TERMS OF USE

SUNNY WEBSITES AND APPLICATIONS

 Effective Date: August 1, 2022

PLEASE READ THESE TERMS OF USE CAREFULLY. THEY SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR USE OF THE WEBSITE AND APPLICATION.

THESE TERMS REQUIRE YOU ARBITRATE ANY DISPUTES YOU MAY HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT.

Agreement to Terms of Use

Sunny Health PBC (“Sunny” or as may be herein referred to as “we,” “our,” or “us”), which provides management and administrative services to professional corporations, including, without limitation, Verde Medical Group PC (“Verde”) and Verde’s affiliated, employed, and contracted health care providers, (“Providers”), owns, operates, and controls this website, mobile websites, and related applications. These Terms of Use (“Terms”) describe the rules for your use of our online and mobile websites and applications and any services offered through the same (collectively, the “Sites”), and your use of interactive features, widgets, plug-ins, content, downloads and other online services that Sunny own, operate, or control, that post or link to these Terms (collectively, and together with the Sites, the “Services”). Any references to “you” or “your” in these Terms mean the individual using the Sites or receiving the Services, including but not limited to persons, dependents, or individuals receiving care, or their authorized representatives or guardians.

By using the Services, you acknowledge and accept the associated Privacy Policy. Additionally, you acknowledge and agree that any activity on the Services is subject to monitoring by us at any time, and you hereby consent to the monitoring of your use of the Services and the collection and use of data connected therewith by us in accordance with the Privacy Policy. Each time you access and/or use the Services, you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. The business realities associated with operating the Services are such that, without the conditions that are set forth in these Terms – such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of  certain Disputes – we would not make the Services available to you. Therefore, do not use the Services if you do not agree.

We may change these Terms at any time, and such changes will be posted on this or a similar page and be denoted with “last updated.” If the changes are material in nature, we will use your  contact information you provided to us through the Sites to reasonably notify you of the updates via email, or if we do not have your email address, we may notify you with a “pop up” alert when you next visit a Site.

If you enter into any other agreement with or are otherwise subject to any additional terms by us (together, the “Additional Terms”), then these Terms are in addition to the Additional Terms and in the event of any conflict between these Terms and the Additional Terms, the Additional Terms shall control except with regard to services subject to the Patient Services Agreement. 

Details of Terms of Use

1. Medical Advice 

We do not provide healthcare services or medical advice. However, professional clinicians, such as physicians, clinicians, and nutritionists who provide services under contract or employment with professional corporations, use the Services to communicate with you and may deliver certain healthcare services within their scope of practice using the Sites.

The Site does NOT provide medical advice, diagnosis or treatment. Never disregard professional medical advice or delay in seeking it because of something you have read on the Sites. Medical advice, diagnosis, treatment or recommendations regarding medication should only be made by licensed physicians or other licensed professionals permitted to render medical advice. Always seek the advice from your physician or other qualified health provider with any questions you may have regarding a medical condition.

If you think you may have a medical emergency, call your doctor or 911 immediately.

2. Content, Ownership, and Rights of Others

a. Content. The Services contain, make use of, or display a variety of: (i) materials and other items relating to Sunny or other professional entities to which Sunny provides services, products and services of each, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Sunny, Verde or other professional entities to which Sunny provides services (collectively,  “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All rights, title, and interest in and to the Sites, including the Content, and all intellectual property rights, including all copyright, trademark, patent, and trade secret rights therein, shall remain with Sunny and our licensors and vendors, and no ownership interest is transferred to you or any other entity by virtue of making the Content available on the Site.

1. Rights of Others and Reservation of Rights. In using the Services, you must respect the intellectual property and other rights of Sunny, Verde, and others, including other professional entities to which Sunny provides services. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. All rights not expressly granted to you are reserved by Sunny and its licensors and other third parties.
2. Use Restrictions 

a. Restrictions on Eligibility. You agree to comply with all applicable laws and regulations while using the Services or the Content. You represent and warrant that you are at least thirteen (13) years of age, and that if you are under thirteen (13) years of age you may not use our Services.

b. Restrictions on the Use of the Services and Content. You agree that you will not:

i. Interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services or the Content, or otherwise misrepresent your identity or provide us with any false information in any information-collection portion of our Services, such as registration, scheduling, or application pages;

ii. Introduce viruses, code, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware, any Content, or any of the Services;

iii. Attempt to disassemble or reverse engineer any of the software used to provide the Services;

iv. Engage in any activities through or in connection with the Services that seek to attempt to or do harm to any individuals or entities or that are unlawful, offensive, obscene, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Sunny;

v. Engage in any activity that interferes with a user’s access to the Services or the proper operation of the Services, or otherwise causes harm to the Services, Sunny, Verde, or other users of the Services;

vi. Harvest or otherwise collect or store any information (including personally identifiable information about other users of the Services, including e-mail addresses, without the express consent of such users);

vii. Monitor, gather, copy, frame, sell, rent, distribute, create derivative works from, broadcast, retransmit, circulate, or transfer the Content or otherwise use or exploit the Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms;

viii. Modify or disrupt materials from the Services, including Trademark, copyright, and other intellectual property notices contained in such Content;

ix. Use Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; and

x. Otherwise violate these Terms or any Additional Terms.

4. Accounts and Credentials 

The Services may allow or require you to register by providing a username or email address and password (“Credentials”). These are your credentials for accessing portions of the Sites. You are responsible for protecting your Credentials. You agree to immediately inform us if your Credentials you use with the Sites are compromised, meaning someone may have access to or have used your Credentials without your permission.

5. Information Provided to Us 

Only as permitted by our Notice of Privacy Practices, You acknowledge and agree that we may use a number of different information and data sources, such as the Content, information provided by you, information provided by your health insurance carrier, or information we obtain from other data sources available to us to display information that we believe may be relevant to you, your search query, or the Services. 

6. Links and Third Party Platforms 

The Services may contain third party plug-ins and/or applications, and/or links to third-party websites that are not owned, controlled or operated by us, (collectively, “Third-Party Platforms”), including websites operated by advertisers, licensors, licensees, and certain other third parties, some of whom may have business relationships with us. You acknowledge that by clicking on these, you may leave our Sites or stop using our Services. We may have no control over the content, operations, policies, terms, or other elements of Third-Party Platforms, and we do not assume any obligation to review any Third-Party Platforms and we are not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Third-Party Platforms. We do not necessarily endorse, approve, or sponsor any Third-Party Platforms, or any third-party content, advertising, information, materials, products, services, or other items.  We will under no circumstances be liable for any direct, indirect, incidental or special loss, or other damage, whether arising from negligence, breach of contract, defamation, or infringement of copyright or of other intellectual property rights caused by the exhibition, distribution, or exploitation of any information or content contained within these Third-Party Platforms.  Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Platform.

7. Wireless and Location-Based Features

a. Wireless Features. The Services may offer certain features and services that are available to you via your wireless device. These features and services may include the ability to access the Services’ features and upload content to the Service, receive messages from the Services, and download applications to your wireless device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

b. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Services for Wireless Features, then you agree to notify Sunny of any changes to your wireless contact information (including phone number) and update your accounts on the Serviced to reflect the changes.

c. Location-Based Features. In the event that the Services offer location-based features in the future, and if you have enabled GPS, geo-location, or other location-based features on any mobile app(s) or feature(s), you acknowledge that your device location will be tracked and may be shared with others consistent with the Privacy Policy. Some mobile app(s) or feature(s) allow for you to disable location-based features or manage preferences related to them. However, you can terminate device location tracking by us by uninstalling any mobile app(s) or feature(s). The location-based services offered in connection with our mobile app(s) or feature(s) are for individual use only and should not be used or relied on as an emergency locator system, used while driving or operating vehicles, or used in connection with any hazardous environments requiring fail-safe performance, or any other situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or severe physical or property damage. The location-based services are not suited or intended for family finding purposes, fleet tracking, or any other type of business or enterprise use – other products exist today that may be used specifically for these purposes. 

8. Disclaimer; No Warranty

YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.

To the fullest extent permissible by applicable law, Sunny, Verde, and their respective subsidiaries, affiliates, directors, members, managers, shareholders, employees, contractors, successors, and assigns (collectively, the “Sunny/Verde Parties”) disclaim any and all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement or misappropriation of intellectual property rights of third parties, title, custom, trade, quiet enjoyment, system integration, and freedom from computer virus, as to:

• the Services (including the Content and information you submit to us);
• the functions, features, or any other elements on, or made accessible through, the Services;
• any products, services, or instructions offered or referenced at or linked through the Services;
• security associated with the transmission of your information submitted to us or transmitted via the Services;
• whether the Services or the servers that make the Services available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your device);
• whether the information (including any instructions) on the Services is accurate, complete, correct, adequate, useful, timely, or reliable;
• whether any defects to or errors on the Services will be repaired or corrected;
• whether your access to the Services will be uninterrupted;
• whether the Services will be available at any particular time or location; and
• whether your use of the Services is lawful in any particular jurisdiction.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable to you.

9. Limitation of Liability

TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY SUNNY/VERDE PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

• the Services (including the Content and information you submit to us);
• your use of or inability to use the Services, or the performance of the Services;
• any action taken in connection with an investigation by Sunny/Verde Parties or law enforcement authorities regarding your access to or use of the Services;
• any action taken in connection with copyright or other intellectual property owners or other rights owners;
• any errors or omissions in the Services’ technical operations; or
• any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were reasonably foreseeable and even if the Sunny/Verde Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort, including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Services.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SUNNY/VERDE PARTIES’ TOTAL LIABILITY TO YOU OR ANYONE ELSE FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID SUNNY IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.

10. Waiver of Injunctive or Other Equitable Relief 

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT ORDER OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY US.

11. Indemnity 

You agree to, and you hereby, defend, indemnify, and hold Sunny/Verde Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Sunny/Verde Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) information you submit to us; (ii) your breach or alleged breach of these Terms or any Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Services or your activities in connection with the Services; (iv) information or material transmitted through your device, even if not submitted by you, that violates someone else’s privacy; (v) any misrepresentation made by you; and (vi) the Sunny/Verde Parties’ use of the information that you submit to us (all of the foregoing, “Claims and Losses”). You agree to cooperate fully as required by the Sunny/Verde Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, the Sunny/Verde Parties retain the exclusive right to assume the exclusive defense and control of any Claims and Losses, and to settle, compromise, and pay any and all Claims and Losses. 

12. Dispute Resolution 

If you reside in the U.S. (and as applicable to U.S. residents), certain portions of this Section 13 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and the Sunny/Verde Parties agree that the intent of this section is to satisfy the “writing” requirement of the Federal Arbitration Act.

a. First – Try To Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Services or these Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Sunny’s actual or alleged intellectual property rights (an “Excluded Dispute,” which includes those actions set forth in Subsection (d)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Subsection (a). Your notice to us must be sent to: legal@mysunnyhealth.com. For a period of sixty (60) days from the date of receipt of notice from the other party, Sunny and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Sunny to resolve the Dispute or Excluded Dispute on terms with respect to which you and Sunny, in each of our sole discretion, are not comfortable.

b. Binding Arbitration. If we cannot resolve a Dispute as set forth in Subsection (a) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND SUNNY (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICES OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICES. For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between the Sunny and you regarding these Terms, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Sunny and you agree, however, that the applicable state, federal or provincial law, as contemplated in Subsection (h) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Sunny regarding these Terms, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Sunny consent to in writing. If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted in New Castle County, Delaware. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Sunny to pay a greater portion or all of such fees and costs in order for this section to be enforceable, then Sunny will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

c. Limited Time To File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SUBSECTION (a) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED. 

d. Injunctive Relief. The foregoing provisions of this section will not apply to any legal action taken by Sunny to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Services and/or Sunny’s intellectual property rights (including such Sunny may claim that may be in dispute), operations, and/or products or services. 

e. No Class Action Matters. YOU AND SUNNY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Subsection (b) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Subsection (f). Notwithstanding any other provision of this section, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions. 

f. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in New Castle County, Delaware. Accordingly, you and Sunny consent to the exclusive personal jurisdiction and venue of such courts for such matters. 

g. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claims of Disputes (but not Excluded Disputes) in a small claims court of competent jurisdiction. 

h. Governing Law. These Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws identified in the “Jurisdiction and Governing Law” section above, without regard to its conflicts of law provisions. 

13. Governing Law and Geographic Limitations 

These Terms shall be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of Delaware, without regard to its conflicts of laws principles. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in Wilmington/New Castle County, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

The Sites and Services are controlled and operated by Sunny from its offices in Wilmington, Delaware. . We reserve the right to limit the availability of the Services and/or the provision of any content, program, product, service, or other feature described or available on the Services to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.

14. Severability; Interpretation

If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable by a court or arbitrator of competent jurisdiction, then to the maximum extent permitted by applicable law that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

15. Entire Agreement; Amendment

This is the entire agreement between you and us relating to the subject matter herein, and shall not be modified except as provided herein.

16. Customer Service, Communications, and Notices

If you have a question regarding using the Services, you may contact customer support by sending an e-mail to support@mysunnyhealth.com.

When you communicate with us electronically, such as via e-mail, messages through the Services, and text message, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

You agree that: (1) we may give you notices of new, revised, or changed terms and other important matters by prominently posting notice on the home page of the Services, or in another reasonable manner; and (2) we may contact you by mail or e-mail sent to the address provided by you. You agree to promptly notify us if you change your e-mail or mailing address by updating your account settings.

All legal notices to us must be sent to legal@mysunnyhealth.com

17. Assignment

Sunny may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Sunny.

18. No Waiver

Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or Sunny in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

19. Agreement to be Bound by Electronic Signature 

Your affirmative act of creating Credentials and an account or of accessing and using the Services constitutes your electronic signature to these Terms and your affirmative informed consent to enter into agreements with us electronically.

Privacy Policy

Effective date: August 1, 2022

Sunny Health, PBC dba Sunny, and its affiliated entities, including Verde Medical Group, PC, (“Sunny”, “us”, “we”, or “our”) are committed to respecting your privacy and protecting your personal information. This Privacy Policy explains the types of personal information we may collect from visitors to our websites, including www.mysunnyhealth.com and all related websites, mobile applications, and web-based services (our “Sites”). This Privacy Policy also describes how we use personal information, the purpose for sharing and recipients of personal information, and your available rights and choices associated with that information.

We may collect or receive certain personal information and other data about you that is governed by federal law, such as the Health Insurance Portability and Accountability Act (“HIPAA”).  Please review your Notice of Privacy Practice which governs our use, disclosure and access to information protected by HIPAA.

This Privacy Policy does not apply to third-party websites, products, or services, even if they may link to our Sites or our Sites may link to them. We recommend you review the privacy practices of those third parties before connecting accessing third party websites and sharing any personal information.

We also encourage you to review our Terms of Use to understand how we treat your personal information as you make full use of our Sites. Unless otherwise defined in this Privacy Policy, capitalized terms used in this Privacy Policy have the same meanings as in our Terms of Use.

This Privacy Policy is provided in a layered format.  You can jump to a specific section by clicking on the section below:

1.  Collection of Personal Information

For purposes of this Privacy Policy, “personal information” means any information that relates to an identified or identifiable individual. The personal information we collect through our Sites will be apparent by the context of the page, and may include the following types of information:

• Communications information. When you communicate with us through our Sites, we may collect your first and last name, email address, and any personal information that you choose to provide in the content of your message.
• Information that we automatically collect. Our Sites use cookies and other tracking technologies such as web beacons, embedded scripts, and tags (“Cookies”), which collect information from you automatically as you use our Sites, including:
• Browser and device data, such as IP address, device identifier, device type, operating system and Internet browser type, screen resolution, operating system name and version, device manufacturer and model, language, plug-ins, add-ons, and the language version of the Sites you are visiting; and
• Usage data, such as browsing history, time spent on the Sites, pages visited, links clicked, language preferences, patterns of use, and the pages that led or referred you to our Site.

We also collect information about your online activities on websites and connected devices over time and across third-party websites, devices, apps, and other online features and services.  For example, we use Google Analytics on our Sites to help us analyze your use of our Sites and diagnose technical issues.

Please review our Cookie Policy below for more information about our use of these technologies.

2. Use of Personal Information

We use the personal information we collect to provide, maintain, and improve our Sites and the services that Sunny offers through them (our “Services”). These uses include:

• Providing you with requested Services, including access to resources and educational materials compiled by us
• Providing you with customer service and support, and to facilitate other communications that you request or that are required to render Services to you
• Providing you with information about new Services and other opportunities that we believe may be of interest to you, whether offered by us or third-party partners, and to personalize, measure, and improve such offers
• Performing analytics for new and existing Sites and Services, such as our user accounts and related features
• Maintaining and improving the quality of our Sites and Services
• Growing our business, including performing research and development, understanding our user trends, and understanding the effectiveness of our marketing
• Protecting ourselves, you, and others; preventing fraud; and creating and maintaining a trusted, secure, and reliable online environment
• Evaluating or conducting a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us about the users of our Service is among the assets transferred
• Complying with our legal obligations; respond to subpoenas, court orders, or legal process; or to establish or exercise our legal rights or defense against legal claims

3. Sharing of Personal Information

We may share your personal information with the following categories of third parties:

a. Our affiliates. We may share personal information with our affiliates, in which case, we will require such affiliates to comply with the terms of this Privacy Policy.

b. Service providers. We share personal information with our service providers to provide services on our behalf, such as payment processing, analytics, advertising, hosting, marketing, customer and technical support, and other services.

c. Business partners. We share personal information with third-party business partners in connection with our Site and Services.

d. Third-party platform advertising. We may share your information with third-party platform providers who assist us in serving advertising regarding the Sites and Services to others who may be interested.  We also partner with third parties (such as Facebook and Google) who use Cookies to serve interest-based advertising and content on their respective third-party platforms that may be based on your preferences, location and/or interests.

e. Affiliate and business transfer. If Sunny is involved in a merger, acquisition or asset sale, your personal information may be shared or transferred in connection therewith.

f. Compliance and harm prevention. We may share personal information as we believe necessary (i) to comply with applicable law, rules and regulations; (ii) to enforce our contractual rights; (iii) to investigate possible wrongdoing in connection with the Site and Services; (iv) to protect and defend the rights, privacy, safety and property of Sunny, you or others; and (v) to respond to requests from courts, law enforcement agencies, regulatory agencies, and other public and government authorities.

4. Your Rights and Choices

You may have rights and choices regarding our use and disclosure of your personal information.  Unless instructed otherwise, you can exercise these rights and choices using the information in the Contact Us section at the end of this Privacy Policy.  Please note that you may have further rights and choices as may be described in our Notice of Privacy Practices.

a. Your California privacy rights. California residents have certain rights with respect to our sharing of their personal information with third parties for their own direct marketing purposes. We do not disclose personal information to third parties for their own direct marketing purposes. However, because California residents have the right to request information regarding such practices under California’s “Shine the Light” Law, please contact us using the information in the Contact Us You must include your full name, email address and postal address in your email or mail request so that we can verify your California residence and respond. “Personal information” under this California law means any information that identified, described, or was able to be associated with an individual at the time of disclosure.

b. Your Nevada privacy rights. Nevada residents have the right to request to opt out of any “sale” of their personal information under Nevada SB 220.  We do not currently sell personal information under Nevada law; however, you may still request to opt out of the future sale of your personal information.  If you are a Nevada resident and would like to make such a request, please contact us using the information in the Contact Us section at the end of this Privacy Policy, and provide “Nevada Privacy Rights” in the subject line.  You must include your full name, email address and postal address in your request so that we can verify your Nevada residence and respond.  In the event we sell your personal information after the receipt of your request, we will make reasonable efforts to comply with such request.

5. Data Security

The security of your personal information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. While we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security. We maintain appropriate technical, administrative, and physical safeguards to help protect the security of your personal information against unauthorized access, destruction, loss, alteration, disclosure or misuse. We encourage you to secure any related accounts and your personal devices with strong passwords and to keep your passwords private.

6. International Data Transfers

Our Sites are operated exclusively in the United States and intended for users located in the United States. We may transfer, store, and use information we collect and maintain about you, including personal information outside of your state, province, country, or other governmental jurisdiction. The data protection laws in the jurisdiction in which we process personal information may differ from those of your jurisdiction, and in certain circumstances, your personal information may be subject to access requests from governments, courts, law enforcement agencies or regulatory agencies in those other jurisdictions. By using the Sites or providing us with any information, you consent to the transfer and processing of your information, including personal information, in the United States as set forth in this Privacy Policy.

7. Cookie Policy

When you visit our Sites, we may collect information from you automatically through Cookies. We also rely on partners to provide many features of our Sites using data about your use of the Sites. We use Cookies for the following purposes:

• To enable features that are necessary for providing you the services on our Sites, such as keeping you signed in, improving security, and preventing and detecting fraud.
• Preference. To allow us to remember your preferences and identify you when you return to our Sites.
• To allow us to understand how our Sites are being used, track site performance and content views, and make improvements to the content, products, or services.
• To deliver targeted advertising based on your preferences, location, and/or interests across different services and devices and measuring effectiveness of ads.
• Social Media. To enable the sharing of content from our Sites through social networking and other sites.

You can modify your browser settings to decline or accept Cookies. However, in a few cases, some of our Sites’ features may not function as designed.

If you wish to opt out of our sharing of the data that is gathered when you visit our Site for purposes of targeted digital advertising, we encourage you to visit the Network Advertising Initiative or the Digital Advertising Alliance’s Self-Regulatory Program for Online Behavioral Advertising for more information about opting out of seeing targeted digital advertisements. You may also visit these websites for more information on how you can opt back in to the sharing of data. Please note that Sunny does not maintain this web tracking data in an identifiable manner.

Opting out of advertising networks does not necessarily mean that you will not receive advertisements while using our Sites or on other websites.

We do not support Do Not Track functionality. Do Not Track is a preference you can set in your web browser to inform websites that you do not want to be tracked. You can enable or disable Do Not Track by visiting the Preferences or Settings page of your web browser.

8. Children’s Privacy

You must be at least 18 years old or older to register or use our Sites, including our account features.  The Sites are intended for a general audience and we do not knowingly collect personal information from children under age 18 through the Sites. If we become aware that we have collected personal information from children under age 18 without verification of parental consent, we will take steps to remove that information from our servers.

9. Links to Other Websites

Our Sites may contain links to other websites that are not operated by Sunny. We are not responsible for the content or privacy policy policies of websites we do not own or control, and our privacy policy does not apply to third-party websites. We strongly suggest you review the privacy policies for third-party websites to understand how your personal information is used and stored by those websites.

10. Changes to This Privacy Policy

We may change this Privacy Policy from time to time to reflect new services or changes in our data practices or relevant laws. The “effective date” legend at the top of this Privacy Policy indicates when this Privacy Policy was last revised. Any changes are effective when we post the revised Privacy Policy on the Sites. If we make any material changes to this Privacy Policy, we will take reasonable measures to notify you via email and/or a prominent notice on our Site prior to the change becoming effective, and will update the effective date at the top of this Privacy Policy. You are advised to review this Privacy Policy periodically for any changes.

11. Contact Us

If you have any questions about this Privacy Policy or wish to exercise one of your privacy rights, please contact us by emailing privacy@mysunnyhealth.com or by sending a letter to:

Attn: Data Protection Officer
Sunny

2810 N Church St

Suite 88074

Wilmington, Delaware 19802-4447 US

NOTICE OF PRIVACY PRACTICES

This Notice of Privacy Practices (this “Notice”) describes how health information about you may be used and disclosed. It also describes how you can access your medical information. Please review it carefully. If you have any questions, please contact the Privacy Official at privacy@mysunnyhealth.com.

In order to provide your care, Verde Medical Group, PC (“Verde”) must collect, create, and maintain information about you and your health.  Verde is required by law to maintain the privacy of this information. This Notice describes how Verde uses and discloses your health information and explains certain rights you have regarding this information. Verde is required by law to provide you with this Notice, and we will comply with the terms as stated. If there is a breach of your unsecured health information, we will notify you in accordance with federal and state law.

Sunny Health PBC d/b/a Sunny provides management and administrative services to Verde; these services include, without limitation, the provision of the telehealth platform and scheduling and billing services.

How Verde Uses and Discloses Your Health Information

Verde protects your health information from inappropriate use and disclosure. Verde will use and disclose your health information only for the purposes listed below:

1. Uses and Disclosures for Treatment, Payment, and Health Care Operations Without Your Consent or Authorization. Verde may use and disclose your protected health information in order to provide care or treatment to you, obtain payment for services provided to you, and in order to conduct our health care operations as detailed below. We have listed below some examples of how we may use and disclose your information.

a. Treatment and Care Management. We may use and disclose health information about you to facilitate treatment provided to you by Verde and other health care providers. For example, your Verde clinician may discuss your health condition with the pharmacy and pharmacist involved in your care in order to provide you with medicines necessary for treatment.

b. Payment. We may use and disclose health information about you in order to get paid for the services we provide to you and to assist other providers in getting paid for the services they render to you. Our payment activities may include determining your eligibility for benefits.

c. Health Care Operations. We may use and disclose health information about you to carry out health care operations, which include care management, quality improvement activities, evaluating our own performance, and resolving any complaints or grievances you may have. We may also use and disclose your health information to assist other health care providers in performing health care operations.

d. Appointments, Information, or Services. We may contact you to provide appointment reminders or information about treatment or other health-related services that may be of interest to you.

2. Other Uses and Disclosures Without Your Consent or Authorization. Verde may also use and disclose your health information without your specific written authorization for the following purposes:

a. As required by law. We may use and disclose your health information when required by state, federal, or local law.

b. Public health activities. We may disclose your health information to public health authorities or other agencies and organizations conducting public health activities.

c. Victims of abuse, neglect, or domestic violence. We may disclose your health information to an appropriate government agency if we believe you are a victim of abuse, neglect or domestic violence and you agree to the disclosure or the disclosure is required or permitted by law. We will let you know if we disclose your health information for this purpose unless we believe that notifying you would place you or another person at risk of serious harm.

d. Health oversight activities. We may disclose your health information to health oversight agencies, such as state departments of health, for activities authorized by law, such as audits, investigations, and inspections.

e. Judicial and administrative proceedings. We may disclose your health information in the course of any judicial or administrative (legal) proceeding in response to an appropriate order of a court or other administrative body.

f. Law enforcement purposes. We may disclose your health information to the police or law enforcement officials as required or permitted by law as requested by a court order or a grand jury or administrative subpoena.

g. Deceased individuals. We may disclose your health information to a coroner, medical examiner, or a funeral director if you passed away as necessary and as authorized by law.

h. Organ, eye, or tissue donations. We may disclose your health information to organ procurement organizations and similar entities for the purpose of assisting them in organ, eye, or tissue procurement, banking, or transplantation.

i. For research. If we perform research, then we may use or disclose your health information for research purposes, such as studies comparing the benefits of alternative treatments received by our patients or investigations into how to improve our care delivery. We will use or disclose your health information for research purposes only with the required Institutional Review Board approval, which must follow a special approval process.

j. Health or safety. We may use or disclose your health information to prevent or lessen a threat to the health or safety of you or the general public. We may also disclose your health information to disaster relief organizations, such as the Red Cross or other organizations participating in bioterrorism countermeasures.

k. Specialized government functions. We may use or disclose your health information to provide assistance for certain types of government activities. If you are a member of the armed forces of the United States or a foreign country, we may disclose your health information to appropriate military authority as is deemed necessary. We may also disclose your health information to federal officials for lawful intelligence or national security activities.

l. Workers’ compensation. We may use or disclose your health information as permitted by the laws governing the workers’ compensation program or similar programs that provide benefits for work-related injuries or illnesses.

m. Business Associate Agreements. A business associate is a person or entity that performs certain functions that involve the use or disclosure of your personal health information to a covered entity (Verde is a covered entity). Your health information may be used or disclosed to a business associate only if we obtain satisfactory assurances from the business associate that the business associate will safeguard any of your health information from any misuse and will use the information only for certain limited permitted purposes.

3. Special Treatment of Alcohol and Drug Abuse Records. Health information we may receive about you from federally assisted alcohol or drug treatment programs may be subject to special protection under state or federal law. If your health information is protected by a federal or state law, we will not disclose this information except where required by, and in full compliance with, federal law.

4. Obtaining Your Authorization for Other Uses and Disclosures. Verde will not use or disclose your health information for any purpose not specified in this Notice of Privacy Practices unless we obtain your express written authorization or the authorization of your legally appointed representative. If you give us your authorization, you may revoke it at any time by providing us with a written notice stating that you wish to revoke your authorization, in which case we will no longer use or disclose your health information for the purpose you authorized, except to the extent that we have relied on your prior authorization to provide your care.

Your Rights Regarding Your Health Information

You have the following rights regarding your health information:

1. Right to Inspect and Copy. You have the right to inspect or request a copy of health information about you that we maintain. Your request should describe the information you want to review and the format in which you wish to review it. We may refuse to allow you to inspect or obtain copies of this information in certain limited cases. If permitted by federal and state law, we may charge you a fee for copies of your record.
2. Right to Request Amendments. You have the right to request changes to any health information we maintain about you if you state a reason why this information is incorrect or incomplete. But, Verde does not have to agree to make the changes you request. If we do not agree with the requested changes, we will notify you in writing and inform you how to have your objection included in our records. If changes are made to your record, it does not mean that Verde will destroy or rewrite your previous records, but Verde will add an addendum to your current records to reflect your changes.
3. Right to an Accounting of Disclosures. You have the right to receive a list of the disclosures of your health information by Verde. The list will not include disclosures made for certain purposes, including disclosures for treatment, payment, or health care operations, or disclosures you authorized in writing. Your request should specify the time period covered by your request, which cannot exceed six years. The first time you request a list of disclosures in any 12-month period, it will be provided at no cost. If you request additional lists within the 12-month period, we may charge you a nominal fee.
4. Right to Request Restrictions. You have the right to request restrictions on the ways in which we use and disclose your health information for treatment, payment, and health care operations, or disclose this information to disaster relief organizations or individuals who are involved in your care. But Verde does not have to agree to the restrictions you request; we would be bound by any restrictions to which we both agree.
5. Right to Request Confidential Communications. You have the right to ask us to send health information to you in a different way or at a different location if the request is reasonable and you believe that you may be endangered by our ordinary form of communication. For example, if you are afraid that someone living with you may open your mail resulting in harm, you may ask us to mail to an alternate address. Your request for an alternate form of communication should also specify where and/or how we should contact you.
6. Right to Paper Copy of Notice. You have the right to receive a paper copy of this Notice at any time. You may obtain a paper copy of this Notice by writing to the Privacy Official at privacy@mysunnyhealth.com. You may also print out a copy of this Notice by going to our website at www.mysunnyhealth.com

Complaints

If you believe your privacy rights have been violated, you may file a complaint with Verde by writing to the Verde Privacy Official. You may also file a complaint with The Secretary of the U.S. Department of Health and Human Services. You will not be penalized or retaliated against by Verde for filing a complaint.

Changes to this Notice

Verde may change the terms of this Notice of Privacy Practices at any time. If the terms of the Notice are changed, the new terms will apply to all of your health information, whether created or received by Verde before or after the date on which the Notice is changed. Any updates to the Notice will be made available on www.mysunnyhealth.com within 60 days of the date on which it becomes effective.

These Privacy Practices are effective: May 20, 2022; last updated: May 20, 2022.