Terms of Service

Effective June 5th, 2023

Please read these Terms of Service with informed Consent (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the website located at www.tonohealth.com (the “Site”), the proprietary health platform and tools made available by Tono ("Tono Platform"), virtual medical care (“Virtual Visits”) and coordination of related in-person services accessible via the Site offered by Tono, Inc. (“Tono”). To make these Terms easier to read, the Site and our services, including Virtual Visits, are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND TONO THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 25 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. If Tono becomes aware of or contemplates an emergency, we may, but are not obligated to, secure from any hospital, physician, medical personnel and/or law enforcement personnel (“Emergency Responders”) any emergency treatment or response that we deem necessary for your immediate care in our sole discretion. You understand and agree that, if Tono takes any action to secure Emergency Responders on your behalf, you, and not Tono, will be solely responsible for payment of all services rendered and any other costs in connection with that treatment or response.

THE SERVICES MIGHT NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.

1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

2. Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information. Please refer to the Notice of HIPAA Privacy Practices of the applicable Medical Group (as defined in section 6) to learn about our privacy practices with respect to your Protected Health Information.

3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. Who May Use the Services? You may use the Services only if you are at least 13 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory), and not otherwise barred from using the Services under applicable law. If you are over 13 years of age but under the age of majority in your respective jurisdiction, you hereby represent and warrant that your parent or legal guardian has read these Terms, and accepts them on your behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Services, whether or not the parent or guardian has authorized such acts. Additionally, there are circumstances in which certain adult users of the Site may be eligible to use the Site to seek medical care for or on behalf of a person under the age of 18 (“Minors”). Tono reserves the right to request proof of age at any point so that it can verify that Minors are not using the Site without supervision by an authorized adult. If Tono believes that a Minor is using the Site without adult supervision, it may block the Minor from using the Site.

5. Account Registration and Security In order to access certain features of the Services or to become a member, you may have the ability to create an account or similar profile via the Site (“Account”). You may use the Services only for your own personal, non-commercial use. You agree that you won’t disclose your Account password to anyone and will use all reasonable means to secure your Account password and associated login credentials. You agree to notify us immediately of any unauthorized use of your Account, and you agree not to share your Account with any other person or otherwise permit any other person to use your Account, even on a temporary basis. You’re responsible for all activities that occur under your Account, whether or not you know about them. We may take actions we deem reasonably necessary to prevent fraud and abuse at any one time.

6. Your Relationship with Tono Tono is a technology company that makes available certain products and services to enable virtual delivery of medical care and coordination of related in-person services. In connection with the Services, Tono provides certain technological and other administrative support for its affiliated medical groups, including Tono Medical Services PC, Tono Medical Services PC, and Tono Medical Services PA (“Medical Groups”) that employ or contract with physicians and other healthcare professionals (“Providers”).

Tono acts solely as a technology platform to provide you with products and services offered through the Services, including connecting you with Medical Groups and the Providers who will provide the Virtual Visits. We do not control or interfere with the practice of medicine by Medical Groups or any Providers, each of whom is solely responsible for the medical care and treatment he or she provides to you. By accepting these Terms, you acknowledge and agree that Tono is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other healthcare provider-patient relationship with Tono directly. By using the Services, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with a Medical Group and/or one or more Providers.

By accepting the Terms, you understand that, Medical Groups and/or Providers may send you messages, reports, and emails via the Services regarding your diagnosis and/or treatment. You further understand and agree that it is your responsibility to monitor and respond to these messages, reports, and emails and that neither Tono nor the Medical Group or any Provider will be responsible in any way, and you will not hold Tono, any Medical Group or any Provider liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Medical Group or your Provider(s).

While you are not establishing a doctor-patient or other health care provider-patient relationship with Tono, by using the Services, you are establishing a direct customer relationship with Tono to use the products and services made available through the Services. In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy.

7. Disclosures Regarding Content and Virtual Visits. [a] The content of the Site is provided and intended for informational purposes only and for discussion with your healthcare provider, including Medical Groups and the Providers. Any advice or information provided through the content on the Site does not create a provider-patient relationship, is not an aid to making medical decisions, and is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. The advice or information provided through the content of the Site is not a substitute for professional medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site or because of information provided through the Services. If you think you may have a medical emergency, call your doctor or 911 immediately. RELIANCE ON ANY CONTENT PROVIDED ON THE SITE BY TONO, OTHERS APPEARING ON THE SITE AT THE INVITATION OF TONO, OR OTHER USERS OF THE SITE IS SOLELY AT YOUR OWN RISK.

[b] The Virtual Visits you receive from Providers through the Site should not be used as a replacement for professional guidance from your primary care provider or any other health care providers, and such Virtual Visits may not necessarily give rise to a provider-patient relationship or an ongoing treatment relationship. You are expected to seek follow-up or emergency care as needed or recommended by a Provider, and you should continue to consult with your primary care provider and/or any other health care providers as needed or recommended. Additionally, unexpected events may disrupt our electronic communication with you and we may not be able to contact you as quickly as we would like to due to uncontrollable circumstances. If you think you may have a medical emergency, call your doctor or 911 immediately. Moreover, please be aware that our Providers tailor their response to your specific situation, taking into account the information you have shared, and their response may not be appropriate for other similarly situated patients. The Providers who provide the Virtual Visits may make recommendations and/or arrangements for follow-up care, as appropriate, and you are welcome to access our Services for these follow-up visits. While the Services are intended to provide benefits such as convenient on-demand virtual access to Providers and the Services they provide, there do exist potential risks associated with the use of the Services.

[c] All Providers performing Virtual Visits through the Site hold licenses or certifications applicable to providing medical services that are issued by the applicable professional licensing or certification board in the state where you received the Virtual Visits. You acknowledge that the Providers that render medical care to you through the Services may be engaged by Medical Groups that are affiliated with Tono, and in connection with such affiliation, Tono and/or such Medical Group may have a financial interest in each other. Any information or advice received from a Provider comes from the Provider, and Tono is not responsible for the quality and appropriateness of any care that the Provider renders to you. While Tono may facilitate your selection of and communications with the Provider, it is the Provider providing the medical services or medical advice, and any provider-patient relationship is only between you and the applicable Provider, and not with Tono. You can report a complaint relating to any Services provided by a Provider by contacting the professional licensing board in the state where you received the Virtual Visit, or by contacting Tono directly. In a professional relationship, sexual intimacy is never appropriate and should be reported to the professional licensing board that licenses, registers or certifies the licensee. Any clinical records created as a result of your use of the Site and the Virtual Visits will be securely maintained by Tono and/or its service providers on behalf of the Provider with whom you consult, for a period that is no less than the minimum number of years that such records are required to be maintained under applicable state and federal law.

[d] Tono makes available virtual medical and mental health services provided by Provider to Site users. The terms “virtual care” or “telehealth” or “telemedicine” generally refer to healthcare services that are provided to a patient in one location by a professional in a distant location facilitated through the use of some form of telecommunications technology, such as synchronous, interactive audio-video interfaces and/or asynchronous store-and-forward modalities. Telehealth technologies may also involve the electronic transmission of your medical records, images, personal health information, or other data between you and a health care provider. The information exchanged between our Providers and you may be used for diagnosis, therapy, treatment, follow-up care, consultation, care advocate services, education, care management and/or self-management of your health care.

[e] As with any type of health care services, there are potential risks associated with the use of virtual care services, including the Virtual Visits provided through the Site:

(i) Information available to the Providers may not be sufficient to make a correct diagnosis or other professional decisions. For example, there could be limitations in the information transmitted to the Provider and access to your complete medical records, which could lead to incorrect assessments or other adverse reactions. Also, information that can be obtained only by in-person, physical examination or by being physically present with the patient will not be available. In some cases, the Provider may conclude that the information transmitted is not sufficient (e.g., poor resolution of images) or on some other basis the nature of your issue is such that it does not allow for the Services to be provided appropriately by the Provider without an in-person evaluation.

(ii) Telehealth and virtual care rely on electronic communications and devices. Any technical failure or power outage could therefore delay or disrupt such communications and hinder, delay or erase Tono’s and its Providers’ ability to assist you. These limitations could result in incorrect assessment or diagnosis, which in turn could lead to care that is not helpful, or that could be harmful or cause other problems. Providers performing Virtual Visits through the Site are aware of these limitations and take them into account in making professional decisions within the scope of their practice or care advocate services, but the risk of error nevertheless exists.

(iii) Although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail, and there could be a breach of privacy of your health information. Unfortunately, the transmission of information via the internet is not completely secure. Although we take commercially reasonable steps designed to protect your personal information, we cannot guarantee the security of your personal information transmitted to, or through, our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures employed by the Services. Please see our Privacy Policy (https://tonohealth.com/privacy-policy/).

(iv) In some cases, applicable laws may prevent Providers from providing the Services you desire through the Site. When that is the case, the Provider will refer you to an appropriate provider who can provide the services you desire.

(v) Since telehealth and other forms of virtual care remain relatively new approaches to care, risks not yet identified, possibly significant, could also exist.

(i) You are under no obligation, of course, to obtain virtual care. You may obtain care through conventional, in-person services instead of or in addition to these Services. Please feel free to provide feedback to Tono should you become concerned that our virtual care may be insufficient for your needs.

8. Limited Use and Availability

The Tono Platform is available in all fifty states, however certain aspects of our Services, such as professional services provided by Providers or Medical Groups, including Virtual Visits, are currently only available to individuals who are located in California, Illinois, Georgia, Colorado, Wisconsin, Washington, Ohio, Indiana, Utah, Louisana, Michigan, Virginia, Pennsylvania, North Carolina, Kansas, Maryland, Florida and New York (the "Available States"). In order to use the Service, you must be located in one of the Available States. Our Services may be subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

In some cases, the Services may not be the most appropriate way for you to track or manage your health and wellness, or provide information to, communicate with or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Provider, or your Provider may determine that your diagnosis and/or treatment require an in-person office visit or are otherwise not appropriately addressed through use of the Services. In such a case, you may receive notification that you will be unable to use the Service for the particular issue you submitted and be provided with additional information regarding next steps. In some situations, Tono, Providers or the Medical Group may make referrals to healthare providers that are unaffiliated with Tono, Providers or Medical Groups, although you are not required to accept any such referrals. To the extent you do choose to receive care from such referred provider, Tono, Providers and Medical Groups discalim all liability regarding any goods or services you may receive from such a provider.

9. Feedback. We appreciate feedback, comments, testimonials, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you. Tono will not publish your name or other identifying information in connection with any testimonial unless you have given us your prior approval. Tono may republish any publicly available review, comment, or testimonial about Tono or the Services on the Site or in other media.

10. One-Time Payments and Subscriptions. Tono and its affiliates charge a fee for access to certain features of the Services. You may purchase a subscription (“Subscription”) and as necessary make one-time payments (e.g. for additional labs or pharmacy services/shipments) (each a “One-Time Payment”) for such use. The Subscription fee covers costs associated with personal services that enhance your healthcare experience, tools to facilitate access to healthcare services, and certain Virtual Visits or aspects thereof, but are typically not covered by or billed to insurance. Services provided under the Subscription include higher-touch personal services such as insurance and billing navigation, advice on provider selection, specialist booking and referral management, improved connection to our services team, digital tools for easy access to Tono services, as well as lifestyle and wellness offerings. PAYMENT OF THE SUBSCRIPTION FEE IS NOT A REQUIREMENT TO RECEIVE MEDICAL SERVICES FROM MEDICAL GROUPS OR PROVIDERS AFFILIATED WITH TONO. There are options for accessing medical services, such as requesting a financial needs-based waiver or requesting limited access to Providers without the benefits of Tono’s value-added Subscription-based Services or digital tools facilitating access to Services and care. To learn more about the Subscription fee and the alternative options, contact us at support@tonohealth.com. [a] General. Whether you make a One-Time Payment or purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars. [b] Assignment of Benefits. In certain situations, your health plan may cover all or a portion of your use of the Services. If you provide information about your health insurance or health plan, that will be deemed your authorization for us to submit claims for covered medical services to your health insurer or health plan. You hereby assign or otherwise authorize payment of medical benefits to us for the medical services provided to you. You authorize the release of any medical or other information necessary to process any claims for the medical services provided. You further understand and accept your financial responsibility for any portion of the bill not covered by your health insurer or health plan. SUBMISSION OF CHARGES DOES NOT WAIVE OUR RIGHT TO SEEK PAYMENT DIRECTLY FROM YOU. In the event that your health plan covers any portion of the Services and makes payment to Tono, a Medical Group or Provider for a given Transaction, your payment obligation for such Transaction will be reduced by the amount your health plan actually paid to us. You shall be responsible for any fees that your health plan does not cover, such as copays, deductibles, and coinsurance. We may ask you to provide insurance information, including your insurer, ID number, RxBin number, and RxPCN number. [c] Subscriptions. You Subscription term will be three (3) months and will automatically renew at the end of each Subscription term unless you cancel your Subscription as set forth below in Section 10(d). If you purchase a Subscription, you will be charged a monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE TONO TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month on the day of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. No less than fifteen (15) days and no more than thirty (30) days before your Subscription term ends, or otherwise in accordance with applicable law, Tono will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Tono. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms. Please note that Subscription fee is not a covered benefit under most health insurance plans or other healthcare benefit plans such as the Health Saving Account or Flexible Spending Account. As a result, you acknowledge that you may not be able to submit the Subscription fee for coverage under your insurance or benefit plan, and as such, you will be responsible for the cost of such Subscription fee. [d] Cancelling One-Time Payment or Subscription. With regard to all Transactions, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription term. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION TERM AT THE TIME OF CANCELLATION. To cancel, you can send an email to support@tonohealth.com or cancel via the account management page of the Site. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription term. If you cancel, your right to use the Services will continue until the end of your then current Subscription term and will then terminate without further charges.

11. Appointments: Missed/Late Cancellation You understand and agree that if you do not show for your appointment or you cancel your appointment with less than 24 hours’ notice, you may be charged a fee for a missed/late cancelled appointment.

12. Free Trials and Other Promotions

ANY TRIAL OR PROMOTION (“TRIAL”) THAT PROVIDES FULL OR PARTIAL SUBSCRIPTION ACCESS TO THE SERVICES IS MADE AVAILABLE ONLY TO INDIVIDUALS 18 YEARS OF AGE OR OVER (“TRIAL PERIOD”). YOU MAY ONLY USE THE TRIALS FOR YOUR PERSONAL, NON-COMMERCIAL USE. YOU UNDERSTAND AND AGREE THAT TRIALS DO NOT APPLY TO BILLABLE MEDICAL SERVICES BY ANY MEDICAL GROUP OR PROVIDER. YOU FURTHER UNDERSTAND AND AGREE THAT MEDICAL SERVICES SOUGHT DURING THE TRIAL (INCLUDING WITHOUT LIMITATION, IN-OFFICE CARE, BILLABLE VIRTUAL VISITS AND THIRD PARTY SERVICE (E.G. FOR LABS OR PRESCRIPTIONS)) WILL REMAIN BILLABLE DURING THE TRIAL PERIOD, AND MAY BE BILLED TO YOU OR YOUR INSURANCE AS APPLICABLE.

Your Subscription to the Services may begin with a free trial. Free trial, if available, is only available on the specified terms. You may be required to provide your credit card and insurance information when registering for or during the Trial. Subscription fees will be waived or discounted during the Trial period in accordance with the specified terms.

IF YOU DO NOT WISH TO BE CHARGED A SUBSCRIPTION FEE, YOU MUST CANCEL YOUR TRIAL SUBSCRIPTION BEFORE THE END OF THE TRIAL PERIOD. NO LESS THAN FIFTEEN (15) DAYS AND NO MORE THAN THIRTY (30) DAYS BEFORE YOUR TRIAL PERIOD ENDS, OR OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, WE WILL SEND YOU A REMINDER, BUT YOU MAY CANCEL ANYTIME VIA THE ACCOUNT MANAGEMENT PAGE OF THE SITE OR YOU CAN CONTACT US AT SUPPORT@TONOHEALTH.COM. IF YOU CANCEL PRIOR TO THE END OF THE TRIAL PERIOD BUT ARE INADVERTENTLY CHARGED THE MEMBERSHIP FEE, PLEASE CONTACT US AT SUPPORT@TONOHEALTH.COM FOR A REFUND.

IF YOU ARE A RESIDENT OF A COUNTRY OTHER THAN THE UNITED STATES (U.S.), ANY TRIAL MAY BE USED ONLY WHILE YOU ARE PHYSICALLY LOCATED IN THE U.S. AND ITS TERRITORIES. SUCH TRIAL WILL AUTOMATICALLY TERMINATE UPON YOUR DEPARTURE FROM THE U.S. AND ITS TERRITORIES. YOU UNDERSTAND AND AGREE THAT YOU ARE NOT AUTHORIZED TO ACCESS THE SERVICES FOLLOWING SUCH TERMINATION, AND THAT NON-U.S. RESIDENTS MAY NOT USE THE SERVICES OUTSIDE OF THE U.S. AND ITS TERRITORIES.

13. Pharmacy Services. If you receive a prescription as a result of the Services, you may select a pharmacy that is either owned by Tono or an affiliate or partner of Tono (collectively, the “Tono Pharmacies”) to ship your prescription. You give us consent to send and disclose to the Tono Pharmacies all information provided by you, health care records, and other applicable health care information and personal information (such as your name, location and demographic information) so that you may receive pharmacy services. You may have the opportunity to select pharmacy services that involve the administration of at-home medications, and if you select this option, you agree to receive such at-home pharmacy services as directed by your Provider from the Tono Pharmacies or their partners. You acknowledge and agree that your Subscription Fee does not include the cost of any pharmacy services provided by the Tono Pharmacies and that Tono is not responsible for any such costs. If you elect to use the Tono Pharmacies to fulfil any prescriptions provided by Providers through the Services, you acknowledge that your medication, if approved, will not be shipped in child-resistant packaging and that you must keep it out of the reach of children.

14. Laboratory Testing. Your Providers may periodically request laboratory testing (e.g. bloodwork) to be collected and/or performed by a Tono affiliate or partner (“Tono Lab Partner”). Your lab sample will be collected, processed, and tested by one or more Tono Lab Partners. You acknowledge and agree that your Subscription Fee does not include the cost of any laboratory services provided by the Tono Lab Partner and that Tono is not responsible for any such costs and such Tono Lab Partner may bill your insurance directly, if applicable. Your lab samples, once submitted to and analyzed by the labs, are processed in an irreversible manner and cannot be returned to you.

15. Your Content.

[a] User Content. Our Services may allow you to submit, store, or share information, data, or content such as text (in posts or communications with Providers or others), files, assessments, self-report measures, lab samples, laboratory results, prescriptions and pharmaceutical documents, medical records, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content.” Tono does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

[b] Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Tono a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, improving and providing the Services.

[c] Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Tono on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. [d] Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. Even upon termination of your account, Tono will retain and maintain your medical records, which will not be removed from the Tono system/platform. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. [e] Tono’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

16. Service Text Messages. If you provide your cellular phone number to Tono (either online or via text message) and agree to receive communications from Tono, Medical Groups and Providers you specifically authorize Tono to send text messages or calls to your phone. You are not required to consent to receive text messages or calls as a condition of filling your prescriptions and may opt out of such messages. You can opt out of receiving text messages by responding “STOP” to any text message you receive from Tono, Medical Groups and Providers.

17. General Prohibitions and Tono’s Enforcement Rights. You agree not to do any of the following:

[a] Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances

[b] Use, display, mirror or frame the Services or any individual element within the Services, Tono’s name, any Tono trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Tono’s express written consent;

[c] Access, tamper with, or use non-public areas of the Services, Tono’s computer systems, or the technical delivery systems of Tono’s providers;

[d] Attempt to probe, scan or test the vulnerability of any Tono system or network or breach any security or authentication measures;

[e] Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Tono or any of Tono’s providers or any other third party (including another user) to protect the Services;

[f] Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Tono or other generally available third-party web browsers;

[g] Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

[h] Use any meta tags or other hidden text or metadata utilizing a Tono trademark, logo URL or product name without Tono’s express written consent;

[i] Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

[j] Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

[k] Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

[l] Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail- bombing the Services; [m] Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

[n] Impersonate or misrepresent your affiliation with any person or entity;

[o] Stalk or harass any Tono employee or Provider either through or outside your use of the Services;

[p] Report false or fictitious emergencies, whether relating to yourself or others;

[q] Violate any applicable law or regulation; or

[r] Encourage or enable any other individual to do any of the foregoing.

Tono is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

18. DMCA/Copyright Policy. Tono respects copyright law and expects its users to do the same. It is Tono’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Tono’s Copyright and IP Policy at [https://tonohealth.com/digital-copyright/], for further information.

19. Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

20. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at support@tonohealth.com or canceling via the account management page of the Site, whereupon Tono will remove your access to the Tono platform and Services, and Tono will cease proactively contacting you. However, Tono, Medical Group and Providers will retain and maintain your medical records on the Tono Platform for the length. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 10(a), 10(c), 10(d) (only for payments due and owing to Tono prior to the termination), 15(b), 15(c), 15(e), 16, 20, 21, 22, 23, 24, 25 and 26.

21. Warranty Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. General advice posted to the Site or relayed through the Services is for informational purposes and is not intended to replace or substitute any medical service or specific professional advice, including those Tono and/or its Medical Groups or Providers may provide to you during Virtual Visits. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

22. Indemnity. You will indemnify and hold Tono, Medical groups, and Providers and Tono's officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

23. Limitation of Liability.

[a] TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TONO NOR ITS SERVICE PROVIDERS, INCLUDING MEDICAL GROUPS AND PROVIDERS, INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TONO, MEDICAL GROUPS, PROVIDERS OR OTHER SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

[b] TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TONO’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO TONO FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO TONO, AS APPLICABLE.

[c] THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TONO AND YOU.

24. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 25 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Tono are not required to arbitrate will be the state and federal courts located in New York County, and you and Tono each waive any objection to jurisdiction and venue in such courts.

25. Dispute Resolution.

[a] Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Tono agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Tono are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

[b] Exceptions. As limited exceptions to Section 25(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

[c] Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

[d] Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

[e] Injunctive and Declaratory Relief. Except as provided in Section 25(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

[f] Class Action Waiver. YOU AND TONO 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, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

[g] Severability. With the exception of any of the provisions in Section 25(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

26. General Terms.

[a] Reservation of Rights. Tono and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

[b] Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Tono and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Tono and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Tono’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Tono may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

[c] Notices. Any notices or other communications provided by Tono, Medical Groups or Providers under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

[d] Waiver of Rights. Tono’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Tono. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

27. Contact Information. If you have any questions about these Terms or the Services, please contact Tono at info@tonohealth.com.

INFORMED CONSENT TO TELEHEALTH AND VIRTUAL VISITS

  • I am either: (i) the patient seeking the Virtual Visits and/or the Services; (ii) the legal guardian or personal representative of such patient; or (iii) the general, durable or healthcare power of attorney of such patient (collectively, “I,” “me,” or “my”).

  • I am over the age of 18.

  • I am not under the influence of any medications or other substances that could impair my understanding of the information in these Terms. I have had sufficient time to read and understand the information provided above regarding the Services, including the Virtual Visits. I have had the opportunity to discuss this consent with my treating Provider providing Virtual Visits through Tono. I have been given all of the opportunity I require to ask any and all of my questions, and such questions have been answered to my satisfaction in words I understand.

  • I grant my permission for Virtual Visits and/or other Services to be performed by my Provider using remote electronic communications, such as audio and/or video communications, specifically through use of the Site, where such medical care may include diagnosis, consultation, treatment, and transfer of electronic medical records and exchange of medical data. I authorize Tono, Medical Group and the Provider to release the information gained from the Services to my primary care physician(s), health care provider, and insurance company (to assist with claim reimbursement if relevant). I understand and agree that the information in this file will be kept for a period that is required by applicable federal and state law. Additionally, I understand that other medical personnel and non-medical technical personnel may join the Virtual Visit virtually to aid in the delivery of medical care to me by a Provider.

  • I understand and agree that, as part of the Virtual Visit, I may not be able to select a specific Provider. Further, I understand and agree that, due to emergencies, scheduling, and other circumstances, Tono or Medical Group cannot warrant or otherwise guarantee, and does not warrant or otherwise guarantee, that I will have access to the Provider, including any specific Provider.

  • I acknowledge and accept that the physical examination portion of the Virtual Visit, if any, will be delivered wholly virtually through the Site in reliance upon video, images, telephone consultations, medical records and/or otherwise, which may be recorded. I accept this, with full knowledge, of all potential benefits and consequences from virtual care and deem this method of physical examination appropriate and complete, but I may not, because as with all medical or health care services provided, no results or outcomes can be guaranteed. In fact, as with all medical or health care services provided, I may be subject to virtual care that may cause some harm, including potentially serious harm.

  • I understand that a variety of alternative methods of medical care may be available to me, and that I may choose one or more of these at any time. The Provider has explained these alternatives to my satisfaction.

  • I acknowledge that, in the exercise of their clinical judgment, a Provider may determine: (1) that the nature of my problem is such that it is not professionally appropriate to assist me with that problem through virtual care; or (2) that it may not be lawful for the Provider to diagnose or treat me virtually; or (3) both. Should the Provider make any such determination that they will be unable to assist me virtually, he/she will confer with me about other possible approaches to handling my medical problems, such as referring me to my primary care physician.

  • I understand that it is my duty to inform my primary care provider of any electronic interactions regarding my health care that I may have with other health care providers to ensure my provider has my full clinical background when making treatment decisions.

  • I will provide my Provider, Medical Group and Tono with the names and contact information for other relevant healthcare providers for me, and my Provider may communicate with them. It is my responsibility to provide accurate information and to keep it updated.

  • I understand that it is my choice to have someone else present during a Virtual Visit, and that anyone who sits in on the virtual session will have access to my healthcare information and my confidentiality may not be guaranteed. I understand that if I include any third party on an electronic exchange with Tono, Medical Group or Provider, I am granting permission for such person to communicate my health information with that third party. Tono, Medical Group and/or the Provider will not initiate inclusion of any third party on an electronic exchange. I acknowledge that Tono, Medical Group and/or the Provider is not responsible for any breach of confidentiality made by any person present I invite to be present during a visit, or added by me as a third party.

  • I give permission to Tono, Medical Group and/or Provider to photograph of me or record my Virtual Visit in furtherance of my care. These photos or video recordings will not be published without my express consent, but they may be shared with my primary care physician or other healthcare provider that I listed and provided to Tono.

  • I understand that virtual care may involve electronic communication of my personal medical information to other medical professionals who may be located in other areas, including out of state. I understand that the laws that protect privacy and the confidentiality of medical information also apply to virtual care, and that no information obtained in receiving virtual care, which identifies me, will be disclosed to researchers or other entities without my consent. I also acknowledge, however, that the security and privacy of electronic communications cannot be guaranteed.

  • I have read and understand the Privacy Policy and the Notice of Privacy Practices.

  • I understand that I have the right to inspect all information obtained and recorded in the course of a virtual care interaction, and may receive copies of this information for a reasonable fee.

  • I understand that I have the right to withhold or withdraw my consent to receive Virtual Visits at any time, without affecting my right to future care or treatment.

  • Neither Tono nor any third party is liable for any professional or other advice I obtain from Medical Groups, a Provider via the Virtual Visit, or for any information obtained through the Service. I acknowledge my reliance on any Provider, or information provided by the Virtual Visit, is solely at my own risk and I assume full responsibility for all risk associated therewith. I hereby certify that I am physically located in the state I have entered as my current location for the Virtual Visit. I acknowledge that my ability to access and use the Site, including the Virtual Visits, is conditioned upon the truthfulness of this certification, and that the Medical Groups and Providers I access through the Site and Virtual Visits are relying upon this certification in order to interact with me. In the event that my certification is inaccurate, I agree to indemnify Tono, Medical Groups and the Provider I interact with from any resulting damages, costs, or claims.

  • By acknowledging “I AGREE,” I hereby authorize Tono, Medical groups and any Provider performing Services through the Site to provide care to me virtually in the course of my engagement and treatment, as applicable.

  • I agree that my electronic agreement to these Terms is equivalent to the signature of a patient. I understand a copy of this consent form is available by printing this document or by request.