MilaHealth Terms & Conditions
Effective Date: April 19, 2024
Please read these Terms of Use (“Terms”) carefully before accessing or using the Mila Health platform (together all related services, the “Services”).
The Services are made available to you by Mila Health, Inc. (“Mila Health”, or “we”, “our” or “us”) on behalf of the company that invited you to use the Services, which may be a healthcare provider, health plan, or other entity (“Company”). By accessing or using the Services, you agree to be bound by these Terms, which are a legal agreement between us and you.
IMPORTANT: IN THE EVENT OF A MEDICAL EMERGENCY, PLEASE CALL EMERGENCY SERVICES (9-1-1 IN THE UNITED STATES) IMMEDIATELY. If you need non-emergency medical treatment, please contact your physician directly. The Services are not designed or intended for use in the diagnosis, treatment, cure, mitigation, or prevention of disease or any other condition or to affect the structure or function of the body, and the recommendations provided by the Services do not constitute medical advice. Please consult your healthcare provider prior to making any decisions related to your health.
THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES, DISCLAIMERS OF LIABILITY, AND A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH EITHER OF US, AS WELL AS AN INDEMNIFICATION PROVISION THAT MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES. PLEASE READ THEM CAREFULLY.
- THESE TERMS
- The Services are intended for users in the United States who are at least 18 years old. By accessing or using the Services, you represent and warrant that you are at least 18 years old and have the legal right and ability to agree to these Terms and that you have read, understood, and agree to the Terms with the intent to be legally bound by them. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction where you access the Services.
- We reserve the right to make changes to these Terms at any time in accordance with applicable law. If we make changes to these Terms, such amended Terms will be notified to you through some other reasonable method, and such amended Terms will take effect immediately when they are posted. If you do not accept a change, then you are free to stop using the Services. Your use of the Services following a change to these Terms will constitute your acceptance of that change. Certain provisions of these Terms may be supplemented or superseded by expressly designated legal notices or terms located on particular pages within the Services, and we will use reasonable efforts to make you aware of such legal notices and/or terms.
- LICENSE AND INTELLECTUAL PROPERTY
- As between you and us, we own the Services, including, without limitation, all software, text, graphics, tools, links, recommendations, and other content or material provided in or through use of the Services (all of which form part of and are collectively referred to as the “Services” herein), and all worldwide intellectual property rights in the foregoing.
- We grant you a limited, personal, revocable, non-transferable and non-exclusive right and license to access and use the Services for your personal and non-commercial use in accordance with these Terms and solely for its intended use. Any software provided through or used to operate the Services is licensed, not sold, to you by us and such license is limited to object code only. We may notify you, by notice within the software or otherwise, that the software contains software governed by the license of a third party and you agree to abide by the terms and conditions of the same. Except as expressly permitted herein, you must not, nor enable any other person to, rent, lease, lend, sell, redistribute, sublicense, copy, reverse engineer, decompile, translate, modify, rent, use as a service bureau, lease, sublicense, distribute copies of, adapt, create derivative works based on, or otherwise use the Services.
- We, in our sole discretion, may make available updates, upgrades, and/or future versions of or to the Services, and such updates, upgrades and/or future versions may not include all previous or existing features, functionality or components of the Services. These Terms will govern the use of such updates, upgrades and future versions.
- Any trademark, service mark, logo or trade name contained in the Services, whether or not appearing in large print or with the trademark symbol, belongs exclusively to us or our licensors, and you may not use or display such trademarks without our permission. Nothing in these Terms grants you any right to use any trademark, service mark, logo or trade name of either of ours or any third party.
- With respect to data, information, files, and content you submit or make available through the Services (collectively, “User Content”), you grant us, Company and our and Company’s partners authorized to access the User Content a worldwide, perpetual, irrevocable, royalty-free and non-exclusive license to use such User Content to manage, provide, monitor, repair, improve, analyze and operate the Services and for other lawful purposes authorized by us and/or Company. Please see the MilaHealth Privacy Policy for information about how we use information about you, such as when you register for and use the Services.
- YOUR OBLIGATIONS
- Obligations If You Are a Patient.
- You will be invited to access your account by a physician, healthcare provider or other representative from Company. When you access the Services, you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form or otherwise requested during the term of these Terms, and to maintain and promptly update that information so as to keep that information true, accurate, current and complete. You consent and authorize us to verify the information that you provide.
- You expressly agree that the Services are not a medical device, pharmaceutical product or diagnostic product, and Mila Health is not providing, and does not intend to provide, medical advice through the Services and that such advice is the responsibility of your physician or other medical professional. The Services (including without limitation any generic content supplied within the Services) are not intended to be used in place of professional or medical advice, judgment, diagnosis, or treatment. Should you have any health related issues or questions during your use of the Services, please call or see your physician or other healthcare provider promptly. The Services do not constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between you and us. Never disregard professional medical advice or delay in seeking it because of your use of the Services or due to something read or learned through the use of the Services or any information stored on, generated by or received through the Services. Do not use the Services for any emergency medical need. If you experience a medical emergency, call 911 immediately. If you need non-emergency medical treatment, please contact your physician directly.
- Obligations If You are a Clinician.
- If you are a clinician, you must complete a registration form or a similar form to create an account. When you access your account, you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form or otherwise requested during the term of these Terms, and to maintain and promptly update that information so as to keep that information true, accurate, current and complete. You consent and authorize us to verify the information that you provide.
- The Services contain information relating to patient medical conditions. You acknowledge and agree that the Services are solely tools to assist you in clinical decision-making and to support your administrative roles. They are not a substitute for your own clinical judgment as a healthcare professional. No clinical decisions are to be based on the Services. Clinical decisions must consider clinical history, symptoms, other diagnostic measurements, and other factors that you may deem relevant in your clinical judgment. You, and specifically not us or the Services, are solely responsible for verifying the accuracy of all patient information and determining the data necessary for you to make clinical decisions, as well as for complying with all applicable laws, regulations and licensing requirements applicable to your delivery of healthcare services. Never disregard information received directly from a patient because of your use of the Services or due to something read or learned through the use of the Services or any information stored on, generated by or received through the Services.
- You agree not to (a) represent that the Services are a medical device, pharmaceutical product or diagnostic product of any kind whatsoever, (b) represent that the Services provide is medical advice, judgment, diagnosis, or treatment, (c) represent that the Services constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between any patient and us, nor (d) promote or market the Services as such in any way or to any person. Without limiting the foregoing, you agree not to represent that the Services are intended for use in the diagnosis of disease or any other condition or in the cure, mitigation, treatment, or prevention of disease nor promote or market the Services as such in any way or to any person. You further represent that you are a qualified healthcare professional and are authorized by Company to use the Services.
- Obligations for All Users of the Services.
- You agree not to use the Services to: (a) upload, post, email, transmit or otherwise make available any content that is unlawful, infringing, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, deceptive, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise illegal, tortious, sexually explicit or objectionable; (b) impersonate any person or entity, including, but not limited to, an employee of either of us or Company, or falsely state or otherwise misrepresent your affiliation with or endorsement by a person or entity; (c) transmit or otherwise make available any content that you do not have a right to make available, or that making it available would violate the rights of another person, or that contains a software virus or any other computer code, file or program, which might interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Services or any server or network connected to the Services, or any other person’s use of the Services or any server or network connected to the Services, or take any action intended or reasonably expected to harm either of us, Company, or any other entity; (e) violate any applicable local, state, federal or international law; (f) transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other solicitation; (g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, display, perform, grant a security interest in or otherwise make available the Services (including without limitation as a time-sharing service, service bureau, or software as a service) to any third party for any reason; (h) attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services or any server, computer, database, or other resource or element connected to the Services; or (i) conduct any contest, sweepstake or other sales promotion, barter or advertising using the Services.
- You are solely responsible for maintaining the confidentiality of your information and for restricting access to your devices. You accept responsibility for all activities that occur under your account or from your devices. You agree to immediately notify us at the e-mail address provided below if you have reason to believe there has been any unauthorized use of your account or password, or any other breach of security related to the Services, and you acknowledge that neither of us may be able to mitigate such unauthorized access or other breach of security until you do so. We may revoke or deactivate your account at any time.
- You consent to transact with each of us electronically and receive legal notices and other communications electronically, either by e-mail, text messaging, push notifications (in accordance with your device settings), or by notices posted on the Services. You agree that any requirement that a communication be sent to you in writing is satisfied by such electronic communication and that you are responsible for maintaining an Internet browser, mobile device or computing equipment capable of accessing the Services.
- Obligations If You Are a Patient.
- WARRANTIES AND DISCLAIMER
- THE SERVICES ARE PROVIDED ON AN ‘AS IS’, ‘AS AVAILABLE’, AND ‘WITH ALL FAULTS’ BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES SHALL BE AVAILABLE AT ALL TIMES OR BE FREE OF ERROR. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SECURITY OF THE SERVICES OR ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, SUITABILITY OR TIMELINESS OF INFORMATION AVAILABLE THROUGH THE SERVICES. YOU ASSUME ALL RISK FOR ANY DAMAGE TO ANY OF YOUR DEVICES OR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGE RESULTING FROM ANY VIRUS.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EITHER OF US OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. IF YOU ARE A HEALTHCARE PROFESSIONAL USER, THESE TERMS ARE WITHOUT PREJUDICE TO AND IN NO WAY LIMIT OR SUBSITUTE ANY OBLIGATIONS THAT MAY BE OWED BY YOU AS A HEALTHCARE PROFESSIONAL UNDER YOUR LICENSE TO PRACTICE, INCLUDING WITHOUT LIMITATION ANY OBLIGATION OF MEDICAL CONFIDENTIALITY OR UNDER APPLICABLE LAWS.
- LIMITATION OF LIABILITY
- Nothing in these Terms will limit or exclude any liability that, under applicable law, cannot be limited or excluded.
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND WILL NOT BE LIABLE FOR ANY DAMAGE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, OR OTHER ECONOMIC ADVANTAGE)) ARISING OUT OF OR IN CONNECTION WITH (A) YOUR ENTRY OF USER CONTENT INTO THE SERVICES, (B) ANY STATEMENT OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES, (C) STOPPAGE OF USE BY YOU DURING OR AFTER COMMENCEMENT OF USE OF THE SERVICES, (D) THE USE OR INABILITY TO USE THE SERVICES, (E) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, EFFECT, DELAY OR DEFECT IN OPERATION OR TRANSMISSION, VIRUS, LINE SYSTEM FAILURE, OR LOSS OF USE RELATED TO THE SERVICES, OR (F) OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND EVEN IF WE OR COMPANY HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICES AOR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO $100.
- YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY DEALING WITH ANY CLINICAL TRIAL, HEALTHCARE PROVIDER OR PATIENT (AS APPLICABLE), LABORATORY, OR OTHER ENTITY THAT YOU USE OR CONSULT WITH, INCLUDING WITHOUT LIMITATION IN RELATION TO COMPANY. YOU ACKNOWLEDGE THAT THE USE OF THE SERVICES IS NOT INTENDED OR SUITABLE FOR USE IN ANY SITUATION OR ENVIRONMENT WHERE THE FAILURE OF OR TIME DELAYS IN THE SERVICES COULD LEAD TO DEATH OR PERSONAL INJURY.
- INDEMNITY
- You promise to compensate each of us fully against any claim or demand, including without limitation reasonable legal fees, made by any third party due to or arising out of your use of the Services, your breach of these Terms, your violation of any applicable law, or your violation of any right of another person or entity. For clarity, if you are a healthcare professional, this includes, but is not limited to, claims arising out of or in connection with the provision of any healthcare service or related service to any of your patients.
- COMPANY’S RELATIONSHIP TO YOU
- You acknowledge that these Terms are between you and us only, and Company is not a party hereto. However, Company is a third party beneficiary of these Terms, and, upon your acceptance of these Terms, Company will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereunder.
- TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY IS NOT RESPONSIBLE FOR THE SERVICES. YOU AGREE NOT TO HOLD OR SEEK TO HOLD COMPANY LIABLE FOR ANY CLAIM THAT IS EXCLUDED OR DISCLAIMED UNDER SECTION 4 OR 5 OF THESE TERMS.
- TERMINATION AND SUSPENSION
- You may cease using the Services at any time.
- We may terminate these Terms and/or your access to the Services immediately for any reason, including without limitation where we have reasonable ground to do so based on: (i) your breach of these Terms; (ii) a request by law enforcement or other government agency; (iii) our discontinuation of or material modification to the Services; (iv) an unexpected technical or security issue or problem; and (v) your inactivity. Termination of your account may include (i) removal of access to all offerings within the Services, (ii) deletion of User Content associated with or inside your account, and (iii) barring of further use of the Services. You agree that any such suspension, change or termination by us may be made in our sole discretion and that, to the extent permitted by applicable law, neither of us shall be liable to you or any third party for any suspension, change or termination of your account or access to the Services for any reason.
- Sections 2 (except for the first sentence of Section 2.2), 3.2.2, 3.2.3, 3.3, 4, 5, 6, 7, 8.2, 9, 10, and this Section 8.3 will survive any termination of these Terms.
- GOVERNING LAW; MANDATORY ARBITRATION
- PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO MANDATORY, BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
- These Terms will be governed by, and construed in accordance with, the laws of the United States and the State of Washington, without regards to the conflicts of law principles thereof. If any clause or provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such clause or provision shall not affect the validity of the remaining clauses or provisions of these Terms, including but not limited to the class action waiver. You expressly agree that if you dispute the validity or enforceability of the individual arbitration provision and/or class action waiver in these Terms, you shall bring such dispute in the courts of the State of Washington, and you expressly consent and agree to submit to the exclusive personal jurisdiction and venue of such courts.
- EXCEPT FOR DISPUTES THAT QUALIFY TO BE HEARD IN SMALL CLAIMS COURT, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU, ON THE ONE HAND, AND ANY OF MILA HEALTH OR ANY OF THE RESPECTIVE AFFILIATES, LICENSORS, OR SUPPLIERS OF EITHER OF US, ON THE OTHER HAND, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY.
YOU AGREE THAT MILA HEALTH AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU FURTHER AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY AND THAT CLASS ARBITRATIONS, CLASS ACTIONS AND OTHER REPRESENTATIVE ACTIONS ARE NOT PERMITTED. YOU HEREBY AGREE TO GIVE UP THE ABILITY TO BRING OR PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR ARBITRATION. - The arbitration will be administered by the American Arbitration Association (the “AAA”) under the Consumer Arbitration Rules (if you are a patient) or the Commercial Arbitration Rules (if you are not a patient) (the “Rules”) (available from the AAA at www.adr.org), as amended by these Terms. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to the parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will, to the extent required to make this Section 9 enforceable, pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. The arbitrator will be bound by these Terms, when not in conflict with applicable law, and the arbitrator’s decision will be binding and final, subject only to limited right of judicial review provided under the Federal Arbitration Act. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. If the arbitrator decides that either the substance of your claim or the remedy you asked for is frivolous or brought for an improper purpose, we may use the applicable Rules to determine whether you are responsible for the filing, administrative and arbitrator fees. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local government agencies or from seeking public injunctive relief in court where that right cannot be waived under applicable state law.
- GENERAL
- These Terms constitute the entire agreement between you and us relating to its subject matter and supersedes all prior agreements, undertakings, representations, warranties and arrangements of any nature relating to the same. Each party acknowledges that it has not been induced to enter into these Terms by any representation or warranty other than those contained in these Terms.
- You must not use, export or re-export the Services contrary to any law, including without limitation the Export Administration Regulations of the USA. You represent and warrant that (i) you are not located in a country that is subject to a US Government embargo or that has been designated by the US government as a “terrorist supporting” country; and (ii) you are not listed on any US government list of prohibited or restricted parties.
- Each of us may assign these Terms, in whole or in part without notice to you or your consent. No person who is not a party to these Terms (other than Company or any person specifically identified as a third party beneficiary) shall have any right under any law to enforce any term of these Terms, and no consent is required from any third party to change these Terms. Neither of us shall be in breach of these Terms or otherwise liable to you as a result of any delay or failure in the performance of either of our obligations under these Terms to the extent that such delay or failure is caused by any occurrence beyond either of our reasonable control including, but not limited to, any act of God, strike, war or sabotage, and the time for performance of the relevant obligation shall be extended accordingly. No failure or delay by either of us to exercise or enforce any right or benefit under these Terms shall be deemed a waiver of such right or benefit nor operate to prevent or limit the future exercise or enforcement of that right or benefit. If any term or condition of these Terms is held invalid, void or otherwise unenforceable by any court, governmental agency or authority of competent jurisdiction, the remainder of these Terms shall remain valid and enforceable.
The parties are independent contractors and nothing in these Terms shall be deemed to create any joint venture or agency relationship among the parties, and no party shall have the right to enter into any contract on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party.
Additional Terms for Apple’s App Store
In addition to the other terms set forth herein, the provisions of this section also apply to you if you obtained the Services via an app downloaded from Apple’s App Store (“App”). These additional terms should not be read to limit any other provision of these Terms and should not be interpreted to affect the meaning of any other provision of these Terms. You acknowledge that these Terms are between you and us only, not with Apple, and Apple is not responsible for the App. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple and Apple may refund any applicable purchase price for the App to you; but, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claim by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) any product liability claim; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, privacy, or similar legislation. Apple is not responsible for the investigation, defense, settlement or discharge of any third party claim that the App and/or your possession and use of the App infringes any third party’s intellectual property rights. You may access and use the App only on Apple-branded products that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service. You agree to comply with all applicable third-party terms when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereunder.
- CONTACT
If you have an inquiry regarding the functionality of the Services, you may contact Mila Health as follows:
Email: support@milahealth.com
If you have an inquiry about health related issues or questions during your use of the Services, please call or see your physician or other healthcare provider promptly.