SigmaMD Terms of Use

Please read these Terms of Use (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of SigmaMD.com, patient.sigmamd.com and SigmaMD pages branded for the healthcare practices you receive care from (“Practices”), including enrollment, payment, scheduling, form and telehealth links (the “Site”), the SigmaMD mobile applications (the “App”), and related services offered by Sigmoid Health, Inc. d/b/a SigmaMD (“SigmaMD,” “we,” “us,” or “our”). These Terms apply whether or not you have an account, including when you join a visit, complete a form, enroll or pay through a link. To make these Terms easier to read, the Site, App and our technology services are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SIGMAMD THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. THE SERVICES MIGHT NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.

1. Our Services

Our Services provide a variety of care management services, which are subject to availability (including availability of third-party websites, content, materials or other resources) and may include, without limitation:

• View records, visit summaries, results, prescriptions and documents from your Practice.
• Connect patient portals at other health systems to import your records.
• Enter health, insurance, vitals, family and lifestyle information.
• Complete intake forms, questionnaires and consents.
• Secure messaging and video visits.
• Schedule and manage appointments.
• E-prescriptions, lab and imaging orders and results, and referrals through third-party networks.
• Patient education and preventive-care information.
• Enroll in Practice memberships and plans and pay invoices.
• Order supplements through third-party dispensaries.
• Drug price estimates and a prescription savings card.
• Email, push, in-app and text notifications.

Physicians and other licensed professionals who are registered with SigmaMD and utilize our Services to deliver in-person care and telehealth services to their patients are referred to as “Clinicians.” Your Clinicians and the other Practice personnel who use the Services are your “Care Team.”

SigmaMD does not guarantee the availability of any feature, function, price, product, or service of the Services. We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one or any part of the existing Services. Under no circumstances will SigmaMD be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new features or services will be governed by these Terms.

2. Agreement to Terms

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

3. Privacy Policy

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

4. Changes to these Terms or the Services

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

5. Who May Use the Services?

You may use the Services only if you are 14 years or older. If you are under 18 (or under the age of majority where you're located), you may use the Services only if your parent or legal guardian has reviewed and agreed to these Terms, unless applicable law allows you to consent to your own care without them. If you use the Services on behalf of someone else, such as a child in your care, you must be 16 years or older and have the legal authority to act for them. To create an account you need a Practice invitation (code or link) or to enroll through a Practice's SigmaMD enrollment page. You will verify your email and may be asked for your mobile number, address, demographic and insurance information, medical history and a photo of your government ID. It's important that you provide us with accurate, complete and current account information and keep this information up to date. If you don't, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You're responsible for all activities that occur under your account.

5A. Caregivers

If you are a parent, legal guardian or other person authorized to act for a patient (“Caregiver”), you may use the Services for that patient (“Care Recipient”), including viewing records, messaging, scheduling, completing forms, paying and uploading health information. You represent that you have legal authority to do so, and you accept these Terms for the Care Recipient as well as yourself. Stop using the Care Recipient's profile if your authority ends. Practices decide who receives Caregiver access and may limit or end it, including where state law lets minors consent to or keep certain care confidential. Practices may transfer access to a minor when the minor becomes eligible to hold their own account.

6. Your Relationship with SigmaMD

SigmaMD is a technology company that makes available the Site and App to help you manage your health information and communicate with your Care Team. In connection with the Services, SigmaMD provides certain technological and other administrative support for Practices that employ or contract with Clinicians.

SigmaMD acts solely as a technology platform to provide you with the Services, including connecting you with Practices and the Clinicians. We do not control or interfere with the practice of medicine or other licensed professional services by Practices or any Clinicians, each of whom is solely responsible for the medical care and treatment he or she provides to you, whether or not provided through the Site or App. We have no control over, and cannot guarantee the availability of, any Clinician at any particular time. We will not be liable for timeliness of chat response, cancelled or otherwise unfulfilled appointments, diagnosis or treatment provided, the quality of care, the cost of care, or any other injury or loss resulting or arising from, or related to, your use of the Services.

By accepting these Terms, you acknowledge and agree that SigmaMD is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other healthcare provider-patient relationship with SigmaMD. By connecting with a Clinician through the Services, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with a Practice or one or more Clinicians. Practices and Clinicians may require that you enter into a separate agreement between you and the Practice or Clinician (as the case may be), which such agreement may be presented through the Services or accessible through the Services via links to third-party websites or other resources. Any terms, conditions and policies of the Practices and Clinicians are between you and the applicable Practice or Clinician (as the case may be), and are additional to, and do not replace or supersede, these Terms.

By accepting the Terms, you understand that Practices and your Care Team may send you messages, reports, and emails outside or inside the Services regarding your diagnosis or treatment. You further understand and agree that it is your responsibility to monitor and respond to these messages, reports, and emails and that SigmaMD, the Practices, and the Clinicians are not responsible in any way for, and you will not hold SigmaMD, any Practice, or any Clinician liable for, any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages, reports, and emails or for your failure to comply with any treatment information or instructions from the Practice or your Clinician(s). Delivery of messages, reports, and emails is subject to effective transmission from your network operator and appropriate selection of your notification settings; accordingly, you understand and agree that SigmaMD is not liable for delayed or undelivered messages, reports, and emails.

While you are not establishing a doctor-patient or other health care provider-patient relationship with SigmaMD, by using the Services, you are establishing a direct customer relationship with SigmaMD to use the products made available through the Services. When we create, receive or maintain your health information on behalf of a Practice, we act as the Practice's business associate under HIPAA, and the Practice's Notice of Privacy Practices and our agreement with the Practice govern it. Our Privacy Policy governs other personal information.

Your Practice may use the Services to report to public health authorities, such as immunization registries, and to exchange records through health information networks, as permitted or required by law.

Support. SigmaMD provides the Services to your Practice. For help with the App, your account, appointments, billing or your care, contact your Practice or Clinician. SigmaMD does not provide support directly to patients.

Your Practice. Your Practice, not SigmaMD, provides your care and sells its memberships, products and services. SigmaMD is not a party to your relationship with your Practice and does not cancel memberships, issue refunds, change charges, or resolve disputes between you and your Practice about billing, care or any other service. Contact your Practice directly for cancellations, refunds, billing questions and disputes. If you cannot reach your Practice about a charge, contact your bank or card issuer.

7. Disclosures Regarding Content and Clinicians

(a) The content on the Services is provided for informational and educational purposes only, and may be generated or assisted by algorithms or artificial intelligence — for example, AI-assisted clinical documentation your Clinician reviews; visit summaries, result explanations and translations drafted with AI and reviewed and released by your Clinician; and messages drafted or sent with AI assistance on your Practice's behalf. AI-generated content may be inaccurate or incomplete. Contact your Clinician if anything appears wrong. Any content on the Services is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. For example, the content on the App may include preventive information and searchable educational articles and videos on various health topics. Such content is not a replacement or substitute for medical care or specific professional advice, recommendation, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of information provided through the Services. SigmaMD does not refer, recommend or endorse any particular Practice, Clinician, test, procedure, treatment, opinion, or other information that may appear through the Services. RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICES BY SIGMAMD OR OTHER THIRD-PARTY CONTENT PROVIDERS IS AT YOUR OWN RISK AND MAY BE SUBJECT TO ADDITIONAL TERMS, CONDITIONS, AND POLICIES OF THE THIRD-PARTY CONTENT PROVIDER.

(b) You are expected to seek follow-up or emergency care as needed or recommended by a Clinician, and you should continue to consult with your Clinician and any other health care providers as needed or recommended. Additionally, unexpected events (including unavailability of third-party services incorporated in, used by, or accessible through the Services) may disrupt our electronic communication with you and we may not be able to contact you as quickly as we would like to due to uncontrollable circumstances. Moreover, please be aware that Clinicians tailor their response to your specific situation, taking into account the information you have shared, and their response may not be appropriate for other similarly situated patients.

(c) SigmaMD does not verify or monitor the licensure, credentials, insurance or exclusion status of Clinicians or other Practice personnel. Each Practice is responsible for ensuring its Clinicians are appropriately licensed and qualified. Some third-party partners, such as e-prescribing networks, may perform their own identity or credential checks. SigmaMD does not ensure that Clinicians (i) possess all valid, unexpired, unrevoked and unrestricted licenses, authorizations, and certifications as may be required to provide care (including telehealth services) to you; (ii) have and maintain appropriate and applicable insurance coverages; and (iii) do not appear on a sanctioned or excluded party list as prepared by the U.S. Health and Human Services Office of Inspector General (OIG), the U.S. General Services Administration (GSA), or comparable state agencies, or are otherwise not excluded, debarred, suspended or otherwise ineligible to participate in federal or state health care programs. Any information or advice received from a Clinician comes from the Clinician or Practice and SigmaMD is not responsible for the quality and appropriateness of any care that the Clinician or Practice renders to you through the Services. While SigmaMD may facilitate your selection of and communications with the Clinician, it is the Clinician providing the professional services or clinical advice. You can report a complaint relating to any care services provided by a Clinician by contacting the applicable professional licensing board in your state, or by contacting SigmaMD directly. Clinical records created through the Services are the Practice's records. SigmaMD maintains them on the Practice's behalf while it uses the Services and handles them as its agreement with the Practice provides. Request copies from your Practice.

(d) SigmaMD can facilitate chat-based or video-based communications between you and your Care Team in order for you to receive telehealth services from, or coordinate in-person visits with, Clinicians. The information exchanged between Clinicians and you may be used by the Clinicians for diagnosis, therapy, treatment, follow-up care, consultation, education, and care management, and by yourself for self-management of your health care. Video visits use third-party technology and require a compatible device, camera, microphone and internet connection. Don't share join links. Your Clinician may invite others, such as a caregiver, an interpreter or, in group sessions, other patients. All participants must keep what they see and hear confidential and must not record without the consent of all participants (see Section 7(f)). You must be located where your Clinician is licensed to treat you at the time of the visit.

(e) There are potential risks associated with care (including telehealth services) provided by Clinicians through the Services:

• Information available to the Clinicians may not be sufficient to make a correct diagnosis or other professional decisions. Information that can be obtained only by in-person, physical examination or by being physically present with the patient may not be available. In some cases, the Clinician may conclude that the information transmitted through the Services is not sufficient (e.g., poor resolution of images, delayed delivery of chat or other messages, incomplete health data, etc.) or that on some other basis the nature of your issue is such that it does not allow for the care to be provided appropriately by the Clinician without an in-person evaluation.
• Any technical failure or power outage could delay or disrupt communications and hinder, delay or erase the ability to assist you. These limitations could result in incorrect assessment or diagnosis, which in turn could lead to care that is not helpful, or that could be harmful or cause other problems. Clinicians communicating with you through the Services are aware of these limitations and take them into account in making professional decisions within the scope of their practice as a licensed clinician, but the risk of error nevertheless exists.
• The network and software security protocols we use could fail, and there could be a breach of privacy of your health information. Unfortunately, the transmission of information via the internet is not completely secure. We cannot guarantee the security of your personal information transmitted to, or through, our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures employed by the Services.
• In some cases, applicable laws may prevent Clinicians from providing the care (including telehealth services) you desire through the Services. When that is the case, the Clinician will refer you to an appropriate provider who can provide the care you desire.

You are under no obligation, of course, to connect with a Clinician via the Services. You may obtain conventional, in-person care.

(f) Recording and AI Documentation. Your Practice may use AI-enabled tools that record and transcribe the audio of in-person and telehealth visits, including other participants such as a caregiver, to help your Clinician prepare clinical documentation. Your Practice is responsible for telling you and obtaining any consent required by law before recording, and you may ask your Clinician not to record at any time without affecting your care. Recordings are processed by SigmaMD's service providers under confidentiality and HIPAA business associate obligations and are retained for a limited period. Transcripts and notes your Clinician finalizes become part of your medical record. Your Clinician reviews, and is responsible for, AI-assisted documentation. You may not record any visit or communication without the consent of all participants.

8. Limited Use and Availability

Our Services may be subject to state or federal regulations and may change from time to time due to changes in applicable regulatory requirements. In some cases, the Services may not be the most appropriate way for you to manage your health and wellness, or provide information to, communicate with or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Clinician, or your Clinician may determine that your diagnosis or treatment requires an in-person office visit or is otherwise not appropriately addressed through use of the Services. In such a case, you may receive notification that you will be unable to use the Services for the particular issue you submitted and may be provided with additional information regarding next steps.

Do not use messaging, forms or any “urgent” option for emergencies. Marking a message urgent does not guarantee it will be read or answered within any timeframe, and messages may not be monitored after hours, on weekends or on holidays. The Services, including messaging, video visits and any phone number your Practice provides through the Services, may be unavailable or interrupted at any time. If you have a medical emergency, or you cannot reach your Practice when you need urgent care, call 911 or go to the nearest emergency room. SigmaMD does not monitor your health information or contact emergency services or your emergency contacts; your Practice may contact your emergency contact at its discretion.

9. Transactions and Payments

(a) General. Practices, not SigmaMD, sell the clinical products and services you buy through the Services, set their prices and policies, and are the merchant of record. SigmaMD provides payment technology and uses third-party processors and card-security providers to process payments on the Practice's behalf; SigmaMD does not store full card numbers. If SigmaMD itself offers a paid feature, its price and terms will be shown before you buy. In these Terms, purchases from Practices are “Clinician-Related Transactions,” purchases of SigmaMD paid features are “SigmaMD-Related Transactions,” and together they are “Transactions.” You expressly authorize us (or our third-party payment processor) to charge you for each of your Clinician-Related Transactions on behalf of the Clinician or other third-party service provider and for each of your SigmaMD-Related Transactions on behalf of SigmaMD. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you.

(b) Refunds and Cancellations. Refunds, cancellations and credits are governed by the policies of the Practice that sold the product or service, as presented through the Services or by the Practice. Practices may issue full or partial refunds to your original payment method; timing depends on your card issuer or bank. Contact your Practice about any billing question or dispute. All amounts are payable in U.S. dollars.

(c) Memberships and Recurring Charges. Some Practices offer memberships or plans billed on a recurring basis. Your Practice is responsible for disclosing its plan's price, billing frequency, fees, minimum term and renewal and cancellation terms before you enroll. BY ENROLLING, YOU AUTHORIZE THE PRACTICE, THROUGH OUR PAYMENT PROCESSORS, TO CHARGE YOUR SAVED PAYMENT METHOD AT THE START OF EACH BILLING PERIOD. YOUR PLAN RENEWS AUTOMATICALLY UNTIL YOU OR THE PRACTICE CANCELS. You may cancel by messaging your Practice through the Services or as described in the plan terms. Prices for dependents may change when they move into a different age band. Practices will give any advance notice of price changes or renewals that the law requires.

(d) Saved Payment Methods and Automatic Payments. You may save a credit card, debit card or bank account (“Payment Method”) with your Practice, or your Practice may add one with your authorization, including one transferred from its prior system. Unless automatic payment is turned off, you authorize the Practice to charge your saved Payment Method on each invoice's due date — for services, products, laboratory tests, vaccines, shipping and applicable taxes — and to retry declined charges. For bank accounts, you authorize ACH debits, and credits for refunds, under NACHA rules; you may revoke this authorization by removing the Payment Method or contacting your Practice. You are responsible for keeping your Payment Method current.

(e) Card Surcharges. Where permitted by law, a Practice may add a surcharge to credit card payments. Your Practice is responsible for disclosing any surcharge. It appears on your invoice and receipt, is not applied to debit or prepaid cards, and is refunded proportionally with refunds.

(f) Sponsored Plans. If an employer or other sponsor pays for or enrolls you in a plan, the sponsor's terms govern your eligibility, and coverage may end when your eligibility ends. Your enrollment and eligibility information — and, where the law and your Practice permit, information about your use of covered services — may be shared with the sponsor or its administrator.

(g) Insurance. Unless your Practice tells you otherwise, purchases may not be billed to insurance. Your Practice may give you a superbill to submit to your insurer. SigmaMD does not guarantee coverage or reimbursement, and you remain responsible for amounts not covered, including amounts a laboratory bills you directly.

10. Feedback

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

11. Your Content

(a) User Content. Our Services may allow you to submit, store, or share information, data, or content such as text (in communications with Clinicians or others), files, assessments, self-report measures, laboratory and imaging results, prescriptions and pharmaceutical documents, medical records and other health data (including any retrieved from any third-party websites or other resources accessible through the Services), documents, graphics, images, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content.” SigmaMD does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

(b) Permissions to Your User Content. By making any User Content available through the Services, you hereby grant to SigmaMD a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, and distribute your User Content in connection with operating, improving and providing the Services, subject to applicable privacy laws and in accordance with our Privacy Policy.

(c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by SigmaMD on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(d) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. Even upon termination of your account, SigmaMD may retain your medical records subject to applicable laws, which may not be removed from the SigmaMD system/platform. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

(e) SigmaMD's Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

12. Rights and Terms for the App

(a) App License. If you comply with these Terms, SigmaMD grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, and other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to other users through any means.

(b) App Stores. This Section applies to the App that you acquire from third-party application stores (e.g., the Apple App Store, Google Play, or other third-party platform from which you download and install the App) (each, together with its provider, an “App Store”). The App Store has no obligation to furnish any maintenance and support with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Store, and the App Store will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, the App Store will have no other warranty obligation whatsoever with respect to the App. The App Store is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The App Store is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party's intellectual property rights. The App Store and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, the App Store will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

(c) Connected Devices and Patient Portals. The Services may let you connect wearables, glucose monitors, scales and other devices or health apps, or enter readings yourself, and share that data with your Practice. This is a convenience feature. The Services are not a remote patient monitoring service, and SigmaMD does not provide remote patient monitoring. Neither SigmaMD nor the Services watch your data or alert anyone to it. Device data is provided “as is.” SigmaMD does not guarantee that it is accurate, complete or free of gaps, that it is imported in real time or on any schedule, that any device, app or type of measurement is supported, or that every available measurement is imported. Supported devices and data may change at any time. Always check your device manufacturer's app or portal for your actual readings, and call your Practice or emergency services if you have symptoms or a reading that worries you. If you connect a patient portal from another health system, SigmaMD imports what that system makes available. Imported records are provided “as is”; SigmaMD does not guarantee that they are accurate, complete or current, that every record is imported, or that imports happen on any schedule. Connectable health systems may change at any time. The other health system's portal remains the source of its records.

13. Communications

SigmaMD and your Practice may send you service-related messages — such as sign-in codes, appointment reminders, new messages, results, prescriptions, invoices and receipts — by email, push notification, in-app message or text message. Your Practice may call, text or leave voicemail for you using phone numbers provided through the Services. Where the law allows, calls and voicemails may be recorded, transcribed and summarized (including with AI) and added to your record; your Practice is responsible for telling you and getting any consent the law requires. By providing a mobile number, you consent to receive service-related texts, which may be sent using automated technology. Message frequency varies; message and data rates may apply. You can choose how you receive notifications, including turning off text messages, in your notification settings in the App where available, or by asking your Practice. You may also reply STOP to a text where your carrier supports it. Turning off texts does not stop messages needed to provide the Services by email or in the App. You can manage push notifications in your device settings. We do not send marketing texts.

14. General Prohibitions and SigmaMD's Enforcement Rights

You agree not to do any of the following:

(a) Post, upload, publish, submit or transmit any User Content that: (i) constitutes health data or health insurance data of any individual other than yourself, except for a Care Recipient you are authorized to act for, or family history and emergency-contact details you provide for your own care; (ii) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading or deceptive; (v) is defamatory, obscene, pornographic, vulgar or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (viii) promotes illegal or harmful activities or substances;

(b) Use, display, mirror or frame the Services or any individual element within the Services, the Sigmoid Health name, the SigmaMD name or any other name used by SigmaMD, any SigmaMD trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without SigmaMD's express written consent;

(c) Access, tamper with, or use non-public areas of the Services, SigmaMD's computer systems, or the technical delivery systems of SigmaMD's providers;

(d) Attempt to probe, scan or test the vulnerability of any SigmaMD system or network or breach any security or authentication measures;

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

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

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

(h) Use any meta tags or other hidden text or metadata utilizing a SigmaMD trademark, logo URL or product name without SigmaMD's express written consent;

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

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

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

(l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

(m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

(n) Impersonate or misrepresent your affiliation with any person or entity;

(o) Stalk or harass any SigmaMD personnel or Clinician either through or outside your use of the Services;

(p) Report false or fictitious emergencies, whether relating to yourself or others;

(q) Violate any applicable law or regulation; or

(r) Encourage or enable any other individual to do any of the foregoing.

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

15. Third-Party Services

(a) The Services may allow you to access third-party websites, content, materials or other resources (including those made available by Practices and Clinicians). We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources. We may incorporate third party software or materials as part of certain of the Services, including without limitation open source third party software. Your use of such third-party software or materials is subject to any and all applicable additional terms and conditions governing such use provided by the third-party. Where applicable, additional notices relating to the third-party may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third-party software or content.

(b) You acknowledge and agree that SigmaMD incorporates, connects to, or integrates with certain services provided by its third-party providers and licensors (“3P Providers”, and such services provided by them, as incorporated in, connected to, or integrated with the Services, the “3P Services”). You agree that the provisions set forth in Section 6, Section 7, and Section 17 apply with respect to the 3P Providers and the 3P Services. Each 3P Provider owns all right and title in and to the intellectual property comprising its 3P Services. You will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through the 3P Services.

(c) Purchases from a third-party seller such as Fullscript are sold, fulfilled, refunded and governed by that seller's terms and privacy policy.

(d) Your Practice may authorize third-party applications to access or update your information through SigmaMD's APIs. Those applications are governed by their own terms; SigmaMD does not endorse them or control their use of information accessed under the Practice's authorization.

(e) Offers. The App may show offers for third-party health products and services. Offers are not chosen using your health information. When you select an offer, you leave SigmaMD for the seller's website; your purchase and anything you share there are governed by the seller's terms and privacy policy. SigmaMD does not sell your health information or share it with advertisers.

(f) Prescription Savings Card. The savings card in the App is a third-party discount program. It is not insurance, cannot be combined with Medicare, Medicaid or other government programs, and discounts vary by pharmacy. Drug prices shown are estimates.

16. Termination

We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may request to close your account from your account settings in the App or by asking your Practice. Closing your account ends portal access but does not cancel memberships, appointments, unpaid invoices or your relationship with your Practice; contact your Practice to cancel those. However, even upon termination of your account, SigmaMD may retain your medical records subject to applicable laws, which may not be removed from the SigmaMD system/platform. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6, 7, 8, 9, 10, 11, and 14 through 22.

17. Warranty Disclaimers

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, relevance, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services. General advice and other content relayed through the Services is provided for informational and educational purposes only and is not intended to replace or substitute any medical care or specific professional advice, diagnosis or treatment. SigmaMD makes no representations or warranties regarding, and will have no responsibility for, diagnosis or treatment provided, the quality of care, the cost of care, or any other injury or loss resulting or arising from, or related to, your use of the Services. AI-generated content, including visit summaries and result explanations, is provided as is and may contain errors. Contact your Clinician if anything appears wrong.

18. Indemnity

You will indemnify and hold SigmaMD and its officers, directors, employees, contractors, service providers, licensors, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

19. Limitation of Liability

To the extent permitted by applicable law, the following limitations apply:

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

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

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SIGMAMD AND YOU. Nothing in these Terms limits liability that cannot be limited by law.

20. Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Nevada, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and SigmaMD are not required to arbitrate will be the state and federal courts located in Washoe County, Nevada, and you and SigmaMD each waive any objection to jurisdiction and venue in such courts.

21. Dispute Resolution

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

(b) Exceptions. As limited exceptions to Section 21(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

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

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

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

(e) Injunctive and Declaratory Relief. Except as provided in Section 21(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f) Class Action Waiver. YOU AND SIGMAMD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(g) Severability. With the exception of any of the provisions in Section 21(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

(h) Informal Dispute Resolution. Before either of us starts arbitration, the party with the Dispute must send the other a written notice describing the Dispute and the relief requested, and we will both try in good faith to resolve it informally for sixty (60) days after the notice is sent. You must send your notice by email to contact@sigmamd.com. We will send ours to the email address we have for you. The time limit to bring a claim in Section 22(e) is paused during this 60-day period.

(i) 30-Day Right to Opt Out. You may opt out of this agreement to arbitrate by emailing contact@sigmamd.com within thirty (30) days after you first accept these Terms or, if you accepted an earlier version, within thirty (30) days after this version takes effect. If you opt out, neither you nor SigmaMD may require the other to arbitrate, and Disputes will be resolved in the courts described in Section 20.

22. General Terms

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

(b) Entire Agreement. These Terms, together with any additional SigmaMD terms presented through the Services, constitute the entire and exclusive understanding and agreement between SigmaMD and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between SigmaMD and you regarding the Services. Your Practice's plan terms are a separate agreement between you and your Practice. The Privacy Policy and the Authorization describe how your information is handled. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without SigmaMD's prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. SigmaMD may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

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

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

(e) Limitation of Claims. No action arising under or in connection with these Terms, regardless of the form, may be brought by you more than one (1) year after the cause of action arose; actions brought thereafter are forever barred.

23. Contact Information

If you have any questions about these Terms or the Services, please contact SigmaMD at contact@sigmamd.com.