Metric Health Terms of Use

Last Updated: September 2025

Introduction 

These terms of use are entered into by and between you and Metric Health, Inc. (“Metric Health,” “we,” “us,” or “our”). The following terms and conditions ("Terms of Use") govern your access to and use of our website (https://www.mymetrichealth.com), our other web properties (collectively, the “Sites”), and our mobile applications (the "Apps"). We refer to the Sites, Apps, and other services provided by Metric Health together as the "Services." In these Terms of Use, the terms "you" and "yours" refer to the person using the Services.

Please read the Terms of Use and our Privacy Policy carefully before using the Services. The Privacy Policy is hereby incorporated into these Terms of Use by reference and constitutes a part of these Terms of Use. By using the Services, you accept and agree to be bound by and abide by these Terms of Use and our Privacy Policy. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services. 

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT WITH A CLASS ACTION WAIVER WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS AGAINST METRIC HEALTH TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS AND NOT AS A CLASS MEMBER IN ANY REPRESENTATIVE ACTION OR PROCEEDING. 

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. 

Your continued use of the Services after the revised Terms of Use are posted means that you accept and agree to the changes. You are expected to check this page from time to time when you access the Services, so you are aware of any changes because they are binding on you. 

1. Services 

Metric Health does not provide any medical services, and it is not a medical device. Rather, Metric Health provides a technology platform where you can share health data and communicate with your healthcare clinician, clinic, or health system (collectively, the “Provider”). 

This is what we offer: 

  • Health Information: We provide reliable, easy-to-understand information about health care and wellbeing to help you and your Provider make informed decisions about your medical care.

  • Digital Health Tools: We offer technology-based tools designed to help you assess and monitor certain health concerns more effectively.

  • Health Records & Information: With your consent, we help collect and organize health care information you share through the platform, so they are available when you need it (for example, during appointments or when communicating with Providers).

  • Connecting You with Providers: We may suggest Provider(s) for follow-up consultations, assessments, and treatment. 

Your Provider may or may not choose to utilize the information or tools we provide in planning your health care. The health resources made available through our Services are not a substitute for direct in-person health care services; nor are they an indicator of specific results. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and the health care Provider. You understand that by coordinating and consulting with your Provider through the Services, you are not entering into a provider-patient relationship with Metric Health. 

2. Access to the Services 

You may access the Services by invitation from your Provider. 

To use the Services, you represent and warrant that you are at least eighteen (18) years old. If you are under the age of eighteen (18) and wish to use our Services, your parent or legal guardian must agree to your use of the Services, submit your personal information, and agree to these Terms of Use on your behalf. If you are under the age of 13, you may only use our Services with the supervision and consent of your parents or legal guardians. If we learn that we have collected personal information from someone under the age of 13 without parental consent, we will promptly delete that information. If you believe we have improperly collected personal information from someone under the age of 13, please contact us at privacy@mymetrichealth.com.

Creating an Account 

Although certain parts of our Services are accessible without creating an account, other parts of our Services may require that you create an account. The information you use to register for an account must be correct, current, and complete. All information you provide to register to use the Services is governed by our Privacy Policy.

You must treat your account registration information (such as your username, password ) as confidential, and you must not disclose it to any other person or entity. Your account is personal to you, and you agree not to provide any other person with access to the Services, or portions of it, using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. 

Metric Health may take any and all actions it deems necessary or reasonable to maintain the security of the Services. However, you are responsible for changing your password promptly if you think it has been compromised. 

To further protect your account and information, you agree to exit from your account at the end of each session and take particular care when accessing your account from a public or shared computer or wireless network so that others are not able to view or record your password or other personal information. 

Our Apps are designed to work only on mobile phones that use the original, manufacturer-approved operating system. If your phone’s operating system has been modified (whether it has been jailbroken, rooted, or otherwise altered), it may disable important security protections. This could put your personal information, including your protected health information, at risk of being accessed or shared without your permission. Because of this, using the Apps on a modified device is considered a material breach of these Terms of Use. We strongly recommend using the Apps only on devices that meet manufacturer security standards to help keep your information safe.

Metric Health explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this Section.

Service Availability 

We are always working to improve your experience, so from time to time, we may make updates to the Sites, Apps, or any services or materials we provide. This might mean the Sites or Apps, or parts of them, are temporarily unavailable. While we do our best to minimize disruptions, we may need to limit access without prior notice.

3. Relationship With Your Provider 

When your Provider invites you to use the Services, we act as a support partner to help them deliver care more effectively. Your Provider is responsible for any clinical decisions and for managing your health information.

Our role is to provide the tools and technology that help make your care more accessible, organized, and connected. In some cases, we may also offer optional features, like personalized messages or product improvements, that may involve limited use of your personal information. Where required, we will always ask for your permission first.

4. Your Consent to Share Data With Your Provider 

By using the Services, you acknowledge and consent that:

  • Information you enter, including sensitive healthcare, mental health, cognitive, and behavioral data, will be accessible to your Provider and authorized members of their care team for treatment, care coordination, and operations, as permitted by law.

  • Once shared, information may become part of your official medical record and may be retained by your Provider under healthcare recordkeeping rules.

  • If you decide to stop using the Services, your information will not be automatically removed from your Provider’s records. However, you may request corrections or amendments to your record directly through your Provider, as allowed by law.

5. Privacy Practices

We are committed to handling your data responsibly and to supporting your privacy, trust, and care throughout your experience with us. Please see our Privacy Policy for information about how we collect and use your information, including your health information. 

6. AI‑Generated Content

The Services may provide you with content that is generated or curated using artificial intelligence (“AI”). This may include health-related articles, informational content, longitudinal trends, data insights, and referral suggestions based on the information you share with us. Please keep in mind:

  • These outputs are for informational purposes only. They are not medical advice, diagnoses, or treatment recommendations.

  • AI outputs may be incomplete or inaccurate and may not reflect your unique circumstances.

  • Any decision to act on AI outputs or referrals, especially referrals or health-related suggestions, is entirely up to you. We strongly encourage you to consult with your Provider before making any decision based on AI outputs.

  • AI outputs may occasionally reference third-party products or services. Any such reference is for informational purposes only and does not imply endorsement or affiliation.

Understanding the Limits of AI

Artificial intelligence and machine learning are rapidly developing technologies. While we are constantly working to make our tools more accurate, helpful, and secure, AI outputs are based on patterns and probabilities and not certainties. This means:

  • The output may not always be correct, and it should not be your only source of information or guidance.

  • We encourage you to review any AI-generated content carefully and consider how relevant and reliable it is for your needs. Human judgment should always come first, especially before relying on or sharing any output.

  • You should never use AI-generated output to make decisions that could significantly affect another person’s life, such as those related to health, safety, employment, or legal matters.

By using these features, you acknowledge and agree to these limitations, and commit to using AI-generated content thoughtfully and responsibly.

7. Third‑Party Services & Links

The Services may contain links to third‑party websites, content, or services. These links are provided for your convenience only. We have no control over the content of those sites or resources and are not responsible for them. If you decide to access any of the third-party websites linked on the Sites or Apps, you do so entirely at your own risk and subject to the terms and conditions of those websites.

Additionally, we are not involved in any transactions between you and any third party, nor do we act as an agent for either you or them. As such, we will not be involved in resolving any disputes between you and any third party. We encourage you and third parties to cooperate to resolve any such disputes. 

In the event that you have a dispute with one or more third parties through your use of the Services, you release Metric Health, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

8. Prohibited Use

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. 

You may not use the Services:

  • In violation of any applicable local, state, federal, or international law or regulation (this includes laws related to the export of data or software across borders).

  • To exploit, harm, or attempt to harm minors in any way, including by sharing inappropriate content, requesting personal information, or engaging in any behavior that could be considered abusive or predatory.

  • To impersonate Metric Health, any of our employees, another user, or any other person or organization, including using names, email addresses, or other identifiers that do not belong to you.

  • In a way that interferes with others’ ability to use or enjoy the Services, or that we determine may harm other users, or expose any of us to legal risk.

You also agree not to:

  • Use the Services in any way that could damage, disable, or impair our systems or disrupt how others use the Services (including interfering with real-time features).

  • Use the Services for emergency triage or time-sensitive communications. The Services are not intended for use in medical emergencies or urgent care situations.

  • Use automated tools, such as bots, scrapers, spiders, or scripts, to access, monitor, or copy content from the Services.

  • Manually copy or monitor content from the Services for unauthorized purposes, unless you have our written permission.

  • Deploy any software or tools that interfere with the normal operation of the Services.

  • Introduce harmful or malicious content, such as viruses, worms, Trojan horses, or other disruptive code.

  • Try to gain unauthorized access to any part of the Services, including servers, databases, or connected systems.

  • Attempt a denial-of-service (DoS) or distributed denial-of-service (DDoS) attack, or any other act designed to overload or crash the Services.

  • Take any other action that interferes with the proper and secure functioning of the Services.

If you are experiencing a medical emergency, do not use the Services. Please call emergency services or go to the nearest emergency room.

9. Fees

Today, the Services are available to users through your Provider. Any fees are generally paid by the Provider. If that changes, we will notify you and update these Terms of Use.

10. Intellectual Property and Licenses

We grant you a limited, revocable, non‑exclusive, non‑transferable license to use the Services. 

The contents, features, and functionality of our Services (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Metric Health, 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.

You are not authorized to use any Metric Health name or mark in any advertisement, publicity, or in any other commercial manner without our prior written consent. All other trademarks appearing on the Sites or Apps are the property of their respective owners.

You agree not to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material comprising our Services, 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 download and print limited extracts of content from our Services solely for your own personal use and not for commercial distribution or reuse. 

You must not:

  • Sell, license, sublicense, distribute, publish, display, store, copy, modify, merge, decompile, decode or disassemble, reverse engineer, remove any proprietary notices, translate or transfer our Intellectual Property in whole or in part, or as a component of any other product, service or material; 

  • Use or provide our Intellectual Property on a white- labeled/re-branded basis, or otherwise, for the benefit of any third party. 

  • Use our Intellectual Property to train any artificial intelligence (AI) or machine learning algorithms or software, or create any derivative works, compilations, or collective works.

  • Use our Intellectual Property in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or 

  • Allow any third parties to access, use or benefit from our Intellectual Property in any way.

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

User Content 

We may allow you to upload, submit, store, send, or receive content and data, such as comments, reviews, feedback, or other materials ("User Content"). You may also share User Content in other ways that you interact with us, such as through social media, by email, by phone, and otherwise. You retain ownership of any intellectual property rights that you hold in that User Content.

When you upload, post, submit, send, or receive any User Content, you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify, create derivative works (such as translations, adaptations, or other changes we make so that User Content works better with the Services), publicly perform, publicly display, and distribute your User Content. This license is for the purpose of operating and improving the Services, to develop new products and services, and for other marketing purposes, including, without limitation, in print, email, other customer communications, and other marketing. We may display advertisements in connection with your User Content or on pages where your User Content may be viewed by you or others, and we may use your User Content to advertise and promote the Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is fully paid and royalty-free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world. Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Services.

You represent that:

  • You own all rights to your User Content or, alternatively, that you have the right to give us the rights described above; and

  • Your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

Further, you agree not to provide any User Content that (a) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. 

You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Content. You are and shall remain solely responsible for the User Content you post or provide.

 Metric Health abides by and respects copyright law and expects its users to do the same. We reserve the right to terminate Users who are infringing or are alleged to be infringing on the rights of copyright holders, at our sole discretion, and without liability to you. 

11. Monitoring

We may not regularly review User Content or monitor any related websites, chats, messages, comments, discussions, or other interactions that occur through or in connection with the Services. This may include the Sites, Apps, in-app messaging, chat features, discussion boards, social media pages, and other digital channels we operate or manage (collectively, the “Monitored Platforms”).

We have the right (but not the obligation) to monitor the Monitored Platforms and to alter or remove any such messages, comments, discussions, or other interactions; and to disclose User Content and the circumstances surrounding its transmission to any third party in order to operate the Services properly and safely, to protect other users, and to comply with legal obligations or governmental requests.

12. Disclaimer of Warranties 

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. METRIC HEALTH AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY "RELATED PERSONS") MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER METRIC HEALTH NOR ITS RELATED PERSONS WILL BE LIABLE FOR (I) ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES; (II) ANY MEDICAL DECISIONS MADE BY YOUR PROVIDER BASED ON INFORMATION PROCESSED THROUGH THE SERVICES; (III) RELIANCE ON AI-GENERATED OUTPUTS OR THIRD-PARTY CONTENT ACCESSIBLE THROUGH THE SERVICES; AND (IV) OUTCOMES CAUSED BY INACCURATE, INCOMPLETE, OR UNTIMELY INFORMATION THAT YOU PROVIDE.

FURTHERMORE, METRIC HEALTH DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND METRIC HEALTH DISCLAIMS ANY LIABILITY RELATING THERETO.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW NEITHER METRIC HEALTH NOR ITS RELATED PERSONS SHALL BE LIABLE FOR: (A) ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SERVICES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES; (B) ANY MEDICAL DECISIONS OR CARE PROVIDED BY YOUR PROVIDER; (C) ANY ACTIONS YOU TAKE (OR DO NOT TAKE) BASED ON AI OUTPUTS, ARTICLES, OR REFERRALS; OR (D) ANY HARM ARISING FROM INACCURATE, INCOMPLETE, OR DELAYED USER INPUT. THIS IS TRUE EVEN IF METRIC HEALTH OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
IN ALL CASES, OUR AGGREGATE LIABILITY RELATING TO THE SERVICES IS LIMITED TO THE LESSER OF: (1) THE AMOUNTS PAID BY YOUR PROVIDER TO US FOR YOUR ACCESS TO THE SERVICES IN THE 12 MONTHS BEFORE THE CLAIM, OR (2) USD $100. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Indemnification

You agree to defend, indemnify, and hold harmless Metric Health its affiliates, licensors, and service providers, and its 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 misuse of the Services.

15. Security

While we employ technical, administrative, and physical safeguards, no electronic system is completely secure. We cannot guarantee that unauthorized third parties will never defeat our security measures. To the maximum extent permitted by law:

  • We are not responsible for unauthorized access to your data caused by circumstances beyond our reasonable control (e.g., device compromise, insecure networks, third-party actions).

  • We are not responsible for your Provider’s independent security practices once your information is in their custody.

  • We are not responsible for risks related to unencrypted information. Specifically, you also understand that the transmission of information over the internet and mobile networks is not 100% secure. Emails that you send to or receive from Metric Health are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by email, you do so at your own risk. By emailing us or giving us your email, you consent to receiving unencrypted email messages from us.

16. Termination and Suspension

The Terms of Use will remain in full force and effect as long as you continue to access or use the Services. Your permission to use the Services automatically terminates if you violate these Terms of Use.

We may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the Services with or without prior notice, for any reason, and at any time, including for violations of these Terms of Use. 

17. Liability of Platform Third-Parties

Your wireless carrier, the manufacturer and retailer of your mobile device, the developer of the operating system for your mobile device, the operator of any application store (like the Apple App Store or Google Play Store), marketplace, or similar service through which you obtain the Service, and their respective affiliates, suppliers, and licensors (collectively, the “Platform Third Parties”) are not parties to these Terms of Use and they do not own and are not responsible for the Services. Metric Health, and not any Platform Third Parties, is responsible for addressing any claims raised by you or any third party regarding the Services, including, but not limited to, claims related to product liability, legal, or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable Platform Third Parties’ terms and conditions.

Platform third parties are intended third-party beneficiaries of these terms and are capable of directly enforcing their terms. Nothing contained in these terms will be construed as modifying or amending any agreements or other terms between you and the platform third parties with respect to those services. 

18. Additional Terms Applicable to Providers

These additional terms apply to Providers in addition to the other provisions of these Terms of Use. In the event of a conflict between these additional terms and any other terms herein, the additional terms shall prevail.

To be a healthcare provider using the Service, you must be a licensed physician, psychologist, nurse practitioner, or other healthcare professional and must agree to comply with all laws, medical board rules, and other rules and regulations applicable to you as a Provider or otherwise. Your relationship with Metric Health users (including, but not limited to, your Metric Health patients) is directly between you and the patient. The patient will never have a physician-patient relationship with Metric Health. Metric Health does not practice medicine and offers no medical services. 

As a Provider, you are solely responsible for:

  • Your clinical decisions and professional judgment

  • All interactions, consents, notices, and agreements with your patients

  • Billing, payments, and collections related to your services

Metric Health is not involved in patient billing or collections and has no liability for any amounts owed to you by patients or other consumers.

You and Metric Health agree that Metric Health is not providing medical or legal advice to customers, patients, or anyone else. You are responsible for ensuring your own legal and regulatory compliance and should consult independent legal counsel when necessary.

Use of the Platform and Professional Standards

You agree to use the Services in accordance with accepted professional standards of good medical practice. While the platform may support the quality of care you provide, clinical outcomes are affected by many complex factors, and it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. You remain solely responsible for:

  • How you use the Services

  • The medical care you provide to your patients

The services are not meant to substitute or modify your professional judgment in any way. You release and waive any claims against Metric Health arising from your use of the Services or the medical care you provide to your patients. 

Due to the inherent risks and complexities of patient care, Provider agrees to defend, indemnify and hold Metric Health harmless from any claim by or on behalf of any patient of Provider, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against Metric Health, regardless of the cause if such claim arises for any reason whatsoever, out of Provider’s use or operation of the Services. To the extent applicable, Provider will obtain Metric Health’s prior written consent to any settlement or judgment in which Provider agrees to any finding of fault of Metric Health or defect in the Services. Metric Health will promptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with the information reasonably required for the defense of the same, and grant to Provider exclusive control over its defense and settlement.

19. Governing Law and Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS.

Governing Law 

All matters arising from or relating to the Services and these Terms of Use shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law principles.


Informal Dispute Resolution

Before initiating arbitration or litigation, you agree to first attempt to resolve the dispute informally by contacting us at legal@mymetrichealth.com. We will attempt to resolve the dispute within 60 days of receiving your notice. If unresolved, either party may proceed under the applicable dispute resolution process above.

Arbitration 

Any dispute, claim, or controversy arising out of or relating to these Terms of Use, your use of the Services, or the relationship between you and Metric Health that cannot be resolved informally shall be resolved through binding arbitration administered by JAMS under its Comprehensive Arbitration Rules & Procedures or Streamlined Arbitration Rules & Procedures (as applicable) then in effect. 

  • Arbitration Location & Procedure. Arbitration will be conducted in the County of New York, State of New York, unless you and Metric Health agree otherwise 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. The arbitration will be conducted by videoconference, if possible, unless the arbitrator determines a hearing should be conducted in person.

  • Arbitrator’s Authority. The arbitrator shall have exclusive authority to resolve disputes regarding the interpretation, applicability, enforceability, or formation of these Terms of Use, including the arbitration agreement. Notwithstanding the foregoing, state or federal courts of the County of New York, State of New York, have the authority to determine any dispute about enforceability, validity of the arbitration clause, class action waiver, or requests for public injunctive relief. 

  • Fees. You and Metric Health are responsible for its own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. 

Small Claims Court. Either party may bring an individual action in small claims court if the claim is within that court’s jurisdiction.

Limitation on Time to File Claims. Any cause of action or claim you may have arising out of or relating to these terms of use or the services must be commenced within one (1) year after the cause of action accrues.

Equitable Relief. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be in fact be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.

CLASS ACTION AND JURY WAIVER. YOU AND METRIC HEALTH AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER YOU NOR METRIC HEALTH SHALL BE A MEMBER OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR HAS NO AUTHORITY TO COMBINE CLAIMS OR CERTIFY A CLASS. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A SPECIFIC CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) MUST BE LITIGATED IN COURT AND NOT IN ARBITRATION. YOU AND METRIC HEALTH KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM. 

Right to Out. You may opt out of the arbitration requirement and class action waiver by emailing legal@mymetrichealth.com with the subject line “Arbitration Opt-Out” and/or “Class Action Opt-Out” within 30 days of your first use of the Services. If you opt out, you and Metric Health agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in New York, New York. You further agree to accept service of process by U.S. or certified mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

20. Miscellaneous

Entire Agreement. These Terms of Use, together with our Privacy Policy, in-app consent acknowledgments, and any additional terms expressly incorporated by reference, constitute the entire agreement between you and Metric Health regarding your use of the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral, written, or electronic.

No Waiver. Our failure at any time to enforce any provision of these Terms of Use shall not constitute a waiver of that provision or of any other provision, nor shall it affect our right to enforce the same at a later date.

Severability. If any provision of these Terms of Use is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

Assignment. You may not assign, transfer, or delegate your rights or obligations under these Terms of Use without our prior written consent, and any attempt to do so without consent shall be void. We may assign, transfer, or delegate our rights and obligations under these Terms of Use, in whole or in part, without restriction and without notice, provided that such assignment does not materially diminish your rights under applicable law.

Force Majeure. We shall not be liable for any failure or delay in performance caused by events or circumstances beyond our reasonable control, including, without limitation, natural disasters, acts of God, pandemics, epidemics, labor disputes, governmental actions, war, terrorism, internet or telecommunications failures, power outages, or equipment or software failures not within our reasonable control.

Third-Party Beneficiaries. Except as expressly stated in these Terms of Use in relation to Platform Third Parties, these Terms of Use do not confer rights or remedies on any third party.

Survival. The following provisions shall survive any termination or expiration of these Terms of Use: Intellectual Property and Licenses; Disclaimers of Warranties; Limitation of Liability; Indemnification, Liability of Platform Third Parties; Governing Law & Dispute Resolution; and this Miscellaneous Section. 

21. Contact Us

If you have questions or comments, please contact:

Metric Health, Inc.

167 Madison Ave, Suite 205

New York NY, 10016

Email: privacy@mymetrichealth.com

Website: www.mymetrichealth.com