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Terms Of Use

Last Updated: May 2024

Persana, Inc. (“Persana” or “us”), and you agree that the terms of use (the “Terms of Use” or “Agreement”) set forth herein govern your use and access to our platform (“Platform”), services and website (www.persana.com), including any mobile or social media platforms and the content thereof (collectively, the “Site”), as well as the products and services made available to users through the Site (collectively, the “Services”).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY CLICKING “AGREE”, CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, OR OTHERWISE AFFIRMATIVELY ACCEPTING THESE TERMS OF USE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US; AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE PERSONALLY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICES.

Certain features, products, or software that you use or download through the Services may be subject to additional terms and conditions presented to you at the time that you use or download them.

PLEASE NOTE THAT THESE TERMS OF USE ARE SUBJECT TO CHANGE BY PERSANA AT ITS SOLE DISCRETION AT ANY TIME AND WITHOUT PRIOR NOTICE TO YOU. When changes are made, we will make a new copy of these Terms of Use available on the Site. Any changes are effective upon posting to the Site. Unless otherwise indicated, any new Services are subject to these Terms of Use upon posting to the Site. Please check these Terms of Use periodically for changes. Your continued use of the Services following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

 User Accounts.

(a) The Site generally has two types of users: “Providers” and “Clients.” A Provider is a person providing audio/video chat session/meetings (“Sessions”) using the Services, such as a dermatologist or plastic surgeon; a Client is a person visiting or using the Site to schedule or receive a Session. Collectively, Providers and Clients are referred to as “Users” or “you.” Users may be required to register and create an account to access certain features of the Services (the “User Account”). When you set up a User Account, you must provide us with information about yourself in the applicable registration form, including your name and contact information (collectively, “Account Credentials”). We reserve the right to reject your Account Credentials and deny you access to the Site at any time, for any reason, at our sole discretion.

(b) You will also be required to log in using your username and password. You represent and warrant that (a) all required registration information you submit is truthful and accurate and (b) you will maintain the accuracy of such information. You are responsible for protecting your username and password and are responsible for all activity through your User Account, whether authorized by you or not. If someone accesses the Site using Account Credentials that we have issued to you, we will rely on those Account Credentials and will assume that it is really you or your representative who is accessing the Site. You are solely responsible for any and all use of your User Account and all activities that occur under or in connection with your Account Credentials. You should contact us immediately if you believe your Account Credentials are being used by someone else without your permission.

(c) If you are a Provider, you will also enter into a separate services agreement with Persana that will provide additional terms regarding your relationship with Persana and will incorporate by reference these Terms of Use.

(d) If you are a Client, you will also enter into a separate client services agreement with Persana that will provide additional terms regarding use of Persana’s services and relationship with any Provider.

 The Services.

(a) No Urgent/Emergency Use; No Patient/Provider Relationship. THE SITE AND SERVICES SHOULD NEVER BE USED FOR MEDICAL EMERGENCIES OR URGENT SITUATIONS OR INSTANCES WHERE SOMEONE MAY BE IN DANGER OR REQUIRE IMMEDIATE ASSISTANCE. IF YOU ARE EXPERIENCING ANY KIND OF EMERGENCY, YOU SHOULD CALL 911 IMMEDIATELY. The content of the Site and the Services are for informational purposes only and for scheduling nonurgent Sessions. Persana is not a medical professional, surgical provider, or other licensed clinical provider but makes available certain technology and administrative services to Providers who use the Site to deliver their services. As such, Persana does not make any representations or warranties about the training or skill of any Provider who uses the Site. All information provided by Persana, or in connection with this Site and/or the Services, is intended for general informational purposes only and is in no way intended to create a physician-patient or other similar provider-patient relationship as defined by applicable law; such a relationship may only be established between a Client and a Provider. Clients should always seek the advice of their chosen health care professionals on any questions or concerns they may have regarding their individual needs and any medical conditions, and they should always seek the advice of a physician or other qualified health care provider concerning questions they have regarding a medical condition and before stopping, starting, or modifying any treatment or medication. Persana does not recommend or endorse any specific tests, health care professionals, medications, products, or procedures. Never disregard, avoid, or delay obtaining any professional clinical advice from a qualified health care professional because of information you receive through the Services. Client acknowledges that Client’s reliance on any information or communications delivered or provided by a Provider through the Site or Services is solely at Client’s own risk. In addition, Client understands that a provider-patient relationship may not necessarily be established between the Client and any Provider through the use of the Services.

(b) We Are Not and Providers Who Render Services Through the Site May Not Be In-Network Providers With Insurance Plans. We are not a provider and are not in-network with any insurance plans. Providers may also not be in-network with, and/or may not accept payment for Sessions and other services from, any health or other insurance plans. As a result, a service Client receives from a Provider might not be covered by any insurance policy.

(c) Client/Provider Scheduling. A Provider has the absolute right and full discretion to accept or reject a request from a Client for a Session, and shall only accept those Clients currently residing in states where the Provider is appropriately licensed to provide services, if a license is necessary.

 Virtual Services and Permission.

A Client will have an audio/visual virtual introductory chat session with a Provider who agrees to meet with the Client. Such a Session is not intended to establish a provider-patient relationship unless the Provider affirmatively states that a provider-patient relationship will be established; a Provider and Client may decide following a Session to establish a patient-provider relationship through any mechanism permitted under law.Persana provides the technology to enable Sessions as part of the Services. If you participate in a Session with a Provider, you acknowledge the risks associated with Sessions, which may include insufficient transmission of data or information to allow for appropriate medical or health care decision-making. Further, you understand that it may be possible that your needs cannot be met via a Session, and you may be directed to seek additional in-person care. Your Provider may require you to sign additional consents forms or provide you with additional information related to receiving services.

BY PARTICIPATING IN A SESSION, YOU ACKNOWLEDGE AND AGREE THAT PERSANA IS SOLELY PROVIDING THE TECHNOLOGY PLATFORM AND IS NOT PROVIDING MEDICAL ADVICE OR HEALTH CARE SERVICES. PERSANA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED – AND SHALL HAVE NO LIABILITY OR RESPONSIBILITY – IN CONNECTION WITH ANY HEALTH CARE SERVICES, MEDICAL ADVICE, PRESCRIPTIONS, OR MEDICATION RECOMMENDATIONS THAT MAY BE DELIVERED THROUGH THE SERVICES.

 User Data.

(a) Ownership of User Data. You affirm, represent, and warrant that you own or have all necessary intellectual property rights (which include copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law), licenses, consents, and permissions to use and authorize Persana to use, retain, copy, and process your data (“User Data”) in connection with the Services and as contemplated by this Agreement. “User Data” means any data or images (i) that you upload, stream, or submit to or through the Services or (ii) generated or collected on your behalf from the Services or third parties, including, but not limited to, protected health information as defined by the Health Insurance Portability and Accountability Act (“HIPAA”). You further affirm, represent, and warrant that the User Data provided to Persana is complete and accurate, and is not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party.

(b) Persana Rights to User Data. Although Persana has no obligation to screen, edit, or monitor User Data, except if required by law, we may delete, remove, or suspend the use of User Data at any time and for any reason. By accessing or using the Services, you consent to the processing, transfer, and storage of information about you in the United States.

(c) License to User Data. By using the Services, including uploading, entering, or submitting User Data, you give Persana the following irrevocable rights (referred to individually and collectively as our “Service Data License”).

(i) To use User Data for the purposes of providing you the Services and further developing, improving, maintaining, safeguarding and marketing Persana’s products and services (including the Services) (“Improvement and Marketing Purposes”). Our license to your User Data includes allowing us to use it to fix or enhance the Services, such as by copying, analyzing, and using any User Data as Persana may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Services and future improvements to the Services.

(ii) To de-identify your User Data and use de-identified data for free in perpetuity (which means even after you stop using or you or we terminate the Services). “De-identified Data” means data from which all individual identifiers have been removed, including data that is de-identified, as defined by HIPAA, and data that has been rendered completely anonymous as to the User.

(iii) To transfer the license:

(1) To a third party to use the De-identified Data

(2) To a third party to use User Data for Improvement and Marketing Purposes

(iv) To share and manipulate your User Data, including through distribution, preparation of derivative works, and display, including creating De-identified Data or for Improvement and Marketing Purposes.

We will exercise the foregoing rights and Service Data Licenses only in accordance with the Persana Privacy Policy, meaning that when we use your User Data, we will do so only as set forth in our Privacy Policy.

You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Data that you may have under any applicable law under any legal theory, which means that you agree not to sue Persana claiming that we have no right to use User Data or your De-Identified Data.

(d) User Data from Payment Processors. Notwithstanding anything to the contrary, or in any payment processing agreement between you and a payment processor (including Stripe), by using the Services, including uploading, entering, or submitting User Data into the Services, you also grant Persana a license, as described above, to obtain, copy, and use, at Persana’s request, without notice to you, De-identified Data received from payment processors, banks, card and ACH processors, and gateway providers.

(e) User Data Restrictions. You may not post, upload, transmit, store, or share any User Data that:

(i) Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;

(ii) 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) May infringe, misappropriate, or otherwise violate any patent, trademark, trade secret, copyright, or other intellectual property right or other proprietary right of any party, or that is otherwise protected by intellectual property rights or other proprietary rights (including trade secret or privacy rights), unless you are the owner of such rights or have permission from the rightful owner to upload or submit the User Data and to grant Persana the licenses granted above;

(iv) Contains any private or personal information of a third party without such third party’s consent or

(v) Creates a false identity or duplicative accounts for the purpose of misleading others or impersonates any person or entity, or falsely states or otherwise misrepresents an affiliation with a person or entity;

(vi) Contains any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “phishing,” or any other form of solicitation, commercial or otherwise;

 Modification and Termination.

You agree that we, in our sole discretion, may immediately suspend or terminate your access to the Site or any part of the Services at any time, for any reason, in our sole discretion. We also reserve the right, at any time, to modify the Services or to modify, suspend, or discontinue the Site, or any part thereof, with or without notice. You agree that we will not be liable to you or to any third party for any modification of the Services or modification, suspension, or discontinuance of your access to the Site.

 Use of Platform and Ownership.

(a) Consent to Electronic Communications and Telephone Calls. When you provide us with your email and/or phone number or communicate with us electronically via email, text message, or message via the Site (“Electronic Messaging”), you consent to receive communications from us electronically through the number(s) or email address(es) you provide, regarding, and without limitation, appointment scheduling and reminders, actions to take in advance of appointments, appointment follow-ups, billing, offers and promotions, eligibility for programs/benefits, and educational materials and opportunities. Therefore, you agree to promptly notify us if you change your contact information, by updating this information in your account settings. Message and data rates may apply. Consent is not a condition of any purchase or receipt of services. If you opt out of electronic communications, we may need to continue to send you certain communications electronically regarding the Services, such as copies of your receipts or appointment reminders. You will not be able to opt out of those communications.You may opt out of marketing-related electronic communications through your account or by following the unsubscribe instructions in any communication you receive from us. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice as described above. Your withdrawal of consent will not affect the legal validity or enforceability of these Terms of Use provided to and accepted by you. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.

You understand that the use of Electronic Messaging has a number of risks, including the following:

  • Electronic Messaging can be circulated, forwarded, broadcast to unintended recipients, and stored electronically and on paper.
  • Senders can easily misaddress Electronic Messaging and send the information to an undesired recipient.
  • Backup copies of Electronic Messaging may exist even after deletion.
  • Electronic Messaging may not be secure and can possibly be intercepted, altered, forwarded, or used without authorization or detection.
  • Electronic Messaging service providers may charge for calls or messages received.
  • Employers and online service providers may have a right to inspect Electronic Messaging sent through their company systems.

Understanding these risks, you consent to the use of Electronic Messaging, subject to the following conditions:

  • In a medical emergency, Electronic Messaging from you should NOT be used. Rather, you should call 911.
  • Electronic Messaging may be filed in your medical record.
  • Persana is not liable for breaches of confidentiality caused by you or any third party related to sending or receiving Electronic Messaging.

You acknowledge that telephone calls to or from Persana may be monitored and recorded, and you agree to such monitoring and recording.

(b) Release. You also release Persana and its subsidiaries and affiliates, and as to each, any of their officers, directors, employees, contractors, agents, licensors, third-party service providers, subcontractors, suppliers, and investors (collectively, “Persana Parties”) from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities, or other harms resulting from or relating to the calls, text messages, emails, or other messages, including, without limitation, any claims, causes of action, or lawsuits based on any asserted violations of the law (including, without limitation, the Telephone Consumer Protection Act, the Truth in Caller ID Act, the CAN-SPAM Act, the Fair Debt Collection Practices Act, the Fair Credit Reporting Act, HIPAA, any similar state and local acts or statutes, and any federal or state tort or consumer protection laws).

(c) Our Content and Site. You understand and acknowledge that the content, information, products, documentation, and other materials on the Site (including the Site itself and any software, interfaces, or designs thereof) and any trademark, copyright, and other intellectual property rights are, without limitation, (i) subject to other intellectual property and proprietary rights and laws, including copyright and trademark, and (ii) owned by us. The Site may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, and restrictions contained in or attached to the Site. Nothing in these Terms of Use grants you any right to receive delivery of a copy of the Site or to obtain access to the Site except as generally and ordinarily permitted through the Site, according to these Terms of Use. Furthermore, nothing in these Terms of Use will be deemed to grant, by implication, estoppel, or otherwise, a right to use our trademarks.

(d) Feedback. You agree that submission of any oral, written, or other ideas, suggestions, documents, and/or proposals to Persana regarding the Site or Services is intended for our use and that Persana may use, adapt, and derive commercial benefit from any such input without restriction and without any obligations to you, even after you cease use of the Services or Site.

(e) Restrictions. The rights granted to you in these Terms of Use are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Site or any portion thereof; (ii) you shall not frame or utilize framing techniques to enclose any trademark or logo of Persana or the Site (including images, text, page layout, or form); (iii) you shall not use any metatags or other “hidden text” using the Persana name or trademarks; (iv) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse-compile, or reverse-engineer any part of the Site, except to the extent the foregoing restrictions are expressly prohibited by applicable law, or otherwise gain unauthorized access to any part of the Site by hacking, password “mining,” or any other unauthorized means; (v) you shall not access the Site in order to build a similar or competitive application or service; (vi) you shall not probe, scan, test the vulnerability of or breach the authentication measures of, the Services or any related networks or systems; (vii) you shall not harvest or otherwise collect information about others, including email addresses; (viii) you shall not use any robot, spider, scraper, or other automated or manual means to access the Services; (ix) you shall not upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; and (vi) you shall not use the Site unless you are at least 18 years of age or the age of majority in the applicable jurisdiction and can form legally binding contracts under applicable law.

 Online Payments.

Persana uses Stripe, Inc., and its affiliates as the third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (a “Third-Party Service Provider”). By purchasing the Services, you agree to be bound by Stripe’s privacy policy (currently accessible at https://stripe.com/privacy) and its terms of service (currently accessible at https://stripe.com/legal/ssa?) and hereby consent and authorize each of Persana and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions.

 Indemnification.

You agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless each and all Persana Parties from and against any and all claims, demands, suits, actions, proceedings, settlements, judgments, injuries, losses, liabilities, expenses, damages, and costs, including attorney fees and court costs, of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way relating to your access to or use of the Site and the Services or receipt of any Session, your fraud, violation of law, or willful misconduct, any breach of these Terms of Use or your violation of any rights of any other person or entity. Persana reserves the right to control the defense of any claim by a third party for which Persana is entitled to indemnification, and you agree to provide Persana with such cooperation as is reasonably requested by Persana.

 Disclaimer of Warranties.

(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES AND OUR PLATFORM IS VOLUNTARY AND AT YOUR SOLE RISK, AND THE SERVICES AND OUR PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. PERSANA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, ARISING FROM USE OF THE SITE. PERSANA MAKES NO WARRANTY, REPRESENTATION, GUARANTEE OR CONDITION THAT (1) SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. PERSANA MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO THE SERVICES OR ANY SESSION, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION, AND OTHER CHARACTERISTICS OF THE SERVICES OR ANY SESSION.

(d) YOU ACKNOWLEDGE AND AGREE THAT (1) YOUR USE OF THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND (2) PERSANA DOES NOT PROVIDE HEALTH CARE SERVICES OR MEDICAL ADVICE. PROVIDERS USING THE SITE TO PROVIDE ANY PROFESSIONAL OR OTHER SERVICES ARE SOLELY RESPONSIBLE FOR THE SERVICES EACH PROVIDES TO A CLIENT. EACH PROVIDER IS RESPONSIBLE FOR THEIR SERVICES AND COMPLIANCE WITH THE REQUIREMENTS APPLICABLE TO THEIR PROFESSION AND LICENSE, IF ANY. NEITHER PERSANA NOR ANY THIRD PARTIES THAT SUPPORT THE SERVICES OR PROVIDE YOU WITH A LINK TO THE SERVICES SHALL BE LIABLE FOR ANY PROFESSIONAL ADVICE YOU OBTAIN FROM A PROVIDER VIA THE SERVICES.

(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PERSANA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 Limitation of Liability.

(a) DISCLAIMER OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PERSANA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, INCLUDING LOST PROFITS, WHETHER OR NOT PERSANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ARISING OUT OF OR IN CONNECTION WITH THE SERVICES ON ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY.

(b) CAP ON LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, UNDER NO CIRCUMSTANCES WILL PERSANA BE LIABLE TO YOU FOR MORE THAN FIFTY DOLLARS ($50).

(c) BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND PERSANA.

(d) PERIOD FOR CLAIMS. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

 Dispute Resolution.

Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Persana and limits the manner in which you can seek relief from us.

(a) Definition. For purposes of this section, “Dispute” shall mean any dispute, claim, or controversy arising out of or relating to these Terms of Use (such as with respect to their validity or enforceability); the Services; your (or anybody else’s) access to and/or use of the Services; and/or the provision of content, products, Services, and/or technology on or through the Site. Disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets, as well as claims of piracy or unauthorized use of the Site, shall not be subject to arbitration.

(b) Applicability of Arbitration Agreement. Except if doing so is prohibited by law, you agree that any Dispute will be resolved by binding arbitration rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (nonclass, nonrepresentative) basis, and (2) you or Persana may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the existence of these Terms of Use (or any prior version of these Terms of Use) as well as claims that may arise after the termination of these Terms of Use.BY AGREEING TO ARBITRATION WITH PERSANA, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST PERSANA ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST PERSANA IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS OF USE, INCLUDING THIS ARBITRATION AGREEMENT.

(c) Arbitration Rules. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use and administered by the AAA. The AAA Rules and fee information are available at www.adr.org or by calling the AAA at 1 (800) 778-7879. Payment of all filing, administration, and arbitration fees will be governed by the AAA Rules. The decision from the arbitration will be in writing and binding and conclusive on Persana and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Persana and you agree that dispositive motions, including, without limitation, motions to dismiss and motions for summary judgment, will be allowed in the arbitration. The arbitrator(s) must follow these Terms of Use and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney fees. Persana and you understand that absent this mandatory arbitration provision, Persana and you would have the right to sue in court and have a jury trial. Persana and you further understand that in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.

(d) Arbitration Forum. You or Persana may choose to pursue a claim in small claims court where jurisdiction and venue over you and Persana otherwise qualify for such small claims court and where the claim does not include a request for any type of equitable relief. However, if you decide to pursue a claim in small claims court, you still agree to provide Persana 30 days’ advance notice by email to support@persana.com and by U.S. mail to Persana, Inc., 9401 Wilshire Blvd, Suite 650, Beverly Hills, CA 90212, USA.

(e) Authority of Arbitrator. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any Dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Persana. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any nonmonetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms of Use (including this Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

(f) Thirty-Day Opt-Out. You have the right to opt out of and not be bound by the provisions requiring arbitration by sending written notice of your decision to opt out to Persana by email to support@persana.com and by U.S. mail to Persana, Inc., 9401 Wilshire Blvd, Suite 650, Beverly Hills, CA 90212, USA. The notice must be sent within 30 days of your first use of any of the Services. If you do not opt out via this method, you will be bound to arbitrate Disputes in accordance with the terms of these paragraphs. If you opt out of the provisions requiring arbitration, Persana will not be bound by these provisions either. If any clause within this section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.

(g) Waiver of Jury Trial. YOU AND PERSANA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Persana are instead electing that all claims and Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified otherwise in this section. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Use as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is very limited.

(h) Severability. If any court or arbitrator determines that the class/consolidated/representative action waiver set forth in this section is void or unenforceable for any reason or that arbitration can proceed on a class, consolidated, or representative basis, then the Disputes, claims, or controversies will not be subject to arbitration and must be litigated in a federal court located in Los Angeles County, California. If any clause within this Dispute Resolution section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.

(i) Waiver of Class Action. This Waiver of Class Action subsection will also apply to any claims asserted by you against any present or future parent, subsidiary, or affiliated company of Persana, or any employee, officer, director, or investor of Persana, and to any claims asserted by any of them against you, to the extent that any such claims are a Dispute.

(j) Survival. This Arbitration Agreement will survive the termination of your relationship with Persana.

 General Provisions.

(a) Laws. You are responsible for compliance with all applicable laws.

(b) Choice of Laws. These Terms of Use and the relationship between you and us will be governed by the laws of the state of California without giving effect to any choice-of-law principles that would require the application of the laws of a different country or state. Any legal action, suit, or proceeding arising out of or relating to these Terms of Use or your use of the Services that is not subject to arbitration must be instituted exclusively in the federal or state courts located in the state of California and in no other jurisdiction. You further consent to exclusive personal jurisdiction and venue in the state of California, and agree to service of process issued or authorized by, any such court.

(c) Nonassignment. These Terms of Use are personal to you, and you may not transfer, assign, or delegate your rights and/or duties under these Terms of Use to anyone else, and any attempted assignment or delegation is void. We may assign our rights and/or duties under these Terms of Use. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder.

(d) Miscellaneous.

(i) Headings. The paragraph headings in these Terms of Use, shown in boldface type, are included only to help make these Terms of Use easier to read and have no binding effect.

(ii) Waiver. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing and signed by us, nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default.

(iii) Severability. If, for any reason, a court of competent jurisdiction finds any provision of these Terms of Use to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use will continue in full force and effect.

(iv) Entire Agreement. These Terms of Use, along with the agreements referenced in these Terms of Use, constitute the entire agreement between you and us with regard to the matters described above and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Persana with respect to the Services, except for Providers and Clients, who are also bound by the service agreement entered into between Providers and us or Clients and us. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Terms of Use to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form. For purposes of any Dispute, Persana’s records shall be conclusive in all respects.

(a) Force Majeure. We will not be deemed to be in breach of these Terms of Use or liable for any breach of these Terms of Use or of the Privacy Policy due to any event or occurrence beyond our reasonable control, including, without limitation, acts of God, pandemics, epidemics, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.

(b) Third Parties. Unless expressly stated in these Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, Persana, and its affiliates. Nothing in these Terms of Use is intended to relieve or discharge the obligation or liability of any third parties to you, Persana, and its affiliates, nor shall any provision give any third parties any right of subrogation or action against you, Persana, and its affiliates.

Contact Information

If you have any questions or comments regarding our Terms of Use, you can contact us at support@persana.com.

By mail: Persana, Inc., 9401 Wilshire Blvd, Suite 650, Beverly Hills, CA 90212, USA.