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Jona Product & Services Terms of Use
Updated as of 4/18/2025.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
These Jona Product & Services Terms of Use (“Terms”) apply to use of (including the purchase and sale of products and services) Jona’s websites, applications, online services, microbiome service, software, SaaS and PaaS services, other products and services, and access to certain third-party apps or services (collectively the “Platform”). The Platform is made available by Jona, Inc. (“Jona”, “us”, “we”, or “our”) to users (“User”, “you”, or “your”).
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
By using the Platform, by clicking to accept or agree to these Terms when this option is made available to you, or by placing an order for products or services through the Platform, you accept and agree to be bound and abide by these Terms and all other terms and conditions applicable to your use of the Platform including without limitation those explicitly referenced in these Terms.
YOU MAY NOT USE THIS PLATFORM OR ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS PLATFORM IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH JONA, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS PLATFORM OR ANY OF THIS PLATFORM’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW. PROVIDERS (AS HEREIN DEFINED) USING THE PLATFORM ON BEHALF OF PATIENTS ARE SUBJECT TO ADDITIONAL REQUIREMENTS AS PROVIDED IN THESE TERMS.
1. Changes to These Terms. These Terms are subject to change by us at any time and without prior notice, in our sole discretion. Any changes to these terms will be in effect as of the date they are posted on the Platform. You should review these Terms prior to purchasing any product or service through the Platform. Your continued use of the Platform after any changes to these Terms have been posted to the Platform will constitute your acceptance of, and agreement to, such
changes. When we materially change these Terms we will change the update date above to reflect the date of the changes.
2. NO MEDICAL ADVICE. The information Jona provides through the Platform is for educational and informational use only, and is intended only to inform conversations with a healthcare professional. Jona does not provide medical advice through the Platform or otherwise and you acknowledge and agree that any information you receive from Jona or through the Platform is not medical advice. Jona’s Platform is not intended to be used for diagnostic purposes, to aid in diagnosis, or tell you anything about your current or future state of health and has not been reviewed by FDA. Information provided by Jona or through the Platform is not a substitute for professional medical advice and it is not intended to be used to make medical decisions of any kind. You should seek advice from a qualified healthcare professional with any questions you may have regarding your health. You acknowledge and agree that no health care professional - patient relationship of any kind is created through your use of the Platform or relationship with Jona.
3. Accessing the Platform. We reserve the right to withdraw or amend the Platform and any products or services we provide through the Platform to you at any time, in our sole discretion without notice. You agree we will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time we may restrict access to parts of the Platform or the entire Platform, at our sole discretion. Jona reserves the right, in its sole discretion, to restrict, suspend and/or terminate your access to all or any part of the Platform at any time without prior notice or liability for any reason or no reason.
4. Privacy Policy. To access the Platform or some of the resources included in the Platform you may be asked or required to provide certain registration details or other information. You represent and warrant that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with or use this Platform is governed by our Privacy Policy, which is hereby incorporated into these Terms, and you consent to all actions we take with respect to your information that is consistent with our Privacy Policy. By providing your information to Jona or using this Platform you agree and consent to allow us to communicate with you for commercial and marketing purposes.
5. Your Account. You may be required to create an account to access the Platform or certain portions of the Platform. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not
disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform. You agree to notify us immediately of any unauthorized access or use of your account or any other breach of security. We have the right to disable any account, user name, password or other identifier in our sole discretion, for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
6. Samples. You may provide biological samples in connection with your use of the Platform. You acknowledge and agree that these samples may be sent to third party laboratories that Jona partners with for testing.
7. Third Party Applications or Services. Third-party applications or services may be included in the Platform. Your use of third-party applications or services on the Platform may be subject to additional terms and conditions of the third-party.
8. Provider Specific Terms. “Provider” means a physician, group medical practice, practitioner, clinician, nurse practitioner or any other “health care provider” as defined under 45 C.F.R. §160.103. The terms in this Section 8 apply to Providers using the Platform to place orders or recommend testing for patients.
8.1. Compliance and Ethics. Most jurisdictions require that Providers making recommendations to patients on health-related matters have an appropriate license to offer these recommendations. Regulating entities with jurisdiction over Provider may also require that certain ethical standards be followed. You agree to act in accordance with all licensing and ethical standards applicable to you as a Provider. You as a Provider are solely responsible for all of your compliance and ethical obligations.
8.2. Licensing. To use the Platform to place product or service orders for patients, you as a Provider must be, and represent and warrant that you are duly licensed and authorized to practice by the applicable government authorities or regulatory agencies applicable to you and the services you provide to your patients.
8.3. Provider Signature. On placing your first order for a patient, you, as a Provider, will be required to provide Jona with an e-siganture. Jona will then use this e-signature to generate requisitions for orders placed under your account, have lab companies bill Jona for orders placed under your account, register you under Jona’s account with our partner labs, and
receive your patient’s results for your review. By providing Jona with your e-signature, you consent to these uses of your signature by Jona for all orders placed under your account. You may withdraw your consent at any time by providing notice to Jona at hello@jona.health, and that withdrawal will become effective within five (5) business days. But, if you withdraw your consent, your account will be deactivated and you will no longer be permitted to place orders through the Platform.
8.4. Provider Representations and Warranties. You, as a Provider, represent and warrant that you: i) hold an unrestricted license to practice in the state in which the services at issue are furnished; ii) have never been convicted of a felony or crime of moral turpitude as defined by governing laws of the state in which the patient is located; iii) are not currently list, and have not at any time been listed, by a federal agency as excluded, debarred, suspended, or otherwise ineligible to participate in any federal or state funded health care program, including but not limited to Medicare and Medicaid; and iv) do not discriminate in the performance of any services or the quality of goods or care provided on the basis of race, sex, age, religion, or national origin.
8.5. Fees for Products. For products and services that you obtain through the Platform, you as a Provider, may not charge patients more than is permitted under the laws applicable to you and your practice or where the patient resides.
8.6. Statements about Products and Services. You shall not make any representations, warranties, guarantees, indemnities, commitments, or other similar claims actually, apparently, or ostensibly on behalf of Jona that are inconsistent with these Terms. You are exclusively responsible for, and Jona hereby disclaims any and all liability for, any statements you may make regarding the Platform or Jona to patients.
8.7. Business Associate Terms. If you are a Provider that is a Covered Entity under HIPAA or are an employee or other workforce member of a Provider or other entity that is a Covered Entity, then: i) the Business Associate Terms attached to these Terms applies to you; and ii) you as a Provider agree to the Business Associate Terms, which are hereby incorporated into these Terms by reference.
8.8. Provider’s Indemnification. You agree to defend, indemnify, and hold harmless Jona and its directors, officers, shareholders, proprietors, partners, employees, agents, representatives, attorneys, predecessors, successors and assigns, from and against any and all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by Jona arising out of: i) your use of this Platform or any materials, or any products or services obtained on or through this Platform; ii) any arrangements you make based on information obtained on or through this Platform; iii) your breach of these Terms; or iv) any violation of applicable law.
9. Intellectual Property.
9.1. Jona’s Platform. The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, and the design selection and arrangement thereof) are owned by Jona, its affiliates, its licensors, or other providers of such material and are protected by United States and international copyright, patent, trademark, trade secret, and other intellectual property or proprietary rights laws.
9.2. Jona’s Trademarks. The service marks and trademarks of Jona, including without limitation Jona and the Jona logos are owned by Jona. Any other trademarks, service marks, logos or trade names appearing via our Platform are the property of their respective owners. You shall not copy or use any of these marks, logos, or trade names without the prior written consent of the owner.
9.3. User Provided Content. The Platform may include features that involve information that you upload, submit, or send through the Platform (“Your Content”).
9.3.1. Jona License. By submitting Your Content to the Platform, you grant Jona a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create derivative works of, adapt, display, and perform Your Content. You represent and warrant that you have the necessary rights to Your Content, including the right to assign or grant your rights in these Terms. Please do not submit Your Content to the Platform if you do not wish to grant Jona the rights set forth in
this Section. Notwithstanding anything to the contrary in these Terms, if Your Content is validly subject to Business Associate Terms under these Terms, then the Business Associate Terms shall control.
9.3.2. Your Suggestions. If you elect to provide or make available suggestions, comments, ideas, improvements, or other information or materials to us in connection with or related to the Platform or Jona’s products, services, technology, or business, whether you send such information or materials to us through the Platform or through a separate communication channel, you grant us a non-exclusive, perpetual, royalty-free, irrevocable right to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any such information or materials in any manner, without acknowledgement or compensation to you. Please do not send us such information or materials if you do not wish to grant us the rights set forth in this Section.
9.3.3. Your Responsibility for Your Content. Your Content is your sole responsibility. In no circumstances shall Jona be liable in any way for Your Content or for any loss or damage of any kind incurred as a result of the use of any of Your Content. Jona further reserves the right to monitor, delete, or modify any of Your Content that it deems offensive, inappropriate, advertising, illegal, off-topic, or otherwise violates these Terms.
10. Prohibited Uses. You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to use the Platform:
10.1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
10.2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
10.3. To send, knowingly receive, upload, download, use, or re-use any material that is offensive, harmful, infringing, obscene, defamatory, abusive, deceptive, untrue, misrepresentative, or illegal;
10.4. To transmit, or procure the sending of, any advertising or promotional material;
10.5. To impersonate or attempt to impersonate Jona, a Jona employee, another user, or any other person or entity; and
10.6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm Jona or users of the Platform, or expose them to liability.
11. Platform Security. You agree not to:
11.1. Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform;
11.2. Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
11.3. Reverse engineer or attempt to reverse engineer the Platform, or any of Jona’s intellectual property;
11.4. Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms, without prior written consent;
11.5. Use any device, software, or routine that interferes with the proper working of the Platform;
11.6. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
11.7. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform;
11.8. Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; and
11.9. Otherwise attempt to interfere with the proper working of the Platform.
12. Prices. All prices, discounts, and promotions posted on this Platform are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in an order confirmation. Price increases will only apply to orders placed after such changes. Posted prices may not include applicable taxes or shipping and handling charges. All such charges will be added to your merchandise total, and where shipping is separately charged, it will be itemized in your order confirmation. We strive to display accurate price information, however we may make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
13. Payment Terms. Terms of payment are within our sole discretion and unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. You represent and warrant that: i) any payment information you supply to us is true, correct, and complete; ii) you are duly authorized to use the payment method for the purchase; and iii) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Platform at the time of your order.
14. Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the Platform for your or your patient’s own personal or household use only, and not for further resale or export. You further represent and warrant that all purchases are intended for delivery to locations within the United States but excluding New Jersey, New York, and Rhode Island.
15. Shipping and Risk of Loss. We will arrange for shipment of any product to you. Where shipping is charged you will pay all shipping and handling charges specified during the ordering process. Title and risk of loss pass to you upon transfer of the products to the carrier. Any shipping or delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipment.
16. Cancellation and Refunds. Jona's Refund Policy located at https://jona.health/policies/refund-policy details Jona's policies and procedures governing cancellations and refunds of Jona's products and is hereby incorporated into these terms by reference.
17. Informational Purposes Only. ALL INFORMATION PROVIDED ON THIS PLATFORM OR IN CONNECTION WITH ANY COMMUNICATIONS SUPPORTED BY JONA IS INTENDED TO BE FOR GENERAL INFORMATION PURPOSES ONLY AND IS IN NO WAY INTENDED TO CREATE A PROVIDER-PATIENT RELATIONSHIP AS DEFINED BY STATE AND FEDERAL LAW. USE OF THE PLATFORM IS NOT A SUBSTITUTE FOR PROFESSIONAL DIAGNOSIS OR TREATMENT AND RELIANCE ON ANY INFORMATION PROVIDED BY JONA IS SOLELY AT YOUR OWN RISK.
18. Warranties. IF AND ONLY TO THE EXTENT THAT APPLICABLE FEDERAL LAW, STATE LAW, OR THE LAWS OF OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SUCH EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
18.1. No Warranty. THE PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. USE OF THE PLATFORM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM JONA OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, JONA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE PLATFORM, ITS USE, OR RESULTS OF THE PLATFORM ARE ACCURATE, EFFECTIVE, RELIABLE, TIMELY, COMPLETE, OR FREE OF ERRORS; THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS; THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECT OR ERRORS WILL BE CORRECTED; OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS OBTAINED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE OF THE PLATFORM. YOU COVENANT THAT JONA SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS.
18.2. No Third Party Warranty. JONA DOES NOT WARRANT, ENDORSE GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR SERVICE, AND JONA WILL NOT BE AT A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
19. Indemnification. To the maximum extent permitted by law, you shall defend, indemnify and hold harmless Jona and its affiliates and each of their officers, directors, employees, contractors and agents, jointly and severally, from and against any and all claims, suits, actions, proceedings, liabilities, losses, damages, or expenses, including any legal and expert fees and expenses and all costs of investigation, which arise out of or relate to (i) your actual or alleged breach of any term or provision of these Terms; (ii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iii) your violation of any applicable law, rule or regulation; (iv) any content you submit including, without limitation, Your Content, and any misleading, false, or inaccurate information; or (vi) your willful or intentional misconduct. You shall reimburse Jona for all expenses (including counsel fees and expenses) as incurred by Jona in connection with any such actions or claims.
20. Limitation of Liability. The limitation of liability set forth in this Section shall only apply to the extent permitted by law.
20.1. IN NO EVENT SHALL JONA BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR ANY BREACH OF THESE TERMS, REGARDLESS OF: A) WHETHER SUCH
DAMAGES WERE FORESEEABLE; B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
20.2. JONA’S SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH THE PLATFORM.
21. Dispute Resolution and Binding Arbitration. YOU AND JONA ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
21.1. Arbitration. ANY CLAIM DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND JONA ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE PLATFORM, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
21.2. Arbitration Notice. To seek arbitration you must send a written Notice of Dispute by certified mail addressed to Jona, Inc. at 17 West 20th St. New York, NY 10011. Such notice must: a) describe the nature and basis of the claim or dispute; and b) set forth the specific relief sought. If Jona and you do not reach an agreement to resolve the claim within sixty (60) calendar days after such notice is received, you or Jona may commence an arbitration proceeding.
21.3. Arbitration Rules and Procedure.
21.3.1. The arbitration will be administered by the American Arbitration Association (“AAA”) and will be governed by the
Commercial Arbitration Rules and the Supplementary
Procedures for Consumer Related Disputes (collectively,
‘AAA Rules’) as modified by these Terms. The AAA Rules are available online at adr.org or by calling the AAA.
21.3.2. The arbitrator is bound by these Terms, and will decide all issues including, but not limited to, issues relating to the scope, enforceability, and arbitrability of the arbitration provision. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
21.3.3. Unless Jona and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA.
21.3.4. If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.
21.3.5. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees and expenses at any time during the proceedings and upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.
21.4. Small Claims. You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within sixty (60) days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
21.5. Individual Dispute. You and Jona agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR JONA WILL
BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN A COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
21.6. Arbitration Severability. If any provision of this Section 21 is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
22. Notices.
22.1. To You. We may provide any notice to you under these Terms by: i) sending a message to the email address you provide; or ii) posting to the Platform. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. You are responsible for keeping your email address current.
22.2. To Jona. You may provide any notice to us under these Terms by overnight courier or certified mail to Jona, Inc. at 17 West 20th St. New York, NY 10011. Notices provided by overnight courier or certified mail will be effective one business day after they are sent.
23. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
24. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
25. Independent Contractors. You and Jona are independent contractors. In no event shall you be considered a partner, agent, employee, or representative of Jona.
26. Use of Email to Communicate. You acknowledge that email may be unencrypted or otherwise unsecure and the use of email carries some level of risk that the information in the email could be read by an unauthorized person. Jona cannot guarantee the security and confidentiality of email and is not responsible for any unauthorized access that occurs during or after the email is sent. If you provide your email address to Jona, you have agreed to communicate with Jona by email and agree to accept the security risks associated with email communications. If you provide your email address to Jona, you agree to receive product, marketing, and other commercial messages from us to your email address.
27. Governing Law. The Platform shall be deemed solely based in New York. All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the state of New York without giving effect to any voice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than that of the state of New York.
28. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Jona.
29. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
30. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
31. Entire Agreement. These Terms and any order confirmation, end user license or other terms sent to you from Jona through the Platform or agreed to by you and Jona in writing signed by both you and Jona, will be deemed the final and
integrated agreement between you and us on the matters contained in these Terms.
Business Associate Terms for Providers
1. General Provisions.
1.1. Applicability of these Business Associate Terms. If you are a Provider that is a Covered Entity or you are an employee or other workforce member of a Provider or other entity that is a Covered Entity (“Your Covered Entity”) under the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act and their implementing regulations as amended from time to time (collectively, “HIPAA”), then these Business Associate Terms for Providers (“BA Terms”) are part of the Terms between you and Jona. These BA terms apply when Jona creates, receives, maintains, transmits, uses, or discloses Protected Health Information on behalf of Your Covered Entity (“PHI”) as a Business Associate.
1.2. Authority. If you are a workforce member of Your Covered Entity, then you represent and warrant that you are authorized by Your Covered Entity to enter into these BA Terms.
1.3. Effect. To the extent that Jona receives PHI in order to perform activities as a Business Associate, the terms and provisions of these BA Terms shall supersede any conflicting or inconsistent terms and provisions in the Terms to the extent of such conflict or inconsistency.
1.4. Defined Terms. Capitalized terms used in these BA Terms without definition shall have the respective meanings assigned to such terms by HIPAA.
2. Obligations of Jona.
2.1. Use and Disclosure of PHI. Jona may use and disclose PHI as permitted or required under the Terms, including these BA Terms, or as Required By Law, but shall not otherwise use or disclose any PHI. Jona shall not use or
disclose PHI received from Your Covered Entity in any manner that would constitute a violation of HIPAA if so used or disclosed by Your Covered Entity (except as set forth in Sections 2.1.1-3 below). To the extent Jona carries out any of Your Covered Entity’s obligations under the HIPAA privacy standards, Jona shall comply with the requirements of the HIPAA privacy standards that apply to Your Covered Entity in the performance of such obligations. Without limiting the generality of the foregoing, Jona is permitted to use or disclose PHI as set forth below:
2.1.1. Jona may use PHI internal for Jona’s proper management and administration or to carry out Jona’s legal responsibilities;
2.1.2. Jona may disclose PHI to a third party for Jona’s proper management and administration or to carry out Jona’s legal responsibilities, provided that the disclosure is Required By Law or Jona obtains reasonable assurances from the third party to whom the PHI is to be disclosed that the third party will: a) protect the confidentiality of the PHI; b) only use or further disclose the PHI as Required by Law or for the purpose for which the PHI was disclosed to the third party; and 3) notify Your Covered Entity of any instances of which the third party is aware in which the confidentiality of the PHI has been breached;
2.1.3. Jona may use PHI to provide Data Aggregation services;
2.1.4. In accordance with the HIPAA de-identification requirements, Jona may use PHI to create de-identified health information, and maintain such de-identified PHI indefinitely, notwithstanding Section 4 of the BA Terms. Jona may disclose de-identified health information for any purpose permitted by law;
2.1.5. On behalf of Your Covered Entity, Jona may use and disclose PHI to request an authorization, consent, or other form of permission from an Individual and may use and disclose PHI in accordance with any such permission obtained from an Individual.
2.2. Safeguards. Jona shall use appropriate safeguards to prevent the use or disclosure of PHI other than as permitted or required by these BA Terms. In addition Jona shall implement Administrative Safeguards, Physical Safeguards, and Technical Safeguards that reasonably and appropriately
protect the Confidentiality, Integrity, and Availability of PHI transmitted or maintained in Electronic Media (“EPHI”) that it creates, receives, maintains, or transmits on behalf of Your Covered Entity. Jona shall comply with the HIPAA Security Rule with respect to EPHI.
2.3. Minimum Necessary Standard. To the extent required by the “minimum necessary” requirements of HIPAA, Jona shall only request, use, and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use, or disclosure.
2.4. Mitigation. Jona shall take reasonable steps to mitigate, to the extent practicable, any harmful effect (that is known to Jona) of a use or disclosure of PHI by Jona in violation of these BA Terms.
2.5. Subcontractors. Jona shall enter into a written agreement meeting the requirements of 45 C.F.R. 164.504(e) and 164.314(a)(2) with each Subcontractor that creates, receives, maintains, or transmits PHI on behalf of Jona. Jona shall ensure that the written agreement with each Subcontractor obligates the Subcontractor to comply with restrictions and conditions that are at least as restrictive as the restrictions and conditions that apply to Jona under these BA Terms.
2.6. Reporting Requirements.
2.6.1. If Jona becomes aware of a use or disclosure of PHI in violation of these BA Terms by Jona or a third party to which Jona disclosed PHI, Jona shall report the use or disclosure to Your Covered Entity without unreasonable delay.
2.6.2. Jona shall report any Security Incident involving EPHI of which it becomes aware in the following manner: a) any actual, successful Security Incident will be reported to your Covered Entity in writing without unreasonable delay and in no case later than sixty (60) days after discovery of the Security Incident; and b) all attempted, unsuccessful Security Incidents (e.g., unsuccessful log-in attempts) are hereby deemed reported to Your Covered Entity.
2.6.3. Jona shall, following the discovery of a Breach of Unsecured PHI, notify Your Covered Entity of the Breach in accordance with 45
C.F.R. 164.410 without unreasonable delay and in no case later than sixty (60) days after discovery of the Breach.
2.7. Access to PHI. Within fifteen (15) business days of a written request by Your Covered Entity for access to PHI about an Individual contained in any Designated Record Set of Your Covered Entity maintained by Jona, if any, Jona shall make available to Your Covered Entity such PHI for so long as Jona maintains such information in the Designated Record Set. If Jona receives a request for access to PHI directly from an Individual, Jona shall forward such request to Your Covered Entity within ten (10) business days. Your Covered Entity shall have the sole responsibility to make decisions regarding whether to approve a request for access to PHI.
2.8. Availability of PHI for Amendment. Within fifteen (15) business days of receipt of a written request from Your Covered Entity for the amendment of an Individual’s PHI contained in any Designated Record Set of Your Covered Entity maintained by Jona, if any, Jona shall provide such information to Your Covered Entity for amendment and incorporate any such amendments in the PHI (for so long as Jona maintains such information in the Designated Record Set) as required by 45 C.F.R. 164.526. If Jona receives a request for amendment directly from an Individual, Jona shall forward such request to Your Covered Entity within ten (10) business days. Your Covered Entity shall have the sole responsibility to make decisions regarding whether to approve a request for an amendment to PHI.
2.9. Accounting of Disclosures. Within thirty (30) business days of written notice by Your Covered Entity to Jona that it has received a request for an accounting of disclosures of PHI (other than disclosures to which an exception to the accounting requirement applies), Jona shall make available to Your Covered Entity such information as in Jona’s possession and is required for Your Covered Entity to make the accounting required by 45 C.F.R. 164.528. If Jona receives a request for an accounting directly from an Individual, Jona shall forward such request to Your Covered Entity within ten (10) business days. Your Covered Entity shall have the sole responsibility to provide an accounting of disclosures to the Individual.
2.10. Availability of Books and Records. Following reasonable advance written notice, Jona shall make Jona’s internal practices, books, and records related to the use and disclosure of PHI received from, or created or
received by Jona on behalf of, Your Covered Entity available to the Secretary for purposes of determining Your Covered Entity’s compliance with HIPAA.
3. Obligations of Your Covered Entity.
3.1. Permissible Requests. Your Covered Entity shall not request Jona to use or disclose PHI in any manner that would not be permissible under HIPAA if done directly by Your Covered Entity (except as provided in Sections 2.1.1-3 of these BA Terms).
3.2. Minimum Necessary PHI. When Your Covered Entity discloses PHI to Jona, Your Covered Entity shall provide the minimum amount of PHI necessary for the accomplishment of Jona’s purpose.
3.3. Permissions; Restrictions. Your Covered Entity represents and warrants that it has obtained and will obtain any consents, authorizations, and/or other legal permissions required under HIPAA and other applicable law for the disclosure of PHI to Jona. Your Covered Entity shall notify Jona of any changes in, or revocation of, the permission by an Individual to use or disclose their PHI, to the extent that such changes may affect Jona’s use or disclosure of PHI. Your Covered Entity shall not agree to any restriction on the use or disclosure of PHI under 45 CFR 164.522 that restricts Jona’s use or disclosure of PHI under these Terms, including these BA Terms, unless such restriction is Required By Law or Jona grants Jona’s written consent, which consent shall not be unreasonably withheld.
3.4. Notice of Privacy Practices. Except as Required By Law, with Jona’s consent or as set forth in these Terms, including these BA Terms, Your Covered Entity shall not include any limitation in Your Covered Entity’s notice of privacy practices that limits Jona’s use or disclosure of PHI under these Terms, including these BA Terms.
4. Termination.
4.1. Termination for Breach. Any other provision of the Terms notwithstanding, either party may terminate the Terms upon ninety (90) days prior written notice to the other party if that party breaches these BA Terms in any material respect and such breach is not cured to the reasonable satisfaction of the party claiming breach within such ninety (90) day period.
4.2. Return of Destruction of PHI upon Termination. Upon expiration or earlier termination of these Terms, Jona shall either return or destroy all PHI received from Your Covered Entity or created or received by Jona on behalf of Your Covered Entity and which Jona still maintains in any form. Notwithstanding the foregoing, to the extent that Jona determines that it is not feasible to return or destroy such PHI, the terms and provisions of these BA Terms shall survive termination of the Terms, and such PHI shall be used or disclosed solely for such purpose or purposes which prevented the return or destruction of such PHI.
