Opionato TERMS OF SERVICE

Last Updated: April 23, 2019

THIS IS A LEGALLY BINDING AGREEMENT THAT AFFECTS YOUR RIGHTS. PLEASE READ IT CAREFULLY. BY USING OUR SITE, YOU ARE CONFIRMING YOUR AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS DESCRIBED HEREIN, YOU MUST LEAVE OUR SITE IMMEDIATELY.

This website located at opionato.com (the “Site”) and the service (the "Service") available through it is owned by Opionato, Inc.; DBA as Opionato (“Opionato,” “Us” or “We”). These Terms of Service (“Terms”) constitute a legal agreement between you and Opionato and governs how you may use our Site and Opionato Services defined in Section 1. When you utilize our Service, you are confirming your understanding of and agreement with these Terms. If you do not agree with any of these Terms, please leave the Site immediately. Any rights not expressly granted herein are reserved by Opionato.

NOTICE: OPIONATO IS NOT A HEALTH CARE SERVICE PROVIDER OR A TELEMEDICINE SERVICE. OPIONATO DOES NOT PROVIDE MEDICAL DIAGNOSIS, TREATMENT, OR PRESCRIPTION OF ANY KIND. OPIONATO OFFERS ONLINE ACCESS TO FERTILITY NAVIGATION, EDUCATION, AND EMPOWERMENT. ANY INFORMATION PROVIDED BY OPIONATO, ITS WEBSITE, SERVICE, AND IN CONNECTION WITH ANY COMMUNICATION SUPPORTED BY OPIONATO IS INTENDED TO BE FOR GENERAL INFORMATION PURPOSES ONLY AND IS IN NO WAY INTENDED TO CREATE PHYSICIAN-PATIENT RELATIONSHIP AS DEFINED BY STATE AND FEDERAL LAW.

1. Service Description. There are two different level of services currently available through the site:

a) Fertility Assessment Test: A set of questions that relate to your health, family history, and your lifestyle are answered by you. It will then be followed by an email sent to your inbox that will contain your own fertility profile, your fertility areas for improvement, and some useful personalized tips for you that relate to your own fertility and path to conception.

b) Fertility Expert Call: You will receive a phone call from our fertility expert. During the call, you will be able to ask any questions that relate to your fertility and you will obtain answers that relate to your fertility potential, fertility options, and recommended actionable next steps. You will also receive clarity, context, and comprehensive overview about your fertility and what to do next.

1. Health Disclaimer. Opionato is designed to help support health related choices you make. This choices are yours and may require the advice through in-person visit to a health care provider office. Our Site and our Service are not intended to be a substitute for in-person and in-office medical advice, diagnosis, treatment, or recommendation regarding medication. We do not warrant the accuracy, completeness, or usefulness of information given through our Service. Any reliance you place on such information is strictly at your own risk. OPIONATO DISCLAIMS ANY AND ALL LIABILITY FOR ANY INJURIES YOU MAY SUSTAIN ARISING FROM YOUR RELIANCE UPON THE INFORMATION PROVIDED TO YOU WHILE USING THE SERVICE.

2. Age Requirement: To use Opionato, you must be at least 18 years of age. If you are under 18, you are not authorized to use the Service and must leave the Site immediately. If you are the parent of a child under the age of 18 who is using the Site, please contact us immediately so that we may terminate her or his account.

3. Privacy Policy: For all questions about how we use data we obtain through your use of the Site and Service, please review our Privacy Policy. By using the Site and Service, you agree to also be bound to our Privacy Policy.

4. Payment Policies. Payment for the Service is to be made in advance using a credit card or such other online payment method as Opionato may introduce. We reserve the right to refrain from providing Service until your payment has cleared. In the event you are dissatisfied with the Service you have received, we encourage to please contact us immediately to discuss your issue.

5. General Prohibitions. You may not do any of the following:

(a) Copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code of the Site;

(b) Remove or obscure the copyright notice or other notices displayed in connection with the content accessible through the Site;

(c) Interfere with or disrupt the Site, or servers and networks connected to the website, or circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any content;

(d) Modify the Site in any manner or form, or use modified versions thereof;

(e) Use any robot, spider, scraper, or other automated means to access the Service for any purpose;

(f) Knowingly disseminate or transmit any worms, viruses or other harmful, disruptive or destructive files, code, programs or other similar technologies, or otherwise utilize the Service in any manner that violates any statute, rule, or regulation.

6. Link Policy: This Site may include outbound links to other websites that are not owned or operated by Opionato, and are subject to different terms and conditions. If you follow outbound links, you will be legally bound by the terms and conditions of those websites to which they lead. Any outbound links are provided solely for your reference, and are not to be viewed as an authorization, endorsement, sponsorship, or affiliation by, of, or with such website.

7. No Warranty. The Service is provided on an "as is" and "as available" basis. Use of the Service is at your own risk, and OPIONATO OFFERS NO WARRANTY, EXPRESS OR IMPLIED THAT: (A) THE SERVICE IS SUITABLE FOR YOUR USE; (B) YOU WILL OBTAIN ANY PARTICULAR RESULT BY USING THE SERVICE; AND (C) ANY INFORMATION OR GUIDANCE YOU RECEIVE VIA THE SERVICE IS APPROPRIATE OR EFFECTIVE. OPIONATO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTIES THAT MAY BE APPLICABLE.

8. Limitation of Liability & Release. To the fullest extent permitted by law: (i) in no event shall Opionato or its officers, directors, employees, contractors, or affiliates, be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for personal injury, death, loss of livelihood, loss of enjoyment, pain and suffering, emotional distress, loss of profits, loss of future earnings, goodwill, use, and/or any other damages or other intangible losses resulting from your use of the Service, including without limitation to losses incurred due to any reliance upon the information or guidance you receive from participating experts; (b) software glitches, server failures, power outages, or any other issue beyond our control; (c) any delays in or failure of the Service to operate as described; (d) any unauthorized disclosure of account data that may occur through the actions of any third party, such as hackers; (e) damages or losses of any kind resulting from actions you take in reliance upon any information obtained via the Service; and (g) any other damages or losses you may incur in connection with your use of the Site or Service. IN NO EVENT WILL OPIONATO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED AMOUNTS PAID BY YOU TO OPIONATO.

Opionato is not responsible for examining or evaluating the business practices, actions, omissions, or services of participating experts. IN THE EVENT OF A DISPUTE BETWEEN YOU AND A PARTICIPATING EXPERT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE OPIONATO, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LEGAL REPRESENTATIVES FROM AND AGAINST CLAIMS AND DAMAGES OF ANY KIND, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.

If you are a California resident, by using the Site, you explicitly waive the rights granted to you under California Civil Code 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor." If you are a New Jersey resident, certain sections of these Terms may not apply to you pursuant to the New Jersey Truth in Consumer Contract, Warranty, and Notice Act. Additional states may not allow this exclusion or limitation of liability, so the above limitation or exclusion may not apply to you.

9. Indemnification. BY USING THE SITE, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS OPIONATO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE OR CONTENT PROVIDERS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, ARISING OR RESULTING FROM YOUR USE OF THE SERVICE AND ANY VIOLATION OF THESE TERMS OF USE. IF YOU CAUSE A TECHNICAL DISRUPTION OF THE SITE OR THE SYSTEMS TRANSMITTING THE SITE TO YOU OR OTHERS, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, ARISING OR RESULTING FROM THAT DISRUPTION.

10. Copyright: All information and content ("materials") on the Site and any intellectual property rights embodied therein are the property of Opionato or its information providers. Unless otherwise stated herein, none of the materials on the Site may be copied, reproduced, modified, distributed, sold, broadcast, stored or otherwise used without the express permission of Opionato. You may display and print materials available on the Site solely for your personal, non-commercial use, provided that you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. Unauthorized use of materials contained on the Site is expressly prohibited by law and may result in severe civil and criminal penalties. The materials specified above do not include the design and layout of the Site. Elements of this Site may be protected by trade dress and other laws and may not be copied or imitated, in whole or in part. No logo, graphic, sound or image from the Site may be copied or retransmitted unless expressly permitted by Opionato.

11. Arbitration Agreement and Class Action Waiver. You agree to arbitrate all disputes and claims that arise out of or relate to your use of the Service. Therefore, you agree that, by using the Service, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION BASED ON OR INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS, OR PERSONS SIMILARLY SITUATED. This agreement to arbitrate includes, without limitation, claims arising out of or relating to the Service or your use thereof, regardless of when they may arise. Any arbitration proceeding brought under this section shall be conducted by an arbitration service provider chosen by Opionato applying California law. The arbitration may be conducted telephonically, with the costs to be split evenly between the parties.

12. Limitation of Actions. Any claim or cause of action arising out of your use of the Site or Service must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by Opionato to enforce or exercise any provision of these Terms or any related right shall not constitute a waiver of that right or provision.

13. Modification and Notice of Changes. Opionato reserves the right to modify the information contained on the Site or these Terms at any time without notice. You are responsible for reviewing these Terms on the Site. Accessing the Site after any changes to these Terms have been posted thereon will constitute your acceptance of all such changes. You have the right to accept or reject any changes in these Terms. If you reject any changes in these Terms, please discontinue use of the Site immediately. Unless specifically stated otherwise, any new features, products or services added to the Site shall be subject to these Terms. Some new products or features may require your acceptance of new or additional terms before use.

14. Entire Agreement and Severability. This Terms of Service and any document incorporated by reference herein constitute the entire agreement between you and Opionato and govern your use of the Service, superseding any prior agreements between us. If any provision of these Terms of Service is found by a court or other binding authority to be invalid, the remaining provisions shall continue in full force and effect.

15. Notice for California Users. Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

If you have any questions or concerns regarding these Terms of Service, please contact us at:

OPIONATO, INC.

912 Cole Street/ #360

San Francisco, CA 94117

T[email protected]