Terms of Service

Introduction 

COMPASS HEALTH AI APPLICATIONS INC. (“COMPASS,” “we,” or “us”) is a data science company that analyzes physiological data for the purpose of helping individuals (“Customers”) understand and optimize their nutritional habits. 

COMPASS is committed to protecting your privacy and security. For more information you should review COMPASS’s Privacy Policy, which is incorporated into these Terms of Service by this reference, and, for those who have opted in to participate in any Research, the applicable Research Informed Consent form as well. 

Acceptance of Terms of Service 

These Terms of Service (“Terms”) govern your (“you” or “user”) access to and use of our products, optional research programs and other programs, software applications, including without limitation our website and mobile applications, and our services, including without limitation arrangement for collection of Self-Reported Health Information and Samples, data analysis of biological samples processed by third-party laboratories on your behalf and analysis of the results of such Sample analyses in connection with Self-Reported Health Information (all of the above, collectively, the “Service”) provided by COMPASS, Inc. or its Affiliates.   For the purposes of these Terms, “Affiliates” shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with COMPASS Inc. 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY COVER IMPORTANT INFORMATION ABOUT THE SERVICE PROVIDED TO YOU.  THESE TERMS INCLUDE INFORMATION ABOUT FUTURE CHANGES TO THESE TERMS, LIMITATIONS OF LIABILITY, A CLASS ACTION WAIVER, RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT AND AN AUTHORIZATION FOR COMPASS TO SIGN CERTAIN DOCUMENTATION ON YOUR BEHALF.  BY ACCESSING, BROWSING, PURCHASING, SUBSCRIBING TO OR USING ANY PART OF THE SERVICE, OR CLICKING TO ACCEPT OR AGREE TO THE TERMS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS, CONDITIONS, POLICIES, GUIDELINES AND DISCLOSURES INCORPORATED BY REFERENCE, AS IF YOU HAD SIGNED THEM. IF YOU ARE NOT WILLING TO BE OR CANNOT BE BOUND BY ALL OF THESE TERMS OF SERVICE, THEN DO NOT ACCESS, BROWSE, PURCHASE, SUBSCRIBE TO OR USE ANY PART OF THE SERVICE. 

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. 

Some aspects of the Service, such as optional participation in research programs, may be provided under separate agreements and consents between you and COMPASS. When you first participate in or use those Service features, you will be offered the opportunity to review and agree to the terms that govern those Service features. We may also require your acceptance of terms in informed consent forms applicable to participation in specific research programs. If there is a conflict between these Terms and specific terms in those legal terms and agreements applicable for a particular Service feature or the terms in informed consent forms for research participation, those terms will take precedence over these Terms with respect only to those specific Service features or the research participation. 

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY DISCONTINUE ACCESS AND USE OF THE SERVICE. YOUR ACCESS TO AND USE OF THE SERVICE, AND YOUR ACCOUNT WITH COMPASS, ARE CONDITIONED ON YOUR COMPLIANCE WITH THESE TERMS. IF COMPASS BELIEVES THAT YOU HAVE FAILED TO COMPLY WITH ANY OF THESE TERMS, IT HAS THE RIGHT TO TERMINATE YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR ACCOUNT WITH COMPASS IMMEDIATELY AND WITHOUT NOTICE. 

Revisions and Updates 

COMPASS reserves the right to change, revise, update, or modify these Terms or any policy or guideline incorporated in these Terms at any time and at its sole discretion. Any changes, revisions, updates, or modifications will be effective as of the date stated at the top of these Terms and by the posting by COMPASS on the Website, App, sending you an email or other notification. Your continued use of the Service following the posting of such changes, revisions, updates, or modified Terms will constitute your acceptance. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Service. You should review these Terms and any applicable policies from time to time to understand the most current Terms that apply to your use of the Service.  Except for changes by COMPASS as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and COMPASS. 

Ownership of Service and Materials 

The Service, and all designs, text, graphics, pictures, images, content, videos, information, data, and software contained in or comprising the Service (including COMPASS’s Website and Apps), except for the User Content as defined below (collectively, the “Materials”), is the property of COMPASS, COMPASS’s Affiliates or COMPASS’s licensors and are protected by copyright, trademark laws, patent, and other intellectual property laws in applicable jurisdictions. 

COMPASS is always trying to improve its Service, so the Service may change over time. COMPASS may suspend or discontinue any part of the Service, or it may introduce new features or impose limits on certain features or restrict access to parts or all of the Service. COMPASS reserves the right to remove any Materials or User Content from the Service at any time, for any reason (including, but not limited to, if someone alleges you contributed, uploaded or provided User Content in violation of these Terms), in our sole discretion, and without notice. 

Software Licence 

Authorized access 

Your rights in any COMPASS software you use (including the COMPASS Website and Apps) (“Software”) that is not accompanied by a separate license agreement are governed by and subjected to the license granted in these Terms. You may not copy, modify, create derivative works of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software unless otherwise specifically agreed in writing between you and COMPASS. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including without limitation for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by COMPASS for use in accessing the Service. Any rights not expressly granted herein are reserved. 

License to Use 

Subject to your compliance with these Terms, COMPASS grants you a limited, non-exclusive, revocable license to make personal, non-commercial use of the Service and the Materials. This license shall remain in effect until and unless terminated by you or COMPASS. You agree to use the Service for your own personal, non-commercial use and will not redistribute or transfer the Service or any of the Materials. 

You agree to abide by these Terms and not to use the Service or any part thereof in any manner not expressly permitted by these Terms. Except for the rights expressly granted to you in these Terms, COMPASS grants no right, title, or interest to you in the Service or the Materials. You shall not copy, modify, create derivative works of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any of the content of the Service or Materials, unless otherwise specifically agreed in a separate agreement between you and COMPASS. 

Any COMPASS Software used in the Service are licensed, not sold, to you, and COMPASS and its licensors retain ownership of all copies of the COMPASS Software even after installation on your personal computers, mobile devices, tablets, and/or other relevant devices. Third-party software (for example, open source software libraries) included in the COMPASS Service are licensed to you either under these Terms or under the relevant third-party software license terms as published in the help, about or settings section of the Software or on our website. 

Registration and Security 

When you create a COMPASS account (“Account”), you are required to provide certain Customer Information about yourself (e.g. name, email address, mailing address, password, and payment information) (collectively, “Customer Information”). You must provide accurate and complete Customer Information and update such information from time to time using your Account as necessary to keep your Customer Information current and accurate. You are responsible for maintaining the confidentiality of your Customer Information and password and for restricting access to such information and to your computer or other electronic devices. All activities that occur under your Account or password will be your responsibility. 

You agree to immediately notify COMPASS of any unauthorized use of your password or Account or any other breach of security. You agree that COMPASS will not be liable for any loss or damage arising from your failure to comply with this Section. 

At registration and at various stages of using the Service, you will be prompted to accept these Terms and Privacy Policy indicating your affirmative acceptance of these legal documents. 

Research Participation 

In addition to these Terms and Privacy Policy, if you choose to take part in Research you will also be prompted to read and accept a document known as a “Research Informed Consent”, which will explain what participation in that Research involves and, where necessary, ask you to consent to any additional processing that COMPASS may carry out with your Personal Data. 

Based on the personal information you have provided us if we identify you as a potential participant in Research, you agree that we may contact you through email or our Software or App for the purpose of sending you the applicable informed consent form for your acceptance that allows you to participate in Research. 

Unlawful and Prohibited Use Policy 

As a condition for using the Service, you represent and agree not to engage in any of the following activities: 

1. Non-personal use of the Service or the Materials; 

2. Resale of the Service or Materials; 

3. Distribution, public display or performance of any of the Materials; 

4. Copying, modifying or creating derivative works of any part of the Service or the Materials; 

5. Use of automated or similar means to download data from the Service, including without limitation crawlers, spiders, robots, or data mining tools; 

6. The download or copying (other than browser page caching) of any part of the Service, or any part of the Materials, except as expressly permitted by COMPASS; 

7. Attempt to gain unauthorized access to COMPASS’s servers or computer systems or to engage in any activity that disrupts, damages, disables, diminishes the quality of, interferes with the performance of, or impairs the functionality of, any part of the Service; 

8. Collection or harvesting of any personal information including, but not limited to, company and individual names, domain names or account names, from the Service; 

9. Using any part of the Service for unauthorized commercial solicitation purposes; 

10. Use of any part of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages; 

11. Impersonation, falsification of identity, or misrepresentation of your affiliation with any person or entity; 

12. Use of the Service where Service use is not permitted; 

13. Modify or disguise the origin of any content transmitted through the Service or Materials in a manner that leads to consumer confusion; 

14. Use any content in the Service or Materials, or any promotional materials for the Service, for unauthorized advertising, or in connection with any offer to sell or buy any goods or service except as permitted by law; 

15. Unauthorized use of branded trademarks, trade names, and key words associated with the Service or Materials in online media that amounts to false association and/or cause consumer confusion; 

16. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of COMPASS or our Service or Materials; 

17. Upload or transmit any content that you do not have a legal right to transmit (such as proprietary and confidential information, personal health information, content that infringes intellectual property rights of a third party, etc.); 

18. Violate these Terms, or any code of conduct or other guidelines which may be applicable for a particular area of the Service or have been provided or shared with you in connection with the Service; 

19. Use of the Service or Materials other than for their intended purpose; or 

20. Intentional or unintentional violation of local, state, national, or international law, or any regulations having the force of law. 

You represent and agree that you are solely responsible for, and COMPASS has no responsibility to you or to any third party for, any breach of your obligations under these Terms or for the consequences (including any loss or damage which COMPASS, COMPASS’s Affiliates or COMPASS’s licensors may suffer) of any such breach. In case of violation of any one or more of any of the terms and conditions of these Terms, or COMPASS has reasonable ground to suspect that you have violated any such terms or conditions, COMPASS has the right to suspend or terminate your Account and any or all current or future use of the Service or any Materials. You agree to defend, indemnify and hold harmless COMPASS and its Affiliates against any costs, damages, or liability arising out of any breach by you of any of the terms and conditions of these Terms. 

User Content 

Some features of our Service may include functionality enabling you to submit or post user content, whether publicly posted or privately transmitted, such as profiles, posts, emails, feedback, experiences, suggestions, notes, messages, photos, and videos (“User Content”) that may be made available to COMPASS and other users of the Service. You are solely responsible for all User Content that you choose to post or otherwise transmit to or through the Service. 

COMPASS has the right to refuse any User Content. You agree that COMPASS, at its sole discretion, has the right (but not the obligation) to screen, reject, retain, or remove any User Content, or any portion thereof, posted using the Service that it reasonably believes infringes COMPASS’s or any third party’s intellectual property or other rights, violates these Terms or our other COMPASS policies, or is otherwise objectionable. COMPASS reserves the right to disclose any User Content as necessary to satisfy any applicable law, regulation, legal process or governmental request. COMPASS has the right to suspend or terminate the Service at any time without preserving your User Content. 

In using the Service, you agree not to post any User Content that 

1. is false, deceptive, deceitful, misleading, unauthorized, unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, harmful to minors, fraudulent or otherwise objectionable; 

2. would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; 

3. may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; 

4. impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; 

5. contains private or confidential information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; 

6. contains viruses, spyware, malware, corrupted data or other harmful, disruptive or destructive files; 

7. may expose COMPASS to any harm or liability of any type;  

8. harasses, degrades, intimidates or is hateful toward an individual or group of individuals for any reason and especially on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; or 

9. disrupts, damages, disables, diminishes the quality of, interferes with the performance of, or impairs the functionality of, any part of the Service. 

By sending User Content, you grant COMPASS and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, freely transferable and sub-licensable (through multiple tiers) non-exclusive right to use, reproduce, modify, transmit, translate, publish, publicly perform, display, distribute, commercialize, share with third parties, transmit or distribute over public network and media, and create derivative works of such User Content for purposes specified in these Terms and of delivering the Service to you and other users of the Service. You represent and warrant that: 

10. you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content and to grant the rights granted in these Terms; 

11. the User Content is accurate and not misleading; 

12. distribution of the User Content you supply in accordance with your direction does not violate these Terms; and 

13. will not violate any rights of or cause injury to any person or entity. You hereby waive any moral rights you may have in such User Content under the laws of any jurisdiction. 

User Representations 

By accessing and using the Service, you agree to, acknowledge, and represent as follows: 

1. You understand that the test results, insights, recommendations, and information you received or learned from using the Service is not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of your health or treatment thereof in the absence of specific medical advice and clinical diagnosis; 

2. You understand that the Service, and Results thereof, are intended for research, informational, and educational purposes only, and that while this information might point to a possible diagnosis or treatment, they should always be confirmed and supplemented by specific medical and clinical testing results. You acknowledge that COMPASS urges you to seek the advice of your physician or other health care provider if you have questions or concerns arising from your Results; 

3. You give permission to COMPASS, its Affiliates, and its and their successors and assignees to perform the Service described in these Terms using the Samples and other materials and information (including without limitation the Self-reported Health Information) provided to COMPASS, and to disclose the Results of test and analyses to you and to others you specifically authorize; 

4. You are eighteen (18) years of age or older (or at least 19 years of age if you live in Alabama or Nebraska) with capacity to enter into binding contracts; 

5. Any Sample that you provide to COMPASS (or any of its Affiliates or any laboratories designated by COMPASS or any of its Affiliates) is yours; 

6. That you are aware that some of the results and information you receive may generate strong emotions; 

7. You take responsibility for all possible consequences resulting from your sharing with others access to your test results and Self-reported Health Information; 

8. You understand that by providing any Sample, Self-Reported Health Information, and having them processed, you acquire no ownership or licensing rights in any research or commercial products that may be developed by COMPASS, its Affiliates or its collaborating partners. You specifically understand that you will not receive any current or future compensation for any research or commercial products that include or result from use of your Samples, Self-reported Health Information, and test results; and 

9. You have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations. In case of breach of any one of these representations, COMPASS has the right to suspend or terminate your Account and refuse any and all current or future Service. You agree to defend and indemnify COMPASS and its Affiliates and successors against any liability, costs, or damages arising out of any breach of these representations. 

10. There may be other unknown risks to participation that are not foreseeable at present. 

Physician Authorization 

For the purposes of United States law, by accepting these Terms, you: 

• Authorize COMPASS to share your personal data (including Customer Information, Sample data, test data, Test Data, Self-reported Health Information, and any medical information) with physicians for the purpose of providing you the Service 
• Hereby authorize COMPASS to sign any documentation on your behalf to enable such services to be delivered 

You further agree as follows: 

“I hereby authorize COMPASS, to use and disclose health information about me in the manner and for the purposes described above with the physicians arranged by COMPASS use for such authorizations. This authorization applies to the use and disclosure of the following information about me: all information in requests submitted by me or about me with my consent and the clinic test values/results/information which are the result of the submitted requests. For avoidance of doubt, I specifically authorize the transfer and release of my information to, between and among myself and the physicians used by (a) COMPASS, Inc. and its affiliates and successors, their staff and agents; (b) clinics, their staff and agents if applicable, as arranged by COMPASS on behalf of customers; and (c) certain providers for the purposes herein, and as required or permitted by law. This authorization evidences my informed consent to allow release of my information to the physicians used by COMPASS for the purpose stated above.” 

I have the right to revoke this authorization in writing submitted to COMPASS at any time, for future use of my information. I understand that the revocation will not apply to any information already disclosed by and to the parties referenced in this authorization who have acted in reliance upon this authorization. Any revocation of such authorization will mean that you can no longer use the COMPASS Service. 

To revoke this authorization, I agree to submit my written revocation by email to COMPASS at [email protected] 

Nothing in the preceding acceptance affects your rights under the GDPR. Please see our Privacy Policy, which explains that we process all Personal Data about you relating to your health with your consent, which you agreed to when signing up to participate, and that we may not continue to process it if you withdraw consent, which you may do at any time. 

Health Disclaimers 

COMPASS DOES NOT OFFER PROFESSIONAL MEDICAL SERVICES OR ADVICE. THE SERVICE PROVIDED BY COMPASS, IN PARTICULAR THE RESULTS PROVIDED VIA THE WEBSITE AND APP, DOES NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS MEDICAL ADVICE OR OPINION. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED. USE OF THE SERVICE IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911. 

No Doctor-Patient relationship 

The Results provided by COMPASS are for informational purposes only. COMPASS is not a medical professional, and COMPASS does not provide medical services or render medical advice. Nothing contained in the Results should be construed as such advice or diagnosis. The information and reports generated by COMPASS should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the Service should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. YOUR USE OF THE SERVICE DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND COMPASS OR BETWEEN YOU AND ANY OF COMPASS’S AFFILIATES OR CONTRACTORS. 

If you are being treated for an illness, are pregnant, have any food-related allergies, taking prescription medication or following a therapeutic diet to treat a disease, you should consult your physician before using the COMPASS Service. You represent to COMPASS (which representation shall be deemed to be made each time you use the Service), that you are not using the Service or participating in any of the activities offered by the Service for the purpose of seeking medical attention. You further agree that, before using the Service, you shall consult your physician, particularly if you are at risk for problems resulting from exercise or changes in your diet. If any information you receive or obtain from using the Service that is inconsistent with the medical advice from your physician, you should follow the advice of your physician. 

Commercial Terms 

Fees & Charges 

COMPASS charges for your procedure.  

All charges are exclusive of sales and other taxes, and you are responsible for payment of any applicable taxes. The amount of tax that is due, or even whether tax is payable at all, may change from time to time. That may mean the amount you pay will also change. For example: 

If you pay in instalments, and sales tax increases or becomes due before you have paid all instalments, you may have to pay more in later instalments because sales tax has been added to them. 

In the interests of transparency, we pay CLIA approved laboratories for the tests we have carried out as follows: 

Billing & Payments 

1. Billing: We may collect payments from you directly or we may use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”). At present we use Stripe as our Payment Processor. The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to this Agreement. We are not responsible for any errors by the Payment Processor. You authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that we or the Payment Processor make even if we or the Payment Processor have already requested or received payment. 

2. Payment method: The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.  

3. Up-to-date information: You must provide current, complete and accurate information for your Billing Account when you order the COMPASS Service. You represent and warrant that you are authorized to use such a credit card or payment method. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our Payment Processor if your payment method is cancelled or if you become aware of a potential breach of security. Changes to such information can be made by contacting our support team via the in-app chat, or via [email protected]. If you fail to provide any such information, you agree that we may continue charging you for any unpaid fees under your Billing Account. You agree that we may pass your credit card information and related information about you and identify you to our designated service providers for their use in charging you for the Service ordered by you.  

Intellectual Property 

Trademarks 

All COMPASS trademarks, service marks, trade names, logos, domain names, and any other features of the COMPASS brand are the sole property of COMPASS, COMPASS’s Affiliates, or COMPASS’s licensors. These Terms do not grant you any rights to use any COMPASS trademarks or brand features whether for commercial or non-commercial use. Unless you have specifically agreed otherwise in writing with COMPASS, nothing in these Terms or Service gives you a right to use any COMPASS marks and you agree not to display or use COMPASS marks in any manner. 

You agree that you shall not remove, obscure, or alter any proprietary rights, marks, or notices that may be affixed to or contained in the Service. 
 

Copyright Policy 

COMPASS respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are provided to us in accordance with applicable law. If you believe that your copyrighted materials have been copied in a way that constitutes copyright infringement, please provide us with the following information: 

1. a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; 

2. identification of the copyrighted work claimed to have been infringed; 

3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; 

4. your contact information, including your address, telephone number, and an email address; 

5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 

6. a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. 

We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, COMPASS will also terminate a user’s account if the user is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing in connection with the Service can be contacted via: 

Email: [email protected] 

Warranty and Disclaimers 

THE SERVICE IS NOT A SUBSTITUTE FOR, AND DOES NOT PROVIDE, MEDICAL ADVICE OR CLAIM TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR ILLNESS. THE SERVICE, INCLUDING WITHOUT LIMITATION ANY INFORMATION ON COMPASS’S WEBSITE OR APPS, IS PROVIDED FOR EDUCATIONAL, INFORMATIONAL, AND ENJOYMENT PURPOSES ONLY WITH THE UNDERSTANDING THAT COMPASS IS NOT ENGAGED IN RENDERING MEDICAL ADVICE OR RECOMMENDATION, AND IS NOT TO BE USED FOR THE DIRECTION OF OR CARE OF INDIVIDUAL PATIENTS. 

THE SERVICE IS GENERAL IN NATURE AND IS NOT INTENDED FOR ANY PARTICULAR PURPOSE, INCLUDING, IN ANY WAY, TO BE A SUBSTITUTE FOR A MEDICAL EXAMINATION OR ANY PROFESSIONAL MEDICAL ADVICE, MEDICAL OPINION, DIAGNOSIS OR TREATMENT, SYMPTOM ASSESSMENT, OR HEALTH COUNSELING FOR ITS USERS. ALWAYS SEEK THE ADVICE OF APPROPRIATELY QUALIFIED AND REGULATED HEALTH PROVIDERS WITH ANY QUESTIONS YOU MAY HAVE WITH REGARD TO A SPECIFIC MEDICAL CONDITION FOR TREATMENT OF WHICH YOU ARE CONCERNED. IT IS IMPORTANT NOT TO DISREGARD OR DELAY SEEKING CONSULTATIVE ADVICE BECAUSE OF SOMETHING YOU HAVE READ OR VIEWED WHILE USING THE SERVICE. RELIANCE ON ANY INFORMATION PROVIDED BY THE SERVICE IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE SERVICE AND ITS INFORMATION. 

As is Service 

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPASS (AND ITS LICENSORS AND SUPPLIERS) DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE, AS TO THE SERVICE, INCLUDING WITHOUT LIMITATION INFORMATION, CONTENT AND MATERIALS OF THE SERVICE. COMPASS DOES NOT REPRESENT OR WARRANT THAT MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON THE SERVICE, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. COMPASS IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS IN ANY INFORMATION OR MATERIALS CONTAINED IN OR ON THE SERVICE OR ACCESSED THROUGH THE SERVICE. WHILE COMPASS ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SERVICE SAFE, COMPASS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS OF THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND NEUTRALIZE VIRUSES, SPYWARE, MALWARE, AND OTHER HARMFUL OR OTHERWISE UNDESIRABLE COMPONENTS WHEN ACCESSING THE SERVICE. 

Limitation of Liability 

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL COMPASS OR ANY OF ITS AFFILIATES, SUCCESSORS, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, CONSULTANTS, LICENSORS OR SUPPLIERS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO COMPASS IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION ANY FAILURES CAUSED BY ACTS OF GOD, WAR, TERRORIST ACT, GOVERNMENT REGULATION, GOVERNMENTAL TRAVEL ADVISORIES OR RESTRICTIONS, OR OTHER GOVERNMENT ACTS, CURTAILMENT OF TRANSPORTATION FACILITIES, RIOTS, DISASTER, FIRE OR OTHER CASUALTY, EPIDEMIC, PANDEMIC, POWER INTERRUPTION OR FAILURE, OR STRIKES OR OTHER LABOR ACTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.   

The Service may contain links or connections to third-party websites or services that are not owned or controlled by COMPASS. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that COMPASS is not responsible for such risks.  

COMPASS has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Service. In addition, COMPASS will not and cannot monitor, verify, censor or edit the content of any third-party site or service.  COMPASS encourages you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Service, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.  

Your interactions with organizations and/or individuals found on or through the Service, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that COMPASS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. 

If there is a dispute between users and any third party, you agree that COMPASS is under no obligation to become involved. In the event that you have a dispute with one or more third parties, you release COMPASS, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Service. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” 

Indemnification 

You agree to defend, indemnify and hold harmless COMPASS, its Affiliates, independent contractors, service providers and consultants, and each of their respective directors, employees, and agents, from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your use of the Service, including without limitation any actual or threatened suit, demand, or claim arising out of or relating to the use of customer content, Results supplied to you by COMPASS, your conduct, your violation of these Terms, or your violation of the rights of any third party. 

Arbitration Agreement 

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with COMPASS and limits the manner in which you can seek relief from COMPASS. Both you and COMPASS acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, COMPASS, any of its Affiliates’ or any of their officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof. 

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Boston, Massachusetts. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgement upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.  

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. COMPASS will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. COMPASS will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.  

(c) Small Claims Court; Infringement. Either you or COMPASS may assert claims, if they qualify, in small claims court in Suffolk County, Massachusetts or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.  

(d) Waiver of Jury Trial. YOU AND COMPASS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and COMPASS are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and COMPASS over whether to vacate or enforce an arbitration award, YOU AND COMPASS WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge. 

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor COMPASS is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (f) below.  

(f) Exclusive Venue. If you send the opt-out notice in (e), and/or in any circumstances where the foregoing arbitration agreement permits either you or COMPASS to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and COMPASS agree that any judicial proceeding (other than small claims actions) will be brought in the province or federal courts located in Ontario. 

(g) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with COMPASS. 

Miscellaneous 

Notices 

COMPASS Notices may be made via email. COMPASS may also provide notices of changes to these Terms by displaying them on the COMPASS website, mobile applications, or through any other part of the Service. Any notices that you provide without compliance with this section on Notices shall have no legal effect. Unless otherwise specifically provided for, any official notices to COMPASS related to these Terms must be sent to: 

Email: [email protected] 

Governing Law 

This agreement shall be governed by and construed in accordance of the laws of the Province of Ontario, Canada, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of the Service or these Terms shall be filed only in the state or federal courts located in Ontario and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action. 

Severability 

If any of these Terms should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be enforced only to the extent it is enforceable and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable. 

Non-assignment 

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Service Account, in any way (by operation of law or otherwise) without COMPASS’s prior written consent. COMPASS may transfer, assign, or delegate these Terms and its rights and obligations without consent. 

Relationship 

You agree that no joint venture, partnership, employment, or agency relationship exists between you and COMPASS. 

Waiver 

No waiver of any term, provision or condition of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. 

Force Majeure 

If the performance of any part of these Terms by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, epidemic, pandemic, acts of government, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes. 

Entire Agreement 

These Terms, together with the statement of consent you agreed to when you signed up and the Privacy Policy, constitute the complete and exclusive statement of the agreement between the parties with respect to the use of the Service, and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties with respect to the subject matter therein. 

No Third Party Beneficiaries 

Except as expressly set forth above regarding the arbitration agreement and your indemnification obligations, you and COMPASS agree there are no third-party beneficiaries intended under these Terms.