Certain Services are only offered to members of participating health plans who are 18 years of age or older. By registering as a Member, you warrant that: (i) you are legally capable of entering into binding contracts; (ii) you are at least 13 years old and if younger than 18 years old, that your registration is done so with the consent of a parent or legal guardian; (iii) all information you submit to the Services (including registration information) is truthful and accurate; (iv) you will maintain the accuracy of information submitted to the Services (including registration information); (v) your use of the Services does not violate any applicable law or regulation. The Services are available only to eligible users in the United States who are 13 or older. Children under the age of 13 are not permitted to use or otherwise access the Services.

These terms and conditions (“Terms”) are a binding contract between Trims Weight Loss LLC (“Trims”, “us”, “our,” or “we”), and you.

These Terms contain the terms and conditions on which we supply content, products, software, and services to you through our website and all subdomains of gettrims.com (the “Website”), our mobile applications (the “App(s)”) or via partner applications or other delivery methods (the Website and such content, products, programs, pilot programs, services, software, and the Apps are collectively referred to herein as the “Services”). You must agree to these Terms before using the Services. By using the Services, you agree to be bound and to abide by these Terms and all applicable laws, rules, and regulations. If you do not agree to these Terms, you may not use the Services.

All references to “you” and “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity or another individual, you represent and warrant that you have the authority to bind that entity or individual, your acceptance of the Terms will be deemed an acceptance by that entity or individual, and “you” and ”your” herein shall refer to that entity, its directors, officers, employees, and agents.

1. TRIMS SERVICES

Trims provides real-time chat-based digital coaching and health-related information to our users. Services include, without limitation, the following programs: Heart Health, Wellness or Well-being Coaching (the “Wellness Coaching”), and the Weight Management Solution, which includes the Healthy Weight Program and GLP-1 Companion Program (together, “Programs”). Trims is not a healthcare provider, but for some Programs, Trims provides a platform for users to connect with healthcare providers and to receive care via telehealth. Trims works with independent affiliated healthcare providers (“Providers”) to facilitate users’ access to telehealth services through its Website and/or Apps. In addition, users participating in some Programs may be eligible to receive a third-party personal health-related device to help them better engage with the program. Please consult with your healthcare provider to determine whether the Services are appropriate for you.

NOTE: Some Services may be subject to additional guidelines, rules, or terms that are made available to you on the Services and govern the applicable Services. The Services can be accessed through a compatible Device. As used herein, the term “Device” refers to the device that is used to access the Services, including but not limited to computers and smartphones.

2. WHO MAY USE THE SERVICES

2.1 You may use the Services only if you can form and agree to form a binding contract with Trims and are not a person barred from receiving the Services under the laws of the applicable jurisdiction. If Trims has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.

2.2 In addition, the Services are available only to eligible users in the United States who are 13 or older. Children under the age of 13 are not permitted to use or otherwise access the Services. Certain Services are only offered to members of participating health plans who are 18 years of age or older.

2.3 Children who are 13 or over but are younger than the age of majority in their jurisdiction of residence (“Minors”) may use the Services. If you are a parent or guardian and you allow your Minor to use the Services, you are responsible for your Minor’s use of the Services and you and the Minor shall be deemed to agree to these Terms and the Trims Privacy Policy.

2.4 In addition to the foregoing, access to the Services may be denied depending on eligibility, personal health circumstances, and other reasons at our discretion.

3. MEMBERSHIPS

3.1 REGISTRATION; ACCOUNT; ELIGIBILITY

Certain aspects of the Services are available only to those who register for an account (each a “Member”). To register as a Member and depending on the manner in which you access the Services, you may need to provide your email address for purposes of creating a username and also create a password to be used in conjunction with that username. You are responsible for maintaining the confidentiality of your Member account and password and for restricting access to your Device. Please use a strong password and limit its use to your Member account. We will not be liable for any loss or damage arising from your failure to comply with the above. You are solely responsible for providing the correct name and insurance plan details upon registering for Trims and all activity that occurs on your Member account. We may assume that any communications or content under your Member account have been made by you. You must notify Trims immediately of any breach of security or unauthorized use of your Member account.

Some features of our Services are available only to people who meet certain health eligibility criteria. We also may limit the availability of the Services only to people who are eligible through health insurance plans, employers, healthcare companies, government programs, or other third-party partners (“Sponsored Plan”). Access to these programs and services may depend on whether you are eligible through membership in your health plan, your employment, or your association with a participating Trims partner. If you are eligible, you may participate in the applicable Trims programs or services, and such programs and services may be made available at no additional cost to you. Eligibility requirements for Trims programs may differ by Sponsored Plan, and such Sponsored Plans may change such that your eligibility for the Services is modified or terminated.

3.2 OUT-OF-NETWORK COVERAGE

Some health plans may cover Trims programs and services as an out-of-network benefit. If you are eligible to participate through an out-of-network benefit of your health plan, then, by registering as a Member you give Trims permission to bill your health insurance plan for the out-of-network costs of the program. When we do so, your health insurance plan may reimburse Trims in-whole or in-part. If your health plan declines to reimburse Trims, or reimburses Trims only in part, then we will not seek any payment (including any co-pay) from you. However, Trims reserves the right to exclude you from continuing to participate in our program if your health plan declines coverage. If required by your Health Plan, Trims may contact your health plan on your behalf to obtain pre-authorization for you to enroll in Trims.

In order for Trims to directly bill your insurance company for the cost of out-of-network services, you agree as follows:

That by enrolling, you request that payment of authorized insurance benefits, including Medicare if you are a Medicare beneficiary, be made on your behalf to TRIMS WEIGHT LOSS LLC, for any covered services provided to you by Trims.

You authorize the release of any medical or other information necessary to determine these benefits or the benefits payable for related equipment or services to Trims, the Centers for Medicare & Medicaid Services (CMS), your insurance carrier, or another medical entity. A copy of this authorization will be sent to CMS, your insurance company, or another entity if requested. The original will be kept on file by Trims.

This assignment of benefits shall remain in effect unless revoked by you in writing.

3.3 REPRESENTATIONS

By registering as a Member, you warrant that: (i) you are legally capable of entering into binding contracts; (ii) you are at least 13 years old and if younger than 18 years old, that your registration is done so with the consent of a parent or legal guardian; (iii) all information you submit to the Services (including registration information) is truthful and accurate, and you shall keep such information updated to maintain accuracy; (iv) you will maintain the accuracy of registration information; (v) your use of the Services does not violate any applicable law or regulation.

The Services are available only to eligible users in the United States who are 13 or older. Children under the age of 13 are not permitted to use or otherwise access the Services. Certain Services are only offered to members of participating health plans who are 18 years of age or older.

3.4 MEMBERSHIP RULES GENERALLY

As a Member, you will receive access to certain sections, features, and functions of the Services. We may send Members occasional special offers and marketing-based communication emails. You can unsubscribe from these emails by following the opt-out instructions in these emails.

You can control some communications from or related to the Services. We may need to provide you with certain communications, such as service announcements, information about your Member account, and administrative messages, which you may receive via email, text message, or push notification. These communications are considered part of the Services and your Member account, and you may not be able to opt-out of receiving them. In addition, in connection with your use of the Services, you expressly consent to receive communications from Trims via text messaging to your Device via the Trims App or SMS. You may communicate with us via email or by text message, and Members may also request communications from us via email or text message. By registering for the Services or communicating with us via email or text message, you are acknowledging and accepting the risks associated with using unencrypted email or text to communicate with us, particularly where you request communications that may include health information about you or others.

Trims reserves the right, but not the obligation, to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to Member support requests, (v) protect the rights, property, or safety of Trims, its users, and the public, or (vi) as consistent with our Privacy Policy.

3.5 CANCELLATION BY YOU

You may cancel your Membership at any time. Please make any such cancellation through your account settings in the mobile application.

3.6 CANCELLATION BY US

Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Services and may subject you to legal liability. We may suspend or terminate your use of the Services at our discretion, including as a result of your fraud or breach of any obligation under these Terms. Services available to you may also change or be terminated based on your Sponsored Plan. Termination or suspension may be immediate and without notice.

4. PROGRAMS AND FEATURES

4.1 COACHING, GOALS, MISSIONS, AND MILESTONES

Trims’ Heart Health and Wellness Coaching programs provide digital coaching to help you, among other things: (i) set and track your progress toward achieving health-related goals, missions, and milestones; (ii) access additional informational health-related resources that may be available to you; (iii) review articles and other health and wellness-related content; and (iv) participate in health or wellness-related communities or discussion forums. These programs may be referred to as a different name depending on your Sponsored Plan. Certain programs may require you to select one or more health-related goals (“Goals”), which will help determine the content and activities that are presented to you. You may progress towards achieving your goals by participating in “Missions,” and you may track your progress and reach “Milestones” by logging activity, meals, or weight (i.e., through “Tracking”). Goals, Missions, Tracking, Milestones, and other content may differ in type and availability depending on the program and Sponsored Plan.

4.2 SCREENING QUESTIONS

Certain programs may include “Screeners,” which are questions for which we will use your answers to tailor the digital coaching experience, recommend Missions and other healthy activities to help you achieve your Goals, provide health-related educational content, and connect you with additional health-related resources. Screeners may differ in content and availability depending on the program and Sponsored Plan.

4.3 HEART HEALTH

Trims’ Heart Health Program is designed to help a user manage or reduce the risk of cardiovascular disease (CVD) by providing access to weight loss coaching, ASCVD risk assessments, medication adherence reminders, tobacco cessation counseling, and other features. Eligibility requirements include meeting certain health-related criteria including being diagnosed with or at risk for cardiovascular disease.

4.4 WELLNESS OR WELL-BEING COACH

Trims’ Wellness Coaching program is designed to help a user develop healthy habits and manage and improve their general health and wellbeing. Depending on the Sponsored Plan, the Wellness Coaching program may be referred to as “Well-being Coach.”

4.5 WEIGHT MANAGEMENT SOLUTION – HEALTHY WEIGHT AND GLP-1 COMPANION PROGRAMS

Trims’ Healthy Weight Program is an integrated wellness and weight management digital coaching program intended for those who are not on a GLP-1 (as defined below) medication, yet who wish to improve their health, manage their weight, and help prevent the onset of future conditions. The Healthy Weight Program promotes overall patient wellness through personalized guidance on weight loss, behavioral health, tobacco cessation, diet, sleep, physical activity, and general health and well-being. It features the use of data from a connected cellular scale to evaluate weight loss trends and to provide personalized coaching that incorporates individualized weight loss or weight management goals.

Trims’ GLP-1 Companion Program is an integrated chronic disease prevention and management program that is intended for users who have been prescribed a semaglutide, tirzepatide, dulaglutide, liraglutide, or similar weight loss medication (collectively, “GLP-1”) by a medical provider for the treatment of obesity. The GLP-1 Companion Program incorporates expert digital health coaching and a connected Device, and helps users make lifestyle changes necessary for the successful treatment of obesity in support of their clinical journey. The GLP-1 Companion Program includes personalized AI-based coaching on physical activity and sleep, nutrition counseling, medication adherence, injection education, symptom checking with escalations for users to schedule an appointment with their provider, appointment reminders, structured weight management and general GLP-1 educational curriculum during medication administration lifecycle, weight goal setting and progress tracking, a connected cellular scale with weigh-in reminders for users and ongoing monitoring for sustained weight loss goals. Additional program features include promotion of overall user wellness through personalized guidance on behavioral health, tobacco cessation, and stress management.

The Trims Weight Management Solution (consisting of the Healthy Weight Program and GLP-1 Companion Program) provided by Trims, is not intended to offer diagnosis or treatment for weight loss–rather, it is solely intended to provide information to help you achieve your health and wellness goals. However, the program also offers you the ability to access clinical care, which is provided by Trims’ affiliated Providers, including OpenLoop Healthcare Partners, PC, OpenLoop Healthcare Partners California, PC, OpenLoop Healthcare Partners Colorado, PC, OpenLoop Healthcare Partners New Jersey, PC, and OpenLoop Healthcare Partners Wisconsin, SC (collectively “OpenLoop”). The decision to access diagnostics, treatment, recommendations, and other clinical healthcare services rests with you and your Open Loop telehealth provider. Open Loop telehealth providers are not agents of Trims or owned or controlled by Trims. OpenLoop is a Third Party Service, as defined below.

4.6 DEVICES

To help Members fully participate in the Program, you may be eligible to receive a Third Party Personal Health Device (as defined in Section 10 below), at no additional cost to you. The ability to earn a Third Party Personal Health Device may vary by Sponsored Plan and may contain minimum program engagement requirements, such as weighing in, completing Missions, and logging activity or meals. Eligibility determinations are made by Trims at its sole discretion.

4.7 COMMUNICATIONS WITH A LIVE COACH

Certain Trims programs may allow you to contact live wellness coaches (“Individuals”) who may be available to communicate with you in order to help you achieve your health and wellness goals. These Individuals are not Providers and are solely available to assist you in your health and wellness journey and provide general information regarding health and wellness issues, including, for example, stress management, healthy eating, and developing healthy exercise and sleep habits. Any communication with these Individuals is not intended: (i) for the purpose of diagnosing, curing, or treating any disease or condition, (ii) to be a substitute for professional medical advice, guidance, diagnosis, or treatment, or (iii) to be a substitute for advice from a registered or state-licensed dietitian or nutritionist, or medical nutrition therapy for the purpose of the treatment or management of disease. Any such communications will be conducted in accordance with Trims’ Privacy Policy.

4.8 PILOT PROGRAMS, USER TESTING OR INTERVIEWS, AND FEEDBACK

From time to time and depending on your Sponsored Plan, you may be eligible to voluntarily participate in a new Trims program or “pilot program” that is made available to certain Members on a limited basis. You may have to meet certain health-related or other criteria to participate. In addition, you may be contacted by Trims about participating in user testing or user interviews for the purpose of obtaining your feedback regarding your experience with Trims programs. Participation is voluntary, and by choosing to participate, you agree that Trims may record interviews with you and may use information that you provide to create summaries, presentations, insights, or plans (collectively, the “Materials”). You agree that Trims may reproduce the Materials for its own business purposes and that all right, title, and ownership in and to the Materials, including any copyrights, shall be the exclusive property of Trims. Your participation in any pilot programs, user testing, or user interviews may be subject to additional terms and conditions or consents, but in any event, these Terms will apply.

Any feedback, comments, questions, or suggestions (collectively, “Feedback”) you may provide regarding the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions without any obligation to you. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against Trims any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback shall survive any termination of your Member account, these Terms, or the Services.

4.9 COMMUNITIES

Trims manages a Facebook group that is open to Members because research shows that positive social and community support can help people reach their health and wellness-related goals. You may be invited to join the Facebook group while participating in a Trims program. Your participation in a Facebook group is voluntary. In addition to any terms and conditions imposed by Facebook, you must agree to certain rules and standards to join, and Trims may, but does not have the obligation to, monitor your activity to help ensure adherence to rules and standards. You agree that posts may be removed without warning if they are deemed by Trims to violate these rules, or for any other reason, in Trims’ sole discretion. While Trims may in its discretion monitor and remove posts, you acknowledge and agree that we do not do so routinely, and we are not the authors of, and are not responsible for, content posted by Members. Anything you post on a Facebook group may be visible to other group members, so do not post personal content that you do not wish to be made public. It is important to know that other Members who post information or opinions may not have medical or other relevant training or expertise. Do not treat anything posted as medical advice. Do not seek a diagnosis for or advice about your specific condition. Never disregard or delay seeking professional medical advice from a qualified healthcare provider because of something you read on our Facebook group or as part of the Services.

5. WE DO NOT PROVIDE MEDICAL ADVICE; TALK WITH YOUR DOCTOR

TRIMS PROVIDES HEALTH & WELLNESS INFORMATION, SOFTWARE TOOLS THAT SUPPORT THE DELIVERY OF PROGRAMS, NON-CLINICAL “LIVE” COACHING SERVICES, AND NON-CLINICAL ADMINISTRATIVE AND OPERATIONAL SERVICES FOR ITS AFFILIATED PROVIDERS TO FACILITATE YOUR ACCESS TO CLINICAL CARE. TRIMS IS NOT A MEDICAL PRACTICE, DOES NOT OWN OR CONTROL THE PROVIDERS, AND HAS NO INFLUENCE OVER THE CLINICAL DECISION-MAKING OF ITS AFFILIATED PROVIDERS. OUR SOFTWARE IS NOT A MEDICAL DEVICE, NOR DOES TRIMS DISPENSE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE SERVICES CANNOT AND ARE NOT DESIGNED, INTENDED, OR APPROPRIATE TO REPLACE THE RELATIONSHIP BETWEEN HEALTH CARE PROFESSIONALS AND PATIENTS OR TO ADDRESS SERIOUS, EMERGENT, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY. ALWAYS SEEK THE ADVICE OF A QUALIFIED MEDICAL PROFESSIONAL WITH ANY QUESTIONS YOU MAY HAVE ABOUT YOUR HEALTH AND BEFORE UNDERTAKING OR CHANGING AN EXERCISE REGIMEN, PHYSICAL ACTIVITY, DIET, WEIGHT LOSS PROGRAM, COURSE OF MEDICAL TREATMENT, OR TAKING ANY DRUGS, MEDICINES, OR SUPPLEMENTS.

Any medical advice provided by a Provider using information from the Services is based on the personal health data you provide. If you do not provide complete and accurate personal health information, the medical advice you receive may not be accurate or appropriate. The Services and/or any data derived from the Services are in no way intended to replace the independent clinical judgment of a qualified healthcare professional.

FURTHER, ACCESSING A PROVIDER THROUGH OUR SERVICES IS NOT AN ENDORSEMENT OR RECOMMENDATION OF SUCH PROVIDER BY TRIMS. THE MEDICAL ADVICE DISPENSED TO YOU BY YOUR HEALTHCARE PROVIDER OR ANY OTHER PROFESSIONAL IS NOT UNDER OUR CONTROL.

We do not confirm the credentials of any Provider you access through the Services. We do not validate that any such persons are in good standing with their respective licensure board(s) or that they are using the Services in accordance with laws applicable to the practice of medicine. It is YOUR responsibility to separately confirm that a Provider is in good standing with his or her respective licensing board(s) and to exercise whatever other due diligence you feel is appropriate in selecting and maintaining your choice of healthcare professionals.

Any health information and links on the Services, whether provided by Trims or by an outside entity, are provided simply for your information and convenience. The information or materials on the Services are intended for general informational purposes only and are intended to support the relationship between you and your healthcare providers, not replace it. Trims is not liable or responsible for any actions taken due to your having read or been told about such information or materials. In particular, to the fullest extent permitted by law, Trims gives no representation or warranties about the accuracy, completeness, or suitability for any purpose of the materials or information published on the Services.

Trims does not endorse any specific product, service, or treatment plan, and the benefits thereunder are subject to the terms of the applicable benefit agreement.

6. PROHIBITED USE OF THE SERVICES

You are prohibited from and agree not to:

6.1 Upload, post, email, or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files, or programs designed to interrupt, harm, damage, destroy, or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Services or the Services themselves such as a virus, “spyware,” “adware” or other code that could adversely impact the Services.

6.2 Use any robot, spider, scraper, or other automated means or interface not provided by us to access the Services or extract data or gather or use information, such as email addresses, available from the Services, or transmit any unsolicited advertising, “junk mail,” “spam,” or “chain letters,” or engage in any spamming or spimming.

6.3 Interfere with the servers or networks underlying or connected to the Services or to violate any of the procedures, policies, or regulations of networks connected to the Services including accessing, tampering with, or use of non-public areas of the Services, Trims’ computer systems, or the technical delivery systems of Trims’ service providers.

6.4 Take any action which might impose a significant burden (as determined by us) on the Services’ infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Services including attempting to probe, scan, or test the vulnerability of the Services or breach any security or authentication measures.

6.5 Reverse engineer any licensed software, application, or any other aspect of the Services or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content, or code of the Services.

6.6 Access or use the Services in any way that is not in compliance with any applicable local, state, national, or international law (including export laws and criminal laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by us), or other than in full compliance with these Terms.

6.7 Impersonate any other person while using the Services, create more than one account, conduct yourself in an offensive manner while using the Services, or use the Services for any illegal, immoral, or harmful purpose.

6.8 Alter information on or obtained from the Services, including without limitation engaging in any automated use of the system, such as using scripts to alter our content.

6.9 Resell any Services.

6.10 Download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell, or otherwise exploit any content, code, data, or materials on the Services.

6.11 Copy, distribute, republish or transmit in any way, without our prior written consent any Proprietary Content (as hereinafter defined).

6.12 Use the Services for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes).

6.13 Upload, post, or otherwise submit to or through the Services data with content that is illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, untrue, misleading, harmful, threatening, abusive, harassing, vulgar, invasive to another person’s privacy or protected data, encourages conduct that would be considered a criminal offense, violates any law, or is otherwise inappropriate.

6.14 Advertise any product or service or solicit business through the Services.

6.15 Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm us or users of the Services or expose them to liability, or otherwise interfere with or attempt to interfere with the proper working of the Services.

6.16 Access content or data not intended for you, or log onto a server or account that you are not authorized to access.

6.17 Provide false, misleading, or inaccurate information to us or any other user.

6.18 Attempt to indirectly undertake any of the foregoing, or encourage or enable any other individual to do any of the above.

Any breach of the provisions of this Section 6 may also constitute a crime under applicable laws. Appropriate legal action may be taken for any illegal or unauthorized use of the Services and we may report any such breach to the relevant law enforcement authorities and cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately.

7. PROPRIETARY CONTENT

You must respect the intellectual property laws protecting Trims and the Services. Any content available through the Services, including software (whether downloadable or not), text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information, and other works of authorship (collectively, “Proprietary Content”) is owned by Trims or its licensors and protected by the intellectual property rights of Trims or its affiliates and/or third-party licensors, where applicable.

You acknowledge and agree that certain content made available through the Services is the property of third-party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions within these Terms against you.

Subject to your compliance with these Terms, Trims grants you a limited, non-exclusive, non-assignable, non-sublicensable, revocable, license to use the Services as it is provided to you by Trims solely for your personal use and only in a manner that complies with these Terms and all legal requirements that apply to you or your use of the Services. Trims may revoke this license at any time, in its sole discretion.

8. TRADEMARKS

Trims, the Trims logo, and all other Trims product or service marks are trademarks of Trims. All intellectual property, other trademarks, logos, images, product, and company names displayed or referred to on the Website or the Services are the property of their respective owners. Nothing grants you any license or right to use, alter, remove, or copy such material. Your misuse of the trademarks displayed on the Services is strictly prohibited. Trims will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

9. MEMBER CONTENT

Trims may enable you to post, upload, store, share, send, or display photos, images, video, data, text, comments, and other information and content (“Member Content”) via the Services. You retain all rights to Member Content that you post in connection with the Services. By making Member Content available on or through the Services, you hereby grant to Trims a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, publicly display, publicly perform, reproduce, translate, create derivative works from, and distribute the Member Content, in whole or in part, including your name and likeness, in any media. The rights you grant us in this section are only for the limited purpose of offering and improving the Services and are subject to our obligations under our Privacy Policy and applicable laws, such as HIPAA.

You are responsible for Member Content. You represent and warrant that you own the Member Content or that you have all rights necessary to grant us a license to use the Member Content as described in these Terms. Without limitation, you represent and warrant that your Member Content is not of a type that you do not have a right to transmit under any law or under contractual or fiduciary relationships, such as proprietary and confidential information. You further agree not to submit Member Content that identifies any individual (including by way or name, address, or a still picture or video) under the age of 18. If you submit Member Content that identifies any individual over the age of 18, you represent and warrant that you have that person’s consent to being identified in exactly that way in your Member Content.

Trims is under no obligation to restrict or monitor Member Content in any way. TRIMS DOES NOT REGULARLY MONITOR THE ACCURACY OR RELIABILITY OF MEMBER CONTENT. However, Trims reserves the right to modify or remove any Member Content at any time, or to restrict, suspend, or terminate your access to all or any part of the Services, particularly where Member Content breaches these Terms, and we may do this with or without giving you any prior notice unless otherwise prohibited by our Privacy Policy or applicable law.

Any opinions, advice, statements, services, offers, or other information or Member Content expressed or made available by third parties, including other users, are those of the respective author(s) and not of Trims. Trims neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Services. We make no warranties or representations, express or implied, about Member Content, including as to its legality or accuracy. We disclaim all liability in connection with Member Content to the extent permitted by law.

10. THIRD-PARTY APPS/SERVICES/DEVICES

Our Services may contain interfaces with personal health devices, including, but not limited to, digital scales, fitness trackers, blood pressure monitors, and glucometers (collectively “Third Party Personal Health Device(s)”) or links to other applications, websites, or online services, such as those telehealth services provided by OpenLoop (collectively, “Third Party Services”), owned and operated by third parties over which Trims has no ownership or control.

Third Party Personal Health Devices

You acknowledge that your use of any Third Party Personal Health Devices is at your sole discretion and for your information only. We do not review or endorse any Third Party Personal Health Devices or Third Party Services. Trims does not manufacture the Third Party Personal Health Devices. Accordingly, Trims does not offer, and expressly disclaims, all device or product warranties with respect to the Third Party Personal Health Devices. The manufacturer of your Third Party Personal Health Device(s) may or may not offer a warranty, and Trims is happy to assist you in accessing any applicable manufacturer warranties that may be available to you. Please contact us at [email protected] for assistance.

We are not responsible in any way for: (i) the availability, accuracy, functionality, validity, quality, legality, or recommendations of, (ii) the privacy practices of, (iii) the content, advertising, products, goods, or other materials or resources on or available from, or (iv) how you use these Third Party Personal Health Devices and Third Party Services. We are also not responsible for any damage, loss, or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such Third Party Personal Health Devices and Third Party Services. Your use of any Third Party Personal Health Devices and/or Third Party Services is at your own risk and subject to the terms and conditions of use for such devices and services.

Third Party Services

If you choose to access Third Party Service, you will leave our Services and be redirected to an environment owned and controlled by an external third party. You acknowledge and agree that the Third-Party Services may have different privacy policies, terms of use, user guides, and/or business practices (collectively, “Third-Party Rules”) than Trims, and that your use of such Third-Party Services is governed exclusively by the respective Third-Party Rules. We may provide links to Third-Party Sites to you as a convenience, and we do not verify, make any representations, or take responsibility for such Third-Party Services, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content, application, links displayed, the quality of the services, and/or any other activities conducted on or through such Third-Party Services.

YOU AGREE THAT TRIMS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, BUSINESS PRACTICES, INFORMATION, RESOURCES, APPLICATIONS, AND OTHER CONTENT (“Third Party Matters”) AVAILABLE ON OR THROUGH ANY THIRD-PARTY SERVICES OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE THIRD PARTY MATTERS. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO BE BOUND BY THOSE ADDITIONAL TERMS AND CONDITIONS, DO NOT USE THE RELATED THIRD-PARTY SERVICES.

Any reference in the Services to any product, service, publication, institution, organization of any third-party entity, or individual does not constitute or imply our endorsement or recommendation.

In the event of any inconsistency between terms of use relating to Third-Party Services and these Terms, those additional terms and conditions will control with respect to such Third-Party Services. Our affiliated Providers may collect and use certain information about you, as specified in the Providers’ privacy policies. Prior to providing information to any Provider, You should review their privacy policy. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO THE TERMS OF A THIRD-PARTY SERVICE PROVIDER’S PRIVACY POLICY OR TERMS OF USE, YOU SHOULD NOT USE THE RELATED THIRD-PARTY SERVICES. WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY OF YOUR INFORMATION COLLECTED OR USED BY THIRD-PARTY SERVICE PROVIDERS.

The Services must not be framed on any other website, nor may you create a link to any part of the Website or Services unless you have written permission to do so from Trims. We reserve the right to deny linking permission in our sole and absolute discretion. If you wish to make any use of material on the Website or the Services, please address your request to [email protected].

In-App Modules Powered by Third-Party AI Vendor

Certain Trims Programs may include food logging and coaching modules, within the Trims mobile application, that are powered by a third-party AI vendor. These modules can provide calorie and nutritional information as well as dietary guidance regarding your meals based on your interactions with the mobile applications and your input. Trims may share certain information with the third-party AI vendor such as your age, gender, primary health goals, meal preferences, and previously logged meals for the above purposes. Trims provides these modules on an as-is and as available basis with no representations or warranties of any kind. Please note that AI technology has limitations with respect to food calculations and dietary coaching. For example, nutritional information can vary based on factors like portion size, preparation methods, regional dietary practices, and brand variations. In addition, the third-party AI technology may not have access to the most recent or specific information on certain food products or dietary trends that have emerged after its knowledge cut-off. The third-party AI technology may not provide accurate information on common allergens and dietary considerations and is not a substitute for professional medical advice.

11. NO COMMERCIAL USE

The Services are not intended for commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges, termination of your Member account, and the immediate cessation of your right to use the Services.

12. AVAILABILITY OF SERVICES

Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements, and we cannot guarantee that the Services will be fault-free. If a fault occurs in the Services, please report it to us at [email protected]. If the need arises, we may suspend access to the Services while we address the fault. We will not be liable to you if the Services are unavailable for any period of time.

Your access to the Services may be occasionally restricted to allow for repairs, maintenance, or the introduction of new facilities or Services. In the event that the Services are unavailable, you may notify us via email at [email protected].

13. SERVICES DISCLAIMERS

The information available via the Services is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the Services or the information contained on the Services for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

14. WARRANTIES; DISCLAIMERS OF WARRANTIES

Trims provides the Services on an “as is” and “as available” basis. To the maximum extent permitted by law, Trims makes no representations, warranties, or conditions of any kind, express or implied, as to the operation of the Services or the information, software, or content included in the Services, including any health information available on or through the Services. Trims makes no representations or warranties that the Services will be uninterrupted, error-free, virus-free, secure, or timely. To the maximum extent permitted by law, Trims expressly disclaims all representations, warranties, or conditions of any kind, whether express or implied, including the implied representations, warranties, or conditions of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from a course of dealing, trade, usage, or performance. No advice or information, whether oral or written (unless signed by both parties), obtained from Trims or through the Services, will create any warranty not expressly made in these terms.

Some jurisdictions do not allow limitations on implied warranties, and therefore some of the above limitations may not apply to you. We urge you to keep backup copies of your Member Content, if any, that you maintain on or use with the Services. If your use of the Services results in the need for servicing or replacing property, material, equipment, or data, we are not responsible for any resulting costs or damages.

In addition, Trims is not liable for:

14.1 Faulty operation of Devices, incorrect or overly slow transmission of data by the internet provider, and/or any personal damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).

14.2 Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data, or other property caused by you accessing, using, or downloading from the Services, or from transmissions via emails or attachments received from us.

14.3 Any use of Third Party Services or Third Party Personal Health Devices.

15. LIMITATION ON LIABILITY

TRIMS IS NOT LIABLE TO ANY USER OR PERSON FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY PROVIDERS, WHETHER OR NOT RELYING UPON INFORMATION COLLECTED, GENERATED, OR STORED VIA THE SERVICES. IF YOU ARE DISSATISFIED WITH THE HEALTHCARE SERVICES YOU ARE RECEIVING FROM A PROVIDER, YOU MAY HAVE ADDITIONAL REMEDIES REGARDING THE PROVISION OF HEALTHCARE SERVICES.

YOU ACKNOWLEDGE THAT IF YOU USE THE SERVICES DURING OR IN RELATION TO AN EMERGENT, SERIOUS, OR LIFE-THREATENING CONDITION, SUCH USE IS AT YOUR SOLE RISK. TRIMS IS NOT LIABLE TO YOU OR ANY PERSON FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION INCLUDED AS PART OF THE SERVICES.

To the maximum extent permitted by law, in no event shall Trims or its affiliates, suppliers, clients, or licensors be liable for any direct, indirect, special, incidental, consequential, exemplary, or punitive damages, lost profits, lost revenue, loss of data, loss of privacy, loss of goodwill, or any other losses arising from, or directly or indirectly related to, the use of, or the inability to use, the Services or the content, materials, and functions related thereto, even if we have been advised of the possibility of such damages and even in the event of fault, tort (including negligence) or strict or product liability. In no event shall Trims be liable for any Member Content or for any Third Party Services. In no event shall the total aggregate liability of Trims to you for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from these Terms or your use of the Services exceed, in the aggregate, the amount, if any, paid by you to Trims for your use of the Services during the previous 12 months or, if greater, $100.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so if you are a resident of any of those jurisdictions, the limitations above may not apply to you.

16. INDEMNITY BY YOU

You agree to hold Trims, and its subsidiaries, affiliates, officers, directors, employees, agents, attorneys, and suppliers, and each of their respective successors and assigns (collectively, the “Indemnified Persons”), harmless from, and indemnify them for, all damages, costs, expenses, and other liabilities, including reasonable attorneys’ fees and expenses, relating to any claim arising out of or related to: (i) your violation of these Terms and any applicable law or the rights of another person or party; (ii) any dispute you have with any Member of the Services; (iii) Trims’ resolution (if any) of any dispute you have with any Member of the Services; or (iv) your Member Content.

If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his settlement with the debtor or released party.” This release includes the criminal acts of others. If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

17. DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

17.1 Governing Law. These Terms and the relationship between you and Trims will be governed by the laws of the State of Texas without regard to its conflict of law provisions. You and Trims agree to submit to the personal and exclusive jurisdiction of the courts located within Houston, Texas, except that we reserve the right to bring a suit, action, or proceeding against you for breach of these Terms in your jurisdiction of residence or any other relevant jurisdiction.

17.2 Dispute Resolution. If a dispute arises between you and Trims, we aim to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you and Trims agree that we will resolve any claim or controversy at law or equity that arises out of these Terms or the Services (a “Claim”) in accordance with one of the subsections below.

17.3 Mandatory Arbitration. Any Claim shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Houston, Texas, in English, by a panel of three arbitrators, each of whom shall be selected in accordance with such rules. The arbitrators shall be familiar with the healthcare industry, and at least one shall be an attorney. The decision of the arbitrators shall be final and binding on the parties, and judgment on the arbitrators’ award may be entered in any court having jurisdiction. Each party shall bear its own attorneys’ fees and costs in connection with the arbitration and shall share equally in the fees and expenses of the arbitrators, unless the arbitrators rule otherwise.

17.4 Class Action Waiver. You and Trims agree that any arbitration shall be conducted in your and our individual capacities only and not as a class action or other representative action, and you and Trims expressly waive your right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

17.5 Exception – Small Claims Court Claims. Notwithstanding your and Trims’ agreement to arbitrate disputes, either you or we may assert claims, if they qualify, in small claims court in Houston, Texas, or any United States county where you live or work.

17.6 Exception – Intellectual Property. Notwithstanding your and Trims’ agreement to arbitrate disputes, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any third party’s intellectual property or other proprietary rights.

17.7 Arbitration Fees. Your responsibility to pay any arbitration filing, administrative, and arbitrator fees will be solely as set forth in the American Arbitration Association Rules.

17.8 Severability. If a court decides that any term or provision of this Section 17 is invalid or unenforceable, you and Trims agree to waive that term or provision and proceed with the arbitration or portion thereof that is enforceable. However, if the Class Action Waiver clause above is found to be invalid or unenforceable, then the entirety of this Section 17 shall be null and void.

18. GENERAL

18.1 Entire Agreement. These Terms constitute the entire agreement between you and Trims and govern your use of the Services, superseding any prior agreements between you and Trims.

18.2 Amendments. We may update or modify these Terms from time to time, with or without notice, and it is your responsibility to check these Terms regularly. Your continued use of the Services after any changes have been made constitutes your acceptance of the revised Terms.

18.3 Waiver and Severability of Terms. The failure of Trims to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

18.4 No Assignment. You may not assign your rights or obligations under these Terms without the prior written consent of Trims. We may assign our rights or obligations under these Terms without restriction.

18.5 Survival. Sections 5, 6, 7, 9, 10, 14, 15, 16, 17, and 18 of these Terms, as well as any other provisions that by their nature should survive, will survive the termination or expiration of these Terms and/or your use of the Services.

18.6 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.

CONTACT US
If you have any questions about these Terms or the Services, please contact us at [email protected].