Effective: August 25, 2022

Welcome to Cityblock Health, Inc.’s (“Cityblock” or “Us” or “We” or “Our”) website and related sites (“Site”). This Terms of Use Agreement (“Agreement”) covers uses of Our Site, although additional restrictions, conditions, policies and notices, including the Privacy Policy and Notices of Privacy Practices, and Cityblock Texting Program Terms of Use posted to or referenced on this Site also may apply. 

Before further accessing or otherwise using Cityblock’s Site, please read this Agreement carefully. 

Legally Binding Agreement 

THIS AGREEMENT FORMS A LEGALLY BINDING CONTRACT BETWEEN YOU AND CITYBLOCK. By using our Site, you agree to the terms of this Agreement, and affirm that you are able and legally competent to do so. We warrant that Cityblock validly entered into this Agreement and has the legal power to do so. If you do not agree to all terms set forth in this Agreement, you should not access or use Cityblock’s Site. If you have already accessed our Site, you should immediately leave and not return to our Site. 

Eligibility to Use Our Site

Our Sites are offered and available to users who are 18 years of age or older and reside in the United States or any of its territories. By using our Sites, you represent and warrant that you are of legal age to form a binding contract with Cityblock, meet all of the foregoing eligibility requirements, and have validly entered into this Agreement. If you do not meet all of these requirements, you may not access or use our Sites.

Intellectual Property

Cityblock’s Site, including all information, graphics, images, artwork, text, video clip, data compilations, software, HTML code, audio clip, trademark, service marks, logos, trade names, and other content provided on, in, or through our Site (collectively, “Cityblock Content”) are owned by Cityblock, Cityblock’s licensors, or other providers of such material and protected under applicable laws. Cityblock’s Content and Site are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. This Agreement permits you to access and use Cityblock’s Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, derive from, publicly display, publicly perform, republish, download, store, or transmit any Cityblock Content or  material on Cityblock’s Site. The following actions are permissible: 

• You may download, copy, or print one copy of Cityblock Content solely for your own personal, non-commercial use provided that you do not remove any copyright or other proprietary notices contained in the original Cityblock Content.
• If Cityblock provides social media features (e.g., Twitter, LinkedIn, Medium) with certain content, you may take such actions as are enabled by such features.

Except as permitted by this Agreement, or as otherwise permitted under applicable law, you acknowledge that:

• Trade secrets and intellectual property embodied in Cityblock’s Site and Cityblock Content have not been and will not be licensed to you;
• Neither the copyrights, trademarks, or other intellectual property; not any portion of Cityblock’s Site nor Cityblock Content may be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in whole or in part, for any purpose without the prior written consent of an authorized Cityblock representative; and
• Unauthorized use of Cityblock Content may violate copyright, trademark, and other laws. 

Trademarks, logos, and service marks (the “Marks”) displayed in or through Cityblock’s Site and Cityblock Content are owned by Cityblock or third parties. “Cityblock”, any other Cityblock trademarks, and all related names, logos, product and services names, designs, and slogans are trademarks of Cityblock or its affiliates or licensors. You may not use such Marks without the prior written permission of Cityblock. All other names, logos, product and service names, designs, and slogans on our Site are the trademarks of their respective owners. You are prohibited from using the Marks without the prior written permission of Cityblock or the third party owning the Mark.

You agree that unless Cityblock provides you with prior written authorization to do so, you will not:

• Use Cityblock Content in any public or commercial manner;
• Modify copies of any materials from Cityblock’s Site;
• Change any notice about copyright, trademarks, or other intellectual property rights that may be part of the Cityblock Content;
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text;
• Use Cityblock Content in a manner that suggests that you have an association with Cityblock; or
• Access or use for any commercial purposes any part of Cityblock’s Site or any services or any Cityblock Content available through Cityblock’s Site.

All rights not expressly granted here are reserved for Cityblock. If you would like to request Cityblock’s permission to use Cityblock Content, you may email brand@cityblock.com. 

General User Agreements 

You agree to use Cityblock’s Site only for lawful purposes. Your access to our Site is permitted on a temporary basis and is conditioned on your adherence to the terms of this Agreement. You are not permitted to use our Site for any illegal purpose. It is your responsibility to determine whether your use of our Site is lawful. You must comply with all applicable laws while using our Site. 

If you choose to remain on our Site or to later return to our Site, you agree that: 

• You will be bound by all terms set forth in this Agreement;
• Your use of our Site will not violate any applicable laws or regulations (including, without limitation, any laws regarding the export of data or software to and from the U.S. and other countries);
• You will not use our Site for any unauthorized purposes or in any manner that could damage, disable, overburden, or impair Cityblock’s servers or networks or interfere with any other party’s use and enjoyment of our Site; 
• All information you submit through our Sites will be truthful, accurate, and complete;
• You will update any submitted information, as necessary, in order to maintain complete, accurate, and current information;
• You will not collect or store any personal information about any other user of our Site unless you are legally entitled to do so; 
• You agree to return or destroy copies of any Cityblock Content you have made if we ask you to do so;
• Cityblock may contact you using the email address that you provided when you signed up to receive information or inquire about eligibility. 
• You will not attack our Site via denial-of-service attack or a distributed denial-of-service attack; 
• You will not introduce any virus, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to our Site;
• You will not attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of our Site, the servers on which the Site is stored, or any server, computer, or database connected to our Site; and
• You will not otherwise attempt to interfere with the proper working of our Site.

Consequences for Unauthorized Use or Misuse of Our Site

Unauthorized use and misuse of our Site is strictly prohibited, and, depending on circumstances, may subject you to a civil claim for damages and criminal prosecution.  

You agree that your right to access or use our Site will cease immediately upon your violation of the terms set forth in this Agreement or upon any unauthorized use or misuse of our Site, and you agree that Cityblock has total discretion to terminate your account or your access to our Site without further notice if you violate any terms or prohibitions in this Agreement.  

Cityblock has the right to (1) monitor your use of Cityblock’s Site; (2) terminate or suspend your access to all or part of Cityblock’s Site for any or no reason, including without limitation, your violation of Cityblock’s Terms of Use, without any further notice; (3) take appropriate legal action, including without limitation, referral to law enforcement authorities, of any illegal or unauthorized use of Cityblock’s Site by you. 

You waive and hold harmless Cityblock and its affiliates, licensees, and service providers from any claims relating to any actions taken by either Cityblock or law enforcement authorities to address any unauthorized use or misuse of our site.  

Site Content

The content on Cityblock’s Site is not necessarily complete or up to date. Cityblock may update the content of our Site in the future, but Cityblock has no obligation to update material on our Site.

Withdrawal or Amendment of Services or Unavailability of Site

Cityblock reserves the right to withdraw or amend the services we provide on our Site in our sole discretion and without notice. Cityblock does not guarantee that its Site will be available at all times. Cityblock affirmatively disclaims any liability for any occasion on which our Site is unavailable for your use. 

Blog Posts

The information provided through Cityblock blogs on our Sites do not necessarily reflect the position of Cityblock, our subsidiaries, or our affiliated companies. Such information is for general informational purposes only.  We do not warrant the accuracy, completeness, or usefulness of such information. Information provided through Cityblock blogs should not be relied upon as professional advice. Any reliance you place on such information is strictly at your own risk. Cityblock disclaims all liability and responsibility arising from any reliance placed on such information by you or any other visitor to our Sites, or by anyone who may be informed of such information.

No Solicitation

Our Site is designed to provide general information about Cityblock and our services. Information on our Site, including service descriptions, if any, is not intended to constitute an offer to sell or a solicitation in connection with any service. Some services may not be available in all areas. Individuals interested in Cityblock’s services may contact us at 1-833-904-CARE (2273) to determine whether our services are available in their area, and to request information concerning our services.  

Social Media

Cityblock’s social media pages and channels (e.g., Twitter, LinkedIn, Medium) (“Cityblock Social Media”) are a place for you to learn more about Cityblock. Neither Cityblock nor any of its affiliates are responsible for the third-party content posted or appearing on Cityblock Social Media, including but not limited to content and links posted by users. Cityblock does not control, endorse, or take responsibility for third-party content and makes no representations regarding the accuracy of content, opinions, claims, or advice shared by third parties on Cityblock Social Media. 

Cityblock reserves the right to remove postings from Cityblock Social Media that are: (1) abusive, defamatory, or obscene; (2) fraudulent, deceptive, or misleading; (3) in violation of copyright or intellectual property laws; (4) containing advertising or SPAM; and (5) any other content that Cityblock may deem inappropriate. Cityblock reserves the right to ban and block individuals that post prohibited content. When visiting Cityblock Social Media, you should familiarize yourself with the social media site owners’ (e.g., Twitter, Facebook, Medium) posted terms of service. 

Linking To the Website and Social Media Features

You may provide a link to Cityblock’s homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Cityblock’s part without Cityblock’s express written consent. If you would like to request permission, please send an email to brand@cityblock.com. 

Third-Party Sites and Services

Cityblock’s Site may contain or otherwise utilize links, third-party plug-ins, and applications (“Links”), which connect to websites maintained by third parties. Cityblock provides Links for your convenience only. The inclusion of Links on our Site does not imply endorsement by Cityblock of the third party or any association of Cityblock with the third-party operators. Such Links are not under the control of Cityblock, and Cityblock is not responsible for such Links, or for any information or materials on or transmitted from any linked services. You access such Links at your own risk.  The terms of use of and privacy policy pertaining to the Links could differ substantially from the terms of use and privacy policy that applies to your use of our Site. Please review the terms of use and privacy policies for all Links you access for more information about the terms and conditions that apply to your use of Links.

Privacy and Security 

Before using our Site, you should carefully review our Privacy Policy to learn about personal information collected on our Site, how we process it, how we secure it, with whom we may share it, and how you may exercise any applicable data subject rights, and our Notices of Privacy Practices to learn about how we use or disclose your health information. 

Disclaimer of all Warranties

Cityblock makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of information on our Site or results to be achieved from using our Site. 

Cityblock does not warrant that (1) our Site will fulfill any of your particular purposes or needs; (2) all information on our Site will be accurate, complete, reliable, current, and error-free; (3) operation of our Site will be uninterrupted and virus- or error-free; or (4) Any errors on our site will be corrected. 

To the maximum extent permitted by applicable laws, Cityblock specifically disclaims all warranties and conditions of any kind, including, but not limited to the Implied Warranties of: Merchantability; Fitness for a Particular Purpose; Fitness for the Ordinary Purpose; Accuracy of Information; Title; Freedoms from Defects, Uninterrupted Use, and all Warranties implied from any course of dealing or usage of trade. 

Cityblock’s Site and Cityblock Content are provided “as is” and without warranty of any kind, express or implied. Except for any express warranties stated in this Agreement, Cityblock’s Site and Cityblock Content are provided with all faults, and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you. Any oral or written advice provided by Cityblock or its authorized agents does not and will not create a warranty. Your use of our Site, including all Cityblock Content on our Site, is at your own risk. If your use of Cityblock’s Site or Cityblock Content results in the need for servicing or replacing equipment, or loss of profits or data, Cityblock will not be responsible for those costs. 

Some jurisdictions do not permit the exclusion of implied warranties, which means that some or all of these exclusions may not apply to you. If any of the above provisions are void under applicable law, Cityblock’s liability shall be limited to the fullest extent permitted by law. 

Limitation and Release of Liability 

To the fullest extent permitted by applicable law, in no event will Cityblock or any of its affiliates, service providers, employees, agents, or directors be liable for damages of any kind, under any legal theory , arising out of or in connection with your use, or inability to use, our Site, any websites linked to our Site, or any content available on or obtained through our Sites including any direct, indirect, special, exemplary, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. 

If you are a California resident, you waive your rights with respect to California Civil Code Section 1542, which asserts that “a general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, that, if known by him would have materially affected his settlement with the debtor or released party.” 

You acknowledge and agree that the above-asserted limitations of liability, together with the other provisions in this Agreement that limit liability, are essential terms and that Cityblock would not be willing to grant you the rights set forth in this Agreement but for your Agreement to the above-asserted limitations of liability.

If for any reason the disclaimers of warranties or limitations of liability set forth in this section is/are inapplicable or unenforceable for any reason, Cityblock’s maximum liability for any type of damages hereunder shall be limited to $1,000.

Indemnification

To the fullest extent permitted by law, you agree, at your own expense, to defend, indemnify, and hold harmless Cityblock and its affiliates, directors, officers, shareholders, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against all losses, judgments, liabilities, suits, proceedings, claims, actions or demands, including without limitation, any money damages, expenses, costs of defense, including reasonable attorneys’ and accounting fees, brought against Cityblock by any third party arising from your use of Cityblock’s Site or your violation of any of the terms set forth in this Agreement, the rights of a third party, or any applicable law. 

This indemnification provision does not apply to the extent prohibited by any applicable law. Cityblock reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. 

Dispute Resolution

• Choice of Law: Except for any disputes relating to intellectual property rights or infringement claims, all of which shall be governed by United States federal law, any disputes between you and Cityblock and our agents employees, officers, directors, principals, successors, assigns, subsidiaries, or affiliates arising from or relating to this Agreement and the interpretation, breach, termination, or validity thereof (“Disputes”), shall be governed by and construed and enforced in accordance with the laws of the State of New York regardless of your country of origin or where you access our Site, and notwithstanding any conflicts of law principles (whether of the State of New York or any other jurisdiction). 
  
• Agreement to Arbitrate: All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of this Site shall be resolved by final and binding arbitration in the State of New York pursuant to the Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator selected in accordance with the AAA Commercial Arbitration Rules.  The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part, of this Agreement is void or voidable.  Prior to initiating any arbitration, the initiating party will give the other party at least sixty (60) days’ advance written notice of its intent to file for arbitration.  Cityblock will provide notice by email to the email address you provided to Cityblock; and you must provide such notice to Cityblock via email at legal@cityblock.com. 

The arbitration shall be conducted in the English language.  The arbitrator will have the power to grant whatever relief would be available in court under law or in equity.  Except that the arbitrator will not have the power to award punitive or exemplary damages or the authority to proceed with an arbitration submitted on a class, representative, or private attorney general basis.  Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.  The arbitrator will apply applicable law and the provisions of this Agreement.  Any failure by the arbitrator to do so will be deemed an excess of arbitral authority and grounds for judicial review.  The arbitrator’s decision must include a written explanation of his/her decision and shall remain confidential.

• Exception to Arbitration Agreement:  Either party to this Agreement may obtain preliminary injunctive relief in a court of competent subject matter jurisdiction in Kings County, New York for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration.  Additionally, either party to the arbitration may seek permanent relief from a court of competent subject matter jurisdiction in Kings County, New York for the purpose of enforcing any arbitration award.
  
• Cityblock’s Right to Bring Proceedings in Other Countries:  Further, if you are located outside of the United States, Cityblock retains the right to bring proceedings against you for breach of this Agreement in your country of residence or any other appropriate country. 
  
• Individual Claims Only: You and Cityblock agree that each may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.   
  
• No Exemplary Damages: Each party hereby specifically waives the party’s right to receive exemplary damages (e.g., punitive damages) relating to any Dispute.  
  
• One-Year Limitation on Bringing Claims:  Regardless of any statute or law to the contrary, notice on any claim arising from or related to this Agreement must be made within one (1) year after such claim arose or it will be forever barred.  
  

Transferability of Rights and Obligations 

This Agreement and your rights and obligations under it are not transferrable by you to any other person. Cityblock may transfer our rights and obligations to an acquirer upon any sale of all or a part of our business.

Geographic Restrictions/Export Controls 

• Geographic Restrictions:  Our Site is controlled from Cityblock’s offices within the United States. We make no representation that our Site is appropriate or available for use in other jurisdictions. Accessing Cityblock’s Site from jurisdictions where such access is illegal is strictly prohibited. By accessing Cityblock’s Site, you agree that you are not in a country where such access is illegal. If you choose to access our Site from jurisdictions outside the United States, you are responsible for compliance with all applicable laws, both foreign and domestic, including all trade regulations restricting the import, export, or re-export of content on Cityblock’s Site. 
  
• Export Controls:  Our Site may be subject to export control laws in certain countries. You agree you will comply with such laws and regulations, and you will not, directly or indirectly, export, re-export or release our Site to, or make our Site accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You further agree you will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other government approval), prior to exporting, re-exporting, releasing or otherwise making our Site available. Additionally, by downloading any content from our Site, you are agreeing that you are not in a country to which such export is prohibited. You further represent that no U.S. federal agency has suspended, revoked, or denied your export privileges. 
  

Termination

This Agreement is effective until terminated by either party.  If you no longer agree to be bound by this Agreement, you must cease your use of the Sites.  If you breach any provision of this Agreement, then you may no longer use the Site.  If you are dissatisfied with the Sites, or any of the terms and conditions of this Agreement, your sole and exclusive legal remedy is to discontinue using the Sites.

Survival of Specified Provisions

If this Agreement is terminated for any reason, then: (1) this Agreement will continue to apply and be binding upon you with respect to your prior use of our Site and any unauthorized use of our Site by you after such termination; (2) this Agreement’s provisions regarding Disclaimer of all Warranties, Limitation and Release of Liability, Indemnification, and Dispute Resolution, as well as its Miscellaneous Provisions, will survive such termination; and (3) any rights or remedies granted to Cityblock under this Agreement will survive such termination.  The termination of your access to our Site will not limit any of Cityblock’s rights or remedies. 

Miscellaneous Provisions 

• Headings: Headings and captions in this Agreement are for convenience only and shall not be binding on either party. 
• Severance:  If any provision of this Agreement is or becomes unenforceable or invalid, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of the agreement as possible, and the remaining provisions will continue with the same effect to as much of the Agreement as possible, and the remaining provisions will continue with the same effect as if such unenforceable or invalid had not been used. 
• No Waiver:  If Cityblock or you fail to perform any obligation under this Agreement, and the other party does not enforce such obligation, failure to enforce on any occasion will not constitute a waiver of any obligation and will not prevent enforcement on any other occasion. 
• No Agency or Partnership Created: Nothing contained in this Agreement implies that Cityblock or you are the agent or representative of the other or that you and Cityblock are partners or members of a joint venture. 
• Entire Agreement:  This Agreement constitutes the sole and entire agreement between you and Cityblock regarding our Sites and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding our Sites.
  

Changes to Agreement 

Cityblock reserves the right to update this Agreement at any time by posting an updated Agreement on our Site. Therefore, you should visit this page periodically to review any changes to this Agreement. Any amended version of this Agreement will be effective and deemed to apply from the date the amended Agreement is posted (the “Effective Date”). An amended Agreement will supersede all previous versions of the Agreement, but changes will not be applied retroactively. Your continued use of Cityblock’s Site after any modified Agreement is posted constitutes your acceptance of an amended Agreement.

Questions 

If you have questions relating to this Agreement, you can contact us via email at privacy@cityblock.com. You also can write to us at Cityblock Health, Inc.; Attn: Legal Department; 495 Flatbush Avenue, Suite C5; Brooklyn, NY 11225.