Terms of Use

Last Modified: May 9, 2022

Acceptance of the Terms of Use

Welcome and thank you for your interest in Nodal Health, Inc. (“Nodal,” “Company,” “we,” or “us”)! The following terms and conditions ("Terms of Use") govern your access to and use of https://www.nodal.com and any mobile application, including any content, functionality, and services offered (collectively, the "Site"), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Site because these Terms of Use are a legally binding contract between you and Nodal. By using the Site and/or by clicking “I accept” to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://nodal.com/privacy-policy, incorporated herein by reference. If you do not agree to these Terms of Use or the incorporated Privacy Policy, you must not access and/or use the Site.

This Site is offered and available ONLY to users who are 20 years of age or older AND reside in the United States or any of its territories. By using this Site, you represent and warrant that you are of legal age to form a binding contract with the Company. If you do not meet all of these requirements, you must not access and/or use the Site.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. 

Accessing the Site and Account Security

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows:

●   Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

●   You may store files that are automatically cached by your Web browser for display enhancement purposes.

●   You may print or download one copy of a reasonable number of pages of the Site for your own personal, non commercial use and not for further reproduction, publication, or distribution.

●   If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

●   If we provide social media features with certain content, you may take such actions as are enable by such features.

You must not:

●   Modify copies of any materials from the Site.
●   Use an illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
●   Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.


You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site. 


If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your right to use the Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Site:

●   For any illegal purpose or in violation of any local, state, national, or international law or regulation (including, without limitation,any laws regarding the export of data or software to and from the US or other countries);

●   To harass, threaten, demean, embarrass or otherwise harm any other user of the Site;

●   Make any unauthorized recordings or screen captures of any content on the Site;

●   Simultaneously livestream any content/webinar via a third-party platform;

●   To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use;

●   To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation;

●   To perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or falsifying your age/date of birth;

●   To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);

●   To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site, or expose them to liability;

●   To interfere with the operation of the Site or any user’s enjoyment of the Site including by (a) making any unsolicited offer or advertisement to another user; (b) disseminating any virus, adware, spyware, worm, or other material that is malicious or technologically harmful; (c) disrupting any network, equipment, or server connected supporting the Site; (d) collecting personal information about another user or third party without consent; (e) use any robot, spider, or other automatic device, process, or means to access the Site for any purpose including monitoring or copying any content on the Site or (f) otherwise attempt to interfere with the proper working of the Site; or

●   To attempt to do any acts described above or to assist or permit any person in engaging in any of the acts described above.

User Contributions

The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Site.

All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the Site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that: 

●   You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.All of your User Contributions do and will comply with these Terms of Use.

●   You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.


We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site. 

Monitoring and Enforcement; Termination

Nodal does not control and does not have an obligation to monitor User Contributions and any content made available by third parties on the Site.  However, you acknowledge and agree that Nodal reserves the right to, and may monitor any and all information transmitted or received through the Site.  Nodal may remove or refuse to post any User Contributions for any or no reason, in our sole discretion.  

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. 


Content Standards

Nodal is under no obligation to edit or control User Contribution or any content made available by third parties on the Site, and will not be in any way responsible or liable for such content.  However, Nodal may at any time and without prior notice, screen, remove, edit, or block any User Contribution or third party content that in our sole judgment violates these Terms of Use or is otherwise objectionable.  You agree to waive any legal or equitable right or remedy you have or may have against Nodal with respect to User Contribution or any content made available by third parties on the Site..

Copyright Infringement

If you believe that any User Contributions violate your copyright, please send a notice of copyright infringement to Privacy@Nodal.com. It is the policy of the Company to terminate the user accounts of repeat infringers.

 

Reliance on Information Posted

The information presented on or through the Site is made available solely for general information purposes. We offer no legal advice, no tax advice and no medical advice.  We provide a first level of screening of gestational carriers and intended parents as outlined on the Site; however, we do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

This Site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Site

We may update the content on this Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time, and we are under no obligation to update such material. 

Information About You and Your Visits to the Site

All information we collect on this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

Linking to the Site and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Site may provide tools that enable you to export information or link to third-party websites, including social media websites.  By using one of these tools, you agree that Nodal may transfer information to the applicable third-party service.  Third-party services are not under Nodal’s control and Nodal is not responsible for any third-party service’s use of your exported information.  Linked websites are not under Nodal’s control, and Nodal is not responsible for their content.:

We may disable all or any social media features and any links at any time without notice, in our sole discretion.  If you decide to access any third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Site is based in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Paid gestational carrier agreements are currently illegal in Michigan, Nebraska, and Louisiana.  No prospective gestational carriers living in those states will be eligible to be matched through Nodal.  

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. 

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Nodal, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Contributions, any use of the Site's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Site.

General Payment Terms

Intended Parents will have an opportunity to review and accept fees for services as outlined on the Site.  All fees will be paid in U.S. Dollars and are non-refundable.  Nodal reserves the right to change fees but will provide written notice of any change in fees to you.  You authorize Nodal and its third party payment processors to charge all outlined fees to the payment method specified in your account.  Nodal can suspend or terminate access to the Site if any fee due is unpaid.

Notice to California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Site.

Arbitration Notice and Governing Law and Jurisdiction

Any disputes arising under these Terms of Use will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND NODAL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.  YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for (a) matters that may be taken to small claims court, (b) to seek injunctive relief in a court of law in aid of arbitration; or (c) to file suit in a court of law to address an intellectual property infringement claim).  

Upon receipt of a Notice of Arbitration, you and Nodal will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Nodal may commence an arbitration proceeding.  All arbitration proceedings will be confidential unless otherwise agreed by both you and Nodal in writing.  Your rights will be determined by a neutral arbitrator and not a judge or jury.  Any arbitration between you and Nodal will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules.  

Arbitration is generally considered the most expedient and cost effective way of resolving disputes.  However, if you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this section within 30 days after the date that you agree to the Terms of Use by sending an email to Privacy@Nodal.com, titled “Opt-Out Notice”.

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Any in-person arbitration or legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Site shall be instituted exclusively in New Castle County, Delaware. Additionally, You waive any and all objections to the exercise of jurisdiction and/or venue in Delaware.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Nodal Health, Inc. regarding the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site. 

Your Comments and Concerns

All feedback, comments, requests for technical support, and other communications relating to the Site should be directed to: Privacy@Nodal.com.

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