Last Updated: March 14, 2025 

This Customer Terms of Service Agreement (“Agreement”) is between you and Avidon Health LLC (“Avidon”), a New Jersey LLC located at 3 Miln Street #432, Cranford, NJ 07016. If you accept this Agreement on behalf of an entity or organization, “you” refers to that entity or organization, and you represent that you have the authority to bind them to this Agreement. 

1. Provision of Avidon Services 

(a) Provision of Services: Avidon provides its services pursuant to this Agreement and the Terms of Use, Privacy Policy, Service Level Agreement (“SLA”), any Order Forms, and any Additional Terms related to this Agreement (collectively, “Supplemental Terms”), all of which are incorporated into and form a part of this Agreement. If there’s a conflict between a provision in this Agreement and the Supplemental Terms, the Supplemental Terms will prevail to the extent of such conflict. “Services” include the current and future health and wellness platform and services provided by Avidon, including updates, enhancements, bug fixes, and release notes. Avidon warrants that: 

(i) Avidon service providers have the necessary expertise to maintain performance standards. (ii) Services will be provided professionally and in line with industry standards. (iii) Avidon owns or licenses all provided intellectual property. (iv) Services and intellectual property do not infringe on any third-party rights or violate any laws or regulations. (v) Adequate security measures are in place to protect sensitive information. 

(b) Content: Avidon may provide content and functionality through its Services, including: 

(i) A white-labeled instance of Avidon’s member portal with the content selected in the Order Form. (ii) Administrative website access for authorized representatives. (iii) Member support website with knowledge base and access to Avidon’s Member Support team. (iv) Platform support website with knowledge base and access to Avidon’s Platform Support team. (v) Avidon’s Product Communication Center. (vi) Downloadable materials in the Client Resource Center. (vii) Other features as developed by Avidon. 

All content and functionality provided by Avidon is “Avidon Content” and part of the Services. Customers may also upload their own content (“Customer Content”) or modify Avidon Content (“Modified Content”) to use within the Services. You warrant that you have the necessary rights to use and distribute any Customer Content you provide. Avidon grants you a limited, revocable license to use, reproduce, and distribute Avidon Content or Modified Content solely for the business purposes intended in this Agreement, subject to your compliance with this Agreement, including the payment terms. You grant Avidon a non-exclusive, revocable license to publish, reproduce, and transmit your Customer Content and Modified Content for the purpose of performing the Services. You warrant you have the full legal right to grant this license to Avidon. 

(c) Beta Services: From time to time, Avidon may offer certain products, features, or services for evaluation, testing, and feedback before their general release (“Beta Services”). By using Beta Services, you agree that: 

(i) Avidon grants you a limited, revocable, non-exclusive, non-transferable license to use Beta Services, which Avidon can terminate at any time. (ii) Beta Services are provided “as-is” without warranties, and Avidon has no obligation to continue offering them. 

2. Automatic Renewal & Cancellation 

(a) Subscription Auto-Renewal: Subscriptions to the applicable Services will automatically renew at the end of the subscription period shown on the Order Form unless canceled or modified prior to the renewal date. You authorize Avidon to charge your payment method at the start of each renewal period at the then-current subscription rate. 

(b) Non-Payment: If your method of payment fails to process on the subscription renewal date, Avidon reserves the right to immediately suspend your Services until you have provided a valid payment method.  

(c) Fee Increases: To maintain the high quality and compliance standards of Avidon Services, fees may increase up to 5% annually. We will notify you at least 30 days in advance of any fee increase. 

(d) Subscription Cancellation Policy: You may modify or cancel your subscription at any time through your account settings. Modifications or cancellations not submitted prior to the renewal date will result in auto-renewal and inclusion in the next billing cycle.  

(e) Refunds: Fees (including unused portions of a subscription) are non-refundable unless explicitly stated otherwise in an Order Form. If a material failure occurs in service delivery, Avidon may, at its discretion, provide a pro-rata refund. 

3. Notices and Changes to Terms 

You agree to conduct business with Avidon electronically and receive notices electronically. Avidon reserves the right to modify these terms and related policies with 30 days’ notice via email or through the administrative dashboard. Continued use of the Services after modification constitutes acceptance of the revised terms. If you disagree with the changes, you must cancel your subscription through your account settings before the new terms take effect. 

4. Dispute Resolution & Arbitration 

(a) Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) in New Jersey. The arbitration will be conducted on an individual basis—no class actions or collective arbitration are allowed. If arbitration is determined by the arbitrator to be unenforceable or inapplicable to a claim, any litigation against Avidon may be commenced only in the courts referenced in Section 12. 

(b) Exceptions: Either party may seek injunctive relief for intellectual property rights in a court of competent jurisdiction. Claims that qualify for small claims court can be pursued in small claims court instead of arbitration.  

5. Intellectual Property, Materials 

(a) Intellectual Property: You may use Avidon’s or its licensors’ trade names, trademarks, copyrights, code, and other intellectual property (“IP”) only in connection with marketing and operating the Services for their intended purpose. All use benefits Avidon and its licensors. 

(b) Materials: You agree to promptly correct or change any materials at Avidon’s request to fix errors or to comply with any legal or regulatory requirements. 

6. Third-Party Services 

Avidon integrates with third-party tools for added functionality. Avidon is not responsible for third-party service failures, security breaches, or performance issues. Customers agree to third-party terms when using integrations. If you enable a third-party service, you are responsible for configuring it correctly and you grant Avidon permission to allow it access to your data. 

7. Data Security & Privacy 

(a) Security Measures: Avidon employs industry-standard security measures to protect customer data. However, Avidon is not liable for security breaches outside its reasonable control. 

(b) Data Privacy: All Personal Health Information (“PHI”) and Personally Identifiable Information (“PII”) will be used and maintained solely for carrying out the Services and in compliance with HIPAA. Both parties will protect the data according to industry standards and HIPAA security standards, and if applicable, the HITECH Act. If a party cannot protect the data, it will notify the other party and either fix the issue or terminate the Agreement. 

(b) Data Retention: You have complete control over your data. You can delete your account at any time through your account settings. Deletion will remove your Customer Content and Modified Content and anonymize PII while retaining activity data for analytics purposes. If you cancel your subscription without deleting your account, all your data will be maintained in accordance with our data retention policy. 

8. Confidentiality 

This Agreement may give you and Avidon access to each other’s confidential and proprietary information (“Confidential Information”). This does not include information that was publicly known before disclosure, becomes public through no fault of the receiving party, was already in the receiving party’s possession, or is independently developed without the Confidential Information. Neither party will disclose Confidential Information without the other party’s written consent, except as required by court order. 

9. Indemnification 

(a) By You: You will defend and indemnify us against any third-party claims related to you or your users’ violation of the Agreement or Terms of Use, incorrect information you provide to Avidon, or claims that our services as posted on your website infringe third-party intellectual property rights.  

(b) By Avidon: Avidon will defend and indemnify you against third-party claims due to Avidon’s wrongful acts, breach of the Agreement, or claims that our Services infringe third-party IP rights.  

(c) Claims Against Third Parties: If either party initiates legal action against a third party and the other party is required to participate in the action, the initiating party will indemnify the other party for any costs incurred unless due to the other party’s breach or misconduct. 

10. Limitation of Liability 

(a) Disclaimer: Avidon provides the Services “as is” to the fullest extent allowed by law. We do not guarantee error-free services or specific service levels not specified in the Order Forms or SLA. 

(b) Maximum Liability: Avidon’s liability is capped at fees paid in the past 12 months. We are not liable for indirect, incidental, or consequential damages. 

(c) Force Majeure: Avidon is not responsible for service failures due to natural disasters, cyberattacks, or events outside our control. 

11. Termination 

(a) Termination by Avidon: Avidon may terminate the Services if you violate this Agreement, fail to pay fees, or engage in fraudulent activity. 

(b) Termination by Customer:  

(i) Customers may cancel their subscription at any time through their account settings. No refunds will be issued for unused portions of a subscription unless due to a material breach by Avidon.  

(ii) Deleting your account (as opposed to cancelling your subscription) is permanent. Once your account is deleted, you cannot recover the data or reactivate that account. 

12. Governing Law

This Agreement is governed by the laws of the State of New Jersey, excluding conflict-of-law principles. Any disputes not subject to arbitration shall be litigated in state or federal courts located in New Jersey. 

By using Avidon’s services, you agree to these updated terms. If you have questions, contact us at legal@avidonhealth.com.