Terms of Service

Please read these Terms of Service carefully (the “Terms” or “Terms of Service”). These Terms govern and apply to your access and use of any website maintained by Health Loft (collectively, the “Website”) and Services, whether on the internet or through use of a mobile site or mobile application operated or offered by Health Loft, PLLC and its subsidiaries or affiliates (collectively, “Health Loft”). By accessing or using our Website and/or Services, you agree to be bound to all of the terms and conditions described in these Terms. If you do not agree to all of these Terms, do not use our Website or Services.

Please read these terms carefully as they contain an agreement to arbitrate and other important information regarding your legal rights, remedies and obligations. The agreement to arbitrate requires (with limited exceptions) that you submit any claims you have against us to binding and final arbitration, and further (1) you will only be permitted to pursue claims against Health Loft on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

These Terms contain important information about the Services that Health Loft provides to you. You can always review the version of these Terms that are in effect by reviewing them on the Website. Health loft reserves the right to update, change, modify, replace, or otherwise change any part or all of these Terms by posting the new version of these Terms to the Website. It is your responsibility to check the Website for any new version of these Terms, though we will try to post a notice when a new version of these Terms will be put into place. Once a new version of these Terms are posted, your continued use of or access to the Website and/or the Services will constitute your acceptance of the new version of these Terms.
The Terms include, and incorporate by reference, Health Loft’s Privacy Policy which you may review at https://healthloftco.com/privacy-policy/.

These Terms are entered into by and between Health Loft and you and apply to your access to and use of our Services and Website. You will accept these Terms by using the Website and/or the Services or, if applicable, clicking an “I Accept,” “I Agree,” or similar button in the Services. If you do not agree with these Terms, do not use the Website and/or the Services or, if applicable, check the box that indicates acceptance. Please read these Terms carefully before accessing our Website or otherwise using and/or subscribing to our Services.

I. Health Loft Services.

Thank you for using the Services provided by Health Loft, which include but are not limited to nutrition counseling, medical nutrition therapy, wellness coaching, nutrition education, care coordination, digital health tools, and other related professional, administrative, and support services. All of these offerings are referred to as our “Services” in these Terms.

Health Loft may offer the ability to use your health insurance coverage to pay for the Services, which may depend on the specific health insurance plan that you have and whether Health Loft or any of its professionals are in-network and/or contract with your health insurance. Any offering of the Services covered by health insurance will be separate and distinct from any subscription or other direct pay offering.

II. Account Terms

A. Account Controls. Subject to these Terms, you may create an account to access the Website and Services using a unique username and the login process established by Health Loft (an “Account” or “User Account”). You retain ultimate administrative control over your User Account and the Content within it.

B. Required Information. To complete the signup process and access certain Services, you may be required to provide personal, contact, demographic, health, insurance, payment, and other information as requested by Health Loft. Such information may include, without limitation, your name, date of birth, email address, phone number, mailing address, emergency contact information, gender, health history, insurance information, payment information, and any other information reasonably necessary to provide the Services, verify eligibility, comply with legal obligations, or administer your Account.

C. Account Requirements. User Accounts on Health Loft’s Services are subject to the following rules:

1. You must be a human to create an Account. Accounts registered by “bots” or other automated methods are not permitted. One person may not create or maintain more than one Account.

2. You must be at least 18 years of age (or the age of legal majority where you live) and reside in the United States or one of its territories or possessions in order to use the Website, establish an Account, or otherwise use the Services for yourself or for a minor under the age of 18 for whom you are legally responsible. If you are under 18 years of age (or the age of legal majority where you live), you may use the Website and Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you will be fully responsible for the acts or omissions of such user in relation to the Website or Services. Health Loft reserves the right to request proof of age at any point so that it can verify that minors are not using the Website or Services without supervision by a parent or legal guardian. If we believe that a minor is using the Website or Services without supervision from a parent or legal guardian, we may block the minor from using the Website or Services.

3. Your login may only be used by you and should not be shared with any other person.

4. You must be located in the United States to create an Account and use the Services. The Services are not intended for nor available for use outside of the United States.

D. User Account Security.

1. You are responsible for keeping your Account secure while you use the Services.

2. You are responsible for maintaining the security of your Account. Health Loft cannot and will not be liable for any loss or damage from your failure to keep your account private or prevent any other person from accessing your Account.

3. You will promptly notify Health Loft by emailing info@healthloftco.com if you become aware of any unauthorized use of, or access to, our Services through your Account, including any unauthorized use of your password or Account.

E. Responsibility for Security Devices. You are responsible for the security of your information system(s), including any network and related computer equipment (“Information System(s)”). In the event you are accessing the Website or Services through a mobile device, you are solely responsible for the access and use of such mobile device, and must keep your device access credentials secure at all times.

F. Links to Third-Party Websites. The Website and Services may contain links to third-party websites for your convenience. While Health Loft uses good faith efforts to evaluate third-party products and services (“Other Products”), Health Loft is not responsible for the content or performance of such third-party websites or the Other Products and does not make any representations or warranties regarding any of the Other Products or any other offering or service from a third party. Use of or reliance on any third party websites and Other Products is at your sole risk.

III. Acceptable Use.

A. You are responsible for making sure that your use of the Service is in compliance with all laws and any applicable regulations. Further, you will not, in connection with your use of the Services or access of the Website:

1. probe, scan, or test the vulnerability of the Services or Website;

2. breach or otherwise circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Services or Website you are not authorized to access;

3. interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services or Website;

4. use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service or that could damage, disable, overburden or impair the functioning of the Services in any manner;

5. access, search, or create accounts for the Services by any means other than those that are provided by Health Loft;

6. impersonate any other person, including, but not limited to, a registered user of the Services or an employee of Health Loft;

7. circumvent the scope of your paid subscription, if applicable;

8. develop any third-party applications that interact with the Services without our prior written consent that we will give or withhold in our sole discretion;

9. repackage, white label or otherwise sell the Services without express written permission from Health Loft;

10. build a competitive product or service, or copy any features or functions of the Services;

11. remove, alter or obscure any proprietary notices in or on the Services or Website including copyright notices;

12. modify, disclose, alter, translate or create derivative works of the Services or Website (or any components thereof) or cause or permit any person to do any of the foregoing;

13. duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, or visual design elements or concepts of the Services or Website without express written permission from Health Loft;

14. or otherwise take any action that Health Loft deems to be inconsistent with acceptable business practices or other standards of behavior, in each case as determined by Health Loft in our sole discretion.

IV. User Data.

A. Responsibility for User Data. You may create or upload data, information, or other materials (“User Data”) while using the Service. You are solely responsible for the content of, and for any harm resulting from, any of your User Data.

B. Access. Health Loft personnel may generally access your User Data in situations such as the following:

1. to provide the Services

2. with your consent and knowledge;

3. for support reasons; or

4. when access is required for security reasons, including to maintain ongoing confidentiality, integrity, availability and resilience of Health Loft’s systems and Services.

C. Restrictions on Certain User Data.

1. Please see Health Loft’s Privacy Policy with respect to the collection, use, and disclosure of information about you when you visit our Website, use our Services, contact our customer support, or otherwise communicate with us outside the context of seeking medical care. In the Privacy Policy, we also explain our practices related to certain information that is automatically collected when you are logged into your Account.

2. The Privacy Policy does not govern privacy practices with respect to any individually identifiable health information (also referred to as “Protected Health Information” or “PHI”). PHI may include communications through our Services when you are engaged with a nutritionist or other clinician, information about you in connection with your care, and any other information you choose to share via the Services, such as photos or descriptions of health symptoms. Our use of your Protected Health Information will be explained in our Notice of Privacy Practices, where applicable, and will comply with applicable law, including the Health Insurance Portability and Accountability Act of 1996.

D. Liability for User Data. As between you and Health Loft, you are solely responsible for all liabilities (“Your Liabilities”) associated with your compliance with your own use of your User Data and the use, retention, deletion, display, and sharing of your User Data, including, but not limited to, liabilities associated with (i) User Data that infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, (ii) User Data that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law, (iii) User Data that contains any private or personal information of a third party without such third party’s consent, and (iv) User Data that is libelous, defamatory, harassing, threatening, objectionable, misleading, invasive of privacy or publicity rights, fraudulent, or otherwise unlawful.

V. Ownership and License.

A. Your Ownership and License. As between you and Health Loft, you retain ownership of all intellectual property rights in and to your User Data. You grant Health Loft a non-exclusive, royalty-free, worldwide, perpetual, sub-licensable right and limited license to access, use, copy, reproduce, process, adapt, store, and transmit your User Data (i) to enable your use of the Services, (ii) in order to provide you with requested support; (iii) to improve, enhance, or develop any of Health Loft’s offerings, including the Service, and for other development, diagnostic and corrective or improvement purposes in connection with the services, product testing, research and development opportunities including, without limitation, research into learning and development practices and corresponding effectiveness, and other Health Loft offerings; (iv) disclose such data solely in aggregate or other de-identified form in connection with our business; and (v) in any manner reasonably determined by Health Loft that is in accordance with applicable law.

B. Our Ownership and License. The Services and Website (including all associated Content) are developed, owned, and operated by Health Loft and are protected by United States patent and copyright laws, trademarks, service marks, and other intellectual property laws. To improve and develop our products and services, we use various forms of machine learning within the Services and monitor the use and performance of the Services (“Diagnostic Information”). Through our analysis of the Diagnostic Information, we develop stronger, deeper, and higher levels of understanding as to how and why users interact with the Services, how various data sets interrelate and/or perform in any number of manners Health Loft determines as relevant in order to learn or otherwise interpret how to develop and improve our Services (collectively, “Learnings”). As between you and Health Loft, we own all intellectual property rights in and to the Services, Website, Content, Feedback (as defined below), Diagnostic Information, and Learnings. We also own all intellectual property rights, including, but not limited to, all copyrights thereto, in and to the Models produced through the input of your User Data. We grant you a non-exclusive, worldwide, non-sublicensable, non-transferable, revocable limited license to access and use the Services and Website solely for your own use and consistent with the level and type of your Account.

C. Feedback. You may submit to us any questions, comments, suggestions, ideas, original, or creative materials and other information (collectively, “Feedback”) about Health Loft, the Services, our Website, and any of our products and services. Feedback is non-confidential and shall become the sole property of Health Loft. Health Loft shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose.

VI. Payment.

A. Responsibility for Payment. You are responsible for all fees, including taxes, associated with your use of the Services. By using the Services, you agree to pay Health Loft any charge incurred in connection with your use of the Services. If you dispute any payment that is owed to us, contact Health Loft Support at billing@healthloftco.com.

B. Third party payment processors are not subcontractors or agents of Health Loft and any disputes between you and a third party processor regarding any payments or lack thereof are between you and the third party payment processor. Health Loft and its third party payment processors are not responsible for the transmission or processing of any payments you make pursuant to your use of the Services. Your use of the payment services provided by our third party payment processors may be subject to additional terms and conditions made available to you by such payment processors.

VII. Cancellation and Termination.

A. Account Cancellation. It is your responsibility to cancel your Account with Health Loft if you no longer wish to use the Services. You can cancel your Account at any time by sending us an email to info@healthloftco.com with “Cancellation” as the subject line. We are not able to cancel Accounts in response to phone requests. Unless otherwise provided for in the app menu of your Account, canceling your Account does not alter your pre-existing obligations to Health Loft including, without limitation, any payment obligations for your current subscription period.

B. Impact of Account Cancellation. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, enforce our agreements, and as otherwise set forth in these Terms or the Privacy Policy.

C. Suspension or Termination. Health Loft reserves the right to suspend or terminate your access to all or any part of the Services or Website at any time, with or without cause, with or without notice, effective immediately. Health Loft reserves the right to refuse service to anyone for any reason at any time.

VIII. Survival. All provisions of this Agreement which, by their nature, should survive termination will survive termination — including, without limitation: ownership provisions, arbitration requirements, warranty disclaimers, indemnity, and limitations of liability.

IX. Communications with Health Loft.

A. Electronic Communication Required.

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Services; (2) consent to receive communications from us by text message or SMS if you submitted your cellphone number to us; and (3) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

If you provide your cellphone number, as stated above, you consent to receive text messages from Health Loft, which may include messages sent on behalf of your healthcare team or your healthcare team’s organization, depending on the specific Service you are receiving. You may choose not to receive text messages even if you previously provided your cellphone number, but opting out of text messages may impact the Services. Text and data rates from your mobile carrier may apply when you agree to receive text messages and you should check your mobile plan or with your carrier to confirm the rates if you have any questions. If necessary, we might share your cellphone number with a third party service solely to enable the sending of the text message. We will not share your cellphone number with a third party for marketing purposes without getting your consent first. If you no longer want to receive text messages, you can text STOP in response to any message or email us at info@healthloftco.com with a request to no longer receive text messages.

B. Legal Notice to Health Loft Must Be in Writing. Communications made through email or Health Loft Support’s messaging system will constitute legal notice to Health Loft. You may, at your option, send a copy of the notice to Health Loft at:

Health Loft, PLLC

2027 West Division Street #120

Chicago, IL 60622

Attention: Health Loft

C. No Phone Support. Health Loft only offers support via email, in-service communications, and electronic messages. We do not offer telephone support.

X. Disclaimer of Warranties.

A. Health Loft makes no warranties, express or implied, guarantees, or conditions with respect to your use of the Services. We provide the Website and the Services on an “as is” basis “with all faults” and “as available,” without warranty of any kind. In addition, to the extent permitted under local law, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Services including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

B. TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEALTH LOFT HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, HEALTH LOFT EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES (OR ANY PART OF THE SERVICES) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.

XI. Limitation of Liability.

A. You understand and agree that, to the extent not limited by law, in no event will Health Loft be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, punitive, consequential or exemplary damages, however arising, under any theory of liability, including, without limitation, contract, tort, warranty, negligence or otherwise that result from: your use or inability to use the Services; any modification, price change, suspension or discontinuance of the Services; the Services generally or the software or systems that make the Services available; unauthorized access to or alterations of your transmissions or data; or any other matter relating to the Services.

B.Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in these Terms is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control. The maximum aggregate liability of Health Loft, and your exclusive remedy for any claims arising out of or related to these Terms, will be limited to the greater of: (a) the amount you actually paid to Health Loft for the Services in the past three (3) months; or (b) one hundred dollars ($100.00). Multiple claims will not expand these limitations. This Section will be given full effect even if any remedy specified in these Terms is deemed to have failed its essential purpose. You agree to the allocation of liability set forth in this Section and acknowledge that without your agreement to these limitations, the fees charged to you for the Services would be higher. You agree that this Section represents a reasonable allocation of risk.

XII. Confidentiality. During your use of the Services, you or Health Loft (the “Disclosing Party”) may share information with the other party (the “Receiving Party”) that is confidential, sensitive, or should be kept secret (“Confidential Information”). Our Confidential Information includes, but is not limited to, our product roadmaps, product designs and architecture, technology and technical information, security audit reviews, business and marketing plans, financials, and business processes. Your Confidential Information includes, but is not limited to, your login credentials and User Data. A Disclosing Party’s Confidential Information also includes any documents that are labeled “confidential” (or a similar marking), or other information (either in writing or verbal) that a reasonable person should understand is confidential. Confidential Information does not include information that (a) the Receiving Party already knew at the time it was disclosed to it; (b) was disclosed to the Receiving Party by a third party who had the right to disclose such information; (c) is generally available to the public; or (d) was independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information. The Receiving Party will maintain in confidence and not disclose to any third party the Disclosing Party’s Confidential Information during the term of these Terms and for a ten-year period commencing upon the effective date of termination of these Terms and will not use such Confidential Information except as expressly permitted in these Terms. Further, the Receiving Party will treat the Disclosing Party’s Confidential Information with the same degree of care that the Receiving Party treats its own Confidential Information.

XIII. Indemnification. You will indemnify and hold harmless Health Loft, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Your Liabilities; (ii) your User Data; (iii) your breach of any of your obligations, representations or warranties under these Terms; or (iv) use of the Services (or any part of the Services) by you in combination with any third party software, application or service. You will fully cooperate with Health Loft in the defense of any claim pursuant to the indemnification obligations under these Terms.

XIV. Changes to These Terms. We reserve the right, in our sole discretion, to amend or modify these Terms at any time and will update these Terms in the event of any such amendments. We will notify Users of material changes to these Terms, such as price changes, with reasonable advance notice, if possible, prior to the change taking effect by posting a notice on the Website or in the Services. For non-material modifications, your continued use of the Website and/or Services constitutes agreement to our revisions of these Terms. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or the Services (or any part of either the Website or the Services) with or without notice.

XV. Dispute Resolution and Arbitration; Class Action Waiver. Please Read This Provision Carefully. It Affects Your Legal Rights.

A. This Dispute Resolution, Arbitration, and Class Action Waiver provision (“Arbitration Provision”) facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Provision (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between you and us. In this Arbitration Provision, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third party vendors) relating to these Terms, the Website or the Services, whenever you also assert claims against us in the same proceeding.

B. This Arbitration Provision provides that all disputes between you and us will be resolved by binding arbitration. Acceptance of these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or a jury. To be clear, there is no judge or jury in arbitration and judicial review of an arbitration award is limited. The arbitrator must follow this Arbitration Provision and can award the same damages and relief (including attorney’s fees) that a court is permitted to award. You may, however, opt-out of this Arbitration Provision. If done, you would have the right or the opportunity to bring claims in court, before a judge or a jury, or to participate in or to be represented in a case filed in court by others (including class actions). Both you and Health Loft agree that, except as provided below, any and all disputes, as defined above, whether presently in existence or based on acts or omissions in the past or in the future, will be resolved exclusively and finally by binding arbitration, rather than in court, in accordance with this Arbitration Provision.

C. Pre-Arbitration Claim Resolution. For all disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the dispute which is done by emailing the following information to info@healthloftco.com: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the dispute within 45 days after receiving your notification, then you may pursue your dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.

D. Exclusions from Arbitration/Right to Opt-Out. Notwithstanding the above, you or we may choose to pursue a dispute in court and not by arbitration if: (a) the dispute qualifies for initiation in small claims court; or (b) You opt-out of these arbitration procedures within thirty (30) days from the date that you first consent to these terms (the “Opt-Out Deadline”). You may opt-out of this Arbitration Provision by emailing the following information to info@healthloftco.com: (1) your name; (2) your address; (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Either way, we will not take your decision personally. In fact, we promise that your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with us. But we do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.

E. Arbitration Procedures. If this Arbitration Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution), either you or we may initiate arbitration proceedings. The American Arbitration Association (“AAA”) will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Provision. For arbitration before AAA, for disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules for Emergency Measures of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. This Arbitration Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative procedures or rules apply to the arbitration.

Because the Website, the Services, and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

F. Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

G. Location of Arbitration. You or we may initiate arbitration in any jurisdiction where we are registered or maintain an office.

H. Payment of Arbitration Fees and Costs. So long as you place a request in writing prior to commencement of the arbitration, we will pay all arbitration filing fees and AAA hearing fees and any arbitrator’s hearing fees, costs and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. However, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if you provide notice and negotiate in good faith with us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

I. Class Action Waiver. Except as otherwise provided in this Arbitration Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and we specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of this Website can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

J. Jury Waiver. You understand and agree that by accepting this Arbitration Provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Arbitration Provision, you and we might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.

K. Severability. If any clause within this Arbitration Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Arbitration Provision will be unenforceable, and the dispute will be decided by a court.

L. Continuation. This Arbitration Provision shall survive your discontinued use of the Website and the Service. Notwithstanding any provision in these Terms to the contrary, we agree that if we make any change to this Arbitration Provision (other than a change to our notice address), you may reject any such change and require us to adhere to the present language in this Arbitration Provision if a dispute between us arises.

XVI. Miscellaneous.

A. Non-Assignability. Health Loft may assign or delegate these Terms to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms and any unauthorized assignment and delegation by you is void.

B. Severability, No Waiver, and Survival. If any part of these Terms is held invalid or unenforceable, that portion of these Terms will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Health Loft to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision. Our rights under these Terms will survive any termination of these Terms.

C. Complete Agreement. These Terms, along with all incorporated documents as well as any member agreements, represent the complete and exclusive statement of the agreement between you and us and govern your use of the Services and the Website, superseding any prior agreements between you and us with respect to the Services or the Website. You may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms supersede any proposal or prior agreement oral or written, and any other communications between you and Health Loft relating to the subject matter of these Terms including any confidentiality or nondisclosure agreements.

D. Governing Law; Venue. Certain violations of these Terms, as determined by us, may require immediate termination of your access to the Website or Services without prior notice to you. The Federal Arbitration Act and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Any disputes relating to these Terms, the Services, or this Website will be governed under the laws of the State of Illinois. You and Health Loft agree to submit to the personal and exclusive jurisdiction in Cook County, Illinois.

E. Language. The parties have expressly required that these Terms and all documents and notices relating to these Term be drafted in the English language.

F. General. We think direct communication resolves most issues – if we feel that you are not complying with these Terms, we will tell you. We will even provide you with recommended necessary corrective action(s) because we value this relationship.

XVII. Questions. Questions about these Terms? Contact us at info@healthloftco.com.