Ladder Health Terms of Service 

Last Updated: March 11, 2024 

Welcome, and thank you for your interest in Ladder Health, Inc. (“Ladder Health,” “we,” or “us”) and our website at app.ladderhealth.co and our related websites and hosted applications (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Ladder Health regarding your use of the Service. If you are accessing or using the Service as a clinical expert or professional and you have a separate contract in place with Ladder Health relating to your use of the Service for purposes of engaging or meeting with users on the Service (“Separate Agreement”), that Separate Agreement will control to the extent of any conflict or inconsistency with these Terms (defined below). 

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING LADDER HEALTH’S PRIVACY POLICY  (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND LADDER HEALTH’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY LADDER HEALTH AND BY YOU TO BE BOUND BY THESE TERMS. 

YOU AGREE TO RECEIVE TEXTS FROM OR ON BEHALF OF LADDER HEALTH AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS WILL INCLUDE APPOINTMENT REMINDERS AND MARKETING MESSAGES. YOU UNDERSTAND AND AGREE THAT THESE TEXTS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

Arbitration NOTICE. Except for certain kinds of disputes described in Section 18 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND LADDER HEALTH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. 

1. Overview.
   1. General. You can use the Service to find out information about our products and services and, in some cases, at your discretion, pursue access to certain clinical experts, who are independent contractors who have agreed to make themselves available via the Service (“Providers”). The Service includes different educational offerings for parents and families with children that experience developmental delays, which may include intake screeners, intended to facilitate your communication with independent Providers on the Service and to provide other services of interest to you.
   2. Do Not Use in an Emergency. IF YOU HAVE A MEDICAL EMERGENCY, CALL 9-1-1 IMMEDIATELY. NEITHER LADDER HEALTH NOR PROVIDERS ARE DESIGNED FOR OR INTENDED FOR EMERGENCY USE. 
   3. Telehealth Consent. These Terms are supplemental to the Consent to Telehealth Services. Please review the Consent to Telehealth Services before utilizing any telehealth services. If there is any conflict or inconsistency between the Consent to Telehealth Services and these Terms, the latter will control to the extent of that conflict or inconsistency.
2. NO MEDICAL ADVICE. LADDER HEALTH DOES NOT PROVIDE MEDICAL ADVICE. WITHOUT LIMITING ANY OTHER TERMS IN THESE TERMS:
   1. YOU ACKNOWLEDGE THAT, ALTHOUGH CERTAIN INDEPENDENT THIRD PARTIES OR CONTRACTORS, SUCH AS INDEPENDENT PROVIDERS, MAY USE THE SERVICE TO CONNECT WITH YOU OR OTHER USERS ON THE SERVICE, THE SERVICES PROVIDED BY LADDER HEALTH AND ITS EMPLOYEES DO NOT CREATE A MEDICAL PROFESSIONAL OR PATIENT RELATIONSHIP BETWEEN LADDER HEALTH AND YOU, AND DO NOT CONSTITUTE ANY PROFESSIONAL OPINION, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT BY LADDER HEALTH. NONE OF THE SERVICES PROVIDED BY LADDER HEALTH ARE INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, ANY PROFESSIONAL ADVICE, DIAGNOSIS, OR TREATMENT. 
   2. LADDER HEALTH IS NOT A HEALTHCARE PROVIDER. LADDER HEALTH DOES NOT VERIFY OR REVIEW ANY INFORMATION OR SERVICE THAT YOU MAY RECEIVE FROM A PROVIDER OR ANY OTHER THIRD PARTY ON THE SERVICE. YOUR INTERACTIONS WITH ANY PROVIDER (INCLUDING ANY CONSULTATIONS, MESSAGING, OR ANY PROVISION OF CARE OR OTHER INTERACTION VIA OUR SERVICE (EACH, A “CONSULTATION”)), AND ANY OPINIONS, RECOMMENDATIONS, MATERIALS, OR INFORMATION  MADE AVAILABLE TO YOU BY ANY PROVIDER , ARE SOLELY BETWEEN YOU AND THE PROVIDER. 
   3. LADDER HEALTH DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR OTHER COMMITMENTS OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH ANY PROVIDER OR ANY INFORMATION ON THE SERVICE (INCLUDING BUT NOT LIMITED TO DESCRIPTIONS OF PROFESSIONAL/PROVIDER QUALIFICATIONS, EXPERTISE, OR QUALITY OF WORK). WITHOUT LIMITING THE FOREGOING, LADDER HEALTH DOES NOT ENDORSE ANY PARTICULAR PROVIDER OR TREATMENT METHOD OR TECHNIQUE, AND SHALL IN NO EVENT BE LIABLE TO YOU OR TO ANYONE FOR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY ANY PARTY IN RELIANCE ON INFORMATION ARISING FROM ANY USE OF THE SERVICE (INCLUDING ANY INTERACTIONS OR CONSULTATIONS WITH PROVIDERS).
   4. YOU AGREE THAT ANY PROVIDER YOU CONSULT WITH VIA THE SERVICE WILL BE SOLELY AND EXCLUSIVELY RESPONSIBLE AND LIABLE FOR ALL CLINICAL DECISIONS AND INFORMATION, AND LADDER HEALTH WILL NEITHER HAS NOR EXERCISES ANY CONTROL OR DISCRETION OVER THE METHODS BY WHICH ANY PROVIDER RENDERS ANY CLINICAL SERVICE OR ADVICE. 
   5. NOTHING IN THESE TERMS SHOULD BE CONSTRUED TO ALTER OR OTHERWISE AFFECT THE LEGAL, ETHICAL OR PROFESSIONAL RELATIONSHIPS BETWEEN AND AMONG YOU AND PROVIDERS, NOR DOES ANYTHING IN THESE TERMS ABROGATE ANY RIGHT, PRIVILEGE OR OBLIGATION ARISING FROM OR RELATED TO THE PHYSICIAN-PATIENT RELATIONSHIP. 
   6. LADDER HEALTH IS NOT A REFERRAL SERVICE AND DOES NOT REFER, RECOMMEND OR ENDORSE ANY PARTICULAR PROVIDER, TEST, PROCEDURE, OPINION, OR OTHER INFORMATION THAT MAY APPEAR VIA THE SERVICES. IF YOU RELY ON ANY INFORMATION OR SERVICE, YOU DO SO SOLELY AT YOUR OWN RISK. WE ENCOURAGE YOU TO INDEPENDENTLY CONFIRM ANY INFORMATION OR CONSULTATION RELEVANT TO YOU WITH OTHER SOURCES.
3. Eligibility. You must be at least 18 years old to use the Service. In certain cases, if you are under the age of 18 (or the age of legal majority under applicable law), you may be able to use the Service, but only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. Our primary means of payment using this website is a credit card, which are not available to individuals under the age of 18, and may not be used by minors without a parent’s or guardian’s consent. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old, or you are under 18 (or the age of legal majority under applicable law) and you are using the Service under the supervision of a parent or legal guardian who agrees to be bound by these Terms; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
4. Accounts and Registration. To access some features of the Service, you may be required to register for an account. If you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@ladderhealth.co.‍
5. General Payment Terms. You may be required to pay us fees in connection with certain access to our use of the Service. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.‍
   1. Price. Ladder Health reserves the right to determine pricing for the Service. Ladder Health may change the fees, including additional fees or charges, if Ladder Health gives you advance notice of changes before they apply. Ladder Health, at its sole discretion, may make promotional offers with different pricing to any of Ladder Health’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. We also may choose to give you free access to certain aspects of the Service for a period of time that we designate.‍
   2. Payment Processing. We may contract with a third party to process any payments submitted for or through our Service (“Payment Processor”). By making any purchase for or through our Service, you authorize us to share any of your information with the Payment Processor in order to process your payment. We may use Stripe as our Payment Processor (https://stripe.com). In that case, Stripe will collect, use, and process your information, including payment information, in accordance with Stripe’s privacy policy (which may be accessed at https://stripe.com/privacy), and Stripe’s terms of service (which may be accessed at https://stripe.com/legal/consumer).‍
   3. Authorization. You authorize Ladder Health and the Payment Processor to charge all sums for the orders that you make in connection with your access to or use of the Service, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Ladder Health or the Payment Processor may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. ‍
   4. Subscription Service. The Service may include certain subscription-based plans for access to the Service for which we will charge you an automatically recurring fee on a periodic basis (each such plan, a “Subscription Service,” and each such recurring fee, a “Subscription Fee”). The “Subscription Billing Date” for a Subscription Service is the date when you purchase a subscription to that Subscription Service for the first time. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize Ladder Health or the Payment Processor to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service at least 30 days before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Ladder Health or the Payment Processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by using any cancellation feature available in the Service or by contacting us at support@ladderhealth.co. Your cancellation OF A SUBSCRIPTION SERVICE must be received AT LEAST 30 DAYS before the renewal date in order to avoid A charge for the next subscription period. Upon cancellation of a Subscription SERVICE by YOU (and not as a result of YOUR violation of these Terms), YOU will continue to have use of and access to the software Platform under the account(s) associated with the applicable Subscription SERVICE for the remainder of the paid term of that Subscription SERVICE (subject to YOUR ongoing compliance with these Terms). We will not provide any refunds of prepaid or unused Subscription Fees.‍
   5. Delinquent Accounts. Ladder Health may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Ladder Health reserves the right to delete your account and any information or Submitted Data (defined below) associated with your account without any liability to you. ‍
6. Licenses
   1. Limited License. Subject to your complete and ongoing compliance with these Terms, Ladder Health grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service. ‍
   2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.‍
   3. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Ladder Health an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.‍
7. Ownership; Proprietary Rights. The Service is owned and operated by Ladder Health. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Ladder Health (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Ladder Health or its third-party licensors. Except as expressly authorized by Ladder Health, you may not make use of the Materials. There are no implied licenses in these Terms and Ladder Health reserves all rights to the Materials not granted expressly in these Terms.‍
8. Third-Party Terms
   1. Third-Party Services and Linked Websites. Ladder Health may provide tools through the Service that enable you to export information, including Submitted Data, to third-party services. By using one of these tools, you hereby authorize Ladder Health to transfer that information to the applicable third-party service. Third-party services are not under Ladder Health’s control, and, to the fullest extent permitted by law, Ladder Health is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Ladder Health’s control, and Ladder Health is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any Submitted Data or information with such third-party services. Once sharing occurs, Ladder Health will have no control over the information that has been shared. ‍
   2. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.‍
9. Submitted Data ‍
   1. Submitted Data Generally. Certain features of the Service may permit users to submit, upload, or otherwise transmit (“Submit”) content to the Service, including messages, data, text, and any other works of authorship, other works, or other information, including through any user intake or onboarding form available on the Service (“Submitted Data”). You retain any copyright and other proprietary rights that you may hold in the Submitted Data that you Submit to the Service, subject to the licenses granted in these Terms.‍
   2. Limited License Grant to Ladder Health. By Submitting Submitted Data to or via the Service, you grant Ladder Health a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and otherwise exploit your Submitted Data, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed for purposes of building, training, improving, or providing our current and future products and services (including, without limitation, any that leverage or include artificial intelligence technologies or capabilities, such as and machine learning models). You agree to pay all monies owing to any person or entity resulting from Submitting your Submitted Data and from Ladder Health’s exercise of the license set forth in this Section.‍
   3. You Must Have Rights to the Content You Submit; Submitted Data Representations and Warranties. You must not Submit Submitted Data if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Submitted Data. Ladder Health disclaims any and all liability in connection with Submitted Data. You are solely responsible for your Submitted Data and the consequences of providing Submitted Data via the Service. By providing Submitted Data via the Service, you affirm, represent, and warrant to us that:
      1. you are the creator and owner of the Submitted Data, or have the necessary licenses, rights, consents, and permissions to authorize Ladder Health and users of the Service to use and distribute your Submitted Data as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Ladder Health, the Service, and these Terms;
      2. your Submitted Data, and the Submission or other use of your Submitted Data as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Ladder Health to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
      3. your Submitted Data could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.‍
   4. Submitted Data Disclaimer. We are under no obligation to edit or control Submitted Data that you or other users Submit and will not be in any way responsible or liable for Submitted Data. Ladder Health may, however, at any time and without prior notice, screen, remove, edit, or block any Submitted Data that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Ladder Health with respect to Submitted Data. If notified by a user or content owner that Submitted Data allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the Submitted Data, which we reserve the right to do at any time and without notice. For clarity, Ladder Health does not permit infringing activities on the Service.‍
   5. Monitoring Content. Ladder Health does not control and does not have any obligation to monitor: (a) Submitted Data; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Ladder Health reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Ladder Health chooses to monitor the content, then Ladder Health still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Ladder Health may block, filter, mute, remove or disable access to any Submitted Data uploaded to or transmitted through the Service without any liability to the user who Submitted such Submitted Data to the Service or to any other users of the Service. ‍
10. Communications
    1. Text Messaging. You agree that Ladder Health and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING TEXT MESSAGES FROM Ladder Health, YOU CAN EMAIL SUPPORT@LADDERHEALTH.CO OR TEXT THE WORD “STOP MARKETING” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM Ladder Health, YOU CAN EMAIL SUPPORT@ladderhealth.co OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service.‍
    2. Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.‍
11. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
    1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
    2. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
    3. access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, scrapers, and data mining tools) other than the software or search agents provided by Ladder Health;
    4. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
    5. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
    6. use the Service to develop new products and services (including, without limitation, for developing, training, and fine tuning artificial intelligence and machine learning models) without Ladder Health’s express written permission;
    7. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
    8. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
    9. attempt to do any of the acts described in this Section 11 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 11 (Prohibited Conduct).‍
12. Intellectual Property Rights Protection
    1. Respect of Third Party Rights. Ladder Health respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.‍
    2. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:

Ladder Health, Inc.
Attn: Legal Department (IP Notification)
817 Broadway, Fl 7

New York, NY 10003
Email: Copyright@ladderhealth.co

1. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
   1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
   2. a description of the copyrighted work or other intellectual property right that you claim has been infringed;
   3. a description of the material that you claim is infringing and where it is located on the Service;
   4. your address, telephone number, and email address;
   5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
   6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your Notification of Claimed Infringement may be shared by Ladder Health with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Ladder Health making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

1. Repeat Infringers. Ladder Health’s policy is to: (a) remove or disable access to material that Ladder Health believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Ladder Health will terminate the accounts of users that are determined by Ladder Health to be repeat infringers. Ladder Health reserves the right, however, to suspend or terminate accounts of users in our sole discretion. 
2. Counter Notification. If you receive a notification from Ladder Health that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Ladder Health with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Ladder Health’s Designated Agent through one of the methods identified in Section 12.2 (DMCA Notification), and include substantially the following information:
   1. your physical or electronic signature;
   2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
   3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
   4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Ladder Health may be found, and that you will accept service of process from the person who provided notification under Section 12.2 (DMCA Notification) above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

1. Resubmission of Content Subject to a Counter Notification. If you submit a Counter Notification to Ladder Health in response to a Notification of Claimed Infringement, then Ladder Health will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Ladder Health will replace the removed Submitted Data or cease disabling access to it in 10 business days, and Ladder Health will replace the removed Submitted Data and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Ladder Health’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Ladder Health’s system or network.
2. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Ladder Health] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Ladder Health reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

1. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 13 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. 
2. Term, Termination, and Modification of the Service
   1. Term. These Terms are effective beginning when you accept the Terms or first access or use the Service, and ending when terminated as described in Section 14.2 (Termination).
   2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Ladder Health may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time through your account settings or by contacting customer service at support@ladderhealth.co.
   3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Ladder Health any unpaid amount that was due prior to termination; and (d) Sections 6.3 (Feedback), 7 (Ownership; Proprietary Rights), 14.3 (Effect of Termination), 15 (Indemnity), 16 (Disclaimers; No Warranties by Ladder Health), 17 (Limitation of Liability), 18 (Dispute Resolution and Arbitration), and 19 (Miscellaneous) will survive. You are solely responsible for retaining copies of any Submitted Data you Submit to the Service since upon termination of your account, you may lose access rights to any Submitted Data you Submitted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
   4. Modification of the Service. Ladder Health reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Ladder Health will have no liability for any change to the Service, including any paid for functionalities of the Service, or any suspension or termination of your access to or use of the Service.
3. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Ladder Health, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Ladder Health Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
4. Disclaimers; No Warranties by Ladder Health. THE FOLLOWING TERMS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
   1. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. LADDER HEALTH DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. LADDER HEALTH DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND LADDER HEALTH DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
   2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR LADDER HEALTH ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE LADDER HEALTH ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING SUBMITTED DATA.
   3. WITHOUT LIMITING ANY OTHER TERMS SET FORTH IN THESE TERMS:
      1. LADDER HEALTH IS NOT A HEALTH INSURANCE COMPANY AND DOES NOT PROVIDE YOU WITH HEALTH INSURANCE BENEFITS. YOU ARE SOLELY RESPONSIBLE FOR IDENTIFYING AND UNDERSTANDING ANY THIRD-PARTY PLANS OR BENEFITS YOU MAY HAVE THAT PERTAIN TO HEALTHCARE.
      2. LADDER HEALTH HAS NO RESPONSIBILITY TO COORDINATE WITH YOUR EMPLOYER OR ANY THIRD PARTY IN CONNECTION WITH ANY OTHER BENEFITS OR PLANS YOU MAY HAVE THAT PERTAIN TO HEALTHCARE. YOU ARE SOLELY RESPONSIBLE FOR ALL SUCH COORDINATION.
5. Limitation of Liability. THE FOLLOWING TERMS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
   1. IN NO EVENT WILL THE LADDER HEALTH ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY LADDER HEALTH ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
   2. EXCEPT AS PROVIDED IN SECTIONS 18.4 (COMMENCING ARBITRATION) AND 18.7 (ARBITRATION RELIEF), THE AGGREGATE LIABILITY OF THE LADDER HEALTH ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO LADDER HEALTH FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.
   3. YOU EXPRESSLY WAIVE AND RELEASE LADDER HEALTH FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES, WHETHER KNOWN OR UNKNOWN, ARISING FROM OR IN ANY WAY RELATED TO YOUR CONSULTATIONS OR INTERACTIONS WITH PROVIDERS OR ANY OTHER USERS OF THE SERVICE.
   4. LADDER HEALTH WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES, INCLUDING CLAIMS OF PROFESSIONAL MALPRACTICE, BETWEEN PROVIDERS AND USERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE SERVICE (WITH ALL THEIR IMPLICATIONS) RESTS SOLELY WITH YOU.
   5. THE QUALITY OF CONSULTATIONS SCHEDULED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE PROVIDER WHO ULTIMATELY PROVIDES THE CONSULTATION. 
   6. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
6. Dispute Resolution and Arbitration 
   1. Generally. Except as described in Section 18.2 (Exceptions) and 18.3 (Opt-Out), you and Ladder Health agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND LADDER HEALTH ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

1. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
2. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Ladder Health, Inc., Attention: Legal Department – Arbitration Opt-Out, 817 Broadway, Fl. 7 New York, NY 10003 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Ladder Health receives your Opt-Out Notice, this Section 18 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 19.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
3. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting Ladder Health.
4. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Ladder Health’s address for Notice of Arbitration is: Ladder Health, Inc., 817 Broadway, Fl. 7 New York, NY 10003. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Ladder Health may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Ladder Health will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Ladder Health has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.
5. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence address. During the arbitration, the amount of any settlement offer made by you or Ladder Health must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. 
6. Arbitration Relief. Except as provided in Section 18.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Ladder Health before an arbitrator was selected, Ladder Health will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
7. No Class Actions. YOU AND LADDER HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ladder Health agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. 
8. Modifications to this Arbitration Provision. If Ladder Health makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Ladder Health’s address for Notice of Arbitration, in which case your account with Ladder Health will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
9. Enforceability. If Section 18.8 (No Class Actions) or the entirety of this Section 18 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Ladder Health receives an Opt-Out Notice from you, then the entirety of this Section 18 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19.2 (Governing Law) will govern any action arising out of or related to these Terms. 

1. Miscellaneous
   1. General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Ladder Health regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your Submitted Data, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
   2. Governing Law. These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. You and Ladder Health submit to the personal and exclusive jurisdiction of the state courts and federal courts having jurisdiction over Suffolk County, Massachusetts for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Massachusetts, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
   3. Privacy Policy. Please read the Ladder Health Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Ladder Health Privacy Policy is incorporated by this reference into, and made a part of, these Terms. 
   4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
   5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
   6. Contact Information. The Service is offered by Ladder Health, Inc., located at 817 Broadway, Fl. 7 New York, NY 10003. You may contact us by sending correspondence to that address or by emailing us at hello@ladderhealth.co.
   7. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
   8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
   9. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

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