Terms of Use | Thyme Care

Effective Date: July 31, 2023

These Terms of Use (“Terms”) explain the terms that apply when you use our online and/or mobile services, website (“Site”), software, care coordination services, Telehealth Services, and all related applications (a “User” or “You”) in connection with the services (collectively, the “Services”) provided by Thyme Care Inc. (“Thyme Care”), its affiliates or agents involved in providing and supporting the Services for which you are enrolled (collectively, “We,” “Us,” “Our,” or “Thyme Care”). Thyme Care and User are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party”.

By accessing or using the Services, You represent that:

You have read and understand these Terms;
You agree to be bound by these Terms;
You are at least eighteen (18) years old;
You have the authority to enter into the Terms;
You have read and understood the information about the collection and use of your personal data as set forth in our Privacy Policy.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

Your access and use of the Services will be subject to additional terms (“Additional Terms”) and such Additional Terms will either be linked to from the Terms or will be presented to You for your acceptance when you register for the Services. All Additional Terms are incorporated into the Terms by reference. If the Terms are inconsistent with the Additional Terms, the Additional Terms control with respect to such Service. Please note that we reserve the right to modify or supplement these Terms at any time and will provide notice of these changes as described below. This Agreement applies to all visitors, Users, and others who access or use the Services.

1. THYME CARE SERVICES

Your health care provider or health plan has partnered with us to provide you with access to care coordination services and/or virtual clinical care support to help navigate your oncology treatment journey. Thyme Care Inc. does not provide any medical services; virtual clinical care support (“Telehealth Services”) is provided by Thyme Care Medical, PLLC health care providers (“Thyme Care Providers”). Thyme Care Providers who deliver the Telehealth Services are independent professionals practicing within a group of independently owned professional practices. Thyme Care Inc. does not practice medicine or any other licensed profession, and does not interfere with the practice of medicine or any other licensed profession by the Thyme Care Providers, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license. Neither Thyme Care Inc. nor any third parties who promote the Services or provide you with a link to the Services shall be liable for any professional advice you obtain from a Thyme Care Provider via the Services.

Depending on your health care provider’s or health plan agreement with us and your geographical location, You may use the Services to obtain non-clinical care coordination services, as well as request access to the Telehealth Services for your urgent care needs. By registering and using the Services, including the Telehealth Services, You acknowledge and agree that: (i) the Telehealth Services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with an oncologist or health care provider; and (ii) Thyme Care Providers acting through the Services do not direct diagnosis or prescribe medication for cancer treatment. IN THE EVENT OF A MEDICAL EMERGENCY, USERS SHOULD CALL 911 OR CONTACT THEIR PRIMARY HEALTH PROVIDER.

2. SITE CONTENT

Thyme Care Inc. provides Thymecare.com to our members and the public for educational purposes only, and the information provided through this Site should in no way be taken to be the provision or practice of medical, health care or cancer diagnosis; advice; or be considered a substitute for a call, visit, consultation or advice from your oncologist or other health care providers.

3. PRIVACY

Our Privacy Policy is located here. By using the Services, You consent to our processing of your information consistent with our Privacy Policy. Please review the Privacy Policy for a description of how we may collect and use your personal data. The Privacy Policy is hereby incorporated into these Terms by reference and constitutes a part of these Terms.

Additionally, please review the Thyme Care Medical, PLLC Notice of Privacy Practices to learn about how it uses and discloses your medical information and how You may access that information.

4. USER ACCOUNTS

For You to use or access the Services, You must register for an account (“Account”) and provide information about yourself (collectively “Account Information”). You warrant that: (a) You are at least eighteen (18) years old, and (b) all required Account Information submitted during registration and provided over the course of your use of the Services is, and will be, truthful, up-to-date, complete, and accurate. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, suspected unauthorized use of your Account, or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with the above requirements regarding your Account. We reserve the right to take any and all reasonable and necessary action to protect the security of the Services and your Account Information.We strongly recommend that you do not use the Services on public computers. We also recommend that you do not store your Account password(s) through your web browser or other software.

You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. By providing your mobile number and email address when using the Services, You hereby affirmatively consent to our use of your mobile number for calls and/or text messages and email address for email messages in order to provide the Services (standard data and messaging rates or other charges from your wireless carrier may apply). You may opt out of receiving text messages from us by contacting us at support@thymecare.com.

You may request to terminate your Account at any time by contacting us at support@thymecare.com.

5. USER CONTENT

“User Content” means any and all information and content that a User submits to the Services. You are exclusively responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy and completeness. Notwithstanding HIPAA or applicable state and/or federal laws and regulations, we are not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. You hereby certify that your User Content does not violate our Acceptable Use Policy.

You hereby grant to us an irrevocable, nonexclusive, unrestricted, royalty-free and fully paid, worldwide license to use, copy, reproduce, modify, distribute, transmit, exploit, publicly display and perform, create derivative works of, incorporate into other works, and otherwise use your User Content, in whole or in part, in any manner or medium (whether now known or hereafter developed), for the purpose of providing the Service to you. You hereby irrevocably waive any claims and assertions of moral rights, compensation, or attribution with respect to your User Content.

6. ACCEPTABLE USE POLICY

The following terms constitute our “Acceptable Use Policy”: You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right or any intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

You agree that you will not, and will not attempt to: (a) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (b) use the Services to violate any local, state, national or international law; (c) reverse engineer, disassemble, decompile, duplicate, or translate any software or other components of the Services; (d) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages; (e) engage in any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services; (f) use the Services to harvest, collect, gather or assemble information or data regarding other users without their consent; (g) harass or interfere with any other User's use and enjoyment of the Services; or (h) otherwise use the Services in any manner that exceeds the scope of use granted above.

In addition, You agree to refrain from abusive or obscene language and inappropriate behavior, or conduct that is unlawful or illegal, when communicating with Thyme Care Providers or Thyme Care personnel, affiliates or agents involved in providing and supporting the Services for which you are enrolled.

We reserve the right to review any User Content, and to investigate and/or take appropriate action against You in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 10, and/or reporting You to law enforcement authorities.

If You provide us with any feedback or suggestions regarding the Services, You hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we believe appropriate. We will treat any Feedback You provide to us as non-confidential and non-proprietary.

7. LICENSE/ACCESS RIGHTS

Thyme Care hereby grants to You a non-transferable, non-exclusive, revocable, limited license to access the Services solely for your personal, non-commercial use and only as permitted under these Terms and any Additional Terms you may have entered into with us (“Access Rights”).

The rights approved to You in these Terms are subject to the following restrictions. You shall not (a) sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services; (b) access the Services in order to build a similar or competitive website, offering, or Service; (c) frame or utilize framing techniques to enclose any trademark, logo, or proprietary information of Thyme Care and the Services (including images, text, page layout, or form); (d) use any meta-tags or any other “hidden text” containing Thyme Care’s name, trademarks or service marks; (e) change, modify, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services; (f) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.

We reserve the right to change, suspend, or cease the Services with or without notice to You. We shall not be held liable to You or any third-party for any change, interruption, or termination of the Services or any part.

8. OWNERSHIP

Excluding any User Content that You may provide, You are aware that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Services and its content are owned by Thyme Care (or the respective third-party owners) and is protected by U.S. and international copyright laws. The compilation of the Service is also the exclusive property of Thyme Care and is protected by U.S. and international copyright laws. These Terms and access to the Services do not give You any rights, title or interest in or to any intellectual property rights, except for the limited access rights expressed above. Thyme Care (or the respective third-party owners) reserve all rights not expressly granted herein. Any unauthorized use of the Services terminates the licenses granted by Thyme Care pursuant to the Terms.

9. THIRD PARTY LINKS & ADS / OTHER USERS

The Site may contain links to third-party websites and services, and/or display advertisements for third-parties. Such Third-Party Links & Ads are not under Thyme Care’s control, and Thyme Care is not responsible for any Third-Party Links & Ads. Thyme Care provides access to these Third-Party Links & Ads only as a convenience to You, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When You click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices.

Users of the Services are solely responsible for any and all of their own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by You or by others. You agree that we will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between You and any Site User, we are under no obligation to become involved.

10. TERM & TERMINIATION

Subject to this Section, these Terms will remain in full force and effect while You use the Services. We reserve the right to terminate your access to the Services at any time, with or without cause, by providing You with notice through the email address we have on file. We may terminate your Account or access to the Services at any time if we, in our sole discretion, (a) determine that You have violated these Terms; (b) your conduct or use of the Services violates applicable law or is harmful to our interests or any other User; (c) in response to requests by law enforcement or other government agencies; (d) upon discontinuance or material changes to the Services; (e) upon the termination of your eligibility for the Services as determined by your health care or health plan provider; or (f) due to unexpected technical issues or problems beyond our control. Termination of your Account or access to the Services will terminate any rights and license provided to You in these Terms; however, termination will not limit any of our other rights or remedies. Any provision that must survive in order to give proper effect to the intent and purpose of these Terms shall survive termination.

11. DISPUTE RESOLUTION & ARBIRATION AGREEMENT

Please read this Dispute Resolution and Arbitration Agreement carefully. It is an important part of these Terms and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

11.1 APPLICABILITY OF ARBITRATION AGREEMENT

All claims and disputes in connection with the Terms or the use of Services that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to You and Thyme Care, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

11.2 NOTICE REQUIREMENT & INFORMAL DISPUTE RESOLUTION

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Thyme Care should be sent to: Thyme Care, 501 Great Circle Road, Nashville, TN 37228 ATTN: Legal Dept. with a copy of the Notice to legal@thymecare.com After the Notice is received, You and Thyme Care may attempt to resolve the claim or dispute informally. If we cannot resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award to which either party is entitled.

11.3 ARBITRATION RULES

Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider that offers arbitration as set forth in this section. AAA rules shall govern all aspects of the arbitration except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claim or dispute where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the AAA Rules. Any hearing will be held in New York, NY unless the parties agree otherwise. The arbitration shall be governed by the laws of the State of Delaware. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. If your claim is for less than $10,000, we will reimburse your filing fee, unless the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose, in which case the payment of all fees will be determined in accordance with the AAA Rules. If your claim is for greater than $10,000, the payment of all fees will be determined in accordance with the AAA Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

11.4 ADDITIONAL RULES FOR NON-APPEARANCE BASED ARBITRATION

If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

11.5 TIME LIMITS

If either Party pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations and within any deadline imposed under the AAA Rules for the pertinent claim.

11.6 AUTHORITY OF ARBITRATOR

If arbitration is initiated, the arbitrator will decide the rights and liabilities of the Parties, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon the Parties.

11.7 WAIVER OF JURY TRIAL

THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less expensive than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between You and Thyme Care in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THYME CARE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

11.8 WAIVER OF CLASS OR CONSOLIDATED ACTIONS

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one customer or User cannot be arbitrated or litigated jointly or consolidated with those of any other customer or User.

11.9 CONFIDENTIALITY

All aspects of the arbitration proceeding shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

11.10 SEVERABILITY

If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

11.11 RIGHT TO WAIVE

Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

11.12 SURVIVAL OF AGREEMENT

This Arbitration Agreement will survive the termination of your relationship with Thyme Care.

11.13 SMALL CLAIMS COURT

Notwithstanding the foregoing, either Party may bring an individual action in small claims court.

11.14 EMERGENCY EQUITABLE RELIEF

Notwithstanding the foregoing or anything to the contrary in this Arbitration Agreement, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

11.15 CLAIMS NOT SUBJECT TO ARBITRATION

Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Delaware for such purposes.

12. MODIFICATION OF TERMS

The Effective Date of these Terms is set forth at the top of this page. Please note that we may at any time and from time to time, amend these Terms. If we make any material changes that affect your rights, we may notify You by sending you an email to the last email address You provided to us and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current email address. In the event that the last email address that You have provided us is not valid or if the email is caught by your SPAM filter, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earliest of thirty (30) calendar days following our dispatch of an email notice to you or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. If you disagree with any changes to these Terms, You should terminate your use of the Service.

13. DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. THYME CARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION.

14. LIMITATION OF LIABILITY

YOU UNDERSTAND THAT TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL THYME CARE INC., THYME CARE PROVIDERS OR THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY/WRONGFUL DEATH, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE AND WHETHER OR NOT THYME CARE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THYME CARE SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $100.

To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

15. INDEMNIFICATION

To the fullest extent permitted by law, You will indemnify and hold Thyme Care, its parents, subsidiaries, affiliates (including without limitation Thyme Care Medical, PLLC and all other affiliated professional entities and their health care providers), officers, employees, agents, partners and licensors (collectively, the “Thyme Care Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your violation of the Terms; (b) your User content; (c) your violation of any rights of another party, including any users of the Services; or (d) your violation of any applicable laws, rules or regulations. Thyme Care reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event you will fully cooperate with Thyme Care in asserting any available defenses. You agree that the provisions in this section will survive any termination of the Terms or your access to the Services.

16. GEOGRAPHICAL RESTRICTIONS

The Services are intended for use in the United States of America only. If You visit us, contact us, or access the Services from outside of the United States of America, be advised that (i) any information You provide to us or that we automatically collect will be transferred to the United States of America; and (ii) that by accessing, using, or submitting information to the Services, You explicitly authorize its transfer to and subsequent processing in the United States of America in accordance with these Terms.

Thyme Care makes no representation that the Services are appropriate or available for use in all states and territories within the United States.

17. COMMUNICATIONS

The communications between You and Thyme Care use electronic means, whether You use the Services and send us emails or texts, or whether we post notices on the Site or communicate with You via email or texts. For contractual purposes, You (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to You electronically satisfy any legal obligation that such communications would satisfy if it were be in a hard copy writing.

18. GOVERNING LAW

The Terms, your use of the Services, and any action related thereto shall be governed by and construed in accordance with the laws of the State of Delaware consistent with the Federal Arbitration Act, without regard to the choice of law provisions of any jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

19. ASSIGNMENT

These Terms inure to the benefit of and will be binding upon our and your permitted successors and assigns. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without Thyme Care’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Thyme Care may, without further consent or notification, assign all contractual rights and obligations pursuant to these Terms if some or all of Thyme Care’s is transferred to another entity by way of merger, sale of its assets or otherwise.

20. AMENDMENT

Except as described in the section entitled Modification of Terms, these Terms may not be amended unless in writing and signed by both Parties.

21. WAIVER

Any failure or delay to exercise or enforce any right of the Terms, or failure to insist upon or enforce strict performance of any provision of these Terms, shall not constitute a waiver of such right or provision. Waivers shall be effective only if in writing and signed by Thyme Care.

22. INDEPENDENT CONTRACTOR

You agree that no joint venture, partnership, employment, or agency relationship exists between You and Thyme Care as a result of the Terms or use of the Services.

23. EXPORT CONTROL

The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Thyme Care, or any products utilizing such data, in violation of the United States export laws or regulations.

24. ENTIRE AGREEMENT AND SEVERABILITY

These Terms, together with any amendments and any additional agreements or consents you may have entered into with us in connection with the Services, constitute the entire agreement between you and us concerning the Services. If any portion of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

25. COPYRIGHT POLICY

Thyme Care respects the intellectual property of others and asks that Users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If you believe that your work has been duplicated in a way that constitutes copyright or other intellectual property infringement, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our Designated Agent located at Thyme Care Inc., 501 Great Circle Road, Nashville, TN 37228 (ATTN: Legal Department) with a copy to: legal@thymecare.com:

your physical or electronic signature;
identification of the copyrighted work(s) that You claim to have been infringed;
identification of the material on our services that you claim is infringing and that You request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that You have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that You are either the owner of the copyright that has allegedly been infringed or that You are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.

26. CONTACT US

If You have questions or concerns about these Terms, You may contact us by mail at:

Thyme Care Inc., 501 Great Circle Road, Nashville, TN 37228

You may email us at privacy@thymecare.com.
If You are registered with the Services, You may send a message to your assigned Care Team coordinator.