ProperForm Client Terms of Use

Please read these Terms of Use carefully before using the services offered by ProperForm (the "Services"). By creating an account or using the ProperForm, you agree to these Terms of Use ("Terms"). If you do not agree, do not use the Services.

1. About ProperForm and These Terms

ProperForm, Inc. ("ProperForm," "we," "us," or "our") provides Services that allow providers or professional services ("Providers") to create, assign, and deliver plans and programs to you. These Terms govern your access to and use of the Services as a client of a Provider. ProperForm provides technology services only. ProperForm is not a licensed healthcare provider and does not provide medical advice, diagnosis, treatment, or clinical services of any kind. Your healthcare and other professional services are provided solely by your Provider, not by ProperForm.

2. Eligibility

To use the Services, you must be at least 13 years old. ProperForm does not knowingly permit children under the age of 13 to create accounts or use the Services. If you are between the ages of 13 and 17, your Provider is responsible for ensuring that any required parental or guardian consents have been obtained before you use the Services, in accordance with applicable law including the Children's Online Privacy Protection Act ("COPPA"). By using the Services, you represent that you are at least 13 years old and, if you are between 13 and 17, that your Provider has obtained all required consents on your behalf.

3. Account Creation and Access

Access to the Services is by invitation only. You may only create an account after your Provider has established your access through the Services. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You may not share your account or credentials with any other person. If you believe your account has been accessed without your authorization, notify your Provider and contact ProperForm at support@properform.fit promptly.

4. What the Services Do

The Services allow you to: (a) access and view plans, programs, instructions, exercises, and related materials and content that your Provider assigns to you ("Provider Content"); (b) track and log your own progress, completions, and other self-reported information; and/or (c) participate in other features or functionality made available through the Services.

All Provider Content is created and assigned by your Provider, not by ProperForm. ProperForm makes Provider Content available to you on behalf of your Provider but is not responsible for the clinical accuracy, appropriateness, or completeness of Provider Content. All questions about Provider Content or your clinical care should be directed to your Provider.

5. No Medical Advice

5.1. Medical Disclaimer.

THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. NOTHING IN THE SERVICES CONSTITUTES MEDICAL ADVICE, AND YOU SHOULD NOT RELY ON THE SERVICES FOR CLINICAL GUIDANCE. ALWAYS FOLLOW THE INSTRUCTIONS OF YOUR PROVIDER AND OTHER QUALIFIED HEALTHCARE PROFESSIONALS REGARDING YOUR CARE.

5.2. Emergencies.

If you experience pain, a medical emergency, or any other concerning symptom while performing exercises assigned through the Services, stop immediately and contact your Provider or, in an emergency, call 911 or seek immediate medical attention.

6. Your Responsibilities

You agree that you will not:

(a) use the Services for any purpose other than your own personal use as directed by your Provider;

(b) share, copy, distribute, or publicly display any Provider Content made available to you through the Services;

(c) attempt to access any other user's account or any content not assigned to you;

(d) attempt to reverse engineer, decompile, or tamper with the Services or its underlying technology; or

(e) use the Services in any way that violates applicable law.

7. Your Information and Privacy

7.1. Data Collection and Processing.

When you use the Services, ProperForm collects and processes certain personal information and health information in connection with your use, including account information, progress data you log, and related usage data. Your Provider has access to the data and other information you submit through or upload to the Services ("Your Content"). For a full description of how ProperForm collects, uses, discloses, and protects your personal information, please review ProperForm's Privacy Policy, available at https://properform.fit/legal/privacy-policy or through the Services.

7.2. Health Information.

Because your information relates to your physical care, it may constitute Protected Health Information ("PHI") under the Health Insurance Portability and Accountability Act ("HIPAA"). Your Provider, as your healthcare provider, is primarily responsible for the privacy and security of your PHI under HIPAA. ProperForm handles your PHI as a Business Associate of your Provider and in accordance with its Business Associate Agreement with your Provider. If you have questions about your rights with respect to your PHI — including rights of access, amendment, or accounting of disclosures — those rights run primarily against your Provider as the HIPAA Covered Entity. Please contact your Provider directly with HIPAA-related requests.

8. Artificial Intelligence

Some features of the Services and some Provider Content or Your Content may have been generated or assisted by artificial intelligence features of the Services ("AI Features"), including AI-based or machine learning-based transcription of audio or video content, and other related output ("Output"). Output may contain errors or inaccuracies. ProperForm is not responsible for reviewing and verifying the accuracy or completeness of Output. AI Features are not a substitute for human discretion or human decision making, and you should not rely on any AI Features or Output as a substitute for your Provider's direct professional guidance.

9. Intellectual Property

9.1. Ownership.

As between you, your Provider, and ProperForm: (a) Provider Content is owned by your Provider or its licensors; (b) the Services and all content, materials, works, or other intellectual property comprising the Services is owned by ProperForm or its licensors; and (c) Your Content is owned by you. Except for the licenses granted by these Terms, all rights in the Provider Content, the Services, and Your Content are reserved by their respective owners.

9.2. License to Your Content.

You grant ProperForm a non-exclusive, royalty-free, sublicensable, worldwide license to store, process, and use Your Content solely as necessary to provide the Services to you and your Provider and to perform ProperForm's obligations under its agreement with your Provider.

9.3. License to Services.

ProperForm grants you a limited, personal, non-transferable, non-sublicensable license to use and access the Services solely for your own personal care as directed by your Provider and in accordance with these Terms.

10. Your Provider Relationship

Your access to Provider Content depends on your active relationship with your Provider. If your Provider ends your access (for example, if your treatment is concluded or your Provider stops using ProperForm), you will no longer have access to Provider Content assigned by that Provider. ProperForm is not responsible for any loss of access to any Provider Content resulting from a change in your Provider relationship.

11. Disclaimers

THE SERVICES ARE PROVIDED "AS-IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, PROPERFORM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROPERFORM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE FROM HARMFUL COMPONENTS, OR WILL BE ACCURATE, COMPLETE, OR APPROPRIATE FOR YOUR INDIVIDUAL NEEDS. YOUR PROVIDER, NOT PROPERFORM, IS SOLELY RESPONSIBLE FOR ALL PROVIDER CONTENT. PROPERFORM DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PURPOSE OF ANY OUTPUT GENERATED BY AI FEATURES OF THE SERVICES. ALL OUTPUT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS SUBJECT TO REVIEW AND VERIFICATION BY YOUR PROVIDER.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROPERFORM AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, INCLUDING ANY INJURY, HARM, OR ADVERSE HEALTH OUTCOME ARISING FROM YOUR PERFORMANCE OF EXERCISES ASSIGNED THROUGH THE SERVICES. PROPERFORM'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Nothing in these Terms limits ProperForm's liability for its own gross negligence, willful misconduct, or fraud, or for any liability that cannot be limited under applicable law.

13. Governing Law

These Terms are governed by the laws of the State of Colorado without regard to its conflict of laws provisions. Any dispute arising out of or related to these Terms or your use of the Services will be resolved in the state or federal courts located in Denver County, Colorado, and you consent to personal jurisdiction in those courts. Notwithstanding the foregoing, nothing in these Terms limits your right to bring a claim in the courts of your state of residence if required by applicable consumer protection laws.

14. Termination and Suspension

14.1. Right to Terminate.

ProperForm may suspend or terminate your access to the Services if you violate these Terms or if your Provider ends your access. You may stop using the Services at any time.

14.2. Offboarding; Deletion.

Upon termination of your account for any reason, your right to access the Services and any content therein will end. If you would like to export a copy of Your Content or your personal information before your account is terminated, please contact ProperForm at support@properform.fit or use the account settings in the Services prior to termination. Any requests to export or delete are subject to ProperForm's obligations to your Provider or under applicable law and will be directed to your Provider to the extent appropriate under applicable law.

14.3. Survival.

Any provisions of these Terms that, expressly or by their nature, are to survive termination or expiration of these Terms or your use of the Services, will survive that expiration or termination.

15. Changes to These Terms

ProperForm may update these Terms from time to time. If we make material changes, we will notify you through the Services or by email at least 30 days before the changes take effect. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you should stop using the Services before they take effect.

16. Dispute Resolution

16.1. Informal Resolution First.

Before filing any formal legal claim, you agree to contact ProperForm at support@properform.fit and give us a reasonable opportunity to resolve your concern. You must describe your dispute and the relief you are seeking, and we will try in good faith to resolve it within 60 days of receiving your notice. If we cannot resolve the dispute within that period, either party may proceed to arbitration as set out below.

16.2. Binding Arbitration.

If your dispute is not resolved through informal resolution, you and ProperForm agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services through binding individual arbitration rather than in court, except as provided below. This agreement to arbitrate is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and evidences a transaction involving interstate commerce. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, which are available at www.adr.org or by calling 1-800-778-7879. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement.

16.3. Arbitration Procedures.

(a) Arbitration will be conducted virtually or, at your election, in the county where you reside.

(b) If you initiate arbitration, you will pay the AAA consumer filing fee applicable to your claim. ProperForm will pay all other AAA arbitration fees, including the arbitrator's compensation. If the arbitrator finds that your claim is frivolous or brought in bad faith, the arbitrator may require you to reimburse ProperForm for fees it paid on your behalf.

(c) The arbitrator may award any relief that a court of competent jurisdiction could award, including declaratory or injunctive relief, but only on an individual basis and only to the extent necessary to provide relief warranted by your individual claim. Any arbitral award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(d) The arbitration proceedings and any award will be kept confidential, except as necessary to enforce the award or as required by law.

16.4. Exceptions to Arbitration.

Notwithstanding Section 16.2, either party may pursue the following without arbitration:

(a) an individual claim in small claims court if the claim qualifies and remains on an individual, non-class basis; and

(b) emergency injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

16.5. No Class Actions.

YOU AND PROPERFORM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any class or representative proceeding. If this class action waiver is found to be unenforceable for any reason, then the entirety of Section 16.2 will be null and void and the parties will resolve their dispute in court under Section 16.6.

16.6. Opt-Out Right.

You have the right to opt out of the arbitration agreement in this Section 16 within 30 days of first agreeing to these Terms. To opt out, you must send a written notice to ProperForm at support@properform.fit with the subject line "Arbitration Opt-Out" and include your name and the email address associated with your account. If you opt out, all other provisions of these Terms remain in full force and effect and all disputes will be resolved in court in accordance with these Terms. Opting out of arbitration will not affect your ability to use the Services.

16.7. Changes to This Section.

If ProperForm makes any material change to this Section 16 after you first accept these Terms, you may reject that change by sending written notice to support@properform.fit within 30 days of the change taking effect. Rejection of a change to this Section will not affect any other provision of these Terms or your ability to use the Services.

17. Miscellaneous

These Terms, together with the Privacy Policy, constitute the entire agreement between you and ProperForm with respect to your use of the Services. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. ProperForm's failure to enforce any provision of these Terms is not a waiver of its right to do so later. You may not assign your rights under these Terms. ProperForm may assign these Terms to its affiliates or in connection with a merger, acquisition, or sale of substantially all of its assets.

If you have questions about these Terms, please contact ProperForm at: support@properform.fit or ProperForm, Inc., 1001 S. Main St., Suite 500, Kalispell, Montana 59901.