Terms and Conditions 

Updated: June 29, 2026 

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY. 

WE DO NOT PROVIDE MEDICAL ADVICE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, YOU SHOULD DIAL 911 IMMEDIATELY. 

The Services are not appropriate for emergency care or urgent situations. Do not disregard or delay seeking medical advice based on anything that appears, or does not appear, on the Services. 

Key Points 

We encourage you to read these Terms in their entirety, but here are some key points: 

● Summerly Health, LLC does not provide medical advice. 

● Instead, Summerly Health, LLC helps individuals establish and maintain relationships with certain independent third-party healthcare providers. We also provide certain non-medical services and informational resources to our users. 

● To determine whether you are eligible for the Services, we will ask you a series of initial qualifying questions, which have been approved by the applicable medical practices and/or healthcare providers, regarding your health and medical history. 

● If you meet the applicable eligibility criteria, you will schedule an appointment with the participating medical practice and create an account through the practice’s and/or provider’s patient portal. 

● Although the patient portal may display the Summerly Health, LLC name or branding, the portal is owned and operated by the participating medical practice, healthcare provider, or their authorized service providers—not by Summerly Health, LLC. 

● Payment for and provision of medical services occur through the patient portal or other systems operated by the participating medical practice, healthcare provider, or their authorized service providers—not through the Summerly Health, LLC website or platform. 

● Your diagnosis or treatment may also require laboratory testing or prescription medications obtained through independent laboratories and pharmacies that are not owned, operated, or controlled by Summerly Health, LLC. 

● Your relationship with any participating medical practice, healthcare provider, laboratory, or pharmacy, and your use of their patient portals or other websites, is governed by the separate terms, conditions, and privacy policies of those entities, even if the Summerly Health, LLC name or branding appears on those platforms.

1. Acceptance of Terms and Conditions 

This website is operated by Summerly Health, LLC (“Summerly”, “we”, “us” or “our”). These Terms and Conditions (the “Terms”) govern: (i) your use of and access to the Summerly website and any other websites owned or operated by Summerly or its affiliates (the “Site”); (ii) your access to and use of any other digital interfaces and properties (e.g., applications) owned, controlled by, or made available to you by Summerly (the “App”); and (iii) other online or mobile-enabled technology, digital tools, services, and products provided by Summerly and its affiliates (collectively, the “Services”). 

By using or otherwise accessing the Services, or by clicking to accept or agree to these Terms, you: 

1. Accept and agree to these Terms; and 

2. Agree to comply with all rules, policies, and disclaimers posted on the Services or otherwise communicated to you. 

All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, as well as each of your heirs, assigns, and successors. If you use the Services on behalf of an entity or another individual, you represent and warrant that you have the authority to bind that entity or individual. Your acceptance of these Terms will be deemed an acceptance by that entity or individual, and “you” and “your” will refer to that entity, its directors, officers, employees, and agents, as applicable. 

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. 

1.1 Payment Agreement 

By selecting “Pay”, you agree to the following: 

● Any promotional discount will be applied to your first payment only. 

● Charges will appear as ….on your bank or credit card statement. ● No refunds or credits will be provided for partial plan periods unless required by applicable law. 

● You may cancel your subscription at any time to stop future billing. 

● If you pay for treatment and your healthcare provider determines that you are not eligible for treatment, you will receive a full refund.

2. The Summerly Services 

THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. THE SERVICES DO NOT PROVIDE MEDICAL OR HEALTHCARE ADVICE. 

1. Our Role 

Summerly does not provide any medical services itself. Depending on your personal situation, state of residence, and evolution of our Services, Summerly may provide: (i) access to general information on health and wellness topics; (ii) access to independent medical groups who provide health care services through the Services (“Providers”) who are contracted by certain independent, clinical professional practice groups (collectively, the “Practices”); (iii) access to laboratory services performed by third-party clinical laboratories (“Labs”); (iv) access to prescription fulfillment services offered by third-party pharmacies (“Pharmacies”); (v) assistance with obtaining insurance coverage from your existing health care plan for the relevant Services; and (vi) access to content from or interactions with in-house or third-party dietitians, health coaches, and trainers. 

We do not control or interfere with the practice of medicine by the Providers and Practices, each of whom is solely responsible for directing the medical care and treatment they provide. Any information or advice received from a Practice comes from the Practice or Provider alone, and not from Summerly. You acknowledge and agree that Summerly 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 us. By using the Services, you may be entering into a doctor-patient or other healthcare provider-patient relationship with a Provider and/or one or more Practices. Summerly is not liable for any professional advice obtained from a Practice or Provider via the Services or for any other information obtained on the Services. 

The content of the Services, including, without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals (collectively, the “Summerly Content”), is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind. You should always seek the advice of a qualified healthcare professional if you have any questions or concerns regarding your individual needs or any medical conditions. All information provided by Summerly or in connection with any communications supported by Summerly, including, but not limited to, Summerly Content and communications with Summerly nutritionists and health coaches, is intended for general informational purposes only and is in no way intended to create a physician-patient relationship as defined by state and federal law. The Services are not a substitute for professional medical diagnosis or treatment. Reliance on any information appearing on the Services, whether

provided by Summerly, its content providers, nutritionists, health coaches, clients, visitors to the Services, or others, is solely at your own risk. 

Although Summerly may provide assistance with obtaining insurance coverage from your existing healthcare plan, Summerly does not offer or sell insurance itself. 

Any advice provided by a dietitian is nutritional advice, not medical or dietetic advice. Certain Services may not be available in all states. 

2. How the Services Work 

We will ask you some initial qualifying questions about yourself and your health. These questions were approved by the relevant Practices. If the answers to those questions meet certain criteria specified by a Practice, the Practice will invite you to schedule an initial appointment and establish an account on the Practice’s and/or Provider’s own patient portal (the “Patient Portal“), which is not operated by Summerly or Summerly’s service providers. The Patient Portal may display the Summerly logo, but it is operated by the Practice, Provider, or its service providers, not by us. 

In the Patient Portal, you will answer a more detailed questionnaire designed by the Practice, which will request additional medical information and other personal information. 

Payment, diagnosis, and any provision of telehealth services will occur through the Patient Portal and other services operated by the Practice and/or Provider or their service providers (collectively with the Patient Portal, the “Healthcare Provider Sites“), not through Summerly’s website. Our fees may appear as a charge from “Summerly Health, LLC” (instead of “Summerly”). 

Diagnosis or treatment may also require obtaining laboratory services or prescriptions through laboratories and pharmacies that are not operated by or for Summerly (collectively, “Third Party Suppliers“). 

Your relationship with the Practice, Provider, and Third Party Suppliers, and your use of the Patient Portal and other Healthcare Provider Sites, will be governed by the applicable third-party entity’s Additional Terms (as defined in Section 4 below) and are subject to the privacy policies and practices of the applicable third-party entity and its service providers, even if the Summerly logo appears on the Healthcare Provider Sites. 

3. Modification of the Terms or the Services 

We reserve the right, in our sole discretion, to update these Terms by posting the updated version and updating the “Last Updated” date at the top of the page.

Unless you first reject the updated Terms by discontinuing all use of the Summerly Services, sending a notice of termination to support@joinsummerly.com, and canceling any subscription you may have by following the procedure in Section 7(c), you will be deemed to have accepted the changes, and they will take effect at the “Update Effective Time,” which is the earlier of: (a) 11:00 a.m. Eastern Time on the 31st day after Summerly posts them (or a later date specified in the update, if applicable); (b) your first use of a new or modified feature of the Summerly Services that is subject to the updated Terms (for example, a new feature for which the updated Terms contain special provisions); or (c) your taking any other action to specifically accept the updated Terms, such as clicking to accept them. 

You must send the termination notice from the email address associated with your account. If this is not possible, you must promptly cooperate with us to identify your account. Regardless of the email address you use, you must promptly cooperate with any request from us to authenticate that you are the account holder and the actual sender of the termination notice. 

You agree to review these Terms periodically to ensure that you are familiar with the most recent version. At your request, following termination, we will issue a prorated refund for any remaining unused portion of subscription fees you have paid. 

You are prohibited from using the Summerly Services after sending a notice of termination, except as may be necessary to follow any instructions we provide via email to authenticate your identity and request. If you violate this requirement by using the Summerly Services after sending a notice of termination (and before we block your access), your termination notice will be deemed void as though it had never taken effect, and the updated Terms will take effect (or will have taken effect) at the Update Effective Time. 

Any changes to Section 19 (“Arbitration and Class Action Waiver”) are also subject to the additional provisions in that section regarding amendments to that section. 

Summerly reserves the right at any time to modify, suspend, discontinue, or terminate, temporarily or permanently, the Services (or any part thereof). You agree that Summerly shall not be liable to you for any modification, suspension, discontinuance, or termination of the Services. 

4. Additional Terms 

In order to access or purchase certain Services, you may be required to agree to and enter into, or acknowledge receipt of, one or more additional agreements, consents, assignments, releases, or notices as a condition of accessing, purchasing, or receiving those Services (such additional agreements, consents, assignments, releases, or notices, collectively, the “Additional Terms and Conditions”). 

Such Additional Terms and Conditions may be specific to: (a) a supplier of the Services, including a specific or group of Labs, Pharmacies, Practices, or Providers; (b) a Service or

category of Service; or (c) any combination thereof. In many cases, Summerly is not a party to the Additional Terms and Conditions, and you will enter into such Additional Terms and Conditions directly with a third party, such as a Practice or Provider. You agree to comply with all applicable Additional Terms and Conditions. 

Pharmacy Services 

By accepting these Terms of Use, you understand and agree that Summerly is not acting as a pharmacy and does not control or interfere with any pharmacy services. You further understand and agree that you may be entering into a relationship with a pharmacy, pharmacist, pharmacy group, or other third-party entity in connection with the Services. 

Partner Pharmacies 

● RedRock Pharmacy — https://www.redrockhomepharmacy.com/ — 1240 E 100 S #220, St. George, UT 84790 — 801-433-9500 

● Health Warehouse — https://www.healthwarehouse.com — 7107 Industrial Rd., Florence, KY 41042 — 800-748-7001 

● Precision Medicine — http://precisionmeds.com/ — 2657 Merrick Road, Bellmore, NY 11710 — 516-833-6262 

● Triad Rx — https://www.triadrx.us — 26258 Pollard Road, Daphne, AL 36526 — 251-380-7630 

5. Eligibility and Account Creation 

Only individuals who are residents of the United States, are at least eighteen (18) years of age, and have the legal right, authority, and capacity to enter into these Terms are permitted to access the Services. If you are a parent or legal guardian of an individual under the age of eighteen (18) whom you believe has used the Services without your consent, please contact us at support@joinsummerly.com. 

You must also meet any additional eligibility criteria applicable to certain Services. For more information, please refer to Section 2 above. 

You may be required to create an account (an “Account”) to access certain portions of the Services. To register for an Account, you may be required to provide certain information, such as your name, email address, and a password. By creating an Account, you represent and warrant that all information provided is accurate, current, and complete. You agree to promptly update your Account information as necessary to keep it accurate, current, and complete. 

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. Summerly may assume that any communications or User Content submitted through your Account have been authorized by you. 

You must notify Summerly immediately of any unauthorized access to or use of your Account or any other breach of security. Summerly shall not be liable for any loss or damage arising from

your failure to safeguard your Account credentials. You may also be responsible for any losses, damages, liabilities, expenses, or attorneys’ fees incurred by Summerly or any third party resulting from unauthorized use of your Account due to your actions or omissions. Summerly may require you to provide information to verify your identity and help maintain the security of your Account. 

If Summerly has previously prohibited you from accessing or using the Services, you may not access or use the Services. Summerly reserves the right to suspend, disable, or terminate any Account at any time, with or without notice, and for any lawful reason. 

6. Privacy 

You authorize Summerly Health, LLC to collect, use, disclose, and otherwise process your personal information as described in our Privacy Notice, as amended from time to time. 

7. Billing, Cancellations & Refunds 

1. Subscription Fees 

If you purchase a Subscription to the Services, you will be charged a Subscription Fee at the rate presented to you at the time of registration, plus any applicable taxes and other charges (the “Subscription Fee”) at the beginning of your Subscription and automatically at the beginning of each subsequent Subscription period thereafter, at the then-current Subscription Fee. 

BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE SUMMERLY TO AUTOMATICALLY INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. 

The cost of medication is not included in our Testosterone Replacement Therapy (TRT) plan fees. Medication is prescribed only if approved by a licensed clinician and will be billed separately once authorized. 

Your Subscription will automatically continue at the interval indicated at registration, and we (or our third-party payment processor) will automatically charge your Payment Method at the beginning of each new Subscription period following the initial Subscription period, unless prior to the end of the current Subscription period: (a) you cancel your Subscription (as described below); (b) we decline to renew your Subscription; or (c) these Terms are otherwise properly terminated as expressly permitted herein. 

We may receive updated credit card information (such as a new credit card number or updated expiration date) from your credit card issuer. We may use this information to help prevent any interruption to the Services. If you would like to use a different payment method or need to update your payment method, please contact us at support@joinsummerly.com or submit a

request through the contact form on the Summerly homepage with the subject line “Change Payment Method.” 

Subscriptions may include additional terms and conditions described at the time of purchase or in other communications we send to you. The Subscription Fee is non-refundable except as expressly set forth in these Terms or as required by applicable law. 

If any Subscription Fee is not paid in a timely manner, or your payment cannot be processed, we reserve the right to suspend, disable, cancel, or terminate your access to the Services or cancel your Subscription. You remain responsible for paying all past-due amounts. 

2. Subscription Services 

Your subscription (“Subscription Services”) begins when you complete enrollment and submit your medical intake for review by a licensed provider, at which time you will be charged for the first billing cycle. 

Subscription Services may include provider review of your intake information, consultations (live or asynchronous), ongoing clinical support, and, if prescribed, coordination of prescription fulfillment through partner pharmacies. 

No Guarantee. Results are not guaranteed. Treatment plans and outcomes vary by individual. 3. Medical Disqualification 

If a licensed provider determines you are not eligible for treatment for medical reasons before services begin (as defined below), you will receive a full refund for the applicable billing cycle. 

If disqualification occurs after services begin, you may be eligible for a prorated refund only to the extent required by applicable law or as specifically stated in this policy. 

4. How to Cancel: 

You may cancel your Subscription Services at any time by: 

● Contacting customer support at support@joinsummerly.com, and/or ● Using the cancellation process in your online account (if available). 

5. Timing Requirement: 

To avoid being charged for the next billing cycle, we must receive your cancellation request at least 72 hours before your next scheduled billing date. If we do not receive your request within this window, your subscription will renew for the next billing cycle, and your cancellation will take effect at the end of that next billing cycle. 

6. Access After Cancellation:

After cancellation, you will continue to have access to Subscription Services through the end of your then-current billing cycle. 

7. Refund Policy 

Refunds are issued only in the following circumstances: 

● Medical disqualification before services begin (full refund for that billing cycle) ● Verified billing errors (e.g., duplicate charges) 

● Refunds required by applicable law 

● Switching to another Summerly program, where the unused portion of the current subscription may be applied as a credit toward the new program 

8. No Other Refunds: 

Other than the limited circumstances above, ALL FEES ARE NON-REFUNDABLE, including if you cancel mid-cycle, decide not to continue treatment, or do not achieve desired results. 

9. Prescription Medications: 

Federal and state laws and pharmacy regulations generally prohibit the return of prescription medications once dispensed. Accordingly: 

● Prescription medications are not eligible for return or refund once dispensed or shipped, except where required by law. 

● If a shipment is damaged or incorrect, our standard resolution is replacement, not refund. 

10. Damaged or Incorrect Medication: 

Inspect your shipment immediately upon receipt and contact support at 

support@joinsummerly.com within 24 hours if: 

● Damaged: We may replace the medication upon receipt of evidence of the damage. ● Incorrect: We will coordinate a replacement. 

11. Changes to This Policy. 

We may update this policy from time to time. If changes materially reduce refund rights, we will provide notice and require affirmative acceptance before the changes apply to future billing cycles. 

12. Other Fees. 

If you miss a scheduled appointment with a provider or cancel a scheduled appointment with a provider with less than twenty-four (24) hours’ notice, you may be charged a no-show fee or late cancellation fee. This charge is separate from and in addition to your Subscription Fee. Fees for

missed appointments and late cancellations will be charged automatically to your payment card on file. Refunds may be offered on a case-by-case basis. 

13. How to Reschedule. 

Members may reschedule appointments by logging into the Provider Portal and selecting a new appointment time. Additionally, members may email support@joinsummerly.com to request a new appointment. If you reschedule an appointment with less than twenty-four (24) hours’ notice, a late cancellation fee may be assessed as described in the “Other Fees” section above. 

14. Termination by Summerly. 

We may terminate your Subscription at our sole discretion and without prior notice. If we cancel your Subscription, we may provide a prorated refund based on the amount of time remaining in your Subscription that you are unable to use. However, we are not obligated to issue a refund if we terminate your Account or Subscription because we determine, in our sole discretion, that 

your actions or use of the Services violate these Terms, any applicable law, or have harmed another user. 

15. Changes to Subscription Terms. 

We may modify the Subscription terms or Subscription Fees at any time on a prospective basis and in our sole discretion. If the pricing for your Subscription increases, we will notify you and provide an opportunity to modify or cancel your Subscription before the new pricing is applied to your Account or charged as part of an automatic renewal. We may also add, modify, or remove Subscription benefits and features at our discretion. Your continued use of the Services after such changes become effective constitutes your acceptance of the revised terms. If you do not wish to continue your Subscription under the new terms, fees, or features, you may cancel your Subscription before the changes take effect. If you continue your Subscription, the updated terms and conditions will apply to that renewal and all future renewals. 

16. Discounts and Promotions 

From time to time, we may offer some users trial, discounted, or other promotional Subscription Fees. By participating in a promotional offer, you agree to the additional terms included with the promotional offer and incorporated herein by reference. Such trial or promotional memberships 

are subject to these Terms except as otherwise stated in the promotional offer, including which users are eligible for the promotional memberships. Only one trial or promotional membership is available per household and may not be combined with any other promotion, except as otherwise stated in the promotional offer. If your Subscription is ever canceled or terminated for any reason, and you purchase an additional Subscription, you may not be eligible to take advantage of another promotional rate offer. If your Subscription includes a discount or promotional rate, you will be charged the promotional rate for the applicable number of Subscription periods, and upon completion of the promotional period, your Subscription will automatically renew at the then-current Subscription Fee. To cancel and avoid being charged the full rate, you must notify Summerly before the discount or promotional period ends. Please note that Summerly does not provide price protection or refunds in the event of a price drop or promotional offering.

8. Testimonials 

You agree that Summerly may contact you to obtain consent for a testimonial regarding services provided by Summerly, Practices, Providers, or Third Party Suppliers. In the event you choose to provide us with a testimonial, you consent to Summerly using your provided testimonial, photo, first name, last initial, and similar information in marketing materials. 

9. Proprietary Rights and License to the Services 

Subject to your compliance with these Terms and any other applicable terms governing your use of the Services, Summerly grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services solely for your personal, non-commercial purposes. Your use of the Services is at your own risk. 

Except as expressly permitted in these Terms, you may not, without Summerly’s prior written consent, copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any portion of the Services or any Summerly Content. The foregoing restrictions do not apply to the following limited uses: 

(i) Your device may temporarily store copies of materials in RAM as part of your ordinary access to and viewing of the Services, and your web browser may store automatically cached files for purposes of improving display performance; 

(ii) You may print or download a reasonable number of pages or materials from the Services solely for your personal, non-commercial use, provided that you do not reproduce, publish, distribute, or otherwise use such materials for any other purpose; and 

(iii) If Summerly makes desktop, mobile, or other applications available for download, you may download and install a single copy of such application on your computer or mobile device solely for your personal, non-commercial use, provided that you agree to any applicable end-user license agreement governing that application. 

All right, title, and interest in and to the Services, including all related content, technology, and intellectual property rights, are and will remain the exclusive property of Summerly and its licensors. The Services and all materials contained therein, including without limitation software, text, images, graphics, illustrations, logos, trademarks, service marks, patents, copyrights, photographs, audio, video, music, and other intellectual property, are protected by applicable intellectual property laws in the United States and other jurisdictions. 

You acknowledge that the Services have been developed, compiled, prepared, selected, organized, and maintained by Summerly and its licensors through the investment of substantial time, effort, and resources, and that the Services constitute valuable proprietary assets and intellectual property of Summerly and its licensors.

Except as expressly granted in these Terms, no license or other rights to the Services or any related intellectual property are granted, whether by implication, estoppel, or otherwise. Any use of the Services that is not expressly permitted by these Terms is strictly prohibited. Summerly reserves all rights not expressly granted to you under these Terms. 

10. Rules and Prohibitions 

You agree that you will not use the Services for any purpose that is unlawful or prohibited by these Terms, or for any other purpose not reasonably intended by Summerly. Without limitation, you agree not to: 

● Create multiple Accounts, misrepresent your identity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services; ● Engage in any conduct that is fraudulent, inaccurate, infringing, libelous, defamatory, abusive, offensive, obscene, pornographic, or otherwise violates any law or right of Summerly, its users, or any third party, including privacy rights, copyrights, or other intellectual property rights; 

● Violate any federal, state, or local law, statute, ordinance, regulation, or ethical code; ● Engage in any behavior that is defamatory, trade libelous, unlawfully threatening, or unlawfully harassing, including, without limitation, submitting defamatory User Content; ● Submit User Content or otherwise provide Summerly with any data containing viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; 

● Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services; 

● Scrape, access, monitor, index, frame, link, or copy any content on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any method of access other than manually accessing publicly available portions of the Services through a browser, or accessing the Services through any approved mobile application, application programming interface, or client application; 

● Decompile, reverse engineer, or otherwise attempt to obtain the source code, underlying ideas, or information relating to the Services; 

● Probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures used to prevent or restrict access to the Services or any content contained therein; 

● Attack, or attempt to attack, the Services through a denial-of-service attack or distributed denial-of-service attack;

● Violate the restrictions contained in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services; 

● Engage in any activity that could cause Summerly to violate any applicable law, statute, ordinance, or regulation; 

● Resell or make any commercial use of the Services or content available through the Services, including for the purpose of developing artificial intelligence or machine learning models, without Summerly’s prior written consent; 

● Use the Services in a manner that violates or facilitates violations of these Terms or any other agreement or guidelines governing use of the Services, or attempt to do any of the foregoing directly or indirectly; 

● Transfer any rights granted to you under these Terms; 

● Access the Services or content for the purpose of building a similar or competitive website, product, or service; or 

● Attempt to indirectly undertake any of the foregoing activities. 

Summerly has the right to investigate and prosecute violations of any of the above to the fullest extent permitted by law. Summerly may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. 

11. Notice and Procedure for Making Claims of Copyright Infringement 

Summerly respects the intellectual property rights of others and expects its users and customers of its services to do the same. If you believe that any content appearing in the Services and/or User Content has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below. 

Please be aware that, to be effective, your copyright infringement notification must comply with the Digital Millennium Copyright Act (“DMCA”). You are encouraged to review 17 U.S.C. § 512(c)(3) of the DMCA or consult with an attorney prior to sending a notice hereunder. 

To file a copyright infringement notice, you will need to send a written communication that includes the following information to the address listed below: 

● Your name, address, telephone number, and email address; 

● A description of the copyrighted work that you claim has been infringed; ● The exact URL or a description of where the alleged infringing material is located; ● A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 

● An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

● A statement by you, under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. 

Summerly Health, LLC 

ATTN: Copyright Infringement Notification 

17322 Murphy Avenue 

Irvine, CA 92618 

support@joinsummerly.com 

Please note that the DMCA provides that you may be liable for damages (including costs and attorney fees) if you knowingly misrepresent that material or activity is infringing. Please also note that the information provided in your copyright infringement notice may be provided to the person responsible for the allegedly infringing material. 

12. Feedback 

By sending us any feedback, comments, questions, or suggestions concerning Summerly, the Services, or us (collectively, “Feedback”), you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) your Feedback does not contain the confidential or proprietary information of any third party or parties. 

By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Summerly and its users any claims and assertions of any moral rights contained in such Feedback. 

This Feedback section shall survive any termination of your Account, these Terms, the Services, or your participation in the Services. 

13. Summerly SMS Terms and Conditions 

Program Name: Summerly Text Messaging Service. 

You may sign up to receive certain Summerly notifications or information via text messaging. When you opt in, you agree to receive recurring automated or non-automated appointment reminders, account notifications, product updates, promotions, and other relevant informational text messages from us, including messages that may be sent using an automatic telephone dialing system to the mobile telephone number you provide. 

Program Name: Summerly Marketing.

You may sign up to receive certain Summerly notifications or information via text messaging. When you opt in, you agree to receive recurring automated or non-automated marketing messages (e.g., promotions and cart reminders) from us, including text messages that may be sent using an automatic telephone dialing system, to the mobile telephone number you provide. 

Message Frequency: Message frequency will vary. Summerly reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. Summerly also reserves the right to change the short code or phone number from which messages are sent. 

Opt-Out and Support: You can cancel the SMS service at any time by texting “STOP” to the number you are receiving text messages from. After sending “STOP,” we will send you a confirmation SMS message that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to rejoin, simply sign up again and we will resume sending SMS messages to you. If you are experiencing issues with the messaging program, reply with the keyword “HELP” for more assistance, or contact our support team directly at support@joinsummerly.com. 

Important Disclosures: Carriers are not liable for delayed or undelivered messages. Message and data rates may apply for any messages sent to you from us and to us from you. If you have questions about your text or data plan, please contact your wireless provider. Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. 

Additional Notes (Only for Summerly Text Messaging Service): Providers or Practice Groups may send you text messages through automated or non-automated means, including marketing text messages that are exempt from consent requirements due to their medical nature. Summerly is not responsible for any messages they send. Text the keyword “STOP” to the number you are receiving text messages from to cancel. After texting “STOP,” you may receive one additional message confirming that your request has been processed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not include the “STOP” keyword command and agree that Summerly and its service providers will have no liability for failing to honor such requests. If you unsubscribe from one of our text message programs, you may continue to receive text messages from Summerly through any other programs you have joined until you separately unsubscribe from those programs. 

Privacy Policy: For more information regarding privacy practices, please review our Privacy Policy here: https://www.joinsummerly.com/privacy-policy 

14. Third Party Information and Links to Third-Party Websites 

The Services and the Summerly Content may include content provided by third parties, including materials provided by bloggers, content creators, medical professionals, nutritionists, or other third parties. All statements and/or opinions expressed in these materials, and responses to questions and other content, other than the content we provide, are solely the

opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided or prepared by any third parties. 

The Services may contain links or otherwise direct you to websites, applications, products, or services operated by other parties (“Third-Party Services”). If there are Third-Party Services or other resources linked on these Services, those links are provided only for the convenience of our users. We have no control over the contents of those Third-Party Services or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any Third-Party Services linked to or otherwise referenced on the Services, you do so entirely at your own risk and subject to the terms and conditions of use for that Third-Party Service. 

15. Duration and Termination of Terms 

Duration. The agreement between you and Summerly reflected by these Terms is effective when you access the Services (for example, to create an Account) and remains in effect until either you or we terminate the agreement in accordance with these Terms. 

Termination by Users. Users may terminate their Account by written notice via e-mail to support@joinsummerly.com. 

Termination by Summerly. At any time, with or without notice, for any or no reason, Summerly reserves the right to modify or discontinue any portion or all of the Services, and to restrict, suspend, and terminate your Account. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES. 

Survival. All provisions which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity. 

16. Indemnification and Release 

You agree to release, indemnify, defend, and hold harmless Summerly, its parents, subsidiaries, affiliates, agents, and their respective officers, directors, employees, shareholders, and representatives (collectively, the “Summerly Parties”) from and against any and all losses, liabilities, damages, expenses, costs (including reasonable attorneys’ fees and court costs), claims, demands, actions, inquiries, or investigations of any kind arising out of or relating to: 

● your breach or violation of these Terms and Conditions or any other policies, agreements, or terms that apply to your use of the Services; 

● your access to, use of, or misuse of the Services;

● your use of any content, products, or information made available through the Services in a manner not expressly permitted; 

● your use of information obtained through the Services; or 

● your violation of any third party’s rights, including without limitation intellectual property rights, privacy rights, publicity rights, or confidentiality rights. 

Summerly reserves the right, at its own expense, to assume exclusive control of the defense of any matter for which you are required to provide indemnification. If Summerly exercises this right, you agree to fully cooperate with Summerly in the defense of such claim, action, or proceeding. 

If you have a dispute with one or more other users of the Services, you release Summerly and its officers, directors, employees, agents, affiliates, successors, and assigns from any and all claims, demands, liabilities, damages, and causes of action of every kind, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or relating to such dispute or your use of the Services. 

If you are a resident of California, you expressly waive California Civil Code Section 1542, which states: 

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” 

If you are not a California resident, you waive any rights or protections provided by any similar statute, regulation, or common law principle in your jurisdiction that limits the effect of a general release with respect to unknown or unsuspected claims. 

17. Disclaimers 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUMMERLY 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 A PARTICULAR PURPOSE. THE SERVICES AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. 

NEITHER SUMMERLY NOR ANY PERSON ASSOCIATED WITH SUMMERLY MAKES ANY WARRANTY OR REPRESENTATION REGARDING THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. 

WITHOUT LIMITING THE FOREGOING, NEITHER SUMMERLY NOR ANYONE ASSOCIATED WITH SUMMERLY REPRESENTS OR WARRANTS THAT THE SERVICES OR CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES OR THE SERVER THAT MAKES THE

SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

WITHOUT LIMITATION, YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND THAT THE SERVICES AND CONTENT PROVIDED THROUGH THE SERVICES DO NOT CONSTITUTE MEDICAL OR HEALTHCARE ADVICE. 

YOU ARE SOLELY RESPONSIBLE FOR ACTIONS TAKEN THROUGH YOUR ACCOUNT. SUMMERLY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR THIRD PARTY. YOU WAIVE AND HOLD HARMLESS SUMMERLY FROM ANY CLAIMS ARISING OUT OF ANY ACTION TAKEN BY SUMMERLY DURING OR AS A RESULT OF ITS INVESTIGATIONS, OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS CONDUCTED BY EITHER SUMMERLY OR LAW ENFORCEMENT AUTHORITIES. 

SUMMERLY 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 ACCESS TO OR USE OF THE SERVICES OR ANY THIRD-PARTY CONTENT OR WEBSITES ACCESSED THROUGH, OR IN CONNECTION WITH, THE SERVICES. 

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

18. Limitation of Liability 

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL SUMMERLY, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, JOINT VENTURERS, CONSULTANTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS LIMITATION OF LIABILITY APPLIES TO ANY ALLEGED OR ACTUAL LOSSES RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY

DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS; AND (C) ANY CONTENT OBTAINED FROM THE SERVICES. 

SUMMERLY’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID SUMMERLY, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

THE SERVICES, INCLUDING THE CONTENT AVAILABLE WITHIN THE SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. THE LIMITATIONS ON DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN AND ARE MATERIAL TO SUMMERLY’S DECISION TO ENTER INTO THE AGREEMENT BETWEEN SUMMERLY AND YOU. 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. 

19. Arbitration and Class Action Waiver 

PLEASE READ THIS “ARBITRATION AND CLASS ACTION WAIVER” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT. 

1. Informal Dispute Resolution Procedure 

If a dispute arises between you and Summerly, we are committed to working with you to reach a reasonable resolution. For any such dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. 

This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute, along with the email address associated with your account, if any, to the following email address: support@joinsummerly.com. 

For any dispute that Summerly initiates, we will send our written description of the dispute to the email address associated with your Account. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. 

If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, you and Summerly agree to the further dispute resolution provisions below.

The above process for informal dispute resolution is required before you may commence any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process. 

2. Mutual Arbitration Agreement 

You and Summerly agree that any claim, dispute, or disagreement arising out of or relating to your access to or use of the Services shall be resolved exclusively through binding arbitration as described in this Section 19 (the “Arbitration Agreement”). This includes, without limitation, disputes relating to: 

1. the content made available through the Services; 

2. these Terms, including their formation, interpretation, performance, or breach; or 3. your relationship with Summerly or any other matter relating to the Services. 

This Arbitration Agreement applies to claims that arose, were asserted, or involve facts occurring before the effective date of this Arbitration Agreement or any prior arbitration agreement, as well as claims that arise after termination of this Arbitration Agreement, subject to the notice and opt-out procedures described in Section 19(k). 

This Arbitration Agreement is governed in all respects by the Federal Arbitration Act (“FAA”) and involves a transaction in interstate commerce. You and Summerly expressly agree that the FAA exclusively governs the interpretation, enforcement, and validity of this Arbitration Agreement. If the FAA is determined not to apply for any reason, the arbitration laws of the state in which you reside shall apply. 

Except as expressly provided in this Section 19, the arbitrator or arbitration provider, and not any federal, state, or local court or agency, shall have exclusive authority to determine all disputes relating to the interpretation, applicability, enforceability, or formation of these Terms or this Arbitration Agreement. This includes, without limitation, disputes regarding whether this Arbitration Agreement is valid, whether any claim is subject to arbitration, whether any provision is void or voidable, and any disputes concerning the payment, timing, allocation, or consequences of nonpayment of administrative or arbitrator fees. 

The arbitrator shall have the authority to award any relief that would be available in a court of law or equity. 

Notwithstanding the agreement to resolve disputes through arbitration, either party may: 

(i) bring an individual claim in small claims court if the dispute falls within that court’s jurisdiction, regardless of the forum initially selected by the filing party;

(ii) bring an action in state or federal court to protect intellectual property rights, including patents, copyrights, moral rights, trademarks, trade secrets, and other confidential or proprietary information (excluding privacy or publicity rights); or 

(iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a claim is time-barred or eligible for resolution in small claims court. 

Seeking any of these remedies does not waive a party’s right to arbitration. Any arbitration proceedings related to an action filed under this paragraph shall be automatically stayed pending resolution of that action. 

You and Summerly agree to submit to the personal jurisdiction of any federal or state court located in Dallas, Texas for purposes of compelling arbitration, staying proceedings pending arbitration, or confirming, modifying, vacating, or entering judgment on an arbitration award. In connection with any such proceeding, you and Summerly agree to accept service of process by U.S. mail and waive any objection based on jurisdiction, venue, or similar defenses to the fullest extent permitted by law. 

Except as provided in Section 19(c), if any provision of this Arbitration Agreement is found invalid or unenforceable by an arbitrator or court of competent jurisdiction, the parties agree that the arbitrator or court should attempt to enforce the parties’ intent as reflected in that provision, and all remaining provisions shall continue in full force and effect. 

YOU UNDERSTAND THAT ARBITRATION MEANS THAT A CLAIM WILL BE DECIDED BY AN ARBITRATOR RATHER THAN A JUDGE OR JURY. YOU ALSO UNDERSTAND THAT ARBITRATION MAY LIMIT YOUR RIGHTS TO PRE-HEARING INFORMATION EXCHANGE AND APPEAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND SUMMERLY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY. 

3. Class Arbitration and Collective Relief Waiver 

YOU AND SUMMERLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SECTION 19(c), ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS SUMMERLY PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING. 

If there is a final judicial determination that this Section 19(c) is not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Summerly from participating in a class-wide settlement of claims.

4. Arbitration Rules 

The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by this “Arbitration Agreement” provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com. 

5. Initiating Arbitration 

Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, may either party initiate binding arbitration as the sole means to resolve claims using the procedures set forth in the applicable NAM rules. If you are initiating arbitration, a copy of the demand shall also be emailed to support@joinsummerly.com. If Summerly is initiating arbitration, it will serve a copy of the demand to the email address associated with your Account or the email that Summerly has on file for you. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Arbitration Agreement. 

6. Arbitration Location and Procedure 

If you are a resident of the United States, the arbitration will be conducted in the county where you reside. If you are not a resident of the United States, the arbitration shall be conducted in Dallas County, Texas, United States of America, unless you and Summerly otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Summerly submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be conducted via videoconference or telephone conference unless the parties agree otherwise. 

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Summerly (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award

(provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law). 

7. Batch Arbitration 

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against Summerly (“Mass Filing”), the parties agree: (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands remaining after the batching described above, a final batch will consist of the remaining demands), with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 demands is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Summerly and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. 

Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Summerly and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believes will provide for an efficient resolution of claims. 

Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Summerly otherwise consents in writing, Summerly does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this subpart (g). 

If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.

The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this subpart (g) is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Summerly shall be entitled to arbitrate any claim that is a part of the Mass Filing. 

8. Mediation Following First Batch in a Mass Filing 

The results of the first batch of demands will be provided to a NAM mediator selected from an initially proposed group of five mediators, with Summerly and the remaining claimants’ counsel each having the ability to strike one mediator. The remaining mediators will then be ranked, and the mediator with the highest collective ranking will be selected. The selected mediator will attempt to facilitate a resolution of the remaining demands in the Mass Filing. 

After the results are provided to the mediator, Summerly, the mediator, and the remaining claimants will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If they are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Summerly or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in court. 

Notice of the opt-out must be provided in writing within 60 days after the close of the Mediation Period. If neither Summerly nor the remaining claimants opt out, and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue using the batching process. 

Opting out of arbitration under this section shall not be construed as opting out of Section 19(c), “Class Action Waiver.” Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing. 

9. Arbitrator’s Decision 

The arbitrator will issue an award within the timeframe established by the applicable NAM rules and procedures. The arbitrator’s award will set forth the essential findings of fact and conclusions of law supporting the decision. 

Any judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitrator will have the authority to award monetary damages on an individual basis and, where permitted under applicable law, the rules of the arbitral forum, and this Arbitration Agreement, to award any non-monetary remedy or relief that would otherwise be available to an individual party. 

The parties agree that any damages or other relief awarded must comply with the limitations set forth in the “Limitation of Liability” section of these Terms, including any restrictions on the types or amounts of damages or other remedies for which a party may be held liable.

No arbitration award or decision will have any preclusive effect with respect to any issue or claim in a dispute involving any person or entity that is not a named party to the arbitration. 

Attorneys’ fees will be awarded to the prevailing party in the arbitration only to the extent expressly permitted by applicable substantive law governing the claims at issue. 

10. Fees 

You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge. 

11. Right to Opt Out of the Arbitration Agreement 

IF YOU DO NOT WISH TO BE BOUND BY THE “ARBITRATION AGREEMENT” AS SET FORTH IN THIS SECTION 15, THEN: (1) you must notify Summerly in writing within thirty (30) days of the date that you first accessed or otherwise become subject to this Arbitration Agreement (or any subsequent changes to the provisions of the section titled “Arbitration and Class Action Waiver”); (2) your written notification must be mailed to 17322 Murphy Ave, Irvine, CA 92816 or emailed to support@joinsummerly.com; and (3) your written notification must include (a) your name, (b) your address, and (c) a clear statement that you wish to opt out of this Arbitration Agreement. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Arbitration and Class Action Waiver” provisions by you and Summerly. 

12. Changes to this Arbitration Agreement 

Regardless of the Update Effective Time determined pursuant to Section 3 for the rest of the Terms, the Update Effective Time for changes to this Arbitration Agreement is 11:00 a.m. Eastern time on the 31st day after Summerly posts them (or a later date that we specify in the update, if any). Any such changes will apply to all claims not yet filed as of the Update Effective Time for this Arbitration Agreement. If you reject any such changes by opting out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you do not agree to a change we make to this Arbitration Agreement, you may opt out by providing notice as described in Section 19(k), or you may terminate the Terms as described in Section 3. 

20. Venue and Governing Law

For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and Summerly agree to submit to the personal and exclusive jurisdiction of any venue in the federal and state courts located in Dallas County, Texas. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. The Terms and the relationship between you and Summerly shall be governed by the laws of the State of California without regard to conflict of law provisions. 

21. Geographic Restrictions 

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

22. California Residents 

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. 

23.General 

Entire Agreement. These Terms (and any additional terms, contracts, rules, and conditions that Summerly may post on the Services) constitute the entire agreement between you and Summerly with respect to the Services and supersede any prior agreements, oral or written, between you and Summerly. 

Waiver and Severability. If any provision(s) of the Terms is held by an arbitrator or court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, and the other provisions shall remain in full force and effect. Summerly’s failure to exercise or enforce any of the Terms shall not constitute a waiver of Summerly’s right to exercise or enforce the Terms as to the same or another instance. 

Assignment. You agree that Summerly may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason. 

No Affiliation with Summerly. You agree not to hold yourself out as in any way sponsored by, affiliated with, endorsed by, in partnership or venture with, nor as an employee or employer of us, any of our affiliates, or service providers.

Section Titles. The section titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance. 

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. This statute of limitations provision does not apply to residents of New Jersey. 

Notice. Summerly may give notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. By way of example only, such communication may be a general notice on the Services or via email to the email address listed on your Account. It is your obligation to update your Account information so that we may contact you as may be necessary. Such notice shall be deemed to have been given 48 hours after dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be deemed to have been given 7 days after dispatch. 

24.Contact Us 

Please contact us at support@joinsummerly.com for any questions about these Terms.