Terms of Use

These terms and conditions of use (“Terms of Use”) govern your use of our online interfaces and properties (e.g., websites and mobile applications) owned and controlled by Unika Health, Inc. and its subsidiaries, corporate parents, and corporate affiliates (collectively, “Unika,” “Unika Affiliates,” “we,” “us,” and “our”), including the website https://unika.health/ and the Unika mobile application(s) (the “App”) (our websites and mobile application(s) are referred to herein collectively as the “Site”), as well as the connected monitoring devices and products (“Products”), services, portals, and other related materials and technologies (“Services”) available to users through the Site.

Unika Health, Inc., independent of health care providers or a clinic or hospital in which you are receiving health care (each, a “Provider”), assists in the provision of Chronic Care Management (CCM), Remote Patient Monitoring (RPM), Advanced Primary Care Management (APCM), Continuous Glucose Monitoring (CGM) services, Diabetes Prevention Programs (DPP/MDPP), and federal payment model programs (such as the CMS ACCESS Model) between Providers and their patients. (See Section 19 for supplemental terms applicable to Providers.) The professional medical services (which are provided by your Provider) and the non-clinical Site services (which are provided by Unika) are collectively referred to in these Terms of Use as the “Services”. The terms “you” and “your” mean you, your dependents if any, and any other person accessing your Unika Account.

Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the Site and Services. By accessing, downloading, or clicking “accept”, you acknowledge that you have read, understand, and accept all terms and conditions contained within these Terms of Use, the Notice of Privacy Practices provided to you by your Provider, and our Privacy Policy. If you do not agree to be bound by these terms, you are not authorized to access or use this Site or Services; promptly exit this Site.

1. Privacy Practices

You agree that information provided by you in connection with the Services and Site shall be governed by our Privacy Policy, which is hereby incorporated and made a part of these Terms of Use.

2. Services Provided – No Medical Care or Advice by Unika

As an important note, there is no single provider of medical care called “Unika”. Rather, Unika offers an online communication and digital health platform for Providers and their patients to connect via the Site through synchronous and asynchronous telecommunications technologies, connected medical monitoring equipment, and integrated Electronic Health Record (EHR) systems. The Site facilitates care management and communication between patients and Providers.

Unika does not provide medical advice or medical care. Unika contracts with independent, physician-owned medical groups, hospital and clinic-based Providers who provide clinical telehealth and care management services. Unika provides administrative, technology, and operational support services to the Providers. Providers deliver clinical services via the Unika Site to their patients. Providers are not contracted or employed by Unika as medical staff. The Providers, and not Unika, are solely responsible for the quality and appropriateness of the care they render to you. Unika does not provide any legal advice or representations regarding any legal issues associated with advice, information, goods, or services offered by a Provider.

The Providers are independent of Unika and are merely using the Site as a way to communicate with and monitor you. Any information or advice received from a Provider comes from them alone, and not from Unika. Your interactions with the Providers via the Site are not intended to take the place of your relationship with your regular health care practitioners or primary care physician. Neither Unika, nor any of its subsidiaries or affiliates, shall be liable for any professional advice obtained from a Provider via the Site or Service, nor any information obtained on the Site. You acknowledge that your reliance on any Providers or information delivered by Providers via the Site or Service is solely at your own risk.

The content of the Site and the Services, including text, graphics, audio, video, AI-generated communications, physiological metrics, and visuals, is for informational and care coordination purposes only and does not constitute professional medical advice, diagnosis, or treatment by Unika. Always seek the advice of your qualified health care professionals with any questions regarding medical conditions.

Not for Emergencies

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.

Unika’s Site, connected monitoring devices, mobile application, and Services are NOT an emergency response unit and are NOT for medical emergencies. You should not disregard or delay seeking medical advice based on anything that appears or does not appear on the Site.

Risks of Telehealth and Remote Monitoring Services

By using the Services, you acknowledge the potential risks associated with telehealth and remote monitoring services. These include but are not limited to: information transmitted may not be sufficient (e.g., inadequate quality of readings or images) to allow appropriate clinical decision-making; delays in evaluation or treatment could occur due to deficiencies or failures of electronic equipment or telecommunication networks; lack of access to complete medical records may result in adverse judgment errors; and security protocols, despite robust encryption, could in rare events fail, causing a breach of privacy.

Prescription Policy

Unika does not endorse any specific medication, pharmacy, or pharmacologic product. If a Provider prescribes a medication, they do so solely in their professional judgment. Providers do not prescribe DEA-controlled substances or scheduled medications via the Site. Unika fully honors patient freedom of choice regarding pharmacy selection.

Not an Insurance Product

Unika is not an insurer. The Services are not insurance products.

3. Availability of Services

Unika operations are subject to state and federal regulations. Access to and use of the Site or the Services is limited exclusively to users located within States in the United States where the Services are legally available. Accessing the Site or Services from jurisdictions where content or services are prohibited is strictly forbidden.

4. Connected Equipment, Orders, Payments, and Cost-Sharing

Connected Equipment and Remote Monitoring

Unika or its Affiliates may provide you with connected monitoring equipment (such as RPM blood pressure monitors, weight scales, or Continuous Glucose Monitoring (CGM) sensors) or interface with third-party devices. Equipment provided by Unika is for your sole use in receiving CCM, RPM, APCM, or CGM services. You agree not to tamper with the equipment or allow others to use it. If you stop receiving services, you agree to return any Unika-provided equipment upon request.

Billing and Cost-Sharing

Billing for clinical management services (CCM, RPM, APCM, CGM) is handled by your Provider, who may bill your insurance (including Medicare or Medicaid). You acknowledge responsibility for any non-covered amounts, copayments, or deductibles as determined by your insurance, unless you are participating in a specific model (such as the CMS ACCESS Model) where Unika or your Provider has explicitly elected to waive beneficiary cost-sharing ($0 cost-sharing).

Online Payments and Transactions

For any direct purchases or financial transactions conducted through the Site, you authorize Unika or its third-party payment processors to securely process your designated payment method. You represent and warrant that all payment information provided is true, accurate, and authorized.

5. Eligibility; Account Access, Security, and Passwords

You agree to accurately and truthfully create your Unika Account (“Account”), including your credentials. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities occurring under your Account. You agree to notify Unika immediately of any actual or suspected unauthorized use of your Account. Unika reserves the right to revoke or suspend Account access at any time.

You are prohibited from violating or attempting to violate the security of the Site, including probing system vulnerabilities, accessing unauthorized data, or utilizing automated scrapers, bots, or crawlers.

6. Electronic Communications

When you use the Site or send emails, text messages, or digital communications to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

7. Consent to Receive Calls, Automated Text Messages, and AI Voice Communications, and Video Recording

Pursuant to the Telephone Consumer Protection Act (TCPA) and applicable laws, by providing your phone number and using the Site, you provide express authorization to Unika and Unika Affiliates to contact you via telephone calls, text messages (SMS/MMS), and automated or AI-generated voice systems regarding your care, including treatment reminders, appointment management, prescription updates, and clinical coordination.

• AI Voice Interactions: You acknowledge that voice communications may be conducted with AI voice agents and that calls may be securely recorded and transcribed for medical record-keeping, quality assurance, and care team review into integrated EHR systems.
• Telehealth Video & Audio Recording: If you participate in telehealth video or audio visits with a Provider through the Site, you explicitly acknowledge and consent that the audio and video portions of the visit may be securely recorded, transcribed, and stored for clinical treatment, medical record-keeping, quality assurance, and care coordination purposes into integrated EHR systems.
• Opt-Out Right: You retain the right to revoke consent for automated communications at any time by replying "STOP" to any text message, stating “STOP” or “Opt-out” to our or our Affiliates’ AI voice agent during a call, or contacting Unika directly.

8. Ownership of the Site and Intellectual Property

All pages, interfaces, software, content, and materials within this Site are the property of Unika or its licensors. The Site is protected by United States and international copyright, trademark, and intellectual property laws. Unika grants you a limited, revocable, non-transferable, non-exclusive license to access and use the Site for personal, non-commercial purposes in accordance with these Terms. You may not reproduce, duplicate, copy, sell, or exploit any portion of the Site without express written consent from Unika.

9. Users Under 18 Years Old

If you are under eighteen (18) years of age, your parent or legal guardian must create the Account and agree to these Terms of Use on your behalf. Users under 13 may only access the Site with direct parental supervision and consent.

10. Accuracy of Information and Functionality

Unika attempts to ensure the integrity and accuracy of the Site, but makes no guarantees as to its correctness. Unika reserves complete discretion over the operation, modification, or discontinuation of any feature or functionality of the Site or Services at any time without notice.

11. Links to Third-Party Sites

The Site may contain links to independent third-party websites. Unika does not endorse and is not responsible for the content, privacy policies, or practices of any third-party websites. Accessing third-party sites is entirely at your own risk.

12. User Information and EHR Data Transmission Authorization

You are solely responsible for any information, health data, assessments, photographic images, or communications you submit or transmit through the Site (“User Information”). You represent and warrant that all User Information is accurate and lawful.

Data Transmission to EHR Systems

You explicitly authorize the secure, automated electronic transmission of your reported health metrics, test results, and device data directly into Unika’s integrated Electronic Health Record (EHR) systems for care team review and clinical coordination.

Unika or your Provider may de-identify your information in accordance with applicable HIPAA standards. De-identified data may be used for analytics, research, or technological demonstration purposes.

13. CAN-SPAM and TCPA Compliance

Unika is committed to full compliance with the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA). If you believe you have received unauthorized communication, please contact us immediately.

14. Disclaimer of Warranties

UNIKA DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. THIS SITE AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, CONNECTED MONITORING SERVICES, AI-POWERED FEATURES, AND LINKED WEBSITES. UNIKA DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL RESULT IN SPECIFIC CLINICAL OUTCOMES OR PRESCRIPTIONS.

15. Limitation of Liability

EXCEPT AS SPECIFICALLY PROVIDED BY LAW, UNIKA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF INDEPENDENT PROVIDERS. UNIKA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE THE SITE OR SERVICES.

TO THE EXTENT ANY LIMITATION OF LIABILITY IS NOT ENFORCEABLE BY LAW, UNIKA’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THE SITE OR SERVICES IS LIMITED TO $500 (FIVE HUNDRED DOLLARS).

16. Indemnification

You agree to defend, indemnify, and hold harmless Unika, Unika Affiliates, and Providers from and against any third-party claims, liabilities, losses, damages, costs, and legal fees arising out of: (i) your misuse of the Site or Services; (ii) your breach of these Terms of Use or Privacy Policy; or (iii) any User Information or data you transmit through the Site.

17. Supplemental Terms Applicable to Providers

If you are a healthcare practitioner accessing the Site (a “Provider”), you represent that you are a licensed physician or qualified health care professional under applicable state laws. Your clinical relationship is strictly between you and the patient. Unika does not practice medicine. Providers are solely responsible for all clinical decisions, medical advice, diagnoses, treatment plans, and compliance with applicable professional board rules and health regulations.

18. Governing Law and Severability

All matters relating to the Site, Services, and these Terms of Use shall be governed by and construed in accordance with the laws of the State of California, without giving effect to choice of law principles. If any provision of these Terms is found unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

19. No Liability for Select Third Parties

Your wireless carrier, mobile device manufacturer, operating system developer (e.g., Apple, Google), health data platform operators (e.g., Apple Health®, Google Fit®), third-party monitoring device manufacturers, and application store operators (collectively, “Select Third Parties”) are not parties to these Terms of Use. Unika, and not Select Third Parties, is responsible for addressing claims regarding the Site. Select Third Parties disclaim all express or implied warranties regarding the Site and Services.

20. Application Support and Contact Information

All support requests, questions, or concerns regarding the Site or Services must be directed directly to Unika Health, Inc.

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