY CLICKING THE “I AGREE” BUTTON DURING THE ACCOUNT REGISTRATION PROCESS OR USING OTHER ACCEPTANCE METHODS PROVIDED BY OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. ADDITIONALLY, WHEN GENERALLY ACCESSING THE SERVICES, YOUR USE AND CONTINUED ACCESS OF THE SERVICES SIGNIFIES YOUR ACCEPTANCE TO THESE TERMS.  IF YOU ARE UNWILLING TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE SERVICES OR CREATE AN ACCOUNT.

THE SERVICES ARE NOT INTENDED TO BE USED FOR OR TO COMMUNICATE ANY URGENT OR EMERGENT HEALTHCARE NEEDS.  IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE DIAL 911.

ARBITRATION NOTICE: (This may not apply to you if applicable law prohibits it.) PLEASE BE AWARE THAT THE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND PARTUM HEALTH HAVE AGAINST EACH OTHER ARE RESOLVED AND LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS THAT YOU HAVE AGAINST PARTUM HEALTH TO BINDING AND FINAL ARBITRATION. TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE WITH THESE TERMS: (i) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST PARTUM HEALTH ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (ii) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION PROVISIONS SET FORTH IN THESE TERMS COULD AFFECT YOUR RIGHT TO PARTICIPATE IN CLASS ACTION LITIGATION. PLEASE SEE THE SECTION TITLED “INDEPENDENT ARBITRATION AGREEMENT” FOR MORE INFORMATION REGARDING THESE ARBITRATION PROVISIONS, INCLUDING HOW TO OPT OUT OF ARBITRATION.

Changes to Services and Terms

The Effective Date of these Terms is set forth at the top of this webpage. We may change the Services or these Terms from time to time in our discretion. Changes to the Terms will be posted to this webpage. To the fullest extent permitted by law, any posted changes will be binding on you upon their posting. We encourage you to return to this webpage frequently so that you are aware of our current Terms. Your continued use of any of the Services after the Effective Date constitutes your acceptance of the amended Terms. The amended Terms supersede all previous versions.

Partum Health may, in its sole discretion, and at any time, discontinue the Services or any part thereof, with or without notice, or may prevent your use of this Services with or without notice to you. 

THE SITE AND APP PROVIDE GENERAL HEALTH AND WELLNESS INFORMATION AND A MEANS TO INTERACT WITH PRACTITIONERS AND RECEIVE CERTAIN HEALTH AND WELLNESS SERVICES FROM SUCH PRACTITIONERS. PARTUM HEALTH, ITSELF, DOES NOT PROVIDE MEDICAL OR HEALTH ADVICE, CARE, DIAGNOSIS OR TREATMENT. NONE OF THE CONTENT SHOULD BE CONSIDERED MEDICAL ADVICE OR AN ENDORSEMENT, REPRESENTATION OR WARRANTY THAT ANY PARTICULAR MEDICATION OR TREATMENT IS SAFE, APPROPRIATE OR EFFECTIVE FOR YOU.

Partum Health Services 

Partum Health is not a healthcare provider nor does it practice medicine or pharmacy. By using the Services, you are not entering into a healthcare provider-patient relationship with Partum Health.  Partum Health offers education, personal healthcare navigation services, access to general information on healthcare and other general content pertaining to health and wellness topics, communication services from health and wellness educators, and convenient and coordinated in-person and virtual access to clinical professionals (“Practitioners”) who care for soon-to-be and new mothers during their pregnancy and post-partum experiences.

All clinical healthcare services are provided by Practitioners who are employed or engaged by Partum Health Service Corporation (the “Practice”).  The Practice and all Practitioners are third party service providers. Partum Health does not control, supervise or interfere with the practices of such third parties. Partum Health only coordinates and facilitates connections between individuals and such Practitioners including providing a telehealth platform to facilitate virtual visits and processing payment for the Practitioner’s services. We are not responsible for any acts or omissions of, or recommendations provided by, such Practitioners. The Practice and such Practitioners are solely responsible for their provision of healthcare services to you. 

Privacy

By using the Services and providing personal information directly to Partum Health, you consent to our processing your personal information consistent with our Privacy Policy. Please review the Privacy Policy for a description of how we may collect and use your personal information. The Privacy Policy is hereby incorporated into these Terms by reference and constitutes a part of these Terms.

You may also provide certain health or medical information to Practitioners in the Practice.  The Practice is a “covered entity” under the Health Insurance Portability and Accountability Act (“HIPAA”).  The Practice and Practitioners (who are separate from Partum Health) will protect your health or medical information in accordance with the Practice’s Notice of Privacy Practices.  If the Practice provides your health or medical information to Partum Health in connection with services provided to you, Partum Health will protect that information in accordance with HIPAA and its agreement with the Practice.  

Eligibility

The Services are intended for use only by persons who are at least 13 years of age; provided that, for an individual who is between the age of 13 and 18, a parent or legal guardian accepts these Terms on his or her behalf and/or contracts with Partum Health for the Services on his or her behalf. If you are under 13 years of age, do not use or access the Services at any time or in any manner. By using the Services, you affirm that you are over the age of 13. 

Please note that certain features of the Services may only be available in certain states in the United States (see listing on the Site). If you are located outside of these states, Partum Health will be unable to provider certain services. 

Non-discrimination

Partum Health complies with applicable Federal civil rights laws and does not discriminate on the basis of race, color, national origin, disability, sex/gender, gender identity/expression, sexual orientation or marital status. 

Account Registration 

To access most features of the Services, you must create an account. When creating an account, you agree to provide Partum Health with accurate, truthful, complete, and updated information. Failure to do so shall constitute a breach of these Terms of Use, which may result in suspension or cancelation of the Services, your account and/or your denial from events or features. We, in our sole discretion, reserve the right to refuse, suspend or cancel an account.  

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services using your username, password or other security information. You are solely liable for all transactions or activities carried out using your username, password or other security information and any claims, damages, losses, costs or other liabilities resulting from or caused by any failure to keep your username, password or other security information confidential, whether such failure occurs with or without your knowledge or consent. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you believe that your account is no longer secure, then you must immediately notify us at support@Partum.com.

To the fullest extent permitted by applicable law, we reserve the right to take any action that we deem necessary to ensure the security of the Services including, without limitation, deactivating your password, terminating your account, or requesting additional information to authenticate your account. 

Service Access and Limitation

Subject to the use restrictions set forth below, these Terms grant you a limited, non-exclusive right to access and make personal use of the Services, subject to these Terms. The Services, and any part thereof may not be reproduced, copied, framed or otherwise exploited for any commercial purpose without the express prior written consent of Partum Health and/or its licensors.

You may not:

1. Modify, disassemble, decompile or reverse engineer the Services except to the extent that such restriction is expressly prohibited by law.
2. Rent, lease, loan, resell, sublicense, distribute or otherwise transfer your access to the Services to any third party.
3. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services or features that enforce limitations on use of the Services.
4. Modify copies of any materials from the Services.
5. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
6. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.

Use Restrictions

You agree not to use the Services to:

• Register for more than one account or register or operate an account on behalf of another person unless you are such person’s personal representative or legal guardian;
• Impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with or authority to act on behalf of any person or entity;
• Upload, post, transmit, share, store, or otherwise make publicly available through the Services any material that contains private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers;
• Upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Services; 
• Transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• Use any automated means to access the Services, or collect any information from Services (including, without limitation, robots, spiders, scripts, or other automatic devices or programs);
• Frame the Services in any manner, utilize framing techniques to enclose any content or other proprietary information, place pop-up windows over any of the Sites’ pages, or otherwise affect the display of any pages on the Site;
• Engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
• Use the Services in any manner that could disable, overburden, damage, or impair the Services, or otherwise interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services; 
• Engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Partum Health or users of the Services, or expose them to liability; or
• Access, use or monitor our Services for benchmarking or any direct competitive purposes.

Additionally, you agree not to:

• Use any device, software, or routine that interferes with the proper working of the Services;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services;
• Attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or
• Otherwise attempt to interfere with the proper working of the Services.

We may terminate or disable your access to any or all of the Services for any reason, with or without cause, including if we believe that you have violated or acted inconsistently with these Terms. 

Partum Health Content

The Services and the information, files, documents, text, photographs, images, audio, and video contained in the therein, including any material made available for download by us, whether through the Site, App or otherwise (collectively, the “Content”) are the property of us or our licensors, as applicable. The Services and Content are protected by United States and international copyright and trademark laws. The Content may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by us. All rights not expressly granted herein are reserved to us and our licensors.

Partum Health’s company name, the Partum Health logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Partum Health or its affiliates or licensors. You must not use such marks without the prior written permission of Partum Health. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

Feedback

We welcome your feedback regarding Partum Health and its Services. If, however, you provide us with any comments, notes, reviews, ideas, feedback or suggestions regarding the Services (collectively, “Feedback”), you hereby assign to Partum Health all rights in the Feedback and agree that Partum Health shall have the right to use such Feedback and related information in any manner it deems appropriate. Partum Health will treat any Feedback you provide to Partum Health as non-confidential and non-proprietary. You agree that you will not submit to Partum Health any Feedback that contains your confidential health information or confidential health information of any third party, nor will you submit any information that you do not have the rights or permission to submit.

Links to Third Party Sites

As you view or use the Services, you may find or receive hyperlinks to sites not maintained by or related to Partum Health. Hyperlinks are provided as a service to users and are not sponsored by or affiliated with the Services or Partum Health, and Partum Health does not endorse and makes no representations or warranties about the content, completeness or accuracy of those third-party sites. Information you submit at a third-party site accessible from this site is subject to the terms of that site’s privacy policy, and Partum Health has no control over how your information is collected, used or otherwise handled.

Third-Party Interactions

In addition to connecting you with Practitioners in the Practice, Partum Health may also make available information about other third party service providers that are not affiliated with Partum Health but provide services that may be of interest to Partum Health users  (“Unaffiliated Third Parties”).  Your interactions with Unaffiliated Third Parties, including, but not limited to, payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Unaffiliated Third Parties. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any Unaffiliated Third Party. You agree that Partum Health shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between you and any Unaffiliated Third Party, you understand and agree that Partum Health is under no obligation to become involved.

Fees 

You understand and agree that you are responsible for all charges for the Services rendered to you by Practitioners in the Practice.  Partum Health will use commercially reasonable efforts to notify you in the advance whether the Services are covered under your health insurance plan or are not covered and therefore self-pay.  If Partum Health reasonably believes that the Services are covered and the Practice is in-network with your health insurer, the Practice will submit a claim for reimbursement.  Such submission is not a guarantee of coverage and you agree to pay the full charge for the Services in the event of a denial from your insurance company.  If the Practice is out of network with your health insurer, the Practice will not submit a claim for reimbursement, and you will be responsible for the full charge.  In all cases, you agree to pay all applicable co-payments, deductibles, patient responsibility or self-pay amounts for Services. For those Services that are self-pay only, you will receive an estimate of the charges and will only receive such Services after Partum Health secures your agreement to the charges and the required deposit. 

All payments for which you are responsible are due within three (3) days from receipt of invoice. If you have an outstanding balance for more than ninety (90) days, you may incur a late payment fee of $20.00 and your account may be referred to an outside collection agency or attorney. If you are referred to an outside collection agency for collections, you agree to pay a collection fee of 35% of the balance owed, or whatever amount is permitted by applicable state law, in addition to the balance owed. If you are referred to an attorney for collections, you agree to pay all attorneys’ fees and related costs, including court costs, in addition to the balance owed. In addition, failure to pay for Services in a timely manner may result in termination of Services.  

Payments made via the Service 

Except as otherwise provided herein, all prices, discounts, and promotions posted on or through the Services are subject to change without notice. The price charged for Services will be the price in effect at the time the order is placed and will be set out in your order confirmation.  Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling unless otherwise specified. All such taxes and charges will be added to your total. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. To the fullest extent permitted by applicable law, we reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Financial transactions including credit card, debit card and other monetary transactions on or through the Services are facilitated by the payment processing application of our designated third-party online payment processing vendors Healthie, Square and Stripe. Additional information about Healthie, Square and Stripe, their privacy policy and its information security measures are available at https://www.gethealthie.com/privacy, https://squareup.com/us/en/legal/general/privacy and https://stripe.com/privacy. You agree that you will only use valid payment methods when placing an order and you represent and warrant that you are authorized to use your designated payment method. Partum Health does not control and is not responsible for Healthie, Square and Stripe’s information processing practices, nor is Partum Health responsible for any fees or charges that your bank or payment card issuer may apply to any purchase.  As a condition of the payment processing services through Healthie, Square and Stripe, you authorize Partum Health to share transaction information related to your use of the Services with Healthie, Square and Stripe.

Suspension and Termination

If you breach any provision of these Terms or our Privacy Policy, you may no longer use the Services. If these Terms or your permission to use the Services is terminated by us for any reason, the agreement formed by your acceptance of these Terms will nevertheless continue to apply and be binding upon you in respect of your prior use of the Services and anything relating to or arising from such use. If you are dissatisfied with the Services or with these Terms or Privacy Policy, then your sole and exclusive remedy is to discontinue using the Services. 

App Stores

You acknowledge and agree that the availability of the App if and when one is available, is dependent on the third party from whom you received the App, such as the Android PlayStore or Apple App Store (each, an “App Store”). You acknowledge that this Agreement is between you and Partum Health and not with the respective App Store. Each respective App Store may have its own terms and conditions to which you must agree before downloading the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable terms and conditions of the applicable App Store. 

Software Upgrades

You acknowledge that we or our service providers may from time to time issue upgraded versions of the Services and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that the terms and conditions of this Agreement will apply to all such upgrades. You agree that Partum Health will not be liable to you for any such modifications.

Disclaimer and Limitations of Liability

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SAFE TO DOWNLOAD, TIMELY, SECURE, ACCURATE, COMPLETE, ADEQUATE, USEFUL, RELIABLE OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. THE SERVICES ARE PROVIDED BY PARTUM HEALTH AND APPLICABLE THIRD PARTIES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF PARTUM HEALTH, ITS LICENSORS AND APPLICABLE THIRD PARTIES MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS, LEGAL OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR FITNESS FOR PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE OR ANY INFORMATION, CONTENT, PRODUCT OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SERVICES. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL PARTUM HEALTH, ITS LICENSORS OR APPLICABLE THIRD PARTIES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL LOSSES OR DAMAGES OF WHATSOEVER KIND ARISING OUT OF ACCESS TO OR USE OF THE SITE, APP, SERVICES, PRODUCTS, OR ANY INFORMATION, CONTENT OR MATERIALS INCLUDED ON, OR AVAILABLE THROUGH, THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF PARTUM HEALTH HAS BEEN ADVISED OF, OR SHOULD HAVE KNOWN, THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE REMEDY FOR DISSATISFACTION WITH (1) THE SERVICES, (2) CONTENT, (3) INFORMATION CONTAINED IN, OR AVAILABLE THROUGH, THE SERVICES, (4) ANY LINKED SITE, OR (5) ANY PRODUCT IS TO STOP USING THE SERVICES AND/OR THOSE PRODUCTS. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, PARTUM HEALTH, ITS LICENSORS AND THE APPLICABLE THIRD PARTY’S MAXIMUM LIABILITY TO YOU WITH RESPECT TO YOUR USE OF THE SERVICES AND ANY PRODUCTS PURCHASED BY YOU THROUGH THE SERVICES IS THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED THREE HUNDRED DOLLARS ($300.00). THE FOREGOING LIMITATIONS APPLY EVEN IF THE REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. 

Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless us and our affiliates, and our respective officers, directors, employees, agents and representatives from and against all losses, expenses, damages, and costs, including reasonable attorney fees, resulting from any violation by you of these Terms or from our termination of your access to or use of the Services. Such termination will not affect either party’s rights or obligations, which accrued before the termination.

Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. Where applicable, we will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Site or App infringe your copyright, you may request removal of those materials (or access thereto) from the Site or App by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site or App, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated Copyright Agent to receive DMCA Notices is: support@partumhealth.com.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Site or App is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

INDEPENDENT ARBITRATION AGREEMENT

This provision may not apply to you if it is prohibited by the law of your jurisdiction of residence.

To the extent permitted by applicable law, in consideration and as a condition of your use of the Services, you and Partum Health (collectively, “the parties”) agree as follows (the “Arbitration Agreement”):

Applicability; Exclusions; Court and Jury Trial Waiver 

The parties agree that any and all covered disputes (as defined below) that either party has the legal right to sue for in court, whether now or in the future, shall be subject to final and binding arbitration under the arbitration provisions set forth below. This means that the parties have selected arbitration as the sole and exclusive forum for the parties to sue or be sued in for all covered disputes, regardless of when the dispute first arose or arises and irrespective of the time period(s) involved in the dispute. The term “covered disputes” means all disputes and claims between the parties, including, but not limited to, any disputes or claims: arising out of or relating to these Terms or the Services; relating to the relationship between the parties; arising under the California Consumer Privacy Act (“CCPA”) or any other state, federal, or international law(s) of similar import, and all other claims or disputes under federal, state, and local statutes and laws, municipal ordinances, executive orders, contract, tort, public policy, or common law (judge-made law). 

The parties intend to require arbitration of all covered disputes that can lawfully be arbitrated. It is understood by the parties that the term “covered disputes” shall cover and include all such disputes not only between the parties to these Terms but also all disputes or claims against any of your heirs, executors, personal representatives, and assigns, and all such disputes or claims not only against Partum Health but also against any and all of its affiliates, subsidiaries, and parents collectively and its and their predecessors and successors and any of its and their collective officers, agents, employees, members, shareholders, directors, managers, and attorneys. 

Usage of JAMS Streamlined or Comprehensive Arbitration Rules and Procedures; Arbitrator to Decide All Issues; Arbitrator’s Decisions Are Final and Binding 

Either party shall initiate arbitration under either the JAMS Streamlined or Comprehensive Arbitration Rules and Procedures (which are currently available for review at https://www.jamsadr.com/adr-rules-procedures/). The arbitrator (and not a court) shall decide all issues in any covered dispute including, but not limited to, issues regarding the non-availability of class arbitration, timeliness, scope of arbitrator’s authority, arbitration procedures, any issues regarding arbitrability of the parties’ dispute, statute of limitations, and all other issues regarding the application, interpretation, and implementation of these Terms. The arbitrator’s decisions shall be final and binding. The parties agree that a court of competent jurisdiction shall have the authority to enter a judgment upon the award made by the arbitrator or to confirm an arbitration award, and any such proceeding shall not itself be deemed a covered dispute. 

Selection and Authority of Arbitrator; Full Remedies Available; Enforceability 

The parties agree that a single arbitrator shall be selected by the parties consistent with the applicable JAMS Rules and Procedures as they exist at the time of the Terms’ execution. To the fullest extent permitted by law, the arbitrator shall have the power and authority to award any remedy or relief available under applicable law and shall be the sole authority to interpret and apply the provisions of these Terms. The arbitrator shall have the authority to apply any federal, state, local, or municipal law, or executive order, or any common law that the Arbitrator deems applicable to the covered dispute. If there are any ambiguities in these Terms, it is the parties’ intent that all ambiguities be resolved in favor of arbitration. If any provision of this Arbitration Agreement is unenforceable, the remainder of this Arbitration Agreement shall remain in full force and effect. 

Any arbitration shall be held in Cook County, Illinois unless otherwise mutually agreed by Partum Health and you.

Class and Collective Action Waiver; No Consolidated or Joint Actions

The parties agree that all covered disputes brought against each other will be arbitrated on an individual basis only and not in a class action arbitration, a collective action arbitration, or on any other group, representative, consolidated, or joint basis. The arbitrator shall have no authority to consider or resolve any covered dispute or any claim or issue in a covered dispute on any basis other than on an individual basis and may not proceed or direct the parties to proceed on a class or collective action basis or consolidate or join one or more covered disputes pertaining to you with any other individual’s or entity’s covered dispute(s). The provisions in this Arbitration Agreement mean that both parties waive their right to commence, become a party to, or in any way participate in any class action, collective action, or group or representative action or claim against the other party or in any such action or claim consolidated or joined with another party, with respect to any covered dispute, and each party agrees to opt-out of or be severed from any such action or proceeding. 

Fees, Award

The parties agree that they shall share equally (each pay one-half) the fees and costs of the arbitrator and the fees and costs of arbitration charged by JAMS; except that: (i) in all cases where required by law, Partum Health will pay the full amount of the arbitrator’s and JAMS arbitration fees and costs; and (ii) where the arbitrator determines that it is appropriate or necessary based on your financial resources, Partum Health shall pay more than one-half, in an amount to be determined by the arbitrator as fair and equitable. Each party shall bear the cost of his/her/its own legal fees and costs, including but not limited to attorneys’ fees and expert witness fees, subject to any right to recover such fees and costs under applicable law, which the arbitrator shall apply where applicable. In rendering an arbitration award, the arbitrator shall apply applicable and appropriate law and shall award all statutory remedies and penalties, including attorneys’ fees and costs to the extent authorized by and consistent with law. The award shall be in writing and the arbitrator shall set forth the essential findings of fact and law. Either party may request that a transcript and/or recording of the hearing be made. 

Time Limitation

As allowed by applicable law, any covered disputes must be brought within one (1) year of the date of the event giving rise to such covered dispute.  

Opt-Out

You can opt out of the provisions of this Agreement that require the arbitration of disputes within thirty (30) days of the date that you first agree to any version of this Agreement that requires arbitration of disputes with Partum Health. To opt out, you must send your name, residence address, and email address together with a clear statement that you want to opt out of the requirement to arbitrate disputes with the applicable party to: 1931 W Belmont Ave #3E, Chicago, Illinois 60657; ATTN: Arbitration Opt-Out.

Information Accuracy

Although we intend to provide accurate and timely information on and through Services, such information may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. Such information is provided as a convenience to our customers and is provided for informational or transactional purposes only. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on or through the Services are your sole responsibility and we shall have no liability for such decisions. If you need specific details about any information contained on or through our Services, you should contact us at support@partumhealth.com.

Notices and Electronic Communications

By providing your cell phone number and email address to Partum Health, you are agreeing to be contacted by or on behalf of Partum Health and the Practice at the email address and the telephone number provided, including emails to your email address and text (SMS) messages to your cell phone and other wireless devices, and the use of an automatic telephone dialing system, artificial voice and prerecorded messages, for the purpose of providing the Services and sending you marketing communications. You may also be contacted with marketing announcements about the products and services offered by or made available through the Partum Health Site. 

You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms. The delivery of any communications from us is effective when sent by us, regardless of whether you read the communication when you receive it or whether you actually receive the delivery. 

You may choose to opt-out of receiving email and text messages by updating your preferences in the Services or following the opt-out instructions in the message. If you opt-out, Partum Health will not send another message to you unless/until you expressly opt in to receiving additional messages.  You acknowledge that opting out of receiving text (SMS) messages may impact your experience with the Service(s) that rely on communications via text (SMS) messaging.

Message and data rates may apply. Your wireless carrier’s standard messaging rates apply to SMS correspondence. Downloadable content may incur additional charges from your wireless carrier. Please contact your wireless carrier for information about charges in your plan. Carriers are not responsible for delayed or undelivered messages.

Miscellaneous

These Terms shall be governed by the laws of the state of Illinois and, except as otherwise required by the arbitration provision, you agree to submit to the exclusive jurisdiction of the courts of Cook County, Illinois in respect of any disputes arising under or in connection with these Terms. 

You represent and warrant that you shall comply with all laws and regulations that apply to your access and use of the Services.

We reserve the right to seek all remedies available at law and in equity for violations of these Terms, including the right to remove your account and any content generated by you through the Services, block your access to any or all aspects of the Services, and block IP addresses. 

If any provision of these Terms is held to be unenforceable, the remaining Terms shall remain in full force and effect, and the unenforceable provision shall be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any right. 

You will not assign your rights under these Terms, either in whole or in part, without the prior written consent of Partum Health, and any attempted assignment contrary to the foregoing will be void and have no effect. 

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Partum Health regarding the use of the Services. The App is offered by a third-party application provider (Healthie), and separate terms published by that provider govern use of the App and constitute an agreement between you and the App provider. By using the Services, you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms. 

The following Sections survive the termination of these Terms of Use: Partum Health Content; Independent Arbitration Agreement; Disclaimer and Limitation of Liability; Indemnification; Miscellaneous.

Contacting Us

If you have any questions or concerns about these Terms, please contact us at support@Partumhealth.com or at the mailing address provided below. We will attempt to respond to your questions or concerns promptly after we receive them.

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