DO NOT USE THE SERVICES IF YOU HAVE A MEDICAL EMERGENCY. IF YOU ARE HAVING A MEDICAL EMERGENCY, PLEASE DIAL 911 OR GO IMMEDIATELY TO THE EMERGENCY ROOM.
These Terms of Service (“Terms”) govern your access to and use of the Soha Health LLC (“Soha”, “we”, or “us”) website, located at https://www.joinsoha.com (the “Website”) and the Soha mobile applications and services that facilitate direct access to certain women’s health services provided by physicians who are contracted with or employed by affiliated physician practices (the “Physician(s)”) who may order certain prescription medications and other products from Soha’s affiliated pharmacies and pharmacy partners, and for the payment of these services (collectively, the “Services”).
Please read these Terms carefully. By clicking “I accept,” “I agree,” or similar when the option is presented to you, or by accessing or using the Services, you agree to these Terms. If you do not agree to these Terms, you are not allowed to use the Services.
WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: WHILE THERE ARE IMPORTANT POINTS THROUGHOUT THESE TERMS, PLEASE NOTE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS ON OUR LIABILITY ARE EXPLAINED IN SECTION 12.
DISPUTE RESOLUTION: UNLESS YOU TIMELY OPT-OUT OF ARBITRATION IN ACCORDANCE WITH THESE TERMS, YOU AND WE AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR YOU AND THE MEDICAL PRACTICE, PHYSICIANS OR PHARMACIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION AND YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH IN SECTION 13. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION IN SECTION 13.
Privacy: For more details about how we handle personal information, please review our Privacy Policy.
Section 1: Basic Terms
SOHA HEALTH LLC IS NOT A HEALTHCARE PROVIDER. Soha acts as a technology platform to connect registered users of the Services with Physicians and pharmacies for medical consultations and dispensing of medications prescribed by the Physicians. Soha is not a health care provider or pharmacy and does not offer or provide any medical advice, treatment recommendations, or pharmacy services. You acknowledge that you are not entering into a physician-patient relationship with Soha, and that Soha is not liable for any advice, medical care, or treatment you receive by the Physicians or pharmacies affiliated with Soha (“Pharmacies”) or for any consequences, injury or harm that may result therefrom.
Physicians employed or under contract with Soha’s affiliated physician practice(s) (the “Medical Practice”) provide specific medical consultations through the Services. Soha does not own the Medical Practice, nor does Soha control the practice of medicine by the Medical Practice or its Physicians. The content of the Services and the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by Soha.
We do not control or interfere with the practice of medicine by the Medical Practice or any Physicians, each of whom is solely responsible for directing the medical care and/or treatment they provide to you. By accepting these Terms, you acknowledge and agree that Soha is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other health care provider-patient relationship with Soha. By using the Services, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with the Medical Practice and/or one or more Physicians. Further, we do not control or interfere with any professional service provided by the Pharmacies, each of which is solely responsible for their provision of professional services rendered via the Services.
By accepting these Terms, you acknowledge and agree that the Medical Practice and/or Physicians may send you messages, reports, and emails via the Services regarding your results, diagnosis and/or treatment. You understand and agree that Soha is not responsible for the security or privacy of communications services you use to receive the aforementioned messages, reports, and emails sent via the Services. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither Soha nor the Medical Practice nor any Physician will be responsible in any way and you will not hold Soha, the Medical Practice or any Physician 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 Practice or your Physician(s).
By accepting these Terms, you acknowledge and agree that any services you receive from the Pharmacies, the Medical Practice or Physicians through the Services are also subject to these Terms, and that the Pharmacies, the Medical Practice, and the Physicians are third party beneficiaries of these Terms.
You are responsible for verifying that any information you provide to Soha or a treating Physician is accurate and complete. Soha will not be liable for any damages or losses that occur as a result of untruthful, inaccurate or otherwise incomplete information. The Services are not a substitute for in-person treatment or advice of your primary care physician or other health care providers. The Services facilitate medical consultations limited to diagnosis and treatment of certain women’s health issues, and not for any other medical or health issue. If you are not feeling well, contact your primary care physician.
EXCEPT FOR INFORMATION YOU RECEIVE DIRECTLY FROM A PHYSICIAN RELATED TO YOUR SPECIFIC MEDICAL CONDITION, ALL CONTENT AVAILABLE THROUGH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. YOU SHOULD ALWAYS TALK TO AN APPROPRIATELY QUALIFIED HEALTH CARE PROFESSIONAL FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH MEDICATIONS OR TREATMENT MAY BE APPROPRIATE FOR YOU. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING IN-PERSON CARE FROM YOUR DOCTOR OR OTHER QUALIFIED PROFESSIONAL BECAUSE OF INFORMATION AVAILABLE ON THE SERVICES.
Telehealth involves the delivery of health care services using electronic communications, information technology or other means between a healthcare provider and a patient who is not in the same physical location. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. Telehealth services are not a substitute for in-person care in all cases. In order to use the Services, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Patient Consent”) that will be provided to you via the Services. You agree that Soha is a third-party beneficiary of the Patient Consent and has the right to enforce it against you.
Prescription Fulfillment Services. Certain products available through the Services require a valid prescription by a licensed healthcare provider. You will not be able to obtain a prescription product unless you have completed a consultation with one of the Physicians, the Physician has determined the prescription product is appropriate for you, and the Physician has written a prescription. Completing an intake, consultation, account registration, payment process, subscription enrollment, or order request does not guarantee that a Physician will prescribe any medication or that any particular medication, dosage, refill, treatment, or product will be available or clinically appropriate.
By using our Services, you agree that any prescriptions that you acquire from a Physician will be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription.
Certain prescriptions can be filled through one of the Pharmacies by using the Services. By default, prescriptions will be routed to a Pharmacy for fulfillment and home delivery. You agree and understand that your prescription(s) may be filled by and transferred between any of the Pharmacies, and you agree that the Services may do so on your behalf. Not all prescriptions fulfilled by the Pharmacies use child-resistant packaging and your prescription product may not be dispensed in a child-resistant container. If you would like a prescription sent or transferred to a different pharmacy, contact support@joinsoha.com; Soha will make reasonable efforts to assist you and will facilitate your request where required by applicable law. Not all pharmacies are able to fill all prescriptions. Some prescriptions available through the Services may require compounding or other pharmacy services that your selected pharmacy may not offer. If a Physician prescribes a compounded medication, the medication must be prepared by a licensed compounding pharmacy that is able to fill that prescription. Compounded medications are prepared for a specific patient based on a licensed prescriber’s prescription and are not reviewed or approved by FDA for safety, effectiveness, or quality in the same manner as FDA-approved drugs. If you choose a pharmacy other than the Pharmacies, the Physician may send the prescription to your selected pharmacy, but you will be responsible for obtaining the prescription product from that pharmacy and paying that pharmacy directly. In that case, you will not be charged a Subscription Fee (defined below) for that prescription unless and until you transfer fulfillment to a Pharmacy through the Services. Soha is not responsible for the availability, pricing, fulfillment timing, counseling, dispensing, or other pharmacy services provided by a pharmacy you select outside the Pharmacies, except to the extent required by applicable law. If you later transfer your prescription from a local pharmacy to the Pharmacies, the cost of medication and pharmacy fulfillment will be charged as your Subscription Fee beginning with the next billing cycle. To facilitate the products and services you request through the Services, you understand that Soha may share information you provide through the Services, including relevant health-related information and personal information, with the applicable Medical Practice, Physicians, Pharmacies, your selected pharmacy, and service providers, as described in our Privacy Policy and any applicable clinical or pharmacy notices.
Certain prescription products available through the Services are “Third-Party Goods and Services” as described in the Third Parties; Release subsection of Section 12 of these Terms.
Some of the products available on the Services might not require a prescription, in which case, you may purchase the products following your account registration without a medical consultation.
Section 2: Eligibility to Use the Services
The professional medical services and prescription fulfillment facilitated through the Services are available only when you are physically located in a state where the applicable Medical Practice, Physician, and Pharmacy are authorized to provide the relevant services.
You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you can form a binding contract with Soha and are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdiction. The Services are not available to individuals under the age of eighteen (18). You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.
By visiting, accessing, registering with or using the Services, you are (a) representing and warranting to us that you are at least eighteen (18) years of age or older or at least the age of majority in your jurisdiction of residence, if higher than eighteen (18); (b) representing and warranting to us that when you use the Services to consult with a Physician, you are located in the same state as the shipping address you provide in your account at the time that you conduct such consultation; (c) agreeing to comply with all applicable laws in visiting, accessing, registering with or using the Services; and (d) agreeing that you will only use the Services for lawful purposes. Our Services are subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.
The form and nature of the Services are always evolving, and may change from time to time without prior notice to you. In addition, Soha may decide to temporarily or permanently stop providing the Services, or any features within the Services, to you or to users generally, and may not be able to provide you with prior notice when doing so. Soha retains the right to create limits on use of the Services at our sole discretion at any time and without prior notice to you.
AI and Automated Tools. In limited cases, Soha may use artificial intelligence technologies such as generative AI and machine learning (AI) to improve the quality and efficiency of our customer support and your clinical care. For example, when you communicate via the messaging platform, Soha may use AI to (i) help you make changes to your account or (ii) draft responses for customer care or for a qualified licensed healthcare professional to review. You will be informed when you are directly interacting with an AI-supported chatbot, agent, or similar communications channel in accordance with applicable law. Soha does not use AI to make clinical decisions. All messages sent to you by your care team through the messaging platform are reviewed and approved by a qualified licensed healthcare professional and your Physician remains fully responsible for your care. We provide AI tools on an “as is” and “as available” basis and do not give any warranties. AI-generated outputs may be inaccurate or incomplete. Do not rely on AI-generated outputs for medical decisions, emergencies, or urgent situations. We may review interactions and outputs to maintain quality, comply with law, and improve our Services, consistent with our Privacy Policy.
Section 3: Registering for an Account
You must create a user account in order to use the Services. You may create such an account by registering through the Services and providing us with accurate and complete information as requested, including but not limited to completing an adaptive interview that asks about your health and medical conditions and symptoms and verifying your identity through the means listed as acceptable upon registration.
You must update your information, as needed, in order to keep it accurate and complete.
Upon creating your account, you may utilize the Services to consult with a Physician and, if medically indicated, to place your order for products recommended by the Physician.
Some of the products available for purchase on the Services require a prescription, while others do not. We cannot accept returns of pharmaceutical products. Soha does not endorse any specific medications, pharmacies, or physicians.
Section 4: Passwords
You are solely responsible for safeguarding the password or other credentials you use to access your Soha account and the Services. We encourage you to use “strong” passwords, commonly described as passwords that use a combination of upper and lower case letters, numbers, and symbols, with your account and with other accounts that you may connect to your Soha account. Soha cannot, and will not, be liable for any loss or damage arising from your failure to comply with the above requirements. You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your Soha account.
You may not use as a username the name of another person or entity or a name or trademark that is subject to any rights of another person without appropriate authorization. You may not use as a username any word or combination of words that is offensive, vulgar, or obscene.
Section 5: Privacy and Protected Health Information
Soha understands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy for a description of how we collect, use and disclose your personal information.
When you set up an account with Soha, you are creating a direct customer relationship with Soha that enables you to access and/or utilize the various functions of the Services as a user. As part of that relationship, you provide certain personal information to Soha, including but not limited to your name, email address, shipping address and phone number, that we may collect, use and disclose in accordance with our Privacy Policy, and that we do not consider to be “health” or “medical” information.
However, in using certain components of the Services, you may also provide certain “health” or “medical” information that may be provided specific protections under applicable laws. Soha is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”). One or more of the Pharmacies or the Medical Practice may or may not be a “covered entity” or “business associate” under HIPAA, and Soha may in some cases be a “business associate” of a Pharmacy or the Medical Practice. It is important to remember that, while state-specific privacy laws may apply, HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to your transactions or communications with Soha, the Medical Practice, the Physicians, or the Pharmacies. To the extent Soha is deemed a “business associate” however, and solely in its role as a business associate, Soha may be subject to certain provisions of HIPAA with respect to “protected health information,” as defined under HIPAA that you provide to the Medical Practice or the Pharmacies (“PHI”). In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. However, any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under our Privacy Policy. Protected Information does not include information that has been de-identified in accordance with HIPAA.
Soha or the Medical Practice may de-identify your information such that it no longer constitutes protected health information or personally identifiable information, and may disclose, aggregate, sell, or otherwise use such de-identified information to third parties for analytics, research, or other purposes. Mobile telephone numbers and text messaging consent data are excluded from any such disclosure or sale.
The Medical Practice and Physicians have adopted a Notice of Privacy Practices that describes how they use and disclose Protected Information. By accessing or using any part of the Services, you are acknowledging receipt of the Notice of Privacy Practices from your Medical Practice and Physician(s).
By using the Services, you are agreeing that even if HIPAA does apply to Soha, the Medical Practice, the Physicians, or the Pharmacies, any information that you submit to Soha that is not intended and used solely for the provision of diagnosis and treatment by the Medical Practice and Physicians or prescription fulfillment by the Pharmacies is not considered Protected Information, and will only be subject to our Privacy Policy and other applicable laws.
The Services may also involve certain uses of personal information that is considered sensitive in certain jurisdictions or otherwise subject to heightened legal obligations. You understand that by using the Services or Website, you are requesting that Soha and/or the Medical Practice process your personal information, including sensitive personal information, as necessary to provide you the features described on the Website and the Services or as otherwise required to provide the Services to you. This may include, for example, sending you personalized recommendations relating to your use of the Services by email and/or on the Services. The Services offered to you include personalization based on your personal information.
Section 6: Payment for the Services
You agree to pay all fees, including any fees that we collect on behalf of the Medical Practice, Physicians, and Pharmacies and any shipping and handling charges shown at the time you make a purchase, at the amounts and pursuant to any additional payment terms presented to you when engaging in such transactions. When you make a purchase, you may be asked to supply certain information relevant to the transaction, including, without limitation, your payment card number and expiration date, your billing address, your shipping address, your phone number and/or your email address.
You will add a valid payment method to your account, in case any prescriptions are written for you. Price includes medication only, if prescribed.
All products offered for sale are subject to availability, and we reserve the right to impose quantity limits on any order or reject all or any part of an order, including because of product unavailability, suspected fraud, pricing or listing errors, shipping restrictions, or other operational issues, except where prohibited by applicable law. In the event of an error, we reserve the right to correct the error and, with any consent required by applicable law, revise your order accordingly, including by charging the correct price, or cancel the order and refund any amount charged. Prices for products are subject to change, but price changes will not affect orders that we have already accepted except as disclosed to you or as permitted by applicable law. Once an order is submitted, we may not be able to modify or cancel it before processing or shipment. Product substitutions will be made only if disclosed to you or otherwise permitted by applicable law. Prescription substitutions, if any, are subject to applicable law and the professional judgment of the applicable Physician or Pharmacy. If any of the products in your order are unavailable, we will only charge the prices, Taxes and other applicable charges associated with the products that are included in the shipment. If, for some reason, we determine that we cannot ship your product(s) within thirty (30) days following our receipt of a properly completed order, we will cancel your order and advise you of such action. Any delivery dates or times shown as part of the checkout process are estimates only and are not guaranteed. Unless we state otherwise in writing via the Services, title to, and risk of loss or damage for, a product pass to you upon delivery to the shipping address you provide. Prescription products and pharmacy shipments may be subject to separate pharmacy, shipping, and delivery procedures. We reserve the right to remedy user issues and concerns on a case-by-case basis. We reserve the right, in our sole discretion, to resolve customer issues and concerns based on the facts and circumstances of each user.
You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Taxes”) due with respect to your purchase of products or services through our Services. We will collect applicable Taxes if we determine we have a duty to collect Taxes. We will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. We are not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.
Some products available on the Services require that you purchase the product on a subscription basis for a subscription fee (the “Subscription Fee”) that is automatically charged against the form of payment you provide to Soha, unless and until you cancel in accordance with the cancellation instructions provided through the Services or our Cancellation Policy. Unless stated otherwise on the Services, for subscription-based products and services, your payment method will be automatically charged at regular intervals as described for that product or service during the checkout process until you cancel your subscription. Your renewal charges and shipments, where applicable, may be charged and/or shipped up to two (2) days early to accommodate holidays or for other operational reasons to support continuity of treatment. For the avoidance of doubt, any cancellation deadline described in these Terms or our Cancellation Policy is calculated based on your originally scheduled billing date, regardless of whether your charge or shipment occurs early as permitted under these Terms. The Subscription Fee may include amounts collected on behalf of the Pharmacy for prescriptions filled by the Pharmacy, shipping and handling costs of products distributed by the Pharmacy, and sales or similar Taxes that may be imposed on your payments. The total Subscription Fee and applicable billing interval will be disclosed to you at checkout or enrollment. We may change our subscription plans and prices from time to time; however, we will provide you advance notice of any price changes or changes to your subscription plans. We will provide you with advance notice of pricing changes prior to your renewal processing date.
By entering your payment information and submitting your request, you authorize us and our third-party payment processors to charge the amount(s) due, including recurring Subscription Fees if you enroll in a subscription. If your payment method is declined, expired, unavailable, or otherwise cannot be charged, we may suspend or cancel your order, subscription, or access to paid features, subject to applicable law. You remain responsible for amounts validly incurred before cancellation or suspension. We may retry failed payments where permitted by law and by our payment processor’s rules. Any health care services or pharmacy services not made available through the Services are not included in the payments collected by Soha, and are separately chargeable by the Physicians and/or the Pharmacies, as applicable. Your Subscription Fee may be increased or decreased if your prescription changes, such as by a dosage increase or frequency of refills, but we will disclose the changed amount and obtain any consent required by applicable law before charging you for the changed Subscription Fee. You may cancel your subscription by logging into your account page at https://www.joinsoha.com. You can view your renewal date and cancel your subscription at any time through your online account or by contacting us at support@joinsoha.com and directly requesting a cancellation. Cancellation will take effect as described in our Cancellation Policy. Our Cancellation Policy and Refund Policy are incorporated into these Terms. Those policies describe when subscriptions may be canceled, when cancellations become effective, and when products or services may be eligible for refund, return, exchange, or credit. If those policies conflict with these Terms, the more specific policy will control for cancellation, refunds, returns, exchanges, and credits, except to the extent applicable law requires otherwise. Except as stated in our Refund Policy or required by applicable law, charges are non-refundable once incurred. Prescription products, compounded medications, and other pharmaceutical products are not returnable, except as required by applicable law. Non-prescription products may be eligible for return, refund, exchange, or credit only as stated in our Refund Policy. You are responsible for all charges to your account, except to the extent such charges result from unauthorized electronic fund transfers or other charges for which you have non-waivable rights under applicable law.
Only valid payment methods acceptable to us may be used to complete a purchase via the Services. You represent and warrant that you are authorized to use your designated payment method. You authorize us to charge your designated payment method for the total amount of your order (including any applicable Taxes and shipping and handling charges). If your designated payment method is declined, we may attempt to process your charge until the transaction is approved. We and our third-party payment service providers may request, and may receive, updated payment card information from your payment card issuer, such as updated card numbers and expiration date information when your credit card has expired. If such updated information is provided to us and our third-party payment service providers, you agree we may update your account information accordingly, and will use such updated information to process payments for your future purchases and applicable subscription charges (including any applicable taxes, shipping and handling charges). Your payment card issuer may give you the right to opt out of providing vendors and third-party payment service providers with your updated card information. If you wish to opt out of your payment card’s updating service, you should contact your card issuer. We are not responsible for any fees or charges that your bank or payment card issuer may apply. If your bank or card issuer reverses a charge to your payment card, we may bill your account directly and seek payment by another method including a mailed statement.
If we cannot process payment from your payment method for any reason, including insufficient funds or inaccurate payment information, we will notify you by email at your account-associated address and request you update your payment method promptly. For product orders, no shipment will dispatch until payment is successfully processed. Orders remain on hold during any failed or pending payment period, and we bear no responsibility for fulfillment delays resulting from unresolved payment issues.
Federal and state health care programs, such as Medicare and Medicaid, do not cover or pay for the Services, including your medical consultations and pharmacy products made available through the Services. If you are covered by a government health plan, please consult with a provider who participates in such plans. Soha, the Medical Practice, the Physicians, and the Pharmacies do not submit any claims for payments to federal or state health care programs or other third-party payors for products or services made available through the Services. You acknowledge and agree that you are solely responsible for the cost of any services or products you purchase or receive through the Services, that no claims for reimbursement will be submitted on your behalf, and that you will not submit a claim for reimbursement to any federal or state health care program or other third-party payor for such products or services. By agreeing to use the Services, you acknowledge and agree that (1) you are explicitly choosing to obtain products and services on a cash basis outside of any federal or state healthcare program or commercial payer program and you have sole financial responsibility for all services or products provided to you by or through the Services; and (2) neither you nor Soha, the Pharmacies, the Medical Practice or the Physicians will submit a claim for reimbursement to any federal or state healthcare program or commercial payer for the costs of the services and products provided to you through the Services.
You further understand and acknowledge that your subscription is not an insurance plan and is not a substitute for a health insurance plan or health insurance coverage. It is not intended to replace any health insurance plan or coverage that you may carry.
We may use third-party service providers, including e-commerce, payment processing, fraud prevention, shipping, tax calculation, customer support, and fulfillment providers, to process transactions and deliver products. Your use of those services may be subject to their applicable terms and privacy notices. We are not responsible for third-party services except to the extent required by applicable law.
Section 7: Electronic Communications, Notices, and Signatures
Communication Preferences. By creating an account, you consent to receive electronic transactional and service-related communications from Soha (e.g., via email to the email address you provide, text message (SMS or otherwise) at the mobile phone number and email address you provide, or by posting notices to the Services) regarding your account and the Services. When you access or use the Services or send emails or SMS messages to us, the Medical Practice or its Physicians, you are communicating with us, the Medical Practice and its Physicians electronically. You consent to receive communications from us, the Medical Practice and its Physicians electronically. These communications are part of your relationship with us and may include communications about your account, consultations, prescriptions, pharmacy fulfillment, orders, shipments, billing, security, changes to the Services, and other non-marketing matters. You may incur data, call-time or messaging charges from your communication providers in connection with communications from Soha. You can choose to filter any Services emails using your email settings, but we do not provide an option for you to opt out of these email communications.
As part of the Services, you may opt-in to marketing/promotions and/or transactional communications delivered to you via SMS from Soha. Messages may be sent using an automatic telephone dialing system. Message and data rates may apply. Send HELP for help or STOP to opt out of further communications. Carriers are not liable for delayed or undelivered messages. Message frequency varies. Consent to receive text messages, including marketing or promotional text messages, is not a condition of purchasing any product or service or of receiving care through the Services. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties. We do not share, sell, or provide your mobile phone number or messaging consent data to third parties or affiliates for marketing or promotional purposes. The only recipients of that information are the service providers that transmit the messages on our behalf, which may process it solely to deliver them and are contractually prohibited from using it for their own marketing or promotional purposes. How we collect, use, and handle mobile telephone numbers, messaging consent, and message data is described in the "SMS and Text Message Program" section of our Privacy Policy, at https://www.joinsoha.com/privacy.
You acknowledge that electronic communications may be unencrypted and carry some risk that the information in the messages, including information about your health, could be read by an unauthorized person. You further acknowledge and agree that Soha cannot guarantee the security and confidentiality of the unencrypted communications that we send to you and are not responsible for any unauthorized access that occurs during or after the transmission of the communications to you.
If you consent to receive marketing or other communications not related to your account or the Services, including newsletters, special offers, surveys, and other news and information we think will be of interest to you, we will provide you with the option to opt out of such marketing communications at any time by following the unsubscribe instructions provided in such messages. Consent to marketing communications, including marketing or promotional text messages, is not a condition of purchasing any product or service. You may opt out of marketing emails by using the unsubscribe link in those messages. You may opt out of marketing text messages by replying STOP or using any other opt-out method we provide. Opting out of marketing communications will not prevent us from sending transactional or service-related communications where permitted by law.
Electronic Notices and Signatures. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing, and you consent and agree that your use of your finger, a keypad, mouse, or other device to select an item, button, icon, or similar act while using the Services, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures, or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. You should maintain copies of electronic communications from us by printing a paper copy, saving an electronic copy, or both. Further, you agree that no certification authority or other third-party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third-party verification will not affect the enforceability of your signature or any resulting contract between you and us. Any notices to you from Soha regarding the Services or these Terms may be made by email, a posted notice on the Services, or regular mail, in the sole discretion of Soha. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.
Section 8: Content Regarding the Services
Product descriptions and other product-related content are provided for general informational purposes and do not replace advice from a qualified healthcare professional. Except as expressly stated and legally permitted, non-prescription products offered through the Website are not intended to diagnose, treat, cure, or prevent any disease. You should review all product labels, warnings, directions, and ingredient information before use.
Please be aware that, except as expressly provided or as otherwise required under applicable law, Soha does not verify the accuracy of any information made available on the Services by third parties. Any use or reliance on any information you obtain through the Services is at your own risk.
You understand that by using the Services, you may be exposed to content that might be offensive, harmful, inaccurate, or otherwise inappropriate. Under no circumstances will Soha be liable in any way for any content posted, emailed, transmitted, or otherwise made available via the Services or broadcast elsewhere.
Section 9: Soha’s Rights
Subject to these Terms, Soha grants you a limited, revocable, non-exclusive, and non-transferable license (without the right to sublicense) to access and use the Services as provided herein. Soha is the sole and exclusive owner of the Services, including any and all copyright, patent, trademark, trade secret and other ownership and intellectual property rights, in and to the Services and any related materials and documentation. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Services shall be owned solely and exclusively by Soha or its licensors, including all intellectual property rights therein. All rights not expressly granted are reserved by Soha. No title or ownership of the Services or any portion thereof is transferred to you hereunder. Soha reserves all rights not expressly granted hereunder. You agree not to change or delete any copyright or proprietary notice related to materials downloaded from the Services.
All rights, title, and interest in and to the Services and any content available on the Services are and will remain the exclusive property of Soha and its licensors. The Services and its content are protected by copyright, trademark, and other laws of the United States. Soha reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Soha, or the Services, are entirely voluntary. You hereby grant to Soha a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, fully sublicensable (through multiple tiers), and transferable license to reproduce, distribute, perform and display, create derivative works based upon, adapt, modify, and otherwise use and exploit your feedback in any format or media now known or hereafter developed, and for any purpose. You acknowledge and agree that any feedback provided will be non-confidential and non-proprietary, and Soha will be entitled to the unrestricted use and dissemination of such feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. Notwithstanding the foregoing, any content, such as postings, messages, or photos that you upload to the Services, including any content that you submit using the Services in connection with any medical consultation, belongs to you and you authorize Soha to use and disclose such content in connection with providing the Services. The feedback license in this Section does not apply to health information, medical consultation content, prescription information, pharmacy information, or other content you submit to receive professional medical or pharmacy services facilitated through the Services. We may use and disclose that content only to provide and operate the Services, comply with law, protect safety and security, and as otherwise described in our Privacy Policy and applicable notices.
Section 10: Restrictions on Use of the Services
Soha reserves the right, at all times, but will not have an obligation, to suspend or terminate users or reclaim usernames without liability to you. Soha may, in its sole discretion, terminate your access to the Services, or any portion thereof, for any reason whatsoever without prior notice.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Soha’s computer systems, or the technical delivery systems of Soha providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Soha (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Soha (NOTE: scraping the Services without the prior consent of Soha is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services; (vi) use the Services to build, train, or improve a competing product or service, including by extracting or compiling content or data for that purpose; (vii) remove, delete, alter, or obscure any proprietary notices, copyright marks, or branding on the Services; (viii) frame the Services or use any Soha trademark or logo without prior written consent; (ix) reverse engineer, disassemble or decompile any section or technology on the Services; or (x) encourage or enable any other person to do any of the foregoing.
You may not submit any review, testimonial, endorsement, or other content that is false, misleading, generated or submitted by a person who has not used the relevant product or service, or that fails to disclose a material connection where disclosure is required. We may remove reviews or other content that violate these Terms or applicable law. We do not remove or suppress reviews solely because they express a negative opinion.
You agree not to transmit any content on the Services that:
- Is harassing, impersonates another person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
- Violates the rights of a third party, including copyright, trademark, privacy, and publicity rights;
- Is a direct and specific threat of violence to others;
- Violates any contractual obligation to refrain from photographing, filming or streaming any performance, event, film, concert, sporting event or other happening;
- Is furtherance of illegal activities; or
- Is abusive or constitutes spam.
Section 11: Termination
These Terms will continue to apply until terminated by either you or Soha as follows:
You may deactivate your Soha account and discontinue your use of the Services at any time. In order to deactivate your account, please contact us at support@joinsoha.com.
Deactivating your account also cancels your subscription, and the deactivation of your account is deemed to be your direction to the Pharmacy to cancel your prescription. If you cancel your subscription, your account will automatically close at the end of your current subscription period.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; (iii) our provision of the Services to you is no longer commercially viable; or (iv) our relationship with the affiliated Medical Practice or Pharmacy ends. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your Soha account.
In all such cases, these Terms shall terminate, including, without limitation, your license to use the Services. Any provision which by its nature should survive termination will survive the termination of these Terms, including: Section 9 (Soha’s Rights), Section 12 (Disclaimers, Limitation of Liability, Release, and Indemnity), Section 13 (Dispute Resolution and Arbitration Agreement), and Section 14 (Miscellaneous Terms).
Nothing in this section shall affect Soha’s rights to change, limit, or stop the provision of the Services without prior notice, as provided above.
Except as otherwise provided in the Privacy Policy or as required by applicable law (including any obligation to provide access to health records), we have no obligation, whether before or after the termination of your use of the Services, to return or otherwise provide to you or any third party on your behalf any content, any information you provide to us, any information your Physicians provided to us about or relating to you, or any other information that we may have that relates to you.
Section 12: Disclaimers, Limitation of Liability, Release, and Indemnity
Please read this section carefully since it limits the liability of Soha and its stockholders, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Soha Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this Section 12 may not apply to you. Nothing in this Section 12 is intended to limit any rights you may have which may not be lawfully limited.
Third Parties; Release
Parties other than Soha, including the Medical Practice, Physicians and Pharmacies, provide services or sell products through the Services (collectively, “Third Parties”), and Soha may also make available to you for purchase certain services, devices, items or products manufactured, distributed or sold by Third Parties (“Third-Party Goods and Services”). Your use of any Third-Party Goods and Services and any interactions with Third Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such use or interactions, are solely between you and such Third Parties. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction involving Third Parties or any Third-Party Goods and Services. You are solely responsible for, and shall exercise caution, discretion, common sense and judgment in, using the Services and disclosing personal information.
You agree that Soha shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Services, including any Third-Party Goods and Services or your interactions with any Third Parties. In the event of any dispute between you and any Third Party, any other user or any other entity or individual, you understand and agree that Soha is under no obligation to become involved in such dispute, and you hereby release and indemnify the Soha Entities from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Services or the features and services therein. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “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.”
The Services are Available “As-Is”
Your access to and use of the Services is done at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, THE SOHA ENTITIES AND EACH THIRD PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICES, INCLUDING THE MEDICAL PRACTICE, THE PHYSICIANS, AND THE PHARMACIES, DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
The Soha Entities make no warranty and disclaim all responsibility and liability for: (i) any actions of Soha users, including without limitation, any advice, recommendations, treatment plans or other information provided by the affiliated Physicians and Pharmacies; (ii) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any information provided on the Services; (iii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (iv) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; (v) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; (vi) any advice or information you receive through the Services; and (vii) any injuries or harm you or a third party incurs as a result of information or advice received through the Services. No advice or information, whether oral or written, obtained from the Soha Entities or through the Services, will create any warranty not expressly made herein. YOU ACKNOWLEDGE THAT THE MEDICAL PRACTICE, PHYSICIANS, AND PHARMACIES ARE INDEPENDENT THIRD PARTIES AND NOT EMPLOYEES, AGENTS, OR REPRESENTATIVES OF SOHA. SOHA DOES NOT CONTROL, DIRECT, OR SUPERVISE THE CLINICAL JUDGMENT, MEDICAL DECISIONS, OR PROFESSIONAL SERVICES PROVIDED BY THE MEDICAL PRACTICE, PHYSICIANS, OR PHARMACIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOHA ENTITIES SHALL NOT BE LIABLE FOR ANY DAMAGES, CLAIMS, PERSONAL INJURIES, OR LOSSES ARISING FROM OR RELATED TO THE ACTS OR OMISSIONS OF THE MEDICAL PRACTICE, PHYSICIANS, OR PHARMACIES IN CONNECTION WITH THEIR PROVISION OF MEDICAL SERVICES, CONSULTATION, OR TREATMENT.
Some of Soha’s shareholders, directors, officers, contractors, or employees may have a financial interest in the Pharmacies or any other third party supplier of goods or services, and may profit from your use of such entities and/or the sale of such goods and services to you.
Links
The Services may contain links to third party services or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such services or resources; or (ii) the content, products, or services on or available from such services or resources. Links to such services or resources do not imply any endorsement by Soha or the Soha Entities regarding such services or resources or the content, products, or services available from such services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOHA ENTITIES, THE MEDICAL PRACTICE, THE PHYSICIANS, AND THE PHARMACIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA, USE, GOOD-WILL, PROFITS, SERVICE INTERRUPTION, COMPUTER OR MOBILE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATIONS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH YOUR USE 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 SOHA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.
EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SOHA ENTITIES, THE MEDICAL PRACTICE, THE PHYSICIANS, OR THE PHARMACIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID SOHA, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.
TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE SOHA ENTITIES, THE MEDICAL PRACTICE, THE PHYSICIANS, OR THE PHARMACIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR DAMAGES SUCH AS THOSE CONTAINED IN THIS SECTION. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.
IF YOU ARE RESIDENT OF A U.S. STATE THAT PERMITS THE EXCLUSION OF THESE WARRANTIES AND LIABILITIES, THEN THE LIMITATIONS IN THIS SECTION SPECIFICALLY DO APPLY TO YOU.
Limit on Time to Bring Claims
To the extent permitted by applicable law, any claim or cause of action arising out of or related to your use of the Services or these Terms must be filed within two (2) years after such claim or cause of action arose (or, if later, within the time period required by applicable law that cannot be shortened by agreement); otherwise, such claim or cause of action is permanently barred. This provision does not apply to claims where applicable law prohibits contractual shortening of the limitations period.
Indemnification
To the extent not prohibited by law, you agree to defend, indemnify, and hold the Soha Entities and any Third Parties offering products or services through the Services, including the Medical Practice, Physicians and Pharmacies, harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Services, your fraud, violation of law, or willful misconduct, any breach by you of these Terms or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.
If you fail to promptly indemnify and defend a covered claim, Soha shall have the right to defend itself, and in such case, you shall promptly reimburse Soha for all of its associated costs and expenses.
Section 13: Dispute Resolution and Arbitration Agreement
YOU AND WE EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND US OR ANY OF THE SOHA ENTITIES, THE MEDICAL PRACTICE, PHYSICIANS, OR PHARMACIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THESE TERMS (COLLECTIVELY, “DISPUTES”), THAT IS NOT RESOLVED BY AN INFORMAL DISPUTE RESOLUTION CONFERENCE (AS DEFINED AND DESCRIBED BELOW), SHALL BE RESOLVED IN BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM NATIONAL ARBITRATION & MEDIATION (“NAM”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN (THIS SECTION 13, THE “ARBITRATION AGREEMENT”). THE ARBITRATION WILL BE GOVERNED BY NAM’S COMPREHENSIVE DISPUTE RESOLUTION RULES AND PROCEDURES AND, WHERE APPLICABLE, BY THE NAM SUPPLEMENTAL RULES FOR MASS ARBITRATION FILINGS (TOGETHER, THE “RULES AND PROCEDURES”). YOU AND THE SOHA ENTITIES ACKNOWLEDGE THAT WE ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR AND OUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN. FOR PURPOSES OF THIS ARBITRATION AGREEMENT, “DISPUTE” WILL ALSO INCLUDE DISPUTES THAT AROSE OR INVOLVE FACTS OCCURRING BEFORE THE EXISTENCE OF THESE OR ANY PRIOR VERSIONS OF THESE TERMS AS WELL AS CLAIMS THAT MAY ARISE AFTER THE TERMINATION OF THESE TERMS.
In the event a Dispute arises between us, we are committed to working with you to reach a reasonable resolution. You and we agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and we therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to us that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@joinsoha.com. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. To be valid, you must personally sign the Notice. If you have counsel (either a law firm or group of law firms or organizations) who additionally represents any other users who either have already provided a Notice to Soha within the last ninety (90) days or intend to provide a Notice within the next ninety (90) days for a Dispute of a substantially similar nature, you or your counsel must include with your Notice a list of all such individuals your counsel represents. We will provide notice to the email address associated with your Soha account. It is your responsibility to ensure that your email and mailing address on file are correct and remain up to date.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar Disputes, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. The statute of limitations, any contractual limitations period in these Terms, and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process.
If you and we are unable to resolve a Dispute within thirty (30) days after the applicable Informal Dispute Resolution Conference, either party may commence arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. During arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator.
Before you commence an arbitration under this Arbitration Agreement, you must provide us with a written request for arbitration (the “Request”) that includes: (1) your name; (2) residence address; (3) username (if applicable) and email address associated with your user account (if applicable); (4) a detailed description of the Dispute, including the relief you seek; and (5) a statement certifying completion of the Informal Dispute Resolution Conference, as described above. Before we commence arbitration of a Dispute against you, we will provide a written Request to you with a detailed description of the Dispute and the relief we seek and certification of completion of the Informal Dispute Resolution Conference. Any Request you send to us should be emailed to legal@joinsoha.com with the subject line "Dispute Notice". We will provide the Request to your email address on file.
Payment of all filing, administration, and arbitrator fees will be governed by the applicable NAM fee schedules (the “Fee Schedules”) in place at the time the arbitration demand is filed. Your responsibility to pay any NAM filing, administrative and arbitrator fees will be solely as set forth in the Fee Schedules. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
The arbitration will be conducted in either Los Angeles, California, or the county where you reside, or via videoconference, unless (a) the parties agree otherwise in writing or (b) the batch arbitration provision below is triggered (in which case, the batches will proceed in locations to be determined by the arbitrator). If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the Rules and Procedures. Subject to the Rules and Procedures, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator’s award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the parties expressly intend that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration (as defined below), and any arbitration.
Any arbitration proceeding initiated under this Arbitration Agreement will be administered under the NAM Rules and Procedures, as defined above. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of this Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion thereof, except to the extent the applicable law precludes enforcement of this Arbitration Agreement as to any particular claim or request for relief, as further described below, in which case the validity and enforceability of this Arbitration Agreement as to that claim or request for relief shall be decided by a court of competent jurisdiction in Los Angeles, California.
For more information on NAM, its Rules and Procedures, and how to file an arbitration claim, you may call NAM at 800-358-2550 or visit the NAM website at https://www.namadr.com.
Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; and/or (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; then you and the applicable Soha Entity agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in Los Angeles, California, and both parties agree to submit to the personal jurisdiction of such courts in connection with such proceedings. In addition to the foregoing, either you or we may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration as long as such action remains in such court and advances only on an individual (non-class, non-representative) basis.
YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified otherwise herein. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
YOU AND WE AGREE THAT, EXCEPT AS SPECIFIED HEREIN, ALL DISPUTES SUBJECT TO ARBITRATION UNDER THESE TERMS MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THESE TERMS AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. NO ARBITRATION OR CLAIMS SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION OR CLAIMS EXCEPT AS EXPLICITLY SPECIFIED HEREIN. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If a court decides by means of a final decision, not subject to any further appeal or recourse, that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for relief, then such claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and may be brought exclusively in the state or federal courts located in Los Angeles, California, subject to the parties’ respective rights to appeal the decision. All other claims or requests for relief shall be arbitrated. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties remaining in arbitration are finally resolved. The parties agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles, California for purposes of resolving any claims or requests for relief severed from arbitration pursuant to this paragraph. This subsection does not prevent you or us from participating in a class-wide settlement of claims.
To increase the efficiency of administration and resolution of arbitrations, you and we agree that in the event that there are twenty-five (25) or more individual arbitrations of a substantially similar nature filed against us by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of one hundred (100) arbitrations per batch (or, if between twenty-five (25) and ninety-nine (99) individual arbitrations are filed, a single batch of all those arbitrations, and, to the extent there are fewer than one hundred (100) arbitrations left over after the batching described above, a final batch consisting of the remaining arbitrations); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.
All parties agree that arbitrations are of a “substantially similar nature” if they arise out of or relate to the same event(s), act(s), omission(s), practice(s) or factual scenario(s) and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by us.
You and we agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of arbitrations, as well as any steps to minimize the time and costs of arbitration, which may include, but are not limited to: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process. Except as provided above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
If you do not wish to be bound by this Arbitration Agreement, you can opt out of this Arbitration Agreement within thirty (30) days after first becoming subject to this Arbitration Agreement. To opt out, you must send: (1) your name; (2) residence address; (3) email address; and (4) a clear statement that you want to opt out of the Arbitration Agreement to legal@joinsoha.com with the subject line "Arbitration Opt-Out" (the “Opt-Out Notice”). You must sign the Opt-Out Notice for it to be effective. Any Opt-Out Notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or our rights. Opting out of this Arbitration Agreement has no effect on any previous or other arbitration agreements that you currently have, or may enter in the future, with us or any other Soha Entities. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.
Notwithstanding anything to the contrary in these Terms, if we make any future material modification to any provisions of these Terms that govern the arbitration or resolution of Disputes, such changes will not apply to any Dispute between you and us for which either party had previously provided a written Request to the other in accordance with this Arbitration Agreement. Continued use of the Services following the effective date of such material change will constitute acceptance of those changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms containing an Arbitration Agreement and did not validly opt out of arbitration. If we change this Arbitration Agreement after the date you accepted these Terms or access our Services, you may reject any such change by sending us written notice (including by email to legal@joinsoha.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” listed at the beginning of these Terms or in the date of our email to you notifying you of such change. If you are bound by an existing agreement to arbitrate Disputes and you reject any change or update to this Arbitration Agreement, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. We will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
Section 14: Miscellaneous Terms
Waiver and Severability
The failure of Soha to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Except as otherwise provided in these Terms, in the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
Controlling Law and Jurisdiction
The Services are controlled and operated by Soha from our offices within California. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable. Access to the Services from jurisdictions where the contents of the Services are illegal or penalized is prohibited.
Governing Law. These Terms shall be governed by the laws of the State of California without reference to its conflict of laws provisions.
Subject to Section 13, exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Los Angeles, California.
Notice for California Users. Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD).
Entire Agreement
These Terms are the entire and exclusive agreement between Soha and you regarding the Services (excluding any service for which you have a separate agreement with Soha that is explicitly in addition or in place of these Terms). These Terms supersede and replace any prior agreements between Soha and you regarding the Services.
We may revise these Terms from time to time, and the most current version will always be at https://www.joinsoha.com/terms. If we, in our sole discretion, determine that the revision is material, we will notify you via email to the email address associated with your account. If you do not wish to be bound by any such revisions to the Terms, your sole and exclusive remedy is to discontinue your use of the Services. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
Assignment
These Terms are personal to you, and are not assignable, transferable, or sub-licensable by you except with Soha’s prior written consent. Soha may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.
Force Majeure
We will not be deemed to be in breach of these Terms or liable for any breach of these Terms or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation acts of God, terrorism, war, invasion, pandemic, epidemic, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.
No Agency Relationship
Neither these Terms, nor any content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between you and Soha, the Medical Practice, the Physicians or the Pharmacies. You may not enter into any contract on our behalf or bind us in any way.
Third Party Beneficiaries
Any use of third-party software provided in connection with the Services, or any Third-Party Goods and Services accessed or used in connection with the Services, will be governed by the applicable third party’s license or terms of use, if any, and if there is no such license or terms of use, by these Terms. In addition to these Terms, your use of the Services must comply with all applicable third party terms of agreement, if any.
Except for the foregoing or as otherwise specifically set forth in these Terms, including with respect to the indemnification obligations contained herein in favor of the Soha Entities, the Medical Practice, the Pharmacies, and the Physicians and the agreement to arbitration, we hereby expressly agree that there is no intent by either party to create or establish third party beneficiary status rights or their equivalent in any other referenced individual, subcontractor or third party, and, except as specifically set forth in these Terms, that no third party shall have any right to enforce any right or enjoy any benefit that is created or established under these Terms.
Contact Us
If you have any questions about these Terms, please contact us by email at support@joinsoha.com.
Questions about this document? Email legal@joinsoha.com.
See also our Important Safety Information.