Terms of

service

Just four simple steps to take control of your health data

Disclaimer

SAGE HEALTHCARE IS A HEALTHCARE TECHNOLOGY COMPANY AND NOT A LABORATORY OR MEDICAL PROVIDER. ALL LABORATORY AND MEDICAL SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTIES. THESE LABORATORY AND MEDICAL SERVICE PROVIDERS SET THEIR OWN PRICING. ALTHOUGH SAGE HEALTHCARE MAY FACILITATE EASY ACCESS TO CERTAIN LABORATORY AND MEDICAL SERVICE PROVIDERS ON YOUR BEHALF, SAGE HEALTHCARE DOES NOT RECOMMEND OR REFER YOU TO ANY HEALTHCARE PROVIDERS, AND YOU ARE FREE TO CHOOSE ANY HEALTHCARE PROVIDER AND TO CONTINUE TO USE SAGE HEALTHCARE’S SERVICES. SAGE HEALTHCARE DOES NOT OFFER MEDICAL ADVICE, LABORATORY SERVICES, A DIAGNOSIS, MEDICAL TREATMENT, OR ANY FORM OF MEDICAL OPINION, THROUGH OUR SERVICES OR OTHERWISE. SAGE HEALTHCARE’S SERVICES ARE NOT A SUBSTITUTE FOR MEDICAL CARE, MEDICAL ADVICE, AND/OR A DETAILED DISCUSSION WITH YOUR PRIMARY CARE PHYSICIAN OR OTHER LICENSED PROVIDER. IF YOU HAVE ANY QUESTIONS REGARDING ANY LABORATORY RESULTS OR OTHER INFORMATION THAT YOU ACCESS THROUGH SAGE HEALTHCARE, WE RECOMMEND THAT YOU DISCUSS THOSE QUESTIONS WITH A PRIMARY CARE PHYSICIAN OR OTHER LICENSED PROVIDER. ALL MATERIAL, INFORMATION, DATA, AND CONTENT THAT SAGE HEALTHCARE PROVIDES IS STRICTLY FOR GENERAL INFORMATION PURPOSES. SAGE HEALTHCARE’S MEMBERSHIP PRICING INCLUDES TECHNOLOGY AND SERVICE FEES CHARGED BY SAGE HEALTHCARE, AS WELL AS ACCESS TO LIMITED PREPAID LABORATORY AND OTHER SERVICES PROVIDED BY THIRD PARTIES, AND PAID TO SUCH THIRD PARTIES ON YOUR BEHALF. ITEMIZATION OF ALL FEES ARE AVAILABLE UPON REQUEST. CERTAIN ITEMS AND SERVICES REQUIRE ADDITIONAL PAYMENT THAT ARE NOT INCLUDED IN STANDARD MEMBERSHIP PRICING. FOR OTHER IMPORTANT INFORMATION REGARDING THE SERVICES PROVIDED BY SAGE HEALTHCARE, PLEASE SEE TERMS OF SERVICE.

Terms and Conditions

Terms of ServiceSAGE HEALTHCARETERMS OF SERVICE
(Effective: August 20, 2022)

These Terms of Service (the “Terms”) contain essential terms and conditions regarding your use of our Services and Products, including any materials, data, information, and content available therethrough. PLEASE REVIEW THE TERMS VERY CAREFULLY BEFORE USING OUR SERVICES. We encourage you to contact us at legal@sage.healthcare with any questions or concerns before proceeding any further with our Services or Products.

The Terms incorporate Sage’s Privacy Policy by reference in its entirety – as though herein completed stated – and all references to these Terms shall refer, without limitation, to our Privacy Policy, as above-linked.  Please accordingly review our Privacy Policy very carefully.

AN IMPORTANT NOTE: THESE TERMS AND CONDITIONS REQUIRE THE BINDING ARBITRATION OF DISPUTES ON AN INDIVIDUALIZED BASIS.  EXCEPT AS HEREIN PROVIDED, BY AGREEING TO THESE TERMS AND CONDITIONS, YOU HEREBY WAIVE YOUR RIGHTS TO: (A) SEEK RELIEF IN A COURT OF LAW; (B) HAVE DISPUTES DECIDED BY JUDGE OR JURY; AND (C) PARTICIPATE IN A CLASS ACTION LAWSUIT AGAINST SAGE. PLEASE REVIEW SECTION 16 FOR MORE DETAILS.

The Terms constitute a legally-binding contract between you and Sage that governs your access to and use of our services and products, including but not limited to: (a) your use of this website or use  on iOS, Android, web-based, or any other mobile or computing platforms ( collectively the “Site”) and its features; and (b) any purchases and/or uses of our Services.
BY ACCESSING AND/OR MAKING USE OF OUR SERVICES, INCLUDING WITHOUT LIMITATION VIA ONE OR MORE OF OUR WEBSITES, ADVERTISEMENTS, AND/OR APPLICATIONS, YOU REPRESENT THAT YOU FULLY UNDERSTAND AND AGREE TO BE UNCONDITIONALLY BOUND BY THE TERMS IN THEIR ENTIRETY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Our Services are only available to persons eighteen (18) years of age or older.  You must close your browser or application, delete our application, and you may not access or use our Services or Products if you are under the age of eighteen (18). At this time, Sage does not allow you to create an account for or provide information relating to anyone under the age of eighteen (18).

1.    Definitions

a.     “Sage,” “Sage Healthcare,” the “Company,” “us,” “our,” and “we,” all refer to Sage Healthcare, LLC, a Delaware limited liability company.

b.     “You”, “you,” your”, and “yourself,” and “User” refers to you, as an individual, plus any entity, individual, and/or organization on whose behalf you are acting in connection with our Services (defined below).

c.     “Party” means each of you and Sage. Collectively, you and Sage are the “Parties.”

d.     “Affiliates” refer to an entity’s executives, employees, officers, directors, agents, attorneys, representatives, partners, joint ventures, parents, subsidiaries, successors, and assigns, collectively.  An “Affiliate” refers to any one of the foregoing.

e.     “Claims” refer to claims, disputes, controversies, matters, and causes of action, collectively.  A “Claim” refers to any one of the foregoing.

f.      “Losses” refers to liabilities, harms, losses, debts, damages, awards, expenses, fees, costs, penalties and fines, collectively.  A “Loss” refers to any one of the foregoing.

g.     “Sample(s)” refer to any and all blood samples provided by Sage’s members to independent third-party laboratories for reporting in connection with Sage’s Services.  

h.     “Lab Results” refer to the results of any and all Sample analyses; however, Lab Results do not include the formatting of your Lab Results, the graphic representation of your Lab Results, or any other Sage Content accompanying your or otherwise furnished in connection with your Lab Results obtained from independent third-party laboratories.

i.      “Product(s)” refer to any and all products offered for sale and/or use in connection with our Services.

j.      “Services” refer to any and all services arising out of and/or relating to Sage.  Our Services includes, without limitation: (a) facilitating convenient access to third-party laboratory services for the purposes of collecting Samples, (b) providing convenient access to Lab Results in conjunction with those Samples and furnishing a detailed yet comprehensible and consumer-friendly report relating thereto, (c) facilitating opportunities to connect with third-party medical professionals regarding ordering of tests and related Lab Results, (d) allowing you to upload and analyze independently obtained Lab Results, and (e) providing informational content relating to health, wellness, fitness, diet, and lifestyle, including but not limited to in connection with a set of parameters in Lab Results. Our Services further include, without limitation, our software applications, text and SMS messages, websites, emails, social media accounts, and the creation, publication, exhibition, and distribution of Sage Content. NEITHER SAGE NOR OUR AFFILIATES PROVIDES ANY MEDICAL ADVICE, CARE, OR OPINIONS IN CONNECTION WITH OUR SERVICES, AND YOUR USE OF OUR SERVICES DOES NOT ESTABLISH A DOCTOR-PATIENT RELATIONSHIP WITH SAGE OR OUR AFFILIATES.

k.    “Sage Content” refers to any and all data, information, content, material, and other intellectual property available through our Services in various formats – including but not limited to as code, data, text, images, multimedia content, designs, graphics, illustrations, photographs, banners, messages, videos, visual interfaces, features, functionalities, software applications and, but specifically excluding PII and User Content.

l.      “User Content” refers to any text, photos, graphics, images, video, audio, multimedia, and other materials you create, modify, post, provide, upload, send, and/or share in connection with our Services.  User Content specifically does not include any user passwords, contact information, PII, or “protected health information” or “medical information” that is protected under the Health Insurance Portability and Accountability Act of 1996 or other applicable law– those items are subject to their own rules, as explained in our Privacy Policy – in public-facing text, photo(s), graphics, image(s)...and/or other materials.

m.   “Payment Information” refers to your financially-sensitive information that enables a purchase, such as credit/debit card numbers, CVCs, expiration dates, and PINs.

n.  “Payment Method,” refers to a valid, current, accepted means of remitting payment for Services, as permitted by Sage – typically by submitting valid, current, accepted Payment Information.

o.     “PII” refers to any personally identifiable information that – by itself or in conjunction with other information – identifies, describes, is associated with, or could reasonably be linked to a particular individual or household (e.g. a person’s name, address info, phone number, email address, account number), as well as information relating to an individual’s personal or demographic background (e.g. age, occupation, race/ethnicity), health background (e.g. medical history and related data, blood type, current health conditions/symptoms), Sample, and/or Lab Results (to the extent it is not considered “protected health information” or “medical information” that is protected under the Health Insurance Portability and Accountability Act of 1996 or other applicable law, as more specifically described in our Privacy Policy). PII also includes any Payment Information.

2.    Sage Does Not Provide Any Medical Services

In order to use of our Services, you must acknowledge and agree to the following:

a.     SAGE DOES NOT OFFER YOU MEDICAL ADVICE, A DIAGNOSIS, MEDICAL TREATMENT, OR ANY FORM OF A MEDICAL OPINION, THROUGH OUR SERVICES OR OTHERWISE. All material, information, data, and content that Sage provides through our Services is strictly for general information purposes.

b.     OUR SERVICES ARE NOT A SUBSTITUTE FOR QUALIFIED MEDICAL CARE, QUALIFIED MEDICAL ADVICE, AND/OR A DETAILED DISCUSSION WITH YOUR OWN QUALIFIED HEALTHCARE PROFESSIONAL. Sage strongly recommends that you seek the advice of your own qualified healthcare professional to assist you in making decisions regarding any diagnosis, treatment, course, and/or care – including without limitation in relation to any data and/or information we provide – and you agree to follow this recommendation. You covenant that you will not delay in seeking care or otherwise ignore the advice or direction of a qualified medical professional based on your use of our Services.  If you are concerned that you may be experiencing a medical emergency, please dial 9-1-1 immediately.  You understand and agree that accessing Sage Content, Services, and Products does not create a patient relationship with any medical provider or laboratory.  A patient relationship with a medical provider or laboratory is only established when you have actually been treated by a medical provider or laboratory. In addition, you acknowledge and agree that you have selected each medical provider or laboratory and elected to receive services from the medical provider or laboratory and that no third-party, including Sage, has referred, suggested or recommended the medical providers or laboratories to you.

c.     To the fullest extent permitted by applicable law, you agree that you use our Services and rely on the materials, data, content, and information you receive in connection our Services – including without limitation the Sage Content – at your own risk.   To the fullest extent permitted by applicable law, Sage disclaims all liability and responsibility arising out of and/or relating to any reliance placed by you and/or any other person on our Services and/or any data and/or information you receive in connection with our Services, including without limitation as relating to data and information relating to Lab Results and/or Sage Content.  

3.    Please Exercise Caution Regarding Our Services & Your Lab Results

a.     Sage sincerely hopes to provide you access to the Lab Results you most wish to receive.  Nonetheless, you acknowledge that your Lab Results might not be as hoped or expected, and may even contain distressing and/or life-altering information. While it is not unusual to feel distressed about pending Lab Results, you also acknowledge that you should consult a qualified healthcare professional if such stress interferes with your daily life.

b.     You acknowledge that the process of reviewing Lab Results is irreversible; once you review your Lab Results, you are committing yourself to an awareness of such Lab Results. You accordingly acknowledge that – before using our Services – it is important to seek the advice of a qualified healthcare professional regarding whether, when, and to what extent you should make use of such Services given your medical history and personal circumstances.

c.     Obtaining some laboratory testing involve your provision of a blood sample.  The risks associated with obtaining a blood sample include bruising, hematoma, lightheadedness, fainting, infection, and/or excessive bleeding, and you may feel slight-to-moderate physical discomfort upon being pricked with a needle and having your blood drawn and any other risks identified by a qualified physician and laboratory.  Please make sure you consult with a qualified physician if you are at elevated risk of harm in connection with a blood draw, or if you suffer from a fear of needles or blood.

d.     While Sage strives to facilitate access to complete and accurate Lab Results 100% of the time, you acknowledge and accept that: (a) your Sample may yield incomplete or even inaccurate Lab Results; (b) Sage does not warrant the accuracy, completeness, usefulness, timeliness, or precision of any Lab Results delivered or accessed through our Services; and (c) the Lab Results are obtained by a third-party laboratory not controlled by Sage.  You further acknowledge and agree that your Lab Results may yield data or information that may have a limited significance presently, but may take on greater meaning as science evolves, knowledge increases, and/or future discoveries are made.
 
e.     You acknowledge that Sage recommends your careful discretion in deciding what aspects of your Lab Results to share, how to share them (e.g., we strongly advise against posting Lab Results on social media), and with whom.   You further acknowledge that, to the extent you disclose your Lab Results, or any other PII, with a healthcare provider, such data and information may become part of your medical records and may thereby be available to insurance companies and/or other healthcare providers, except as limited by applicable law.

4.    Only Eligible Individual May Use Our Services

a.     Eligibility. By accessing our Services, you represent that you are of sound mind and body to agree to our Terms and are in possession of the full rights and/or authorization to: (a) consent to our Terms, (b) agree to and pay for any purchase made by you, whether for your own benefit or the benefit of a  third party, (c) authorize all rights and licenses herein granted to Sage and assume all responsibilities, liabilities, debts, and obligations herein required of you, and (d) submit any PII and other data and information provided in connection with our Services, whether for your own benefit or the benefit of a third party.  You must be eighteen (18) years of age to make use of Sage’s Services.

b.     Non-Eligibility. We reserve the right to terminate your use of and access to, our Services – and cancel any purchase thereunder – for any violation of our Terms or any provision of any other agreement between you and Sage.  Furthermore, you may not use our Services if you are:
i.         Currently restricted or prohibited from using our Services;   
                                 
ii.         A past, present, or imminent competitor of Sage and/or closely connected to one or more of our past, present, or imminent competitors;   

iii.         Acting on behalf of another person or entity without that person or entity’s permission;

iv.         Under a legal obligation that restricts and/or precludes your use of our Services; and/or

v.         Otherwise unwilling to fully agree to and follow all of our Terms.
c.     No Guarantees re: Eligibility.  While we make every effort to keep a tight-knit community based on strict eligibility criteria, we make no warranty or representation that every user satisfies our eligibility criteria; there may be ineligible individuals who still gain access to and/or use our Services.

d.     Immediate Termination.  You agree to close your browser window or close and delete all Sage applications and cease from all further use of our Services if you are or become ineligible to use these Services.  You further agree to email hello@sage.healthcare with the subject “End Use” with details about your reason for ceasing all further use.

e.     Additional Terms & Conditions. You acknowledge that – in order to purchase and/or use certain Services and/or Products –Sage may require you to enter into one or more separate agreements and/or accept additional terms and conditions, which are hereby incorporated by reference, in their entirety, into these Terms.  To the extent that Sage requires your consent to further terms and conditions, you will have opportunity to review such terms and conditions before proceeding to purchase and/or use such Services and/or Products. Insofar as there is any conflict between such terms and conditions and these Terms, the former will take precedence, but only with respect to such conflicting terms and/or conditions.

5.    If Eligible, You Are Granted a Limited License to Make Use of Our Services

a.     As long as you remain eligible, you are granted a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, non-delegable, and fully revocable license to access and make use of our Services for personal, non-commercial use in accordance with these Terms. Sage reserves the right to suspend, limit, or revoke this license, for any reason, with or without warning or notice, in our sole and absolute discretion.
i.         You acknowledge and agree that this license, unto itself, does not grant you permission to use Services requiring payment without first remitting payment. You accept that, in order to receive certain Products and Services, you may be required furnish Payment Information and remit payment, as directed by Sage.

ii.         You are permitted to download and/or print a reasonable volume of Sage Content for your personal, non-commercial use in compliance with the Terms.  You are also permitted to download any application that we make available for your download, provided such a download is for your personal, non-commercial use in compliance with the Terms and any additional agreements required for you to download, access, and/or use such an application.  To the extent our features enable you to share Sage Content via social media, you are permitted to share Sage Content strictly as enabled by those features.   

iii.         You are permitted to store files that are automatically cached by your web browser or application.  You are also permitted to temporarily store copies of Sage Content in RAM, insofar as such storage is incident to your access and/or use of such Sage Content.

b.     You are allowed to create a single account for yourself, as an individual eighteen (18) years of age or older, in order to make use of our Services (an “Account”).  You are also allowed to create an Account for each adult who has given you prior express written authorization to agree to these Terms and operate an Account on her/his behalf. You accept that, in order to create an Account, Sage may require you to provide certain PII and a login/password; this includes, without limitation furnishing a first and last name, date of birth, address, email address, race/ethnicity, height/weight, blood type, and information regarding your health history, your present health condition, and any symptoms. You represent that you have provided and warrant that you will provide truthful, accurate, complete, up-to-date information at all times in connection with our Services; you further covenant that you will update any information that you furnish if, and as soon as, you learn that it is inaccurate, incomplete, and/or outdated; this applies, without limitation, to PII.

c.     You acknowledge and accept the Sage will attribute all actions and usage of your Account to you. To the fullest extent permitted by applicable law, you are solely responsible for the security of your password, Account information, and any PII thereto connected; you agree to maintain all such information as confidential at all times, and you agree to accept full responsibility for any decision to disclose and/or failure to protect your such information to the fullest extent permitted by applicable law. In this connection, to the fullest extent permitted by applicable law, you agree (i) that you are solely responsible for any actions and omissions relating to your Account and/or its nexus to our Services, including as it relates to the use and/or misuse of PII,  and (ii) you shall not hold Sage or its Affiliates liable for any compromise of or any unauthorized access to and/or use of your PII, or for otherwise relying on the authority of anyone using your login credentials and/or otherwise accessing your Account.  You shall immediately alert us to any breach of your Account.   You acknowledge and agree that you shall remain particularly vigilant of your Account security when using a public or shared network and/or computer. If you have an Account, you promise to exit from your Account at the end of each session using our Services.

d.     By entering into these Terms, you consent to the use of unsecured email, mobile phone text message, or other electronic methods of communication (“E-messages”) between you and Sage for purposes of discussing information relevant to the Services you receive from Sage. You hereby acknowledge that E-Messages are typically not a confidential means of communication, and that there is a reasonable chance that a third-party (e.g. people in your home or other environments who can access your phone, computer, or other devices; your employer if using your work email or network; and/or third parties on the Internet, such as. server administrators and others who monitor Internet traffic) may be able to intercept and see E-Messages, including without limitation any attachments thereto and content therein.  You have been informed of the risks of transmitting your PII by an unsecured means, including but not limited to the risk with respect to the confidentiality of such information. e.     You may elect to deactivate your account with Sage, cease using our Services, delete your account, and/or terminate your agreement to these Terms at any time by sending an email to hello@sage.healthcare        
                             i.         You acknowledge and agree that your decision to deactivate, cease usage, and/or terminate this Agreement does not automatically entitle you to a credit, rebate, refund, or discount and may result in the removal and/or deletion of your Account, your PII, and/or your User Content, at Sage’s sole election and discretion.

ii.         Termination of your agreement to these Terms shall not prejudice or affect any right of action or remedy which has accrued or will thereafter accrue to either Party with respect to a breach of any representations, warranties, covenants, and/or other obligations hereunder. Each term and condition within these Terms that, either expressly or by implication and/or nature, is reasonably intended to survive the termination of this Agreement shall so survive – until its purpose is fulfilled or moot, or otherwise indefinitely – regardless of which Party terminates this Agreement; this includes, without limitation terms and conditions pertaining to (a) waiver, (b) assumption of risk, (c) limitation and/or exclusion of liability, (d) indemnification, (e) applicable representations, warranties and covenants, and (f) Sage’s rights and licenses with respect to your data, information and User Content. The Parties acknowledge and agree that, insofar as any of the Terms contain one or more provisions which are not applicable as to this Subsection 5.d the parties acknowledge and agree that the inapplicable provision(s) shall simply be severed from interpretation, and that the rest of the provisions shall survive as described in this Subsection 5.d.ii.      
                           
iii.         As permitted by applicable law, Sage may still retain and use your PII after you have deleted your Account.  For more information, please review our Privacy Policy.

6.    Further User Representations, Warranties, & Covenants

a.     You covenant that you shall not sell, rent, lease, barter, recreate, reproduce, copy, modify, create derivative works from, license, sublicense, distribute, publish, republish, perform, transmit, transfer, display, distribute, exhibit, exploit, and/or make commercial use of our Services, or any aspect thereof (including without limitation the Sage Content), without the prior express written consent of Sage and/or our applicable third party licensor and/or provider; you acknowledge that you are strictly forbidden from doing any of the foregoing and represent that you have not done any of the foregoing up to this point in time.  

b.     You covenant that you shall not directly or indirectly resell or export any aspect of our Services or any of our Products – including without limitation our facilitation of access to third-party laboratory and telemedicine services, any Lab Results, and any personalized materials, and any Sage Content resulting therefrom and/or relating thereto – and you represent that you have not done any of the foregoing up to this point in time.

c.     You represent and warrant that you are neither an employer seeking information regarding an employee, nor a person acting on behalf and/or in furtherance of insurance company seeking information about a prospective or actual customer.

d.     You represent that you have not violated and covenant that you shall not violate any export control laws or other restrictions on shipping to foreign countries in the course of purchasing and/or making use of Services and/or Products.

7.    You Must Be Reasonable and Fair in Accessing and Using Our Services.

a.     Sage’s rules for access and use of our Services should be easy to follow.  Nonetheless, here are a few key points to help you along the path:
                                     
i.         Treat Sage, our Affiliates, affiliated service providers, and our community members kindly and respectfully.  
                                   
ii.         All info you provide must be complete, truthful, and up-to-date.   
                               
iii.         Do not attempt to disrupt our tech or misappropriate our I.P.          
                       
iv.         Follow the law at all times in connection with our Services and Products.

b.    You hereby represent that you have not used and warrant that you shall not use our Services to directly or indirectly attempt, engage in, aid, abet, support, incite, encourage, perpetrate, and/or otherwise assist any of the following:
                                     
i.         a violation of a local, state, federal, and/or international law, rule, or regulation;

ii.         a violation of municipal, administrative and/or professional rules, standards, guidelines, or requirements;
                                  
iii.         fraud, misrepresentation, impersonation, or identity theft;
                                 
iv.         the exploitation or harm of a minor, disclosure of a minor’s information, or violation of a minor’s privacy;
                                   
v.         the deliberate submission of false, misleading, invalid, outdated, or inaccurate PII;

vi.         an illegal and/or deceptive business practice;
                               
vii.         a violation of our rights, the rights of our Affiliates, or the rights of any of our licensors, service providers, or any of their respective Affiliates;
                             
viii.         a violation, infringement, or misappropriation of third-party rights, including without limitation infringements of third-party intellectual property rights and violations of third-party rights to privacy;

ix.         the unauthorized use or disclosure of a third-party’s PII;
                                   
x.         harassment, trolling, intimidation, stalking, hate speech, bigotry, racism, prejudice, threats of violence, and/or any other abusive conduct;
                                 
xi.         obscene, lewd, sexually explicit, and/or pornographic content;
                               
xii.         slander, defamation, libel or disparagement;
                             
xiii.        an effort to offer or render professional advice (e.g.,medical, financial);

xiv.         any implication of an affiliation with or endorsement by Sage; and/or

xv.         an effort to disrupt or interfere with our Services and/or business operations.
c.     You promise that, in the course of using our Services, you shall not introduce and/or circulate malicious content, code, files, or programs, or otherwise engage in malicious conduct.  Among other things, you acknowledge and agree that you are not permitted to engage in phishing, harvesting, spamming, or the introduction or circulation of viruses, spyware, worms, Trojan Horses, Easter eggs, keystroke loggers, time bombs, or logic bombs.  Furthermore, in connection with our Services, you shall not engage in deceptive business practices, pursue unsolicited and/or unauthorized marketing or advertising, circulate a chain letter or junk mail, or facilitate or participate in a pyramid scheme, or undertake any other form of solicitation that adversely impacts one or more other user’s ability to use and/or enjoy our Services.

d.    You shall not make efforts to impair, disrupt, overburden, damage, or interfere with the proper working order of any technologies, systems, or operations, belonging to Sage, our Affiliates, our licensors, and/or any of our third-party providers.  Under no circumstances shall you make efforts to modify or alter any aspect of our Services or the services of our Affiliates, licensors, and/or third-party providers. This paragraph includes but is not limited to a restriction on manipulation and/or interference with our websites, applications, scheduling systems and services, messaging systems and services, storefront technologies systems, and recordkeeping systems, as well as third-party blood draw services, third-party telemedicine service, and other third-party services arising out of and/or relating to our Services. You shall not attack our Services in any fashion, online or in person, including without limitation by a denial-of-services or distributed denial-of-services attack.

e.     Under no circumstances shall you make efforts to decompile, disassemble, reverse engineer, translate, render generically, modify, mimic, duplicate, or otherwise derive any aspect, feature, function, or detail concerning or relating to our Services, except to the extent that such a restriction is expressly forbidden by law; this clause includes, but is not limited to the modification, mimicking, duplication and/or rebranding any Sage Content and/or any technology relating to our Services, as well as the display of Sage Content separate from accompanying text or otherwise out of full context.  You are not permitted to use the Sage Content to develop any functions, programs, applications, technologies, or services that leverage the Services.

f.      You shall not make efforts to index, copy, extract, download, or otherwise copy or retrieve any of aspect of our Services, including without limitation the Sage Content; this includes, without limitation, a prohibition on use of a spider, data miner, crawler, robot, or similar tool.  You are not permitted to link or deep-link to our Site or any of our other Services.  You may not utilize framing or mirroring techniques to enclose any item of Sage Content (e.g., logo, name, text, images), and you are forbidden from using "hidden text" that references the Sage Content without the prior express written consent of Sage and/or our third-party licensor(s). You may not and shall not: (i) delete, alter, or remove any copyright designations or notices, trademark designations or notices, or other proprietary designations or notices; or (ii) circumvent any digital rights management systems in connection with our Services; (ii) disable, disarm, bypass, or hack around any of our security systems.  Notwithstanding the foregoing, operators of pubic search engines are granted a limited, revocable, non-sublicensable right to use spiders and provide links in connection with the Sage Content strictly to assist in the legitimate development of a public index that reflects content and information appearing in publicly-facing areas of our Site.  

g.     During the course of using our Services, you shall not sell, rent, lease, barter, recreate or reproduce, copy, create derivative works from, license, sublicense, distribute, publish, perform, transmit, transfer, display, distribute, exhibit, exploit, or otherwise make commercial use of any aspect of our Services, including without limitation any item or aspect of Sage Content, without the prior express written consent of Sage and/or our applicable third-party licensor.

h.     You and you alone are responsible for your User Content.  Any User Content that you provide to us is at your own risk of Losses. Sage shall not be responsible or liable for any Losses arising out of and/or relating to your User Content.

8.    Sage Holds and Reserves Numerous Rights.

a.     At any time, for any reason, with or without notice, in our sole discretion, Sage reserves the right to update, improve, modify, alter, limit, suspend, discontinue, and re-introduce any of our Services – and any aspects, portions, details, features, specifications, and functions thereof – as well as adjust or modify any pricing, availability, and timeframes offered with respect to our Services.  Without limitation, this paragraph pertains to all Sage Content, all User Content, including without limitation your own, and all other technologies, applications, programs, designs, and offerings connected with and/or supporting our Services,
i.         You agree that Sage reserves the right to supplement, delete, or otherwise modify some of all these Terms – or any portions thereof –  at any time, for any reason, with or without notice, in our sole discretion.  In the event that Sage revises these Terms, your continued and/or subsequent access and/or use of our Services will constitute your unconditional acceptance of the revised Terms.  You acknowledge and accept that you are expected to check-back with the page on our Site containing our Terms, as any changes are binding on you.  This paragraph applies, without limitation, to Sage’s Privacy Policy, which is incorporated by reference into these Terms in its entirety.

ii.         You acknowledge and agree that Sage may refuse, suspend, terminate, ban, or otherwise restrict access to our Services to any person, including you, at any time, for any reason, with or without notice, in our sole discretion, without liability for any Losses arising therefrom and/or relating thereto.   You recognize and accept that Sage may restrict access to certain aspects of our Services to persons who create an Account and/or remit payment for certain Services. You agree that your acceptance of these Terms does not, in and of itself, grant you access to those areas of Sage’s Services requiring payment for access.

iii.         To the extent you enter into a separate agreement and/or consent for Services with Sage, and such an agreement or consent contains different termination terms than herein provided, the terms of such separate agreement and/or consent shall control termination as to and only as to the specific Services subject to such an agreement.


b.     You acknowledge that, to the extent permitted by applicable law, Sage reserves the right to decide how it will contact you regarding any service messages and other publicly-directed communications – among other options, we specifically reserve the right to use email, push notification, text/SMS message, telephone call, and a website banner - and you agree that any reasonable means of contact selected by Sage (including any of the aforementioned) shall suffice for timely and adequate notice; this provision, embraces, without limitation, communications concerning changes to one or more of the Terms (including without limitation one or more terms set forth in this Privacy Policy).  You agree that all other notices, requests, consents, claims, demands, waivers, and other communications that Sage sends to you may be sent to the email that you provided to Sage when you registered for our Services – or as updated in connection with your Sage Healthcare account.  

c.     To the fullest extent permitted by law, and except as otherwise specified in writing, Sage holds no obligation or responsibility to take action or refrain from acting with respect to the continuation, provision, maintenance, updating, improvement, renovation, and/or modification of: (a) our Services; (b) aspects, portions, details, features, specifications, and functions of our Services; (c) terms and /or conditions relating to our Services; and/or (d) material, data, information, and/or content arising out of or relating to our Services, including without limitation the Sage Content.

d.     To the fullest extent permitted under law, all Sage Content – and all copyright, trademark rights, service mark rights, patent rights, and other intellectual property rights and proprietary rights arising out of, relating to, and/or appearing in connection with the Sage Content – are owned by us and/or one of our third-party licensors or other providers and are protected by the intellectual property laws of the United States and other countries. You acknowledge and agree that all names, logos, brands trademarks, service marks, slogans, copyright, and designs, and all rights thereto, arising out of, relating to, and/or appearing in connection with the Sage Content belong exclusively to Sage and/or one of our third-party licensors or other providers, irrespective of the presence of any legal designation or lack thereof, and are subject to protection from misappropriation, misuse, blurring, tarnishing, dilution, impersonation, or other unauthorized exploitation under United States law and international law; this includes, without limitation, our trademarks, service marks, and/or logos for “Sage,” “Sage Healthcare,” and “Health Portfolio.” You acknowledge and agree that: (i) nothing in these Terms, express or implied, grants you any right or license to make use of any names, logos, trademarks, service marks, slogans, designs, patents, copyright, or other Sage Content  arising out of, relating to, and/or appearing in connection with our Services; and (ii) these Terms expressly forbid your use any names, logos, trademarks, service marks, slogans, designs, patents, copyright, or other Sage Content  arising out of, relating to, and/or appearing in connection with our Services without our prior express written consent and/or the prior express written consent of the third-party who owns and/or has the applicable rights to such intellectual property.

e.     To the fullest extent permitted under law, Sage reserves any and all rights and interests not expressly granted by these Terms.   You acknowledge and agree that: (i) no right, title, or interest in and to the Sage Content is transferred to you; and (ii) your provision of a Sample or any PII does not afford you any right, title, or interest in and to any research by Sage, our Affiliates, our licensors, and/or our third-party providers or any related Services, Products, documents, data, information, materials, or offerings; you acknowledge and accept that you shall not receive any financial benefits, such as royalties or compensation, by virtue of your provision of the same.

f.      Subject to the conditions set forth in these Terms (including but not limited to our Privacy Policy), you hereby grant Sage a perpetual, irrevocable, non-exclusive, royalty-free, fully sub-licensable, fully transferrable worldwide right and license to exercise any and all rights you may have as to any User Content you disclose, generate and/or submit publicly arising out of and/or relating to your use of our Services.  Likewise, subject to the conditions set forth in these Terms (including but not limited to our Privacy Policy), you agree that Sage may, in our sole discretion: copy, reproduce, adapt, translate, sell, distribute, syndicate, publish, transfer, communicate, modify, exhibit, advertise, market, create derivative works from, display, make commercial use of (including currently known and future, currently unknown commercial uses), and/or otherwise use your User Content throughout the world in any media in any manner, fashion and/or context we wish.  You further agree that you waive any moral rights – including, but not limited to, the rights of attribution – in connection with any content and any data and information arising out of and/or relating to your use of our Services; provided, Sage reserves the right to attribute your User Content to you in our sole discretion, at any time, for any reason. Furthermore, you represent that you have full authority and right to grant these licenses and waive these rights pursuant to our Terms.  

g.     You acknowledge and agree that any suggestions, ideas, recommendations, complaints, feedback, and other submissions (“Submissions”) you provide to Sage shall constitute User Content for the purposes of this Agreement, and shall accordingly be subject to all licenses, waivers, and other terms applicable to User Content hereunder. You recognize that not all User Content (including without limitation Submissions) is subject to protection under the applicable intellectual property laws.  You acknowledge that Sage may already be in the process of creating, developing, finalizing, and/or commercializing products, services, content, or other materials that overlap with or are substantially similar one or more Submissions at the time you submit such Submission(s).

9.    It Is Important for You to Understand How Sage Uses Your Information.

a.     Sage’s Privacy Policy can be found here. Once again, we urge you to carefully review our Privacy Policy, as it directly impacts how Sage handles your PII, among other types of data and information.  You acknowledge and agree that Sage’s Privacy Policy is incorporated by reference into these Terms, in its entirety; by accepting our Terms, you agree to all terms and conditions in our Privacy Policy.

b.     Sage does not collect, store, analyze, or retain any Samples during the course of providing our Services.  Please consult the terms and conditions of your laboratory services provider, for more information regarding the collection, storage, analysis and retention of any Sample you provide to a laboratory service provider that is facilitated through our Services.

c.     In furtherance of facilitating third-party laboratory testing and medical care services directly for you, you hereby expressly permit affiliated contractors and providers to (i) receive, handle, store, transport, and analyze your Sample; (ii) transmit and disclose documents and files containing and/or reflecting PII (including without limitation Lab Results) (1) within and among one other as necessary to furnish and/or facilitate the Services and (2) to persons and/or entities whom you specifically designate for receipt of your Lab Results.

10. Sage Offers and Utilizes Third-Party Services and Products; However, We Are Not Responsible or Liable for Those Third Parties or Their Services or Products.  

During the course of using our Services, Sage may offer you the opportunity to connect with third-party providers; such providers may include, without limitation, payment processing providers, laboratory services providers, data processing and visualization providers, customer service specialists, and telemedicine providers.  Notwithstanding the fact that Sage may help facilitate such opportunities with certain third-party medical providers and laboratories, you are free to use any medical provider or laboratory of your choosing.  Upon your request, Sage will use best efforts to integrate information you provide to us from such providers into the Sage Service ecosystem. Sage may also offer you the opportunity to receive, view, and interact with content created and/or developed by a third-party. Furthermore, in conjunction with our Services, Sage may offer you the opportunity to purchase and/or receive third-party services, products, content, advertisements, devices, and offerings (“Offerings”).  PLEASE CAREFULLY REVIEW THESE DISCLAIMERS, WAIVERS, AND LIMITATIONS OF LIABILITY WITH RESPECT TO THIRD-PARTY SERVICES AND PRODUCTS.

a.     NEITHER SAGE NOR OUR AFFILIATES MAKES ANY WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY, QUALITY, EFFICACY, ACCURACY, RELIABILITY, UP-TO-DATENESS, USEFULNESS, TIMELINESS, SAFETY, COST, LEGALITY, OR RESULTS OF ANY THIRD PARTY’S OFFERINGS – OR ANY INFORMATION, RECOMMENDATIONS, OPINION, GUIDANCE, COURSE, TREATMENT, ADVICE, OR CARE PROVIDED IN CONNECTION THEREWITH.  

b.     NOTWITHSTANDING ANY INTERVIEWS, BACKGROUND CHECKS, OR OTHER VETTING PROCEDURES WE MAY OPT TO CONDUCT, NEITHER SAGE NOR OUR AFFILIATES MAKES ANY WARRANTY, REPRESENTATION, GUARANTEE, RECOMMENDATION, REFERRAL, OR OPINION REGARDING ANY THIRD-PARTY PROVIDER’S QUALIFICATIONS, CREDENTIALS, LICENSING, QUALITY OF WORK, CORRECTNESS OF OPINION, OR SOUNDNESS OR APPLICABILITY OF ADVICE. NEITHER SAGE NOR OUR AFFILIATES MAKES ANY ENDORSEMENT, WARRANTY, REPRESENTATION, GUARANTEE, RECOMMENDATION, REFERRAL, OR OPINION AS TO ANY SPECIFIC THIRD-PARTY PROVIDER OPINION, RECOMMENDATION, COURSE, TREATMENT, PLAN, ITEM OF ADVICE, OR OTHER OFFERING.   YOU ACKNOWLEDGE THAT YOU HAVE SELECTED EACH MEDICAL PROVIDER OR LABORATORY ON YOUR OWN AND THAT NO THIRD PARTY, INCLUDING SAGE, HAS REFERRED, ARRANGED OR RECOMMENDED ANY MEDICAL PROVIDER OR LABORATORY TO YOU.  

c.     YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SAGE OR NOR OUR AFFILIATES SHALL HOLD ANY LIABILITY OR RESPONSIBILITY WITH RESPECT TO ANY THIRD PARTY ADVICE, INFORMATION, OPINION, GUIDANCE, PLAN, COURSE OF TREATMENT, CARE, TEST RESULT, OR OTHER OFFERING: YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE SAGE AND HOLD SAGE AND OUR AFFILIATES HARMLESS FROM ANY CLAIM ARISING OUT OF AND/OR RELATING TO ANY THIRD PARTY OFFERING. THE TERMS IN THIS PARAGRAPH EMBRACE, WITHOUT LIMITATION ANY LOSSES ARISING OUT OF AND/OR RELATING TO (i) THE COLLECTION, PROCESSING AND/OR ANALYSIS OF A SAMPLE BY A THIRD-PARTY LABORATORY SERVICES PROVIDER; (ii) THE COMMUNICATION OF LAB RESULTS BY A THIRD-PARTY LABORATORY SERVICES PROVIDER; (iii) ANY ADVICE, OPINION, GUIDANCE, PLAN, COURSE OF TREATMENT, OR CARE OFFERED BY A THIRD-PARTY MEDICAL, HEALTHCARE, AND/OR WELLNESS PROVIDER; (iv) ANY THIRD-PARTY CONTENT YOU ENCOUNTER WHILE USING OUR SERVICES: (v) ANY THIRD-PARTY ADVERTISEMENT PUBLISHED AND/OR CIRCULATED IN CONNECTION WITH OUR SERVICES; AND/OR (vi) ANY THIRD-PARTY PRODUCTS AND/OR DEVICES OBTAINED AND/OR USED BY YOU IN CONNECTION WITH OUR SERVICES.  WE ENCOURAGE YOU TO RESEARCH APPLICABLE DOCTORS, SERVICE PROVIDERS, AND MEDICAL PRODUCTS/DEVICES – AND TO SEEK HELP ELSEWHERE OR RECEIVE A SECOND OPINION IF YOU ARE NOT 100% COMFORTABLE WITH ANY THIRD-PARTY ADVICE, GUIDANCE, OPINION, COURSE OF TREATMENT, PLAN, OR PROVIDER. YOU ACKNOWLEDGE THAT OUR SERVICES ARE NOT INTENDED FOR EMERGENCY PURPOSES; IN THE EVENT OF A MEDICAL EMERGENCY, YOU AGREE TO IMMEDIATELY CALL YOUR DOCTOR, VISIT YOUR NEAREST HOSPITAL, OR DIAL 9-1-1.

d.     NEITHER SAGE NOR OUR AFFILIATES MAKE ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR OTHER PROMISES REGARDING THE ACTS OR OMISSIONS OF ANY THIRD-PARTY– INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY MEDICAL SERVICES PROVIDER, FINANCIAL SERVICE PROVIDER, TECHNOLOGY SERVICES PROVIDER, CONTENT PROVIDER, ADVERTISER, OR MANUFACTURER OR DISTRIBUTER – EVEN IF THOSE THIRD-PARTIES OFFER PRODUCTS, CONTENT, OR SERVICES THAT SAGE LINKS TO OR OTHERWISE FEATURES, ADVERTISES, AND/OR BUNDLES IN CONNECTION WITH OUR SERVICES.  YOU ACKNOWLEDGE THAT NEITHER SAGE NOR OUR AFFILIATES ENDORSES, CONTROLS, ASSUMES LIABILITY FOR, OR OTHERWISE TAKES RESPONSIBILITY FOR ANY ISSUES ARISING OUT OF OR RELATING TO THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDER – EVEN IF ACCESSED THROUGH OUR SERVICES – AND WE MAKE NO REPRESENTATIONS, WARRANTIES, COVENANTS, OR OTHER PROMISES IN CONNECTION THEREWITH. YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE SAGE AND OUR AFFILIATES HOLD SAGE AND OUR AFFILIATES HARMLESS FROM ANY CLAIM ARISING OUT OF AND/OR RELATING TO ALL THIRD-PARTY PRODUCTS, SERVICES, CONTENT, MATERIALS, INFORMATION, AND OTHER OFFERINGS.

e.     YOU AGREE THAT NEITHER SAGE NOR OUR AFFILIATES PUTS FORTH ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, TITLES, OR INTERESTS – OR ANY RELATED RIGHTS, TITLES, INTERESTS, OR LICENSES, AS THEY ARISE IN CONNECTION WITH OUR PRODUCTS AND/OR SERVICES, OR THE PRODUCTS AND SERVICES OF OUR THIRD-PARTY PROVIDERS.

f.      YOU ACKNOWLEDGE AND AGREE THAT NEITHER SAGE NOR OUR AFFILIATES HAS ANY CONTROL, INPUT, OR AUTHORITY WITH RESPECT TO ANY THIRD PARTY’S TERMS OF SERVICE, PRIVACY POLICY, OR RELATED POLICIES AND PRACTICES – INCLUDING WITHOUT LIMITATION POLICIES AND PRACTICES RELATING TO THE COLLECTION, STORAGE, AND USE OF YOUR PII -  EVEN IF SAGE INCORPORATES, LINKS TO, RELIES ON, OFFERS, FEATURES, AND/OR OTHERWISE FACILITATES ACCESS TO THE OFFERINGS OF SUCH THIRD PARTIES. YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE SAGE AND OUR AFFILIATES AND HOLD SAGE AND OUR AFFILIATES HARMLESS FROM ANY CLAIM ARISING OUT OF AND/OR RELATING TO ANY THIRD PARTY’S TERMS OF SERVICES PRIVACY POLICY, AND/OR RELATED POLICIES AND PRACTICES.  YOU FURTHER ACKNOWLEDGE THAT SAGE STRONGLY RECOMMENDS THAT, FOR ALL THIRD-PARTY OFFERINGS YOU ENCOUNTER IN CONNECTION WITH OUR PRODUCTS AND SERVICES, YOU CAREFULLY REVIEW ALL APPLICABLE TERMS OF SERVICE, PRIVACY POLICIES, AND RELATED POLICIES AND PRACTICES PRIOR TO ACCESSING, USING, AND/OR INTERACTING WITH SUCH OFFERINGS.

g.     YOU ACKNOWLEDGE AND AGREE THAT NEITHER SAGE NOR OUR AFFILIATES HAS ANY CONTROL, INPUT, OR AUTHORITY WITH RESPECT TO ANY THIRD PARTY’S SCHEDULING DECISION, APPOINTMENT CANCELLATION, LATENESS, DELAY, OR FAILURE TO FULLY AND SUCCESSFULLY PROVIDE SERVICES, PRODUCTS, OR OTHER OFFERINGS. YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE SAGE AND OUR AFFILIATES AND HOLD SAGE AND OUR AFFILIATES HARMLESS FROM ANY CLAIM ARISING OUT OF AND/OR RELATING TO ANY THIRD PARTY'S SCHEDULING DECISION, APPOINTMENT CANCELLATION, LATENESS, DELAY, OR FAILURE TO FULLY AND SUCCESSFULLY PROVIDE A SERVICE, PRODUCT, AND/OR OTHER OFFERING.

h.     YOU ACKNOWLEDGE AND AGREE THAT NEITHER YOUR LAB RESULTS NOR ANY OTHER DOCUMENTS, MATERIAL, INFORMATION OR CONTENT WE FURNISH IS INTENDED AS MEDICAL ADVICE OR A SUBSTITUTE THEREFOR, EVEN IF AUTHORED, DISTRIBUTED, EDITED, OR RECOMMENDED BY A LICENSED MEDICAL PROFESSIONAL.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT HOLD SAGE OR OUR AFFILIATES RESPONSIBLE OR LIABLE FOR THE TIMING OR SUBSTANCE OF YOUR LAB RESULTS, AND/OR ANY DOCUMENTS, COMMUNICATIONS, DATA, OR INFORMATION RELATING THERETO; TO THE FULLEST PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE SAGE AND OUR AFFILIATES AND TO HOLD SAGE AND OUR AFFILIATES HARMLESS FROM ANY MATTER ARISING OUT OF AND/OR RELATING TO ANY Sage CONTENT, YOUR LAB RESULTS, AND/OR ANY DOCUMENTS, COMMUNICATIONS, DATA, OR INFORMATION RELATING TO YOUR LAB RESULTS.

i.      YOU ACKNOWLEDGE THAT YOU MAY ENCOUNTER THIRD-PARTY INDIVIDUALS AND/OR INTERACTIONS THAT YOU DEEM TO BE HOSTILE, OBSCENE, OFFENSIVE, PREJUDICED, UNLAWFUL, INCOMPETENT, HARASSING, AND/OR OTHERWISE INAPPROPRIATE DURING THE COURSE OF OR AS A RESULT OF USING OUR SERVICES. THIS INCLUDES, WITHOUT LIMITATION, THIRD-PARTY INTERACTIONS AND INDIVIDUALS YOU MAY ENCOUNTER WHEN (i) INTERACTING WITH THIRD-PARTY LABORATORY SERVICES AND/OR THIRD-PARTY TELEMEDICINE SERVICES PROVIDERS, (ii) POSTING AND ENGAGING WITH USER CONTENT, AND (iii) RECEIVING, DISCUSSING, AND/OR COMMUNICATING REGARDING LAB RESULTS. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT HOLD SAGE OR OUR AFFILIATES RESPONSIBLE OR LIABLE FOR ANY SUCH THIRD-PARTY INDIVIDUALS AND/OR INTERACTIONS YOU ENCOUNTER IN CONNECTION WITH AND/OR AS A RESULT OF OUR SERVICES; TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE SAGE AND OUR AFFILIATES AND HOLD SAGE AND OUR AFFILIATES HARMLESS FROM ANY MATTER ARISING OUT OF AND/OR RELATING TO SUCH AN INTERACTION AND/OR INDIVIDUAL.

j.      NEITHER SAGE NOR OUR AFFILIATES MAKES A WARRANTY OR REPRESENTATION REGARDING ANY INSURANCE OR OTHER HEALTHCARE POLICY, ANY BENEFITS THEREUNDER, OR THE SCOPE, VALIDITY OR ACCEPTABILITY THEREOF. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT HOLD SAGE OR OUR AFFILIATES RESPONSIBLE OR LIABLE FOR ANY INSURANCE OR OTHER HEALTHCARE POLICY CLAIMS, COVERAGE, REIMBURSEMENT, OR ACCEPTANCE ISSUES; TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE SAGE AND OUR AFFILIATES AND HOLD SAGE AND OUR AFFILIATES HARMLESS FROM ANY MATTER ARISING OUT OF AND/OR RELATING TO ANY INSURANCE OR OTHER HEALTHCARE POLICY CLAIMS, COVERAGE, REIMBURSEMENT, OR ACCEPTANCE ISSUES.

k.     SAGE DOES NOT GUARANTEE THAT WE WILL AUDIT, ANALYZE, OR REVIEW USER CONTENT OR OTHER THIRD-PARTY CONTENT BEFORE IT GOES LIVE. NEITHER SAGE, NOR OUR AFFILIATES IS IN ANY WAY RESPONSIBLE FOR WHAT IS PUBLISHED AS USER CONTENT OR OTHER THIRD-PARTY CONTENT IN CONNECTION WITH OUR SERVICES, AND WE ARE UNDER NO OBLIGATION TO EDIT OR CONTROL USER CONTENT OR OTHER THIRD-PARTY CONTENT. WHILE WE LIKE TO MAKE EFFORTS TO HELP OUR USERS, WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING RESPONDING TO USER CONTENT ISSUES, THIRD PARTY CONTENT ISSUES, OR OTHER ISSUES ARISING OUT OF, OR RELATING TO OUR SERVICES; IT IS POSSIBLE THAT YOUR ISSUE MAY GO UNADDRESSED.  THAT SAID, WE RESERVE THE RIGHT TO DELETE ANY USER CONTENT OR ANY OTHER CONTENT AT ANY TIME FOR ANY REASON WITHOUT NOTICE, CAUSE, OR CONSENT.

11. In Order to Use Our Services, Sage Requires You to Make These Additional Representations and Warranties, and to Assume These Additional Obligations.

a.     YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME ALL RISK, LIABILITY, AND RESPONSIBILITY FOR DETERMINING THE EXTENT TO WHICH OUR SERVICES AND ANY THIRD-PARTY OFFERINGS AVAILABLE THROUGH OUR SERVICES ARE APPROPRIATE, VIABLE, AND SAFE FOR YOUR USE AND SUITABLE FOR YOUR PARTICULAR NEEDS AND SUFFICIENT FOR YOUR EXPECTATIONS.  CERTAIN SERVICES OR PRODUCTS MAY NOT BE APPROPRIATE, VIABLE, SUITABLE, AND/OR SAFE FOR CERTAIN INDIVIDUALS.  YOU AGREE THAT, BETWEEN YOU ONE THE ONE HAND AND SAGE AND OUR AFFILIATES ON THE OTHER HAND, YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR DETERMINING: WHETHER TO MAKE USE OF ANY PRODUCT OR SERVICE; WHETHER AND TO WHAT EXTENT TO SEEK MEDICAL CARE OR OTHER HEALTHCARE SERVICES IN CONNECTION WITH YOUR LAB RESULTS – AND IF SO, FROM WHOM, AT WHAT COST, FOR WHAT PURPOSES, AND TO WHAT EXTENT; AND WHETHER AND TO WHAT EXTENT TO FOLLOW A GIVEN OPINION, RECOMMENDATION, COURSE, TREATMENT, PLAN OR ITEM OF ADVICE.  YOU AGREE THAT YOU SHALL RELEASE SAGE AND OUR AFFILIATES AND HOLD HARMLESS SAGE AND OUR AFFILIATES IN CONNECTION WITH ANY DECISION BY YOU CONCERNING: THE SELECTION, PURCHASE, AND/OR USAGE OF A PRODUCT, SERVICE, OR OTHER OFFERING; WHETHER AND TO WHAT EXTENT TO PURSUE MEDICAL CARE OR HEALTHCARE SERVICES; AND WHETHER AND TO WHAT EXTENT TO FOLLOW A GIVEN OPINION, RECOMMENDATION, COURSE, TREATMENT, PLAN OR ITEM OF ADVICE.  You further acknowledge that if a medical provider is not your primary care provider, it is your sole responsibility to follow through with your primary care provider on any medical conditions or treatments suggested in your treatment by any medical provider, and to obtain a medical examination by your primary care provider related to the findings, or lack of findings, in your treatment with a medical provider.

b.     YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT LEGALLY ALLOWED, YOU ASSUME ALL RISK, LIABILITY, AND RESPONSIBILITY FOR YOUR OWN ACTS AND OMISSIONS IN CONNECTION WITH OUR SERVICES; THIS INCLUDES, WITHOUT LIMITATION, YOUR ACTS AND OMISSIONS IN CONNECTION WITH: (i) YOUR SCHEDULING AND RECEIPT OF SAMPLE COLLECTION SERVICES; (ii) YOUR RECEIPT OF ANY LAB RESULTS (iii) ANY THIRD-PARTY MEDICAL ADVICE AND/OR CARE; AND (iv) THE PURCHASE AND/OR USE OF ANY MEDICAL PRODUCT OR DEVICES. YOU ACCORDINGLY AGREE TO CAREFULLY READ AND FOLLOW ALL INSTRUCTIONS DIRECTED TO YOU BY SAGE, OUR AFFILIATES, AND OUR THIRD-PARTY PARTNERS AND PROVIDERS IN CONNECTION WITH OUR SERVICES AND PRODUCTS AND ANY SERVICES AND PRODUCTS THERETHROUGH AVAILABLE. YOU FURTHER AGREE TO ASSUME THE COST OF ALL REPAIRS ARISING OUT OF AND/OR RELATING TO YOUR USE OF OUR SERVICES, OUR PRODUCTS AND RELATED THIRD-PARTY PRODUCTS AND SERVICES.  

c.     You represent that you have carefully assessed whether our Services and Products and any third-party Offerings facilitated through our Services are appropriate, viable, and safe for your use, given your particular needs and sufficient for your expectations – and you promise that you will continue to do so to the extent you make use of additional Services or Products and/or related third-party offerings.  Furthermore, you represent and warrant that you are mentally and physically capable of using and healthy and sound enough to use our Services and Products – and any third-party Offerings available in conjunction with our Services – to the extent used by you.  If you have or develop a condition and/or disability that could impact your use of our Services and/or related third-party offerings, you represent and warrant that a licensed medical professional has approved your use our Services and any related third-party offerings to the extent used by you.

12. Please Review These Terms Governing Your Purchase of Services and Products.

a.     You Authorize Sage to Effectuate Your Purchase. You should plan for your payment to process immediately upon finalizing your purchase with Sage.  Effective immediately, you hereby authorize Sage to: (i) charge your Payment Method in full for all amounts listed at the time of purchase/transaction confirmation, inclusive of any taxes, charges, surcharges, and fees; (ii) disclose your PII, inclusive of your Payment Information, to our Affiliates, as well as our payment providers, and any laboratory companies, shipping providers, and other service providers, as reasonably necessary to facilitate the purchase and/or delivery of our Services and Products and related third-party Offerings; (iii) make use of any other Payment Methods you have submitted in the event that one of your Payment Methods is refused or denied.  You represent and warrant that, to the extent you submit Payment Information during the course of using our Services: (i) the entity, organization, or institution connected to such a transaction will honor the charges you have incurred; (ii) you shall be bear full responsibility for all amounts denied, refused, or uncollected by said entity, organization, or institution.  You agree that Sage may limit, suspend, or revoke your access if you fail to submit and keep up-to-date a viable Payment Method.

b.     Return & Refund Policy. Sage intends to be fair and reasonable in allowing you to cancel your purchase for Services and/or Products.                                        
i.         If you purchase third-party diagnostic testing services via Sage that require a physician’s approval, and the physician does not approve your request for such testing, Sage will arrange for a refund of the cost of such testing, less: (1) any amounts charged by the third-party medical provider who reviewed the applicable request for diagnostic services; (2) any amounts charged by the third-party diagnostic testing provider that said provider deems non-refundable; and (3) any applicable service and/or technology fees charged by Sage in connection with your purchase of said third-party diagnostic testing services.  If you purchase third-party diagnostic testing services via Sage that require a physician’s approval, and you fail to receive such testing within ninety (90) days of said purchase, Sage will arrange for a refund of the cost of such testing, less: (1) any amounts charged by the third-party medical provider who reviewed the applicable request for diagnostic services; (2) any amounts charged by the third-party diagnostic testing provider that said provider deems non-refundable; and (3) any applicable service and/or technology fees charged by Sage in connection with your purchase of said third-party diagnostic testing services.                                      

ii.         If you purchase third-party diagnostic testing services via Sage that do not require a physician’s approval, you may cancel your purchase of such services and receive a full refund if you (1) cancel within forty-eight (48) hours of that purchase; (2) have not made use of such services and/or otherwise availed yourself of such services prior to cancellation; (3) do not make use of such services and/or otherwise avail yourself of such services subsequent to cancellation.                                  

iii.         Unless otherwise noted, you may cancel your purchase of a Product at any time prior to shipment of said Product.  If you cancel within this time period, you will receive a full refund of your purchase, inclusive of taxes.  You are not entitled to any refunds or returns.  You are not entitled to receive a refund in connection with any Product that has been damaged, destroyed, lost, or abandoned.                                    

iv.         You agree to allow Sage up to sixty (60) days to process and issue a refund, based on the date of your refund request.                                       
v.         Although Sage may help facilitate the processing of any refund requests with any third-party laboratory or medical providers, such refunds shall be solely in the discretion of and subject to the terms and conditions established by such third-party laboratory or medical providers.  You agree that Sage shall have no liability to you or responsibility to refund any such amounts to the extent that a third-party denies a refund request.


c.     Damaged & Non-Conforming Products. All risk of loss, damage, destruction, and abandonment with respect to a Product passes to you upon the delivery of that Product to you or your designated recipient.  If Sage and/or any Affiliate fails to deliver any Product to specification (e.g., type, model, dimensions) by its guaranteed delivery date, or if such a Product is damaged or destroyed when delivered, you are entitled to return that Product and either (i) receive a replacement Product in lieu of the one you returned; or (ii) cancel your purchase and receive a full refund or credit (at your election) for all amounts paid towards the Product in question. Under either scenario, Sage will arrange for and cover all costs and expenses arising out of the pick-up and return of a damaged and/or non-conforming Product. In order to effectuate a return of a damaged and/or non-conforming Product, you must notify Sage of the damage and/or non-conformity in writing within forty-eight (48) hours of your receipt of the Product.  You acknowledge and accept that all risk of loss, damage, destruction and abandonment with respect to a Product that you are attempting to return remains with you until you have provided that Product for return to Sage’s authorized shipping provider, except to the extent that such a Product was damaged or destroyed when delivered.

d.     EXCEPT AS STATED IN THIS SECTION 12, ALL SALES ARE FINAL. Except as herein permitted, Sage does not issue any refunds or credits, and we do not accept returns. Sage reserves the right, in its sole discretion, to issue a refund, credit, rebate, discount, coupon, or some other form of reimbursement or incentive to one or more individuals or entities without any obligation to offer the same at any other time, to any other person or entity.  Furthermore, Sage reserves the right to correct any errors relating to the pricing or charging of prices in connection with our Services and Products, and any third-party Offerings in connection with our Services and Products; this includes, without limitation, the right to correct any overcharges or undercharges, and to cancel and refund any purchases relating to such errors.

13. You Agree to Indemnify Sage, Limit Our Liability, and Refrain from Injunctive Measures.

a.     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER SAGE NOR OUR AFFILIATES SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, RELIANCE OR SPECIAL DAMAGES – OR FOR ANY LOSSES ARISING THEREFROM AND/OR RELATING THERETO – IRRESPECTIVE OF (i) THE NATURE AND THEORY OF LIABILITY, (ii) THE FORESEEABILITY OF HARM OR DAMAGES, (iii) WHETHER SAGE WAS ADVISED AS TO THE POSSIBILITY OF HARM OR DAMAGES, (iv) WHETHER THERE WAS AN ACQUISITION OF SUBSTITUTE GOODS AND/OR SERVICES, AND (v) WHETHER A REMEDY FAILED OF ITS ESSENTIAL PURPOSE.  YOU ACKNOWLEDGE AND AGREE THAT, IF YOU ARE NOT FULLY SATISFIED WITH OUR SERVICES OR ANY PORTION THEREOF, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE MAXIMUM, AGGREGATE LIABILITY FOR SAGE AND OUR AFFILIATES IN CONNECTION WITH SAGE’S SERVICES, PRODUCTS, AND/OR THESE TERMS SHALL BE THE GREATER OF (i) $10.00 U.S.D. OR (ii) AMOUNTS ACTUALLY PAID BY YOU FOR THE RECEIPT OF THE SUBJECT SERVICES AND/OR PRODUCTS.  THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY MATTERS ARISING OUT OF AND/OR RELATING TO THE RECKLESSNESS AND/OR INTENTIONAL MISCONDUCT OF SAGE.  FURTHERMORE, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO MATTERS ALLEGING A BODILY INJURY OR DEATH DIRECTLY AND PROXIMATELY CAUSED BY THE ACTIONS AND/OR OMISSIONS OF SAGE AND/OR OUR AFFILIATES.  THIS LIMITATION OF LIABILITY DOES NOT APPLY TO ANY INDEMNIFICATION OBLIGATIONS SET FORTH IN THESE TERMS. THIS LIMITATION OF LIABILITY APPLIES, WITHOUT LIMITATION, TO LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS AND/OR OPPORTUNITY, LOSS OF REVENUE, PROPERTY DAMAGE, HARM TO REPUTATION, LOSS OF GOODWILL, HARM TO THE RIGHT OF PRIVACY, EMOTIONAL DISTRESS DAMAGES, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, AND TECHNICAL MALFUNCTION. THIS LIMITATION OF LIABILITY APPLIES, WITHOUT LIMITATION, TO SAGE’S SERVICES RELATING TO: THE FACILITATION OF THIRD-PARTY LABORATORY SERVICES, THE RECEIPT OF LAB RESULTS, THE FACILITATION OF THIRD-PARTY TELEMEDICINE SERVICES, INFORMATION SHARING, RESEARCH, DATA COMPILATION AND ANALYSIS, AND CONTENT CREATION.

b.     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY AGREE: (i) YOU SHALL NOT, DIRECTLY OR INDIRECTLY, MAKE ANY EFFORT TO ENJOIN SAGE OR OTHERWISE RESTRAIN US FROM PROVIDING SERVICES; (ii) YOU ARE NOT ENTITLED TO ANY INJUNCTIVE OR EQUITABLE RELIEF IN CONNECTION WITH THESE SERVICES.  THIS PROVISION APPLIES, WITHOUT LIMITATION, TO SAGE’S SERVICES RELATING TO: THE FACILITATION OF THIRD-PARTY LABORATORY SERVICES, THE RECEIPT OF LAB RESULTS, THE FACILITATION OF THIRD-PARTY TELEMEDICINE SERVICES, INFORMATION SHARING, RESEARCH, DATA COMPILATION AND ANALYSIS, AND CONTENT CREATION.

c.     UNDER CALIFORNIA CIVIL CODE SECTION 1542, A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WITH RESPECT TO ANY ALL MATTERS ARISING OUT OF, RELATING TO, AND/OR CONCERNING SAGE, OUR AFFILIATES, OUR SERVICES, OUR PRODUCTS, YOUR PII,  THESE TERMS, AND/OR ANY OTHER AGREEMENT BETWEEN YOU AND SAGE.  IF YOU ARE A RESIDENT OF A STATE AND/OR JURISDICTION WITH LEGAL PROVISIONS OR PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE § 1542, YOU HEREBY WAIVE ALL SUCH PROVISIONS AND PROTECTIONS WITH RESPECT TO ANY ALL MATTERS ARISING OUT OF, RELATING TO, AND/OR CONCERNING SAGE, OUR AFFILIATES, OUR SERVICES, OUR PRODUCTS, YOUR PII, THESE TERMS, AND/OR ANY OTHER AGREEMENT BETWEEN YOU AND SAGE.

d.     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD SAGE AND OUR AFFILIATES HARMLESS IN CONNECTION WITH ANY THIRD-PARTY CLAIM – AND ALL RELATED LOSSES – ARISING OUT OF AND/OR RELATING TO YOUR USE OF OUR SERVICES AND/OR PRODUCTS AND/OR YOUR ACTS AND/OR OMISSIONS IN CONNECTION THEREWITH, EXCEPT WITH RESPECT TO ACTS AND/OR OMISSIONS THAT RESULTED FROM SAGE’S SOLE NEGLIGENCE, RECKLESSNESS, KNOWING INTENT, OR STRICT LIABILITY. THIS INDEMNIFICATION PROVISION EMBRACES, WITHOUT LIMITATION: (i) YOUR USE AND/OR MISUSE OF OUR SERVICES, OUR PRODUCTS, AND/OR ANY THIRD-PARTY SERVICES OTHER OFFERINGS ARISING OUT OF AND/OR RELATING TO OUR SERVICES AND/OR PRODUCTS (INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY); (ii) ANY ACTS AND/OR OMISSIONS TAKEN AS A RESULT OF YOUR RECEIPT OF LAB RESULTS AND/OR Sage CONTENT; (iii) ANY THIRD-PARTY OPINION, RECOMMENDATION, COURSE OF TREATMENT, PLAN, AND/OR ITEM OF ADVICE THAT CONCERNS, ARISES OUT, RELATES TO, INCORPORATES, EMANATES FROM, AND/OR BEARS ON OF THE USE OF OUR SERVICES; (iv) ANY USAGE, DISCLOSURE, DECISION, ACT, AND/OR OMISSION ARISING OUT OF, RELATING TO, AND/OR RESULTING FROM LAB RESULTS AND/OR Sage CONTENT; (v) ANY INFORMATION AND/OR DATA YOU PROVIDE TO US AND/OR ONE OR MORE OF OUR AFFILIATES, LICENSORS, AND THIRD-PARTY SERVICES PROVIDER, INCLUDING WITHOUT LIMITATION ANY SELF-REPORTED PII; (vi) YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY AND/OR SECURITY OF YOUR PASSWORD, ACCOUNT INFORMATION, OR PII; (viii) YOUR VIOLATION OF ANY THIRD-PARTY RIGHTS (E.G. PRIVACY, CONFIDENTIALITY, INTELLECTUAL PROPERTY); AND (viii) YOUR VIOLATION OF ONE OR MORE TERMS, INCLUDING WITHOUT LIMITATION ANY BREACH OF REPRESENTATION, WARRANTY, OR COVENANT SPECIFIED IN THIS THESE TERMS. THIS PARAGRAPH APPLIES TO ALL MANNERS OF CLAIMS, WITHOUT EXCEPTION. YOU ACKNOWLEDGE AND AGREE THAT SAGE AND ITS AFFILIATES RESERVE THE EXCLUSIVE RIGHT TO CONTROL THE DEFENSE, SETTLEMENT, AND SELECTION OF COUNSEL IN CONNECTION WITH ANY CLAIM FOR WHICH YOU ARE BOUND TO PROVIDE INDEMNIFICATION BY THE TERMS AND CONDITIONS SET FORTH IN THIS PARAGRAPH OR ANY OTHER TERM OR CONDITION, AT YOUR COST AND EXPENSE.  SAGE WILL MAKE A GOOD-FAITH EFFORT TO NOTIFY IF WE LEARN OF ANY CIRCUMSTANCES THAT GIVE RISE TO THE INDEMNIFICATION OBLIGATIONS HEREIN SPECIFIED.

14.  In Order to Use Our Services, You Accept the Following Waivers and Disclaimers.

CERTAIN JURISDICTIONS MAY LIMIT OR FORBID CERTAIN OF THE EXCLUSIONS, LIMITATIONS, WAIVERS AND/OR DISCLAIMERS APPEARING THROUGHOUT THIS AGREEMENT, INCLUDING WITHOUT LIMITATION AS LISTED IN THIS SECTION 14. ACCORDINGLY, IT IS POSSIBLE THAT THE FOLLOWING MAY NOT APPLY TO YOU IN ITS ENTIRETY. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, YOU HEREBY AGREE TO THE ALL OF THE FOLLOWING DISCLAIMERS AND WAIVERS, IN THEIR ENTIRETY:

a.              NEITHER SAGE NOR OUR AFFILIATES PROVIDES ANY WARRANTIES WITH RESPECT TO ANY SERVICES OR PRODUCTS, OR ANY ASPECT THEREOF THAT IS NOT EXPRESSLY STATED IN THESE TERMS.  ALL SERVICES AND PRODUCTS AND ASPECTS AND FEATURES THEREOF ARE PROVIDED "AS IS,'' “WITH ALL FAULTS”, AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (E.G.WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OPERABILITY, CONDITION, ACCURACY, AND VALUE).  THIS PARAGRAPH APPLIES REGARDLESS OF WHETHER THE WARRANTY IN QUESTION IS EXPRESS OR IMPLIED, OR WHETHER THE WARRANTY ARISES IN THE COURSE OF PERFORMANCE, USAGE OF TRADE, DEALING, OR OTHERWISE.  THIS PARAGRAPH APPLIES, WITHOUT LIMITATION, TO OUR LAB RESULTS, Sage CONTENT, PERSONALIZED OFFERINGS, THIRD-PARTY OFFERINGS, AND ALL MATERIAL, DATA, INFORMATION, AND CONTENT RELATING THERETO.

b.              WITH RESPECT TO ANY “FORWARD-LOOKING STATEMENTS,” SAGE DISCLAIMS ALL DUTIES, DEBTS, OBLIGATIONS, AND LIABILITIES.

c.              THOUGH CERTAIN ASPECTS OF THE Sage CONTENT, LAB RESULTS, AND OTHER THIRD-PARTY MATERIALS AND SERVICES FACILITATED THROUGH SAGE MAY BE PROVIDED BY HEALTHCARE PROFESSIONALS, NEITHER SAGE NOR OUR AFFILIATES OFFERS YOU MEDICAL ADVICE, OPINION, GUIDANCE, DIAGNOSIS, TREATMENT, OR CARE, OR ANY OTHER MEDICAL SERVICES, IN THE COURSE OF PROVIDING SERVICES OR OTHERWISE. SAGE DOES NOT INTERFERE WITH THE PRACTICE OF MEDICINE BY MEDICAL PROVIDERS OR THE PROVISION OF LABORATORY SERVICES BY LABORATORIES, EACH OF WHOM IS SOLELY RESPONSIBLE FOR THE MEDICAL CARE, LABORATORY SERVICES AND TREATMENT PROVIDED TO YOU.  

d.              NEITHER SAGE NOR OUR AFFILIATES MAKES ANY WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY, QUALITY, EFFICACY, ACCURACY, RELIABILITY, UP-TO-DATENESS, USEFULNESS, TIMELINESS, SAFETY, OR RESULTS OF ANY OF OUR SERVICES – EITHER GENERALLY, OR WITH RESPECT TO ANY PERSON’S OR ENTITY’S SPECIFIC, INDIVIDUAL NEEDS.  THIS PARAGRAPH EMBRACES, WITHOUT LIMITATION, A LACK OF WARRANTY AND REPRESENTATION REGARDING ANY LAB RESULTS AND ANY Sage CONTENT.  YOU AGREE THAT NEITHER SAGE NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY LOSSES ARISING OUT OF AND/OR RELATING TO YOUR RELIANCE ON ANY LAB RESULTS, Sage CONTENT AND/OR ANY OTHER DATA AND/OR INFORMATION ARISING OUT OF AND/OR RELATING TO OUR SERVICES THAT CONTAINS AN OMISSION, MISTAKE, ERROR. YOU AGREE THAT NEITHER SAGE NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY LOSSES ARISING OUT OF AND/OR RELATING TO YOUR INABILITY TO ACCESS DATA OR INFORMATION OBTAINED IN CONNECTION WITH OUR SERVICES AND/OR ANY OF OUR THIRD-PARTY PROVIDERS’ SERVICES – INCLUDING WITHOUT LIMITATION AS RESULT OF DELETION, FAILURE IN TRANSMISSION, INTERRUPTION, DELAY, DEFECT, UNAUTHORIZED ACCESS, THEFT, VIRUS, OPERATIONAL FAILURE, COMMUNICATIONS FAILURE, DESTRUCTION, AND/OR AN ACT OF GOD.

e.              NEITHER SAGE NOR OUR AFFILIATES WARRANTS OR REPRESENTS THAT THE Sage CONTENT OR ANY LAB RESULTS WILL BE COMPLETE, ACCURATE, USEFUL, PRECISE, UP-TO-DATE, AVAILABLE, RELIABLE, OR OF A CERTAIN STANDARD OR QUALITY.  YOU ACKNOWLEDGE THAT, WITH RESPECT TO OUR SERVICES, YOUR ACCESSIBILITY, VISIBILITY, AND SPEED OF USE MAY BE IMPACTED BY SUCH FACTORS AS LOCATION, CONNECTION, DEVICE TYPE, BANDWIDTH, AND CONCURRENT TRAFFIC.  YOU AGREE THAT SAGE SHALL NOT BE LIABLE FOR THE UNAVAILABILITY OF OUR SERVICES OR ANY ASPECT THEREOF.

f.               SAGE USES CERTAIN SAFEGUARDS TO REASONABLY PROTECT THE SECURITY AND INTEGRITY OF YOUR PII. NONETHELESS, YOU ACKNOWLEDGE AND ACCEPT THAT – EVEN WITH THE MOST ROBUST SECURITY POLICIES AND PRACTICES – SAGE CANNOT GUARANTEE OR PROMISE THAT (i) SUCH INFORMATION OR ANY OTHER INFORMATION, DATA, CONTENT, MATERIAL, OR TECHNOLOGY, WILL BE 100% SAFE FROM UNAUTHORIZED ACCESS AND/OR USE; (ii) OUR  TECHNOLOGIES, CONTENT, AND MATERIALS WILL REMAIN FREE OF HARMFUL OR DESTRUCTIVE COMPONENTS LIKE MALWARE, TROJAN HORSES, WORMS, AND VIRUSES; (iii) OUR SERVICES WILL NOT BE IMPACTED BY A DISTRIBUTED DENIAL OF SERVICE ATTACK; OR (iv) OUR COLLECTION, RECEIPT, STORAGE, AND TRANSMISSION OF SUCH INFORMATION OR ANY OTHER INFORMATION, DATA, CONTENT, MATERIAL, OR TECHNOLOGY WILL REMAIN UNINTERRUPTED OR COMPLETELY SECURE.  SAGE AND OUR AFFIIATES ACCORDINGLY DISCLAIM ALL LIABILITY ARISING OUT OF AND/OR RELATING TO THE SECURITY, INTEGRITY, AND/OR UNAUTHORZED ACCESS OR USE OF YOUR DATA AND INFORMATION (INCLUDING WITHOUT LIMITATION YOUR PII), EXCEPT TO THE EXTENT IT RESULTS FROM THE RECKLESSNESS AND/OR INTENTIONAL MISCONDUCT OF SAGE AND/OR ONE OR MORE OF OUR AFFILIATES; THE TERMS IN THIS PARAGRAPH EMBRACE, WITHOUT LIMITATION ANY LOSSES, ARISING OUT OF AND/OR RELATING TO ANY VIRUS, MALWARE, DISTRIBUTED DENIAL OF SERVICE ATTACK OR OTHER HARMFUL CODE OR MATERIALS THAT MAY IMPACT YOUR DATA, INFORMATION, DEVICE, COMPUTER, PII, OR OTHER PROPERTY (INTELLECTUAL OR OTHERWISE) AND ARISE OUT OF AND/OR RELATE TO YOUR USE OF OUR SERVICES, AS WELL AS ANY UNAUTHJORIZED GRANT OF ACCESS TO YOUR ACCOUNT AND/OR INFORMATION ON THE BASIS OF FALSE PRETENSES, STOLEN AND/OR MISAPPROPRIATED LOGIN/PASSWORD INFORMATION, SOCIAL ENGINEERING, OR OTHERWISE. YOU ACKNOWLEDGE AND AGREE THAT YOUR TRANSMISSION OF DATA AND INFORMATION IN CONNECTION WITH OUR SERVICES IS AT YOUR OWN RISK.

g.              NEITHER SAGE NOR OUR AFFILIATES WARRANTS OR REPRESENTS THAT OUR SERVICES (INCLUDING BUT NOT LIMTED TO SERVICES RELATING TO THE FACILITATION OF LABORATORY SERVICES, THE RECEIPT OF LAB RESULTS, AND THE FACILITATION OF TELEMEDICINE SERVICES) HAVE FUNCTIONED OR WARRANT THAT THEY WILL SAGE IN A MANNER THAT IS ERROR-FREE AND UNINTERRUPTED. NEITHER SAGE NOR OUR AFFILIATES WARRANTS OR REPRESENTS THAT WE WILL ADDRESS ANY MALFUNCTIONS OR DEFECTS, PRESERVE ANY Sage CONTENT, LAB RESULTS, OR OTHER DOCUMENTS AND/OR INFORMATION, REVIEW ANY PRODUCTS OR SERVICES, OR CONDUCT ANY UPDATES OR IMPROVEMENTS AND PRODUCTS.
b.     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY AGREE: (i) YOU SHALL NOT, DIRECTLY OR INDIRECTLY, MAKE ANY EFFORT TO ENJOIN SAGE OR OTHERWISE RESTRAIN US FROM PROVIDING SERVICES; (ii) YOU ARE NOT ENTITLED TO ANY INJUNCTIVE OR EQUITABLE RELIEF IN CONNECTION WITH THESE SERVICES.  THIS PROVISION APPLIES, WITHOUT LIMITATION, TO SAGE’S SERVICES RELATING TO: THE FACILITATION OF THIRD-PARTY LABORATORY SERVICES, THE RECEIPT OF LAB RESULTS, THE FACILITATION OF THIRD-PARTY TELEMEDICINE SERVICES, INFORMATION SHARING, RESEARCH, DATA COMPILATION AND ANALYSIS, AND CONTENT CREATION.

c.     UNDER CALIFORNIA CIVIL CODE SECTION 1542, A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WITH RESPECT TO ANY ALL MATTERS ARISING OUT OF, RELATING TO, AND/OR CONCERNING SAGE, OUR AFFILIATES, OUR SERVICES, OUR PRODUCTS, YOUR PII,  THESE TERMS, AND/OR ANY OTHER AGREEMENT BETWEEN YOU AND SAGE.  IF YOU ARE A RESIDENT OF A STATE AND/OR JURISDICTION WITH LEGAL PROVISIONS OR PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE § 1542, YOU HEREBY WAIVE ALL SUCH PROVISIONS AND PROTECTIONS WITH RESPECT TO ANY ALL MATTERS ARISING OUT OF, RELATING TO, AND/OR CONCERNING SAGE, OUR AFFILIATES, OUR SERVICES, OUR PRODUCTS, YOUR PII, THESE TERMS, AND/OR ANY OTHER AGREEMENT BETWEEN YOU AND SAGE.

d.     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD SAGE AND OUR AFFILIATES HARMLESS IN CONNECTION WITH ANY THIRD-PARTY CLAIM – AND ALL RELATED LOSSES – ARISING OUT OF AND/OR RELATING TO YOUR USE OF OUR SERVICES AND/OR PRODUCTS AND/OR YOUR ACTS AND/OR OMISSIONS IN CONNECTION THEREWITH, EXCEPT WITH RESPECT TO ACTS AND/OR OMISSIONS THAT RESULTED FROM SAGE’S SOLE NEGLIGENCE, RECKLESSNESS, KNOWING INTENT, OR STRICT LIABILITY. THIS INDEMNIFICATION PROVISION EMBRACES, WITHOUT LIMITATION: (i) YOUR USE AND/OR MISUSE OF OUR SERVICES, OUR PRODUCTS, AND/OR ANY THIRD-PARTY SERVICES OTHER OFFERINGS ARISING OUT OF AND/OR RELATING TO OUR SERVICES AND/OR PRODUCTS (INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY); (ii) ANY ACTS AND/OR OMISSIONS TAKEN AS A RESULT OF YOUR RECEIPT OF LAB RESULTS AND/OR Sage CONTENT; (iii) ANY THIRD-PARTY OPINION, RECOMMENDATION, COURSE OF TREATMENT, PLAN, AND/OR ITEM OF ADVICE THAT CONCERNS, ARISES OUT, RELATES TO, INCORPORATES, EMANATES FROM, AND/OR BEARS ON OF THE USE OF OUR SERVICES; (iv) ANY USAGE, DISCLOSURE, DECISION, ACT, AND/OR OMISSION ARISING OUT OF, RELATING TO, AND/OR RESULTING FROM LAB RESULTS AND/OR Sage CONTENT; (v) ANY INFORMATION AND/OR DATA YOU PROVIDE TO US AND/OR ONE OR MORE OF OUR AFFILIATES, LICENSORS, AND THIRD-PARTY SERVICES PROVIDER, INCLUDING WITHOUT LIMITATION ANY SELF-REPORTED PII; (vi) YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY AND/OR SECURITY OF YOUR PASSWORD, ACCOUNT INFORMATION, OR PII; (viii) YOUR VIOLATION OF ANY THIRD-PARTY RIGHTS (E.G. PRIVACY, CONFIDENTIALITY, INTELLECTUAL PROPERTY); AND (viii) YOUR VIOLATION OF ONE OR MORE TERMS, INCLUDING WITHOUT LIMITATION ANY BREACH OF REPRESENTATION, WARRANTY, OR COVENANT SPECIFIED IN THIS THESE TERMS. THIS PARAGRAPH APPLIES TO ALL MANNERS OF CLAIMS, WITHOUT EXCEPTION. YOU ACKNOWLEDGE AND AGREE THAT SAGE AND ITS AFFILIATES RESERVE THE EXCLUSIVE RIGHT TO CONTROL THE DEFENSE, SETTLEMENT, AND SELECTION OF COUNSEL IN CONNECTION WITH ANY CLAIM FOR WHICH YOU ARE BOUND TO PROVIDE INDEMNIFICATION BY THE TERMS AND CONDITIONS SET FORTH IN THIS PARAGRAPH OR ANY OTHER TERM OR CONDITION, AT YOUR COST AND EXPENSE.  SAGE WILL MAKE A GOOD-FAITH EFFORT TO NOTIFY IF WE LEARN OF ANY CIRCUMSTANCES THAT GIVE RISE TO THE INDEMNIFICATION OBLIGATIONS HEREIN SPECIFIED.

15. Choice of Law and Jurisdiction

a.     Choice of Law.  Any Claim arising out of or relating to Sage, our Affiliates, our Services, our Products, a transaction in connection with one or more Products and/or Services, one or more of third-party Offerings arising out of and/or relating to our Services and/or Products, and/or the Terms will be construed and governed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, except to the extent that Delaware law is preempted by or inconsistent with federal law.  

b.     Venue and Jurisdiction.  Except to the extent that a dispute is arbitrated or brought in small claims court pursuant to Section 16 below, the parties agree that all disputes must be litigated in the state or federal courts the State of Delaware.  You and Sage each waive any defense or claim of lack of personal jurisdiction, the inappropriateness of venue, or forum non convenient.

c.     U.S. Jurisdiction; Foreign Access.  Sage and its properties are located in and operated from the United States. Our Services are intended only for use by persons located in the United States. Sage does not intend to be subject to any non-U.S. law or jurisdiction, under any circumstances, and you agree that you shall not pursue any claims, disputes, or controversies against Sage insofar as they are subject Sage to non-U.S. law or jurisdiction.  Moreover, you acknowledge and agree that Sage makes no representation or warranty that our Services – including without limitation our website, the Sage Content and any Lab Results relating to our Services – are accessible, legally permitted, and/or appropriate for consumption in any countries or jurisdictions outside of the United States. It may not be legal for your and/or other persons to access this site based on the country or jurisdiction in which you and/or such persons are located; you accordingly assume all risk, liability, and responsibility in connection with accessing this site outside of the United States and complying with any laws, rules, regulations, or guidelines applicable thereto.  Furthermore, insofar as you are resident of a country other than the United States and/or located in such a country when accessing our Services (e.g., in a country belonging to the European Union), you acknowledge that you are engaging in the transfer of data and information to the United States, which may have less protective data laws, privacy regulations, and disclosure regulations than your country of residency and/or location.

16. Binding Arbitration of Disputes on an Individual Basis.

a.     Claims subject to arbitration. To the fullest extent permitted by applicable law, you and Sage agree to arbitrate all Claims arising out of or relating to Sage, our Affiliates, these Terms, our Services, our Products, a transaction in connection with one or more Products and/or Services, PII,  one or more of third-party products and/or services arising out of and/or relating to our Services and/or Products.  This arbitration provision is intended to be broadly interpreted.  It includes, but is not limited to:
·      Claims relating to our facilitation of third-party laboratory services, your Sample, an analysis of your Sample, your Lab Results, any documents, communications, data, or information relating to your Lab Results, and/or any actions and/or omissions in connection therewith and/or resulting therefrom;
·      Claims relating to any aspect of the relationship between you and Sage, whether based in contract, tort, negligence, fraud, misrepresentation, trespass, or any other statutory or common-law legal theory;
·      Claims relating to your interactions with or any actions taken by Sage, our Affiliates, and/or any of our third-party affiliates and/or providers;
·      Claims relating to the Sage Content, your receipt and/or review thereof, your distribution thereof, and/or any actions and/or omissions in connection therewith and/or resulting therefrom;·      Claims relating to Sage’s use, protection, or disclosure of information about you, including your PII;·      Claims concerning Sage’s marketing and/or advertising of third-party products and services to you;
·      Claims that arose before your acceptance of the Terms or any current or prior agreement between you and Sage, such as Claims related to advertising or disclosures;
·      Claims that arise after the termination of this or any other agreement between you and Sage; and
·      Except as specified in Section 16.b below, any disputes relating to the interpretation, applicability, scope, waiver, or enforceability of this arbitration provision, such as a dispute over whether a Claim can or must be brought in arbitration. In this Section 16 only, references in this to “Sage,” “we,” “our,” and “us” include our respective predecessors in interest, as well as our respective past, present, and future subsidiaries, Affiliates, related entities, and all authorized or unauthorized users or beneficiaries of our Services or any Products purchased from Sage. You agree that, by agreeing to the Terms, you and Sage are each waiving the right to a trial by jury or to participate in a class action. The Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. This arbitration provision, as set forth by the terms of this Section 16, shall survive termination of your use of our Services.  

b.     Claims not subject to arbitration. Notwithstanding the foregoing, you or Sage may bring an action in your local small claims court seeking only individualized relief, so long as the action remains in that court and is not removed or appealed to a court of general jurisdiction.  If your jurisdiction permits small claims court judgments to be removed or appealed to a court of general jurisdiction for a trial de novo, that appeal shall be resolved in arbitration in accordance with this arbitration provision.  This arbitration provision does not preclude you or Sage from bringing issues to the attention of federal, state, or local agencies or law enforcement. Notwithstanding anything herein to the contrary, any dispute over the applicability and/or enforceability of any of the terms and/or conditions in this Section 16(b), shall be determined in a court of competent jurisdiction unless the parties mutually agree otherwise in writing.  Notwithstanding anything herein to the contrary, either Party may bring a claim arising out of and/or relating to intellectual property rights, or seek temporary or preliminary relief and/or specific performance, in any court of competent jurisdiction, without the posting of bond or other security.

c.     Class Action Waiver.  The arbitrator may award relief (including, but not limited to, damages, restitution, declaratory relief, and injunctive relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claim. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LE LAW, YOU AND SAGE EACH AGREE  TO BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LE LAW, YOU AND SAGE EACH AGREE NOT TO PURSUE OR RECOVER ANY DAMAGES OR OTHER RELIEF IN CONNECTION WITH ANY CLAIMS AGAINST THE OTHER  IN A CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, PRIVATE ATTORNEY GENERAL PROCEEDING, OR OTHER AGGREGATED PROCEEDING. Further, unless both you and Sage agree otherwise, the arbitrator may not consolidate more than one person’s Claims. To the fullest extent permitted by applicable law, the arbitrator may not preside over any form of a collective action, class action, mass action, private attorney general action, or other aggregated proceeding. If, after exhaustion of all appeals, any of the aforementioned prohibitions on non-individualized relief is found to be unenforceable with respect to a particular Claim then the parties agree that such a Claim or request for relief shall be decided by a court of competent jurisdiction after all other claims and requests for relief shall be arbitrated.

d.     Arbitration procedures. A Party who intends to seek arbitration must first send to the other a written Notice of Dispute.  A Notice of Dispute to Sage should be addressed to Sage Healthcare, Inc., Attn: Legal Department, 5302 Cascades Court, College Station, TX 77845.  A Notice of Dispute to you will be sent to the last address you provided to Sage.  A Notice of Dispute must (i) provide your name, address, phone number, and the email address we have on file for you; (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought. The Parties agree to negotiate regarding any claim or dispute subject to a Notice of Dispute for a period of not less than sixty (60) days from receipt of said Notice– and if the Parties do not reach an agreement to resolve the claim within sixty (60) days after the Notice of Dispute is received, you or Sage may commence arbitration with JAMS, which shall administer the arbitration under its Consumer Arbitration Rules in effect at the time (“JAMS Rules”), no later than the latest date permitted by the statute of limitations that would have applied to said a dispute if it had proceeded in a court of competent jurisdiction instead of in arbitration.  You may obtain a copy of the JAMS Rules by visiting the JAMS website at jams.org.  If the JAMS is unavailable to administer an arbitration, another provider will be selected by agreement of the parties or by the court pursuant to 9 U.S.C. § 5.  Except as specified in this Agreement (e.g., limitations and exclusions around Claims and Losses), the arbitrator can award the same remedies available under applicable law that a court can award. The arbitrator may consider rulings in other arbitrations involving different customers, but an arbitrator’s ruling will not be binding in proceedings involving different customers.  Unless you and Sage agree otherwise, any arbitration hearings will take place by videoconference or by telephone or resolve claims or defenses on the basis of papers submitted by the parties, or to the extent not permitted, at the JAMS location nearest your billing address.  Regardless of the manner in which the arbitration is conducted, a single arbitrator will conduct the arbitration – as agreed-upon by the Parties within ten (10) business days following the commencement of Arbitration, or as alternatively determined pursuant to the JAMS rules – and said arbitrator shall issue a reasoned written decision.  The award shall be final and binding on the parties; judgment may be entered on the award by any court with jurisdiction and by any state or federal court in Houston, Texas, the jurisdiction and venue of which you and Sage both agree, and such a judgment shall not be subject to modification, appeal, or vacation except as allowed by Sections 10 and 11 of the Federal Arbitration Act, which the Parties hereby agree apply to these Terms.  Except as otherwise explicitly stated in this Agreement, the arbitrator shall have the sole and final authority to decide on the validity, applicability, and scope of the arbitration provisions of this agreement, as well as the arbitrability of a Party’s claim(s).

e.     Arbitration fees.  If Sage initiates arbitration or you initiate arbitration of claims valued at $25,000 or less, Sage will pay all JAMS filing, administration, case management, hearing, and arbitrator fees (“JAMS Fees”), so long as you have fully complied with the Notice of Dispute requirements in Section 16.d.   If you seek relief valued at greater than $25,000, the payment of JAMS Fees shall be governed by the JAMS Rules.  Nothing in this Section 16.e prevents the arbitrator from reallocating the JAMS Fees in accordance with the JAMS Rules in the event that the arbitrator finds that a claim violates the standards set in Federal Rule of Civil Procedure 11.  

f.      30-Day period to reject arbitration. You may opt out of this Section 16 of the Terms within thirty (30) days of execution by providing written notice to Sage Healthcare, Inc., Attention: Legal Dept., 5302 Cascades Court, College Station, TX 77845. To be valid, an opt-out notice must (i) include your name, the email address we have on file for you, and a statement that you are rejecting the arbitration provision in the Terms; and (ii) be received by Sage within 30 days after your initial acceptance of the Terms.  If you elect to opt-out under this paragraph, you agree that all other terms and conditions herein stated and stated in other agreements between you and shall remain in full force and effect; that includes, without limitation any other arbitration agreements between you and Sage.

g.     Time Limitation on Claims.  To the fullest extent permitted by applicable law, you and Sage agree that any claim, dispute, controversy, matter, or cause of action arising out of and/or relating to Sage, our Affiliates, these Terms, our Services, our Products, a transaction in connection with one or more Products and/or Services, PII, and/or one or more of third-party products and/or services arising out of and/or relating to our Services and/or Products shall be permanently barred if it is not filed and/or submitted for arbitration within one year of when the alleging party knew or reasonably should have known of the issue or matter giving rise thereto.  Notwithstanding the foregoing, this paragraph shall not apply to the filing and/or submission of any counterclaim.

17. Miscellaneous

a.     Except as expressly permitted otherwise in writing by Sage, you may not assign, delegate, sell, or transfer any of your rights or obligations under these Terms.  Any purported assignment or delegation in violation of this Section 17.a is null and void.  No assignment or delegation relieves you of any of your obligations under these Terms.  Notwithstanding anything herein contrary, Sage may freely assign, delegate, sell, and/or transfer our rights and obligations under these Terms– and any assets relating to, arising out of, and/or concerning these Terms – including without limitation circumstances of sale, merger, acquisition, reincorporation, consolidation, reorganization, or other change of control.  These Terms will be binding on the Parties’ heirs, permitted assigns, administrators, and other legal represents, and shall inure to the benefit of the Parties and any of its successors and/or assigns.

b.     You acknowledge and agree that Sage shall not hold any liability or responsibility for any Losses – or be deemed to have defaulted or breached these Terms – for any failure or delay in fulfilling or performing any term of these Terms that results from factors beyond the scope of our reasonable control.  This includes without limitation, acts of God, weather, the slowdown or shutdown of carriers, transportation, and/or utilities, strikes and protests, border delays, health crises and/or pandemic illnesses, closures and/or lockdowns, acts of warfare and/or terrorism, and actions taken by government agencies.

c.     If any of the Terms herein – or any portion(s) of any terms or conditions – are held unenforceable, the impact of that unenforceability (i.e. limitation or exclusion of terms) will be construed as narrowly as possible to the extent permitted by applicable law and it does not invalidate or render unenforceable such term or provision in any other jurisdiction; moreover, the remainder of these Terms– and all other portions thereof – shall nevertheless remain in full force and effect to the extent legally permissible.

d.     Any translation of these Terms, your Lab Results, and/or the Sage Content is merely provided as a convenience. Any discrepancy or dispute involving a translated version of these Terms, your Lab Results, and/or the Sage Content and the English version thereof shall be resolved in favor of the English version.  Our headings and section titles in these Terms are provided strictly for your convenience; they have no binding or representative effect on either Party.

e.     No waiver under these Terms is effective unless it is in writing, identified as a waiver to these Terms, and signed by an authorized representative of the Party waiving its right(s).  The Parties agree that any failure by either Party to require the other’s strict adherence to any term or condition herein shall, in no manner, be construed as a waiver of any right(s) by that Party, nor shall such a failure be construed to remove or dilute the effect of any term, condition, or requirement stated in these Terms. These Terms may not be amended or modified unless specified in writing and bearing the consent of both Parties.

f.      Insofar as these Terms include any errors or ambiguities related to spelling, grammar, or syntax – or any other clear errors or ambiguities – these errors and ambiguities shall be construed to reflect the intent of the Parties.  This includes, without limitation: (a) any ambiguities, inconsistencies, misuses, or uncertainties around the usage of the word “and” vs. “or” vs. “and/or”; and (b) any ambiguities, inconsistencies, misuses, or uncertainties around the usage of the word “including” – which shall mean “including without limitation,” rather than as point of exclusion, unless otherwise noted; (c) any ambiguities, inconsistencies, misuses, or uncertainties around the usage of the word “Service” vs. “Services” vs. “Service(s)” - which shall not render any language inapplicable by virtue of the fact that it does or does not refer to more than one (1) Service.  The Parties agree that the Terms shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or burdening any of the Parties by virtue of the authorship of any term or condition herein appearing; the language used herein will be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction will be applied against any Party.

g.     All notices, requests, consents, claims, demands, waivers, and other communications from you to Sage in connection with these Terms (each, a “Notice”) shall be in writing and addressed to Sage at the address on this website.  All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or certified or registered mail (in each case, return receipt requested, postage prepaid).  

h.     These Terms benefit solely the Parties and their permitted assigns and nothing in these Terms, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

i.      These Terms, including without limitation the Privacy Policy, along with any further membership agreement and/or any other consent for Services to which you have consented, collectively, constitute the entire agreement between you and Sage with respect to our Services and supersede all prior and/or contemporaneous agreements between you and Sage, whether oral or written, arising out of and/or relating to our Services.  In the event of any conflict between a term and/or condition between you and Sage, on the one hand, and a third-party term and/or condition, on the other hand, Sage’s term and/or condition shall control.

j.      California residents are entitled to the following, specific consumer rights information:  The provider of the Services is:

29851 AventuraRancho Santa Margarita,
CA 92688

18. Digital Millennium Copyright Act (17 U.S.C. §512)

a.     If you believe that your copyrighted work appears in connection with our Services and/or is accessible through our Services in a way that constitutes copyright infringement, please notify Sage by providing us with the following information in writing to the address listed below: (1) the physical or electronic signature of either the copyright owner or of a person authorized to act on the owner’s behalf; (2) a description of the copyrighted work you claim has been infringed, and a description of the activity that you claim to be infringing; (3) identification of the URL or other specific location where the material or activity you claim to be infringing is located or is occurring; (4) your name, address, telephone number and, if you have one, your e-mail address; (5) a statement by you that you have a good faith belief that use in our Services of the copyrighted work in the manner you are complaining of is not authorized by the copyright owner, any agent of the copyright owner, or the law; and (6) a statement by you, made under penalty of perjury, that the information you have provided in your notice is accurate and that you are either the copyright owner or are authorized to act on behalf of the copyright owner.

b.     If you believe you are the subject of an improper infringement claim, please notify Sage by providing us with the following information in writing to the address listed below: (1) the physical or electronic signature of either the copyright owner or of a person authorized to act on the owner’s behalf; (2) a detailed description of the copyrighted work you claim has been subject to an improper infringement claim; (3) identification of the URL or other specific location from where the allegedly infringing material has been removed, modified, and/or deleted; (4) your name, address, telephone number and, if you have one, your e-mail address; (5) the following statement: “I hold a legitimate, good faith belief that the allegedly offending material, as herein described, has been subject to complaint, removed, or rendered inaccessible as the result of misidentification, misfeasance, malfeasance, and/or mistake. All of the factual information I have provided in connection with this document is true and correct. I consent to the jurisdiction of the District Court in the United States judicial district in which I live – or, to the extent I reside outside the United States, in the Southern District of Texas – and will accept service of process from the person or the agent of the person who sent the initial notice of infringement to Sage Healthcare, Inc. All attestations herein are given under penalty of perjury.”

Thanks for reading!  Again, please contact us if you have any questions, comments, concerns, or feedback. We appreciate your interest and wish you excellent health!

Privacy Policy

SAGE HEALTHCARE: PRIVACY POLICY(Effective: August 23, 2022)

We Value and Respect Your Privacy.  Sage acknowledges and appreciates that you’ve decided to share important data and information with us. We take the stewardship of your data and information very seriously.

To that end, Sage strives to maintain a Privacy Policy that is open, clear, and fair.  This Policy governs how Sage collects, stores, and uses your PII and Protected Health Information (as defined below), as well as other data and information arising out of and/or relating to you and/or your use of our Services – which include your use of the website www.sage.healthcare (the “Site”) and any other technologies, apps, features, and content we offer.  Please note that Sage may also provide you with “just-in-time” disclosures, supplemental terms and/or clarifications, further options, and additional information pertaining to our collection, storage, and usage of PII, Protected Health Information (as defined below), and other data and information.

Please review this Privacy Policy very carefully. Our Terms, linked here, incorporate this Privacy Policy by reference in its entirety. Capitalized terms set forth in the Terms, and their respective definitions, apply equally to this Privacy Policy.  By agreeing to our Terms, you accept all terms and conditions of this Privacy Policy, to the fullest extent permitted by applicable law. If you do not accept this Privacy Policy, in its entirety, you must stop using our Services, terminate your acceptance of our Terms, and cease all further use, effective immediately.

Please contact legal@sage.healthcare if anything in here does not make sense or seem right to you; we are always open to feedback around our privacy policies and practices.

1.    Protected Health Information

When you set up an Account with Sage, you are creating a direct customer relationship with us that enables you to access and/or utilize our Services. As part of that relationship, you provide information to Sage, including but not limited to, first and last name, email address, date of birth, mailing address and zip code, and certain transactional information that we do not consider to be Protected Health Information, as defined below.  

That said, there may be situations when you use certain components of Sage’s Services, and the health and/or medical information that we receive about you is protected under applicable laws. While Sage is not a health care provider, and is not a covered entity under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”), in some cases it may be a “business associate” to covered entities under HIPAA, and as such we may have certain federal, state and contractual restrictions on how we can use your health or medical information (collectively, your “Protected Health Information” or “PHI”).

With respect to any PHI that we receive from covered entities, Sage will comply with its obligations under HIPAA as a business associate.  Indeed, when Sage acts as a business associate of a covered entity that requires us to maintain the privacy and security of PHI that we create, receive or maintain on behalf of said covered entity, we may only use or disclose such PHI as permitted by law and specified by a Business Associate Agreement with the covered entity (a “BAA”) that restricts the way we can use and disclose PHI; such restrictions may, for example, limit the usage and disclosure of PHI to the provision of services to the covered entity, the management and administration of our Services and company, and the fulfillment of legal obligations. Notwithstanding anything herein to the contrary, you acknowledge and agree that:

·      To the extent authorized by a covered entity, Sage may de-identify and/or pseudonymize your PHI, in compliance with applicable law, so that it does not identify you personally. Sage may also create compilations and aggregated data sets that exclude PII and pool your PHI (including without limitation Lab Results) with that of other individuals and/or present your de-identified PHI alongside that of other individuals.

·      Sage reserves the right to use de-identified PHI,, pseudonymized PHI and/or compilations and aggregated data sets containing PHI without PII for its own analysis and/or publication and any other lawful purpose it deems fit, including without limitation for sale to market research firms, advertisers, healthcare systems and providers, medical practices governmental institutions, universities, and research firms, as well as for research and development pertinent to healthcare, wellness, medical technology, and related services, products, and offerings.

·      To de-identify any PHI, Sage will follow either the HIPAA expert determination method or the HIPAA safe harbor method.

Please note: While we will comply with HIPAA as to any PHI that we receive from a covered entity when Sage is acting as their business associate pursuant to a BAA, we are NOT required to comply with HIPAA  for any information that we receive from our customers like you directly, as it does not constitute PHI under applicable laws. We may therefore protect, use, and disclose  PII that you provide us as specified in this Privacy Policy.

2.    Information That Sage Collects and Stores

Sage may collect and store PII that identifies, relates to, describes, references, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with you as a particular consumer, or your household or device. Such PII does not include:
•          Publicly available information from government records;
•          De-identified or aggregated consumer information; or
•          PHI or medical information covered by the California Confidentiality of Medical Information Act.

We collect and store PII when you visit our Site, use our app, use our Services, create an Account with us, and submit PII to us. In particular, we have collected within the last twelve (12) months, and may continue to collect, the following categories of PII:
·      Information you provide to us. This includes identifiers such as your name, address, birth date, email address, phone number, and other similar information.

o   For example, when you use our Services, we may collect and store your name, location, email, language, IP address (the internet address of your computer), entry page, and who referred you. We may also automatically collect and store information sent by your mobile device or computer when you use our Services, such as device information, such as your hardware model, platform, IP address, unique device identifiers, and other information like your browser type, operating system, and your website and mobile app usage.

o   Additionally, when you sign up for an Account with Sage, we may collect and store your name, address, phone number, title, birth date, sex, and gender, as well as other information, such as your occupation, industry, and personal interests.

o   From time-to-time, we may also invite you to participate in surveys or promotional activities. When you participate in these sorts of activities, we may request, collect, and store such PII as your name, email address, phone number, and workplace, as well as information regarding what Services you are interested in receiving.  Depending on the nature of the activity, we use this information to follow-up with the participants, or, if applicable, to notify winners and award prizes.

o   Many of our Services may require you to remit Payment Information, which we collect, such as your bank account number, credit card number, debit card number, and other financial information.

·      Communications from you. When you use our Services (for example, when you make use of our Site), complete electronic forms, or contact us by online chat, email, phone, or text, we may automatically collect and store certain information about you and the activity in which you engaged, for example: your name, address, the nature of your communication, the purpose of the interaction, a record of any correspondence we have with you, and the action we took in response to your inquiry or request.

·      Information from our Affiliates and partners. We may also receive and store your PII from other Sage Affiliates, our business partners, service providers and other third parties in connection with one or more business purposes, including making our Services or their services available to you.
We may also obtain PII from the following categories of sources:

·      Cookies. Cookies are small files that a website uses to identify your computer, remember information about you, and track you as you browse.  Sage uses first-party and third-party cookies to ensure the proper working order of our digital technologies, remember your information, track your online interactions and experiences with Sage and across third-party digital properties, deliver personalized content, and generally facilitate and enhance your experience of our Services. Sage also reserves the right to use Flash cookies (AKA local shared objects or “LSOs”) – which are similar to browser cookies but capable of storing larger chunks of data and necessary to facilitate the functionality of Adobe Flash – to collect and store PII about you, your preferences, and your use and experience of our Services.  Our Services may use cookies and other technologies to collect and store information such as your name, language preference, mailing address, email address, phone number, login credentials, IP address, and Site settings and preferences.

·      Tracking and/or Analytics Services. To gauge the effectiveness of our Site, we may collect and store PII and other information about our Site users using tracking and/or analytics services. This information may include, among other things, data regarding your browsing history (before, during, and after visiting our Site), your activity on the Site and/or a mobile application, your browser cookies. For example, we may make use of web beacons (AKA pixel tags, clear GIFs).  Beacons are small objects that are embedded in an image on a website; they can transmit information directly to Sage, or to another person or entity of our designation. Sage may use one or more external providers to monitor and analyze our digital properties and online technologies, including without limitation the Site.  We currently use Google Analytics to monitor and report on our Site traffic.  You can review Google’s privacy policy at https://policies.google.com/privacy. Please note that Google offers a browser add-on that enables website visitors to prevent their data from being used by Google Analytics; you can learn more at  http://www.tools.google.com/dlpage/gaoptout

·      Third Party Credentials. If you use login credentials from a non-Sage service (e.g., Facebook, Google) to login or provide other data and/or information in connection with our Services, Sage reserves all rights to collect data and information from that service – but only to the extent you have granted permission to share such data and information, and only in compliance with such permission. This paragraph embraces, without limitation the collection of your social media account ID, contact/friend list, online profile, and profile picture and photos, as well as the collection of data information concerning your online groups, user history information, and application settings and preferences.

·      Other. Sage reserves all rights to collect any other PII or data you input, create, upload, export, share, generate and/or otherwise provide in connection with our Services.  You should expect, without limitation, that Sage will collect your PII and your User Content to the extent you input, create, upload, export, share, generate and/or otherwise provide it.  Please note that many phones and browsers enable you to restrict tracking technologies, deactivate location sharing, and limit your exposure to interest-based advertisements. Your browser may also offer you the option of refusing and/or removing some or all browser cookies.  For more information on cookies – and how to utilize your browser to block cookies, please visit:http://www.allaboutcookies.org
.  For more information on how to opt-out of cookies with participating ad networks, please visit:http://www.aboutads.info/choices Sage does not support “Do Not Track” requests.  To determine if any of providers or services honor “Do Not Track,” please carefully review their privacy policies.  You can find many technology options to help you set boundaries around the use of your PII for targeted ads purposes. For example, AppChoices(http://youradchoices.com/appchoices) enables you to opt-out of interest-based mobile advertisements, while the Digital Advertising Alliance (optout.aboutads.info) created a tool to opt-out of targeted ads on websites.  Platforms like Google (https://adssettings.google.com) and Facebook (https://www.facebook.com/about/ads)  also contain feature that help you opt-out of unwanted interest-based ads.  Browser and mobile settings can often be utilized to limit the transmission of Device ID information and/or third-party cookies in connection with interest-based advertisements.  

3.    Use of Information.

We Do Not Sell Your PII.  We are not in the business of selling your PII and have not sold any PII in the preceding twelve (12) months. We will only use the PII we collect for one or more of the following purposes:

·      To provide you with our Services. We may use your PII to fulfill or meet the reason you provided us with the PII. For example, we may use general location information to improve and personalize our Services to you, such as using your PII to respond to an inquiry from you or providing location-relevant information and Services to you.

·      For our operations and administrative purposes. We may use your PII for the purposes of furthering Sage’s business, including without limitation creating, operating, delivering, maintaining, and improving our content, products, and other Services. We may monitor how you and others use our Services including, without limitation, monitoring time spent using our Services, Site pages visited, and content viewed. We may use your PII to help maintain the safety, security, and integrity of our Products, Services, assets, operations, and business.  We may also use your PII in connection with testing, research, and analysis, including to develop and improve our Services. For example, Sage intends to keep track of how users connect with and use our digital offerings – it helps us learn, grow, and provide the best possible experience for our customers – and we may therefore use your PII to see what you view, when and for how long you view it, what you click and when you click it, which features you utilize and to what extent, which products or services interest or disinterest you, which products or services you decide to add to a cart, abandon, or purchase, and what you do before and after you use our Services.  Additionally, Sage may use your PII from communications it has with you (including, without limitation, any phone calls and/or voice messages, text/SMS messages, form submissions, survey responses, and emails from you) for the purposes of offering and improving customer service, assuring quality control, establishing evidence in a dispute, and/or enforcing our Terms.  We may further use your PII to contact you regarding purchase confirmations, matters concerning the security of your PII, and other important service announcements; for these types of “essential communications,” we do not offer the option opt-out.

·      For marketing communication purposes. We may use your PII to send you updates regarding existing products and services, information about new products and services, upcoming events, surveys, and other announcements and inquiries. If you do not wish to receive such communications via email can choose to opt-out. You may unsubscribe from our marketing and promotional emails at any time by clicking “Unsubscribe” at the bottom of the email.  You may email legal@sage.healthcare with the subject line “Interest Based Ads” if you want us to stop using information that we collect about you to deliver targeted advertisements, or if you want to stop receiving marketing and promotional emails altogether.  You acknowledge and agree that any request to limit or stop marketing and promotional communications may require a reasonable length of time to process before taking effect; you furthermore acknowledge and agree that you may continue to receive marketing and promotional emails from Sage while a request is processing.  Please note that Sage may send you marketing and advertising messages on behalf a third party (including subject to a paid arrangement); provided, under such a circumstance, Sage will not disclose your PII to said third party advertiser or marketer.

·      To comply with a legal or regulatory requirement or to protect ourselves. Our Services are subject to certain laws and regulations which may require us to process your PII. For example, we may process your PII to comply with applicable laws or regulations, or as necessary to manage risk as required under applicable law.

·      To aggregate and/or de-identify your Lab Results and PII. Sage may de-identify and/or pseudonymize any information and data provided and/or generated in connection with your use of our Services (including without limitation your Lab Results and other PII), in compliance with applicable law. Sage may also create compilations and aggregated data sets that exclude PII and pool your other data and information (including without limitation Lab Results) with that of other members and/or present your de-identified data and information alongside that of other members. In accordance with applicable law, Sage reserves the right to use such de-identified, pseudonymized information and/or compilations and aggregated data for its own analysis and/or publication and any other lawful purpose it deems fit.

·      Other purposes, including but not limited to:

o   For conducting research, studying and inferring factual information about you and other members of the Sage community;

o   As described to you when collecting your PII; or

o   As otherwise permitted under applicable law.

4.    Sharing Information.

We may disclose your PII to a third party in the following situations:

·      As Your Agent to Third-Party Providers. In order to act as your agent and thereby help facilitate your receipt of diagnostic testing, results reporting, and/or medical care from a third-party provider, Sage will need to share and disclose your PII to such third parties. These third parties are only permitted to share, store and/or use PII for contracted business purposes.

·      With our Affiliates, business partners, and service providers. We may share PII with Sage Affiliates, our business partners, service providers and other third parties to enable them to perform functions on our behalf. These third parties are only permitted to share, store and/or use PII for contracted business purposes.  For example, we may share your PII with email and marketing outreach services, in order to provide you with personalized experiences, targeted offerings, and relevant opportunities. As another example, Sage may share your PII with third-party payment vendors in order to process Payment Methods in connection with the purchase of Services and/or third-party services facilitated by Sage. (Please Note: excepting details of your transaction (e.g., time of transaction, amount) and the name on the card, our third-party payment vendors typically do not collect or store Payment Information.)

·      Subject to de-identification or aggregation. Sage reserves the right to sell, share, and/or otherwise disclose de-identified, pseudonymized information and/or compilations and aggregated data not bearing PII for any lawful purpose it deems fit, including, without limitation: (a) for publication, (b) for sale to market research firms, advertisers, healthcare systems and providers, medical practices governmental institutions, universities, and research firms, and (c) for research and development pertinent to healthcare, wellness, medical technology, and related services, products, and offerings.

·      In the event of a merger, sale, or other asset transfer. Notwithstanding anything herein to the contrary, we may disclose or transfer your PII to assist with the evaluation of, or in connection with, a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which PII held by us about you may be among the assets transferred.

·      To comply with a legal or regulatory requirement, and to protect, defend, and enforce rights, property, and operations. We may also share your PII when we believe that such action is necessary to:

o   Fulfill an enforceable government request; o   Conform with the requirements of the law or legal process;

o   Protect, defend, and/or enforce our legal rights, operations, and/or property (including without limitation as they relate to our Services and Products, such as our Site), as well as the rights, operations, and/or property of our Affiliates, business partners, service providers and other third parties;

o   Protect, defend, and/or enforce your legal rights and/or the legal rights of our Members, other persons using our Services, and/or any other third-party; and/or

o   Protect your health and safety and/or the health and safety of our Members, other persons using our Services, and/or the general public.

·      Other purposes.

o   As otherwise permitted under applicable law; or

o   As you request to persons and/or entities of your designation who are relevant to your care. For example, you may wish to share your Lab Results with your general practitioner, your specialist, and/or your provider’s health system. To the extent Sage helps facilitate such a request, you agree that Sage has no liability, responsibility, or obligation with respect to such third-party policies and practices relating to your PII and/or other data and information.

5.    Storage, Retention & Continued Use of Your Information.

Sage retains your PII for as long as necessary to provide you with the Services, as required by law, or to ensure that we can perform legitimate business functions, such as accounting for tax obligations or audits for security purposes, as well as monitoring and understanding our users and their interactions with our technologies. To the fullest extent permitted by applicable law, Sage reserves all rights to delete, modify, remove, and/or destroy any data and/or information we collect – at any time, for any reason or none, without notice or cause; we maintain no obligation to preserve your data or information, including without limitation PII.

6.    Third Parties.

Our Services may contain links to other sites, applications, and media properties that are owned and/or operated by third parties. You may also see our logo on external websites where we have partnered with third parties to offer you additional information and services. We are not liable or responsible for the content, privacy policies and practices, security policies and practices, or actions or omissions of those any third-party with respect to your PII. Therefore, we strongly encourage you to look for and carefully review the privacy policy and terms of service (or equivalent terms) for each website, application, and media property that you visit via a link from our Services.; your decision to consent to such is strictly between you and said third party.  You acknowledge and agree that neither Sage nor any of our Affiliates is responsible for the acts and/or omissions of any third-party with respect to the collection, storage, and/or usage your PIITo the maximum extent legally permitted, you agree to release and hold Sage and our Affiliates, harmless in connection with any losses, liabilities, claims, controversies, lawsuits, disputes, or matters arising out of and/or relating to the unwanted access, collection, storage, and/or usage of your PII, regardless of prior notice or warning.  Furthermore, to the maximum extent legally permitted, you agree to defend and indemnify Sage and our Affiliates and hold Sage and our Affiliates harmless in connection with any third-party claims, controversies, lawsuits, liabilities, decisions, damages, awards, amounts, costs, fees, and/or penalties arising out of and/or relating to your actions and/or omissions in connection with your PII arising out, relating to, transmitted and/or communicated in connection with, and/or otherwise concerning our Services.  To the fullest extent allowed by law, you agree that the terms specified in this paragraph apply regardless of whether the matter at issue originated from Sage’s sole negligence, and regardless of prior notice or warning; however, this paragraph shall not apply to matters directly resulting from any recklessness and willful misconduct of Sage.

7.    Data Security.

Sage uses certain safeguards to reasonably protect the security and integrity of your PII.  In order to enhance the protection of your PII, Sage will collect PII via a secure processing server (SSL-protected, with a valid SSL-certificate or other commercially reasonable encryption technology) and/or a third-party payment provider with appropriate security and confidentiality procedures.  If you transact with us via direct payment gateway, your Payment Information will be encrypted through Payment Card Industry Data Security Standard (PCI-DSS).

However, even with these commercially-reasonable efforts, no data transmission over the internet, mobile networks, wireless transmission or electronic storage of information is completely secure. We cannot ensure the security of any PII you transmit to us, and you use our Services and provide us with your PII, inclusive of your Payment Information, at your own risk. Sage and its Affiliates are not responsible for circumvention of any privacy settings or security measures contained on the Site or any of our other properties.

If you have not already done so, please carefully review all disclaimers, limitations, and indemnification obligations set forth in our Terms these terms apply with equal force and effect to this Privacy Policy, to the maximum extent permitted by applicable law.

8.    Changes to Our Privacy Policy.

Sage reserves the right – in our sole discretion, at any time, for any reason – to make changes to this Privacy Policy and the manner in which we collect, store, and use your data and information.  Sage promises to make a reasonable effort to notify you of any changes to this Privacy Policy, including without limitation by banner notification, pop-up, email, and/or text/SMS message, insofar as you furnish such information and maintain it as current and accurate.  You acknowledge and agree that your continued use of our Services constitutes your full acceptance of any changes to this Privacy Policy.

9.    Children.

Sage and its Services are not intended for children under the age of eighteen (18) years and we do not knowingly collect information from such persons. By using our Services, you represent that you are at least eighteen (18) years of age. You represent that you are of sound mind to understand and accept our Terms, including without limitation this Privacy Policy.  If you think a minor has accessed our Services or otherwise provided data or information, you agree that you will inform us immediately at legal@sage.healthcare, with the subject line “Minor Access”.

10.  California Residents.

This section supplements the information contained in this Privacy Policy and is intended to comply with applicable California law, including but not limited to Civil Code §§ 1798.100 to 1798.199, as amended, and any related regulations or guidance provided by the California Attorney General. This section applies solely to all visitors, users, and others who reside in the State of California. To exercise any of these rights, please follow the instructions listed in this section.

Right to Know. You have the right to know and see what PII we have collected about you over the past 12 months, including:

·      The categories of PII we collected about you;

·      The categories of sources for the PII we collected about you;

·      Our business or commercial purpose for collecting that PII;·      The categories of third parties with whom we share that PII;

·      The specific pieces of PII we collected about you; or·      If we disclosed your PII for a business purpose, a list of the disclosures made for a business purpose, identifying the PII categories that each category of recipient obtained.

We do not provide a right to know or data portability disclosure for business to business (“B2B”) PII.

Right to Delete. You have the right to request that we delete any of your PII that we collected from you and retained, subject to certain exceptions. Once we receive and verify you and your request, we will delete (and direct our service providers to delete) your PII from our records, unless an exception applies. We may deny your deletion request if retaining the PII is necessary for us or our service provider(s) to:

·      Complete your transaction;

·      Provide you with the Services;

·      Perform a contract between us and you;

·      Detect security incidents, protect against malicious, deceptive, fraudulent or illegal activity, and prosecute those responsible for such activities;

·      Fix our system in the case of a bug;

·      Protect the free speech rights, including the free speech rights of you or other users, or exercise another right provided by law;

·      Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et seq.);

·      Engage in public or peer-reviewed scientific, historical, or statistical research in the public interests that adheres to all other applicable ethics and privacy laws;

·      Comply with a legal obligation; or

·      Make other internal and lawful uses of the PII that are compatible with the context in which you provided it.

We will delete or de-identify PII not subject to one of these exceptions from our records and will direct our service providers to take similar action. However, we do not provide these deletion rights for B2B PII.

Other Rights. Under California’s “Shine the Light” law, users of our Services that are California residents may request certain information regarding our disclosure of their PII to third parties for their direct marketing purposes for the immediately preceding calendar year. To do so, you may email legal@sage.healthcare, with the subject line “California Privacy Request.” We will provide in response the requested information to you at your e-mail address. Please be aware that not all information sharing is covered by the “Shine the Light” requirements and only required information will be included in our response.

Exercising these Rights. To exercise any of the rights described above, please submit a verifiable consumer request to us by either:
·      Calling us at (737) 259-6190
·      Emailing us at legal@sage.healthcare    
·      Visiting the contact page at our Site at https://www.sage.healthcare/contact.

Only you, or someone legally authorized to act on your behalf, may make a verifiable consumer request related to your PII. In order to verify your identity, we will ask you for certain information. We cannot respond to your request or provide you with PII if we cannot verify your identity or authority to make the request and confirm the PII relates to you. Any new PII collected for the purposes of verification will be deleted as soon as practical after processing your request, subject to legal retention requirements.

Making a verifiable consumer request does not require you to create an Account with us. However, we do consider requests made through your password-protected account sufficiently verified when the request relates to PII associated with that specific account. We will only use PII provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request.

We are not obligated to respond to a “right to know” request from you more than twice within a twelve- (12) month period.

Response Time and Format.  We will confirm receipt of your request within ten (10) business days. If you do not receive confirmation within the 10-day timeframe, please contact legal@sage.healthcare
.  We endeavor to respond to a verifiable consumer request within forty-five (45) days of its receipt. If we require more time, we will inform you of the reason and extension period in writing. If you have an Account with us, we will deliver our written response to that Account. If you do not have an Account with us, we will deliver our written response by mail or electronically, at your option.

Any disclosures we provide will only cover the 12-month period preceding the verifiable consumer request’s receipt. The response we provide will also explain the reasons we cannot comply with a request, if applicable. For “right to know” requests, we will select a format to provide your PII that is readily useable and should allow you to transmit the PII from one entity to another entity without hindrance, specifically through a .csv file or similarly formatted file.

We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.

Non-Discrimination. We will not discriminate against you for exercising any of your CCPA rights. For example, as a result of you exercising your CCPA rights, we will not:

·      Deny you Services;

·      Charge you different prices or rates for Services, including through granting discounts or other benefits, or imposing penalties;

·      Provide you a different level or quality of Services; or

·      Suggest that you may receive a different price or rate for Services or a different level or quality of Services.

However, we may offer you certain financial incentives as permitted by applicable law that can result in different prices, rates, or quality levels. Any financial incentive we offer will reasonably relate to the value of your PII and contain written terms that describe the program’s material aspects. Participation in a financial incentive program requires your prior opt-in consent, which you may revoke at any time.

11.  More Information.

Thank you for taking the time to learn more about your privacy right in connection with our Services!  We encourage you reach out if you have any further questions or feedback.  Because e-mail communications are not always secure, please do not include any sensitive information in your e-mail to us.