Terms

Terms of Use

Last Updated: May 15th, 2020 Sanguina, Inc. (“Sanguina”, “we”, “us”, or “our”) provides a mobile software application (the “App”). The following terms and conditions (“Terms of Use” or “Terms”) govern your access to and use of the App and all software, services, data, or Content associated with the App (collectively, and together with the App, the “Services”). “Content” means any text, graphics, images, music, audio, video, works of authorship of any kind, and data, information or other materials that are posted, generated, provided, or otherwise made available through the Services, including, without limitation, user-generated content. These Terms of Use constitute a binding legal agreement between you and Sanguina.

Please review these Terms carefully for certain warnings, disclaimers and limitations that affect or limit your legal rights, such as the “Disclaimers” and “Limitations on Liability” sections that are below. The “Governing Law” section below requires you and us to resolve any legal disputes in Georgia. If you do not understand these sections or these Terms, please consult with an attorney or ask us. We would be happy to discuss.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.

Warning: Not for Medical Use

If knowing your exact hemoglobin (a red protein responsible for transporting oxygen in the blood) level is critical to your health, you need to have this measurement taken by a medical professional. The Services are for maintaining or encouraging a healthy lifestyle and are unrelated to the diagnosis, cure, mitigation, prevention, or treatment of a disease or condition. Measurements and statistics are intended for informational and educational purposes only, to support general health and wellness. The Services has not been tested with individuals with health conditions, is not a clinical hemoglobinometer or a substitute for a full, clinical blood test, and has not been cleared or approved by the U.S. Food and Drug Administration.

Eligibility

You may access and use the Services only if you are 16 years or older. If you are between 16 years old and the age of majority in your state of residence, as long as the local laws allow so, you represent that you have the permission of your parent or guardian to use the Services, and your parent or guardian agrees to these Terms on your behalf.

Modification

Sanguina reserves the right, at its sole discretion, to modify or terminate the Services or to modify these Terms, at any time. In this event, to the extent it is possible, Sanguina will use commercially reasonable efforts to provide prior notice to you. We will post such notification in an update of the App and provide pop-up notification, via email, or any other reasonable means. By continuing to access or use the Services after we have provided such notification or otherwise modified these Terms, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease accessing and using the Services. You can determine when the Terms were last modified by referring to the “Last Updated” legend at the top of this page.

Not Medical Advice & Other Important Considerations

SANGUINA DOES NOT PROVIDE MEDICAL ADVICE AND THE SERVICES ARE NOT A MEDICAL DEVICE. THE SERVICES ARE NOT PROVIDED IN THE COURSE OF A PROFESSIONAL RELATIONSHIP BETWEEN A HEALTH CARE PROVIDER AND A PATIENT AND ARE NOT INTENDED TO CREATE ANY PATIENT RELATIONSHIP, NOR SHOULD THE SERVICES BE CONSIDERED A REPLACEMENT FOR CONSULTATION WITH A HEALTH CARE PROFESSIONAL. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF CONTENT AVAILABLE ON THE SERVICES OR THE RESULTS YOU RECEIVE THROUGH THE SERVICES. THE SERVICES AND THE INFORMATION CONTAINED WITHIN THE SERVICES ARE NOT A CERTIFIED ELECTRONIC HEALTH RECORD AND ANY AND ALL CLINICAL DECISIONS SHOULD BE MADE BY A LICENSED HEALTH CARE PROVIDER USING THE ORIGINAL SOURCE DATA. SERVICES AND THE SERVICES DATA SHOULD NOT BE USED AS THE ORIGINAL SOURCE TO RENDER MEDICAL DECISION MAKING AND ALL DATA SHOULD BE VALIDATED BY THE LICENSED HEALTH CARE PROVIDER. You understand and agree that the Services and any other information you learn from Sanguina are not intended, designed, or implied to diagnose, cure, mitigate, treat, or prevent, any condition or disease, to ascertain the state of your health, or to be a substitute for professional medical care, and you understand and agree that the Services are intended for, informational, and educational purposes only but may not be accurate. You acknowledge and agree that Sanguina urges you to seek the advice of your physician or other health care provider if you have questions or concerns arising from the Services or the results therefrom. If you have an emergency medical condition, call the emergency number applicable in the country where you are located immediately (e.g. if you are located in the US, you can call 911 and if you are located in EU, you can call 112).

Accuracy of Services

The services are intended to provide you with information that relates to maintaining or encouraging a general state of health or a healthy activity. The data and information provided by the Services are intended to be a general representation of your metrics, but may not be accurate. Certain circumstances may cause the data and information provided by the Services to be inaccurate. These circumstances include, without limitation the user’s physical or health characteristics, the positioning of the user’s finger movement of the user or device, using the Services in connection with an object other than your uncovered fingernails, and distortion of the coloration of your fingernails (for example, caused by injury or nail polish). The Services are not a medical device, and the information and data provided by the Services are not intended to be utilized for medical purposes and are not intended to diagnose, cure, mitigate, treat, or prevent any disease or condition.

Ownership of Services

Except as expressly provided in these Terms of Use, Sanguina and its licensors own and reserve all right, title and interest in and to the Services and the Content, including without limitation all associated intellectual property rights. You acknowledge and agree that, as between Sanguina and you, to the maximum extent permitted by applicable law, all right, title, and interest in and to the Services and Content, including without limitation any patents, copyrights, trademarks, trade dress, trade secrets, inventions, know-how, and all other intellectual property rights are owned exclusively by Sanguina or its licensors, are valid and enforceable, and are protected by United States intellectual property laws and other applicable laws. If you provide Sanguina with any feedback or comments regarding the Services, you agree Sanguina has, and hereby grant, a nonexclusive, perpetual, transferable license and right under all intellectual property rights worldwide to use such feedback or comments to improve the Services or create new products or services without restriction of any kind. You agree not to challenge our use of such feedback or comments.

Content License

Subject to your compliance with these Terms of Use, Sanguina grants you a limited, personal, non-exclusive, non-transferable license, without the right to sublicense, to access and use the Services and view any Content solely for your personal and non-commercial purposes. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services or the Content, except as expressly permitted in these Terms of Use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Sanguina or its licensors, except for the licenses and rights expressly granted in these Terms of Use.

General Prohibitions

To the maximum extent permitted by applicable laws, you agree NOT to do any of the following: Send or provide any illegal content through the Services, or use the Services in violation of any applicable law, regulation or these Terms;
Use, display, mirror or frame the Services, or any individual element within the Services, any Sanguina trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, or any other Content;
Access, tamper with, or use non-public areas of the Services, Sanguina’™s computer systems, or the technical delivery systems of Sanguina’™s providers;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Services or the Content;
Engage in any unauthorized framing or linking of the Services or any Content, or gain access by any automated devices, or engage in any harvesting, scraping or similar types of access;
Use or sublicense or permit use of the Services or the Content for any commercial purpose, as a service bureau, for the benefit of any third party or in any manner not permitted by these Terms of Use;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or the Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Aggregate Content or make any Content available to third parties outside the Services;
Engage in any other action that, in Sanguina’™s sole judgment, may subject Sanguina or others to potential liability or detriment of any kind; or
Encourage or enable any other individual to do any of the foregoing.

Privacy

Sanguina’™s Privacy Policy explains how we treat your personal information and protect your privacy when you use our Services. Your use of our Services is subject to Sanguina’™s Privacy Policy, which is made a part of these Terms of Use by this reference. Sanguina’™s Privacy Policy is available at [link]. By accessing or using our Services, you agree to Sanguina’™s Privacy Policy.

Updates

Sanguina may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Sanguina has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your Mobile Device is connected to the internet either:

the App will automatically download and install all available Updates; or
you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

Third-Party Materials

The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Sanguina is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Sanguina does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Term and Termination

The term of Agreement commences when you download/install the App and will continue in effect until terminated by you or Sanguina as set forth in these Terms. You may terminate this Agreement by deleting the App and all copies thereof from your mobile device. Sanguina may terminate this Agreement at any time without notice. In addition, these Terms will terminate immediately and automatically without any notice if you violate any of the terms and conditions herein.

Upon termination:

All rights granted to you under these Terms will also terminate; and
You must cease all use of the Services and delete all copies of the App from your mobile device and account.

Termination will not limit any of Sanguina's rights or remedies at law or in equity.

Disclaimers

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, SANGUINA EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS BASIS. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY OF THE SERVICES OR ANY CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT WARRANT THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE OR FREE FROM OTHER HARMFUL ELEMENTS OR (III) ERRORS WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY OUR AGENTS OR US DOES NOT AND WILL NOT CREATE ANY WARRANTY. YOU THEREFORE EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES OR ANY CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT SANGUINA CANNOT BE HELD LIABLE FOR ANY HEALTH CARE OR RELATED DECISIONS MADE BY YOU OR YOUR PHYSICIAN OR OTHER HEALTH CARE PROVIDER BASED UPON DATA COLLECTED, TRANSMITTED OR DISPLAYED BY OR ON THE SERVICES, WHETHER SUCH DATA IS ACCURATE OR INACCURATE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES OR THE CONTENT IS ENTIRELY AT YOUR OWN RISK. FURTHER, SANGUINA DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING ANY PRESENT OR FUTURE USE, INTEGRATION OR COMPATIBILITY WITH ANY AND ALL OTHER PRODUCTS OR SERVICES THAT ARE SUPPLIED BY SANGUINA, OR THE SERVICES’™S ABILITY OR INABILITY TO PROCURE, COMPILE, COLLECT, INTERPRET, REPORT, COMMUNICATE OR DELIVER TO YOU ANY DATA. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND RELATED APP ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE OR LICENSING AS “CRITICAL CONTROL APPLICATIONS” IN MEDICAL EMERGENCIES OR HAZARDOUS “LIFE AND DEATH” ENVIRONMENTS REQUIRING MEDICAL EXPERTISE AND/OR FAIL-SAFE PERFORMANCE, SUCH AS DIRECT LIFE SUPPORT MACHINES, ACUTE CARE SETTINGS, OR IN OPERATING ENVIRONMENTS THAT ARE RELATED TO THE DIRECT DELIVERY OF CARE, IN WHICH THE FAILURE OR IMPROPER USE OF THE SERVICES OR RELATED APP COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL DAMAGE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SANGUINA NOR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, AND EACH OF THE FOREGOING ENTITIES’™ DIRECTORS, OFFICERS, EMPLOYEES OR CONTRACTORS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SANGUINA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SANGUINA’™S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE GREATER OF (A) FIVE HUNDRED DOLLARS ($500) OR (B) AMOUNT YOU PAID TO SANGUINA FOR THE SERVICES (IF ANY) IN THE THREE (3) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. To the extent permitted by applicable law, you acknowledge and agree that we offer the Services and set the Services’™ prices in reliance upon the warranty disclaimers, releases, and limitations of liability set forth in the Terms of Use. To the extent permitted by applicable law, you also acknowledge and agree that these warranty disclaimers, releases, and limitations of liability reflect a reasonable and fair allocation of risk between you and us and that these warranty disclaimers, releases, and limitations of liability form an essential basis of the bargain between you and us.

Exclusions and Limitations

Because some jurisdictions do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of liability for consequential or incidental damages or for fraud or gross negligence, the above limitations may not apply to you.

Indemnity

To the extent authorized by applicable law, you agree to indemnify and hold harmless Sanguina, its employees, officers, directors, affiliates, and agents from and against any and all claims, disputes, demands, liabilities, losses, damages, and costs and expenses, including without limitation reasonable legal and accounting fees, resulting directly or indirectly from or arising out of (a) your violation of the Terms of Use, or (b) your access to or use of the Services or the Content.

Notice Required by California Law

Pursuant to California Civil Code Section 1789.3, users are entitled to the following specific consumer rights notice: The name, address of the provider of the Services is Sanguina, Inc. 147 Technology Parkway, Peachtree Corners, GA 30092. Complaints regarding the Services or Content or requests to receive further information regarding use of the Services may be sent to the above address or to legal@sanguina. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210.

Governing Law

These Terms of Use and any action related thereto will be governed by the laws of the State of Georgia without regard to its conflicts of law provisions. Any legal suit, action, or proceeding arising out of or related to these Terms or the App shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia in each case located in Gwinnett County, Georgia. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

General Provisions

These Terms of Use constitute the entire and exclusive understanding and agreement between Sanguina and you regarding the Services and the Content, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Sanguina and you regarding the Services and the Content. You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Sanguina’™s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns. The failure of Sanguina to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that or any other right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Sanguina. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.