Website Terms of Use

These Terms of Use (these "Terms") constitute a binding legal agreement between You ("User", "Patient", or "You") and Withings Medical Group PA, a Delaware professional corporation providing patient care services ("Withings Medical Group", "We", or "Us").

Article 1: GENERAL CONDITIONS & APPLICABILITY

1.1. Scope and Purpose. The website, connected clinical features, and related patient portals (collectively, the "Services") is made available to You by Withings Medical Group. Withings MSO LLC, our administrative partner, manages the underlying data infrastructure, security architecture, and software components, including Withings Intelligence, under a services agreement with Withings Medical Group. The Services are made available to You to facilitate administrative onboarding, patient communication, and clinical review of your health measurements by Withings Medical Group. By accessing, browsing, or using the Services, you acknowledge that you have read, understood, and unreservedly agree to be bound by these Terms. If you do not agree to these Terms, you must immediately cease all use of the Services.

1.2. Eligibility and Account Security. The Services is accessible to adults with full legal capacity. Individuals under the age of 18 may not establish an account or utilize patient portals. If you establish an authenticated user account, your credentials are strictly personal and confidential. You are entirely responsible for maintaining the strength and confidentiality of your password and for all activities occurring under your account.

1.3. Incorporation of Privacy Policy and Related Notices. Our Privacy Policy describes how Withings Medical Group collects, uses, and discloses information in connection with the Services. The Privacy Policy, together with our Cookie and Tracking Policy, is incorporated into and made a part of these Terms by this reference, and by accessing or using the Services you agree to them. To the extent any information constitutes protected health information under HIPAA, our Notice of Privacy Practices governs that information as described therein. In the event of a conflict between these Terms and the Privacy Policy or the Notice of Privacy Practices with respect to the handling of your information, the Privacy Policy or the Notice of Privacy Practices, as applicable, controls.

Article 2: MEDICAL DISCLAIMERS & DATA PROTECTION

2.1. No Practice of Medicine via General Website Content. The website available at withings.com/medical is intended to provide general health tracking data and educational resources. The general content, analytical charts, or automated summaries available through the website do not constitute an attempt to practice medicine or provide specific medical advice, nor does the general use of this website establish a doctor-patient relationship.

2.2. Limitations on Tracking Data & Artificial Intelligence. Any analysis, automated insights, or features driven by artificial intelligence algorithms (such as Withings Intelligence or automated metrics) are provided for informational and educational purposes only.

• Automated data may be subject to processing delays, machine errors, or algorithmic limitations, and lacks human empathy, cultural nuance, or holistic clinical reasoning.
• You must exercise strict judgment and caution. Provided automated tools are a decision-making aid, not a definitive medical diagnosis, comprehensive medical advice, or a substitute for clinical consultation.
• Urgent Medical Issues: The Services and its tracking features are not designed to monitor acute, life-threatening, or urgent medical conditions. If you believe you are experiencing a medical emergency, you must contact a qualified healthcare professional or emergency services (such as 911) immediately. Never delay or neglect seeking professional medical advice because of information contained on these Services.

2.3. Data Protection and Security. We maintain industry-standard physical, technical, and administrative safeguards intended to protect the security and integrity of patient platforms. However, because no electronic transmission is completely immune to failure, We cannot guarantee that the Services will remain permanently uninterrupted, secure, or entirely error-free. It is your responsibility to maintain secure devices and regular personal backups.

2.4. Third-Party Links. The Services may contain hypertext links to external third-party websites or services that are not published or controlled by Withings Medical Group. We do not endorse, verify, or assume any liability for the availability, privacy practices, or accuracy of the content on these third-party platforms.

Article 3: RULES OF CONDUCT & INDEMNIFICATION

3.1. Lawful and Respectful Use. While utilizing the Services, you are required to comply with all applicable local, state, and federal laws, rules, and regulations. Furthermore, you expressly agree not to:

• Harass, stalk, threaten, defame, or otherwise violate the legal rights or privacy of others.
• Impersonate any person or entity, or falsely state or misrepresent your affiliation.
• Disrupt, interfere with, or distort the proper technological operation of the Services, its servers, or its application programming interfaces (APIs).
• Engage in data scraping, data harvesting, web crawling, or any automated methods to extract text, metrics, or personal information from the platform.
• Test the vulnerability or breach the authentication and security measures implemented by Us.

3.2. Indemnity. You agree to defend, indemnify, and hold harmless Withings Medical Group, its affiliates, including Withings MSO LLC, and their respective directors, officers, medical professionals, employees, agents, and representatives from and against any and all claims, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your misuse of the Services.

3.3. Termination of Access. We reserve the right, in our sole discretion and without prior notice or warning, to suspend, deactivate, or completely terminate your access to the Services if you commit a serious breach of these Terms, fail to comply with rules of conduct, or if required to do so by a judicial or regulatory order.

Article 4: INTELLECTUAL PROPERTY & LICENSE

4.1. Ownership of Components. The Services, along with all of its constituent elements, including text, interfaces, software, graphics, source code, medical tracking visuals, trademarks, and logos (collectively, the "Components"), are owned by Withings Medical Group or its licensors, including Withings MSO LLC, as applicable. The Components are protected under U.S. and international copyright, trademark, patent, and proprietary rights laws.

4.2. Limited User License. Subject to your strict compliance with these Terms, We grant you a personal, non-exclusive, non-assignable, non-transferable, and revocable license to access and use the Services solely for your personal, non-commercial purposes.

• This license grants you no ownership rights.
• You are strictly prohibited from modifying, reverse engineering, disassembling, decompiling, reselling, republishing, or creating derivative works of any software or content on the platform without our express prior written authorization.

Article 5: DISCLAIMER & LIMITATION OF LIABILITY

5.1. Disclaimer of Warranties. THE SERVICES AND ALL OF ITS TEXT, IMAGES, METRICS, AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WITHINGS MEDICAL GROUP DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

5.2. Limitation of Liability. WE RECOGNIZE THAT CERTAIN CONSUMER PROTECTION LAWS PROHIBIT THE WAIVER OR EXCLUSION OF SPECIFIC RIGHTS AND REMEDIES. EXCEPT WITH RESPECT TO THESE MANDATORY LAWS, YOU EXPRESSLY WAIVE THE RIGHT TO CLAIM ANY NOMINAL, LIQUIDATED, STATUTORY, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AS WELL AS RECOVERY OF ATTORNEY'S FEES AND COSTS, UNDER ANY CAUSE OF ACTION. WITHINGS MEDICAL GROUP'S TOTAL LIABILITY FOR ANY ACTUAL OUT-OF-POCKET LOSSES IS STRICTLY LIMITED TO THE EXTENT PERMITTED BY LAW.

Article 6: MANDATORY DISPUTE RESOLUTION & ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

6.1. Mandatory Individual Arbitration. Any dispute, claim, or controversy arising out of or relating to your use of the Services, the content, or these Terms (each, a "Dispute") shall be resolved exclusively through binding, individual (non-class) arbitration. The parties agree to be bound by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

6.2. Choice of Arbitrator and Rules. The arbitration shall be administered exclusively by the American Arbitration Association (the “AAA”) and conducted before a single neutral arbitrator under its Consumer Arbitration Rules, seated in Boston, Massachusetts. If the AAA is unable or unwilling to conduct the arbitration consistent with these terms, the parties shall mutually select another alternative dispute resolution forum.

6.3. Scope of Arbitration. The arbitrator will have exclusive authority to determine all issues surrounding the Dispute, including questions of arbitrability, scope, interpretation, or the enforceability of these Terms. The arbitrator will not have the power to hear any Dispute as a class action, mass action, or representative action, and may not issue relief to anyone but the individual party seeking remedy.

6.4. Small Claims Court Exception. Disputes that fall within the legal bounds and can be fully, conclusively resolved in a localized small claims court need not be submitted to mandatory arbitration.

6.5. Choice of Venue and Law. The laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles, govern all matters arising under or relating to these Terms and your use of the Services, including torts. You agree that the state and federal Courts located in Suffolk County, Massachusetts have exclusive jurisdiction over all matters arising out of or relating to these Terms or your use of the Services. You irrevocably submit to the exclusive jurisdiction of such courts and waive any such objection based on improper venue, lack of personal jurisdiction, or forum non conveniens.

6.6. Class Action and Jury Waiver. YOU AND WITHINGS MEDICAL GROUP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY. UNDER NO CIRCUMSTANCES WILL YOU FILE, SEEK, COORDINATE, OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, MASS ACTION, COLLECTIVE ARBITRATION, OR REPRESENTATIVE ACTION. BOTH PARTIES COMPLETELY WAIVE THE RIGHT TO A TRIAL BY JURY.

6.7. Injunctive Relief Split. The arbitrator will not have the power to issue a permanent injunction. If either party seeks injunctive relief, the arbitrator must first complete the individual arbitration, determine liability, and issue any monetary compensation. Thereafter, the party seeking an injunction may file a separate, narrow action in a state or federal court in Boston, Massachusetts, solely for injunctive relief. The findings of fact or conclusions of law determined by the arbitrator will not constitute binding precedent in that subsequent judicial suit.

Article 7: MISCELLANEOUS & COMPLIANCE

7.1. Amendments and Changes. We reserve the right to modify or discontinue the Services, or amend these Terms, at any time to adapt to technical, legal, or administrative developments. We will provide reasonable notice of material updates by posting a revised version on the first page of the Services or alerting users via registered emails. Your continued use of the Services after notification of changes constitutes your full acceptance of the updated Terms.

7.2. Claims of Copyright Infringement (DMCA Notice). We respect the intellectual property of others. If you believe that any material available on our Services infringes upon a copyright you own or control, you may submit a notification pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated agent:

Withings Medical Group
Attn: Legal Department
Email: Legal@withings.com

7.3. Force Majeure. Withings Medical Group is not liable or responsible for any failure, delay, or interruption of its obligations under these Terms resulting from events beyond its reasonable control, including, without limitation, fires, floods, earthquakes, epidemics, storms, server or industrial computer network failures, labor strikes, utilities or energy supply failures, or acts and omissions of local or governmental authorities.

7.4. Severability and No Waiver. If any provision of these Terms is found by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, that specific provision is deemed unwritten, and the remaining provisions continue in full force and effect. Our failure to enforce or require strict performance of any obligation at any given time does not constitute a waiver of our right to enforce that provision in the future.

7.5. Notices. Notices to Withings Medical Group under these Terms should be sent to: Withings Medical Group, PA, 225 Franklin Street, Suite 1250, Boston, MA 02110, Attn: Office of Legal Counsel, or by email to Legal@withings.com.