These Terms of Use (these “Terms”) are a legally binding contract between you and Modum, Inc. and its affiliates (collectively “Modum”, “we,” or “us”) regarding your use of the mobile and web apps, websites, hardware sensor, related accessories (Equipment), and services of Modum (collectively the “Services” or “Service”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING THIS SITE, OUR MOBILE APPLICATIONS, OR BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE LEGAL TERMS AND CONDITIONS HEREINAFTER. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS THIS WEBSITE OR USE THE MODUM APPS.

No Medical Advice

The Service does not provide medical advice, interpretations, or any clinical diagnosis. The Service may contain general information related to musculoskeletal health and other health care topics, but any such information is provided for informational purposes only. It is not a substitute for consultation with a physician or other qualified healthcare professional. You should always consult with a doctor or other healthcare professional for medical advice or information about diagnosis and treatment.

You should seek emergency help or follow-up care when recommended by your physician or other health care professional or when otherwise needed. always seek the advice of a physician or other qualified health care professional concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment plans. you should not disregard or delay to seek medical advice based on anything that appears or does not appear in the service. 

Dispute Resolution

You agree that the Terms and the Services are governed by the laws of the State of California. Any disputes or claims that arise between you and Modum shall be resolved exclusively through binding arbitration, except that you may assert claims in small claims court if applicable. Any action or proceeding relating to the Services shall be instituted in California, and the jurisdiction and venue shall be in California.

IF YOU BELIEVE YOU HAVE AN EMERGENCY, CALL 9-1-1 IMMEDIATELY!

IMPORTANT INFORMATION ABOUT DISPUTE RESOLUTION

You agree that the Terms and the Services are governed by the laws of the State of California, without regarding the conflict of law provisions. You and Modum each agree that any and all disputes or claims that have arisen or may arise between you and Modum shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. Any action or proceeding relating to your access to, or use of, the Services shall be instituted in the State of California. You and Modum agree to submit to the jurisdiction and agree that venue is proper in any such action or proceeding. The parties both waive the right to a jury trial, and agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Other Terms

• Service Overview: The Service provides an exercise program and related information as prescribed by your physician. You assume all risk and Modum is not responsible for any harm resulting from your use of the Service.
• Eligibility: You must be at least 18 years old to use the Service.
• Licenses: Modum grants you a limited, non-exclusive, non-transferable license to access and use the Service for personal, non-commercial use.
• Consent to Communications: By providing us with your contact information, you agree to receive communications from Modum, including email and phone calls, including text messages.
• Notifications and Automatic Alerts: Modum may send you notifications and alerts based on data analysis, but makes no warranties regarding their accuracy or timeliness.
• Prohibited Conduct: You agree not to use the Service for illegal purposes or to engage in activities that harm Modum’s reputation.
• Termination of Use: Modum may terminate or suspend your access to the Service if you violate these Terms or for any reason, with or without notice.

For additional terms, such as our Privacy Policy, please refer to our full Terms of Use on our website.

Other Terms

1. Service Overview

The Service provides an exercise program and related information as prescribed by your physician. The Service uses a hardware sensor to measure data on your muscle and motion activity during the exercise sessions. You understand and agree that the Service does not provide medical advice and you should consult with your physician or other qualified health care professional with respect to any musculoskeletal treatment. To the fullest extent permitted by law, you assume all risk and Modum is not responsible for any harm to you or others that may occur from your use of the Service. You may not access or use the Service for any other purpose. You are solely responsible for any information including answers to questionnaires or other content or materials you upload to or transmit through the Service (Communications Data).

2. Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are an individual who is at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) your registration and your use of the Service is in compliance with all applicable laws and regulations; and (d) you have read the Modum Privacy Policy, as further described on our website and mobile apps. In these Terms, “you” shall mean the person using the Service.

3. Licenses

a. Limited License

Subject to your ongoing compliance with these Terms, Modum grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal, non-commercial use for lawful purposes. No other implied license or right is granted to you under these Terms.

b. License Restrictions

Except and solely to the extent permitted by applicable law notwithstanding these restrictions, you may not at any time, directly or indirectly, and may not permit any other person to: (i) reproduce, distribute, publicly display, or publicly perform the Service or any part thereof including any audio and video clips; (ii) reverse engineer, decompile, or make modifications to the Service or any part thereof; or (iii) interfere with or circumvent any feature of the Service or any part thereof, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.

c. Reservation of Rights

Modum reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to Modum’s intellectual property.

d. Open Source Software

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components (“Open Source Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms will be deemed to prevent or otherwise restrict you from obtaining such Open Source Components under the applicable third-party licenses or to limit your use of such Open Source Components thereunder.

4. Consent to Communications

By providing us with your contact information and using the Service, you agree to receive communications, including via email and phone calls (including text messages and calls), and push notifications from or on behalf of Modum at the email address or telephone number you provided even if that number is on a National or State Do Not Call List. These calls and messages may be for informational purposes, such as to provide you with the information or consultation you requested. Standard text messaging and telephone minute charges applied by your cell phone carrier will apply.

5. Notifications and Automatic Alerts

Under some circumstances, Modum may present you with notifications, prompts with links to additional information, or suggested actions based on Modum’s analysis of your Communications Data and other information you have provided to Modum. Modum makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of any push notifications. You accept that any reliance on these notifications will be at your own risk, and Modum disclaims all liability arising from your use of them or reliance upon them. You agree that Modum may send notifications to your mobile device for Service-related or marketing purposes, if notifications are enabled, provided that we do so in accordance with the Modum Privacy Policy. You may turn off push notifications through your application settings.

6. Return of Equipment

You understand that you are responsible for returning the Equipment to your physician upon termination of the Services. You understand that if you do not return the Equipment immediately upon termination, you may be billed for the full cost of the Equipment.

7. Use of Bluetooth

The Modum apps communicate with the sensor through Bluetooth technology and the Modum mobile app will need permission to use Bluetooth in order to function correctly. This can be done in the mobile phone’s settings page. In some cases, to ensure the Services are properly delivered, the Modum app may restart the Bluetooth connection in order to perform the services, and such restarting of the Bluetooth connection may interrupt other Bluetooth connections established with that mobile device.

8. Prohibited Conduct

By using the Service, you agree not to, directly or indirectly, and may not permit any other person to:

• Use or access the Service (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law;
• Conduct activities that may be harmful to others or that could damage Modum’s reputation;
• Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right, or violating any third-party privacy right;
• Post, upload, or distribute marketing or advertising links or content, or any user content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
• Use scrapers, robots, or other data-gathering devices on or through the Service;
• Interfere with security-related features of the Service;
• Interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) attempting to collect personal information, Communications Data, or other information about another user or third party without their consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
• Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or accreditation, or falsifying the information you provide to us;
• Modify, translate, or create derivative works, adaptations or compilations of, or based on, the Service or part thereof, or use, copy, or reproduce the Service or any part thereof other than as expressly permitted in these Terms;
• Use the Service during any activity that may distract you from safely using the Service; for example, using the Service while driving or operating machinery;
• Assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Material; or
• Attempt to do any of the acts described in this Section 8, or assist or permit any person in engaging in any of the acts described in this Section 8.

9. Third-Party Services and Linked Websites

Websites and services provided by third parties are not under our control, and we are not responsible for any third-party services. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for them or their content.

10. Termination of Use; Discontinuation and Modification of the Service

If you violate any provision of these Terms, and to the extent permitted under applicable law, your permission from to use the Service will terminate automatically. In addition, Modum may in its sole discretion suspend or terminate your access to the Service at any time if you violate any provision of these Terms, if we no longer provide any part of the Service, or for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. To the fullest extent permitted under applicable law, we will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.

11. Privacy Policy; Third-Party Services; Additional Terms

a. Privacy Policy

Please read Modum’s Privacy Policy (Privacy Policy) (found on our website and in the mobile apps) carefully for information relating to our collection, use, storage and disclosure of your personal information. By accessing or using the Service, you explicitly consent to the collection, hosting, use, disclosure, and other processing or handling of your personal information (including sharing data with third-party providers) as described in the Privacy Policy.

12. Modification of these Terms

We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we will notify you of the modified Terms by email to the address you provided in your user profile and/or in a notification in the Service or on our website. Material modifications will be effective upon your acceptance of such modified Terms or upon your continued use of the Service after we send or post our notification of the changes, whichever is earlier. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

13. Ownership; Proprietary Rights

The Service is owned and operated by Modum The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), audio and video clips, software, services, and all other elements of the Service (“Materials”) provided by Modum are protected by intellectual property and other laws. All Materials included in the Service are the property of Modum or our third-party licensors. Except as expressly authorized by Modum, use of the Materials is strictly prohibited. If you use our Materials in an unauthorized way, your Limited License will terminate automatically and you may be in violation of applicable laws (such as copyright and trademark laws). Modum reserves all rights to the Materials not granted expressly in these Terms.

14. Feedback

If you choose to provide input or suggestions regarding your experience with the Service (“Feedback”), then you hereby grant Modum an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to use such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

15. Indemnity

To the fullest extent permitted under applicable law, you are responsible for your use of the Service, and you will defend and indemnify Modum and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, Modum) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; and (e) fraud, intentional misconduct, criminal acts, gross negligence, or negligence committed by you. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

16. Disclaimers; no warranties

The service and all materials, products, and content available through the service are provided “as is” and on an “as available” basis, without warranty or condition of any kind, either express or implied. modum disclaims, and you hereby expressly waive, all warranties of any kind, whether express, implied, or statutory, relating to the service and all materials, products, and content available through the service, including: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; (b) any warranty arising out of course of dealing, usage, or trade; and (c) any warranty as to whether the communications data or other information available through or transmitted by the service is true, complete or accurate. modum does not warrant that the service or any portion of the service, or any materials or content offered through the service, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and do not warrant that any of those issues will be corrected.

No advice or information, whether oral or written, obtained by you from modum or any materials or content available through the service will create any warranty not expressly stated in these terms. use of the service is at your own risk, and you assume full responsibility for any damage to your system or mobile device used in connection with the service, or the loss of data that results from the use of the service or the download or use of that material or content.

The above paragraphs apply to the fullest extent permitted under applicable law. some jurisdictions may prohibit a disclaimer of warranties, in particular a disclaimer of warranties provided or implied by law, and you may have other rights that vary from jurisdiction to jurisdiction.

17. Limitation of liability

In no event will modum be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for increased costs, diminution in value or lost business, production, revenues, or profits, goodwill, reputation, or any other intangible loss) arising out of or relating to these terms or your access to or use of, or your inability to access or use the service or any materials, products, or content available on or through the service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not modum has been informed of the possibility of damage.

The aggregate liability of modum to you for all claims arising out of or relating to these terms or your use of or any inability to use any portion of the service, products sold through the service, or otherwise under these terms, whether in contract, tort, or otherwise, is limited to $100, to the fullest extent permitted under applicable law.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. accordingly, the above limitation may not apply to you. furthermore, nothing in these terms limits or excludes any liability that cannot be limited or excluded by law.

Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these terms. this allocation is an essential element of the basis of the bargain between the parties. each of these provisions is severable and independent of all other provisions of these terms. the limitations in this section 17 will apply even if any limited remedy fails of its essential purpose.

18. Force Majeure

To the fullest extent permitted under applicable law, Modum will be excused from performance under these Terms for any period that it is prevented from or delayed in performing any obligations pursuant to these Terms, in whole or in part, as a result of a Force Majeure Event. For purposes of this section, “Force Majeure Event” means an event or series of events caused by or resulting from any of the following: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes, (d) labor strikes; (e) telecommunications, network, computer, server, or Internet disruption or downtime; (f) unauthorized access to Modum’s information technology systems by third parties; or (g) other causes beyond the reasonable control of Modum.

19. Governing Law and Venue

These Terms and your use of the Service are governed by the laws of the State of California, USA, without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Modum agree to submit to the exclusive jurisdiction of the state courts and federal courts located within San Jose, California, for the purpose of litigating any dispute, and you hereby consent to the personal jurisdiction and venue thereof. We operate the Service from our offices in the United States, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

20. General

These Terms, together with the Modum’s privacy policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Modum regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, the “NO MEDICAL ADVICE” section, and Sections 3, 6, 8-10, and 12-25, along with any other accompanying agreements, will survive, and to the extent we continue to process information about you, we will do so in accordance with Modum’s Privacy Policy.

21. Export

You may not use the Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.