Last Updated: October 4, 2016

Welcome, and thank you for your interest in Virta Health Corp. (“Virta”, “we,” or “us”) and our website at http://www.virtahealth.com/ (the “Site”). These Terms of Use (these “Terms”) are a legally binding contract between you and Virta regarding your use of the Site. The Site is intended to provide general information regarding Virta and its offerings and to enable you to request additional information regarding such offerings. Virta has a number of other websites that may or may not be accessed through the Site, through which individuals may participate in Virta programs or services. Any other websites and/or any participation in Virta programs or services, including any application for enrollment to participate in such programs or services, will be governed by separate Terms of Use that you will be required to read and agree to prior to such participation.

PLEASE READ THESE TERMS CAREFULLY. BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, AS MODIFIED OR AMENDED BY VIRTA FROM TIME TO TIME. If you are not eligible to use the Site as described herein, or do not agree to these Terms, then you do not have our permission to use the Site.

  1. Virta Site Overview. Our Site provides information regarding our program and allows you to sign up to receive further information regarding enrollment in our program.

    IF YOU DECIDE TO CREATE AN ACCOUNT WITH VIRTA TO USE OUR SERVICE YOU WILL BE PRESENTED WITH AND WILL BE REQUIRED TO AGREE TO ADDITIONAL TERMS THAT APPLY.

  2. Eligibility. You must be at least (18) years of age to use the Site. By accepting these Terms, you represent and warrant to us that: (a) you are at least (18) years of age; (b) you have not previously been suspended or removed from the Site; (c) your use of the Site is in compliance with all applicable laws and regulations; and (d) all information you provide or submit through the Site will be truthful, accurate and complete. If you are using the Site on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
  3. Privacy Policy. Virta understands the importance of confidentiality and privacy regarding your information. Please see our Privacy Policy applicable to the Site for a description of how we may collect, use and disclose personal information you provide through this Site. The Privacy Policy applicable to the Site applies only to information you provide through this Site. Any participation in Virta programs or services, including any application for enrollment to participate in such programs or services will be governed by separate Privacy Policies that you will be required to read and acknowledge prior to such participation. By accepting these terms, you acknowledge and agree that you have read and understand our Privacy Policy.
  4. Prohibited Conduct. BY USING THE SITE YOU AGREE NOT TO:
    1. use the Site to compete with Virta’s business;
    2. use the Site for any illegal purpose or in violation of any local, state, national, or international law;
    3. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
    4. post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
    5. interfere with security-related features of the Site, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law;
    6. interfere with the operation of the Site or any user’s enjoyment of the Site, including by: (a) uploading or otherwise any disseminating virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Site; (c) attempting to collect personal information about another user or third party without consent; (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Site; (e) violating any regulation, policy, or procedure of any network, equipment, or server; or (f) manipulating or otherwise displaying the Site by using framing, mirroring or similar navigational technology;
    7. perform any fraudulent activity including claiming a false affiliation; or
    8. attempt to do any of the acts described in this Section 5, or assist or permit any person in engaging in any of the acts described in this Section 5.
  5. Termination of Use; Discontinuation and Modification of the Site. If you violate any provision of these Terms, your permission from us to use the Site will terminate automatically. In addition, Virta may in its sole discretion terminate your access to the Site at any time, with or without notice. We also reserve the right to modify the Site at any time (including by limiting or discontinuing certain features of the Site) without notice to you. We will have no liability whatsoever on account of any change to the Site or any suspension or termination of your access to or use of the Site. You may cease use of the Site at any time.
  6. Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site (the "Additional Terms"), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature or content on the Site, subject to Section 8 below. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
  7. Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, your continued use of the Site signals acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
  8. Ownership; Proprietary Rights . The Site is owned and operated by Virta. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, Sites, and all other elements of the Site (“Materials”) provided by Virta are protected by intellectual property and other laws. All Materials contained in the Site are the property of Virta or our third-party licensors. Except as expressly authorized by Virta, you may not make use of the Materials. Virta reserves all rights to the Materials not granted expressly in these Terms.
  9. Indemnity. You agree that you will be responsible for your use of the Site, and you agree to defend and indemnify the Virta Entities from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
  10. Disclaimers; No Warranties.

    VIRTA IS NOT A HEALTH CARE PROVIDER AND CANNOT AND DOES NOT DIAGNOSE OR TREAT YOUR HEALTH CONDITIONS. VIRTA PROVIDES NO ENDORSEMENT, REPRESENTATION OR WARRANTY THAT ANY PARTICULAR MEDICATION OR TREATMENT USED BY THE PROVIDERS IS OR WILL BE SAFE, EFFECTIVE OR APPROPRIATE FOR YOU.

    THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE EXTENT ALLOWED BY LAW, THE VIRTA ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE VIRTA ENTITIES DO NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

    NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE SITE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE VIRTA ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR ACCESS TO, USE OR MISUSE OF, OR INABILITY TO USE THE SITE, YOUR DEALING WITH ANY OTHER SITE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SITE AND ANY ASSOCIATED SITES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SITE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

    SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED BY LAW.

  11. Limitation of Liability.

    IN NO EVENT WILL THE VIRTA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY VIRTA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

    YOU AGREE THAT THE AGGREGATE LIABILITY OF THE VIRTA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. TO THE EXTENT THAT WE MAY NOT LIMIT OUR LIABILITIES, THE EXTENT OF SUCH LIABILITIES WILL BE THE MINIMUM PERMITTED BY LAW.

    EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  12. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and Virta agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating any dispute. We operate the Site from our offices in California, and we make no representation that Materials included in the Site are appropriate or available for use in other locations.
  13. General. These Terms and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Virta regarding your use of the Site. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive, will survive, including Sections 1 through 13.
  14. Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
  15. Contact Information. By using the Site, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more. The Site is offered by Virta Health Corp., located at 535 Mission Street 14th Floor, San Francisco, CA 94015. You may contact us by sending correspondence to that address or by emailing us at support@virtahealth.com.