terms of service

Last Revised on August 6, 2026

Welcome to the Terms of Service (these “Terms”) for the website https://junejuly.health/ (the “Website”), operated by KSTC, Inc., d/b/a june/july (“Company,” “we” or “us”). The Website and any content, tools, features and functionality offered on or through our Website, including the telehealth and other care services accessible via the Website, are collectively referred to as the “Services.”

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services.

1.Who May Use the Services

You must be 18 years of age or older and reside in the United States or any of its territories to use the Services. By using the Services, you represent and warrant that you meet these requirements.

2.Our Services

2.1Description of the Services. The Services provide a technology platform through which you may access women’s health telehealth services, including but not limited to virtual visits regarding preventative and diagnostic care, contraceptive management, hormonal health, mental health, menstrual health, STI testing and treatment, sexual health, and prescription management provided by our Affiliated Practice and Affiliated Professionals (each as defined below) (collectively, “Virtual Care Services”). The specific services available to you may vary based on your location and applicable state law.

2.2Affiliated Practice. In connection with providing the Services, the Company provides certain technological and other administrative support for, or is otherwise affiliated with, professional practices, including without limitation, Commers Medical Associates, P.A., which are physician owned medical practices (collectively, “Affiliated Practice”). The Affiliated Practice employs or contracts with physicians and other licensed healthcare professionals (collectively, “Affiliated Professionals”) to provide Virtual Care Services to you through the Services.

2.3Consent to Treat. You give permission to the Affiliated Professionals and/or the Affiliated Practice to provide Virtual Care Services to you through the Services.

3.Your Relationship with the Company

3.1The Company Is a Technology Platform. The Company acts as a technology platform to provide you with products and services offered through the Services, including connecting you with the Affiliated Practice and Affiliated Professionals for Virtual Care Services. The Company does not interfere with the practice of medicine or other licensed professional services by the Affiliated Practice or any Affiliated Professionals. By using the Services, you may, however, be entering into a doctor-patient or other healthcare provider-patient relationship with the Affiliated Practice and/or one or more Affiliated Professionals.

3.2Your Responsibilities. By accepting the Terms, you understand that we may send you messages, reports, and emails regarding your diagnosis and/or treatment. You further understand and agree that it is your responsibility to monitor and respond to these messages, reports, and emails and that neither the Company, the Affiliated Practice, nor any Affiliated Professional will be responsible in any way, and you will not hold the Company, the Affiliated Practice, or any Affiliated Professional liable, for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Affiliated Practice or your Affiliated Professional(s).

3.3Licensing and Qualifications. All Affiliated Professionals providing Virtual Care Services through the Services hold applicable licenses or certifications issued by the professional licensing or certification board in the state where you received the Services, including Virtual Care Services. You acknowledge that the Affiliated Professionals who render medical care and other Virtual Care Services to you through the Services may be engaged directly by the Affiliated Practice and other medical care organizations that are affiliated with the Company, and in connection with such affiliation, the Company and/or such professional entity may have a financial interest in each other. Any information or advice received from an Affiliated Professional and/or the Affiliated Practice comes from the Affiliated Professional and/or the Affiliated Practice, and the Company is not responsible for the quality and appropriateness of any care that the Affiliated Professional and/or the Affiliated Practice renders to you.

3.4Complaints and Reporting. You can report a complaint relating to any services provided by an Affiliated Professional by contacting the professional licensing board in the state where you received the Services, including Virtual Care Services, or by contacting the Company directly at hello@junejuly.health. In a provider-patient relationship, sexual intimacy is never appropriate and should be reported to the professional licensing board that licenses, registers, or certifies the licensee.

3.5Clinical Records. Any clinical records created as a result of your use of the Services and of receiving Virtual Care Services will be securely maintained by the Company and/or its service providers on behalf of the Affiliated Practice and Affiliated Professional with whom you consult, in compliance with applicable state and federal laws, rules and regulations, for a period that is no less than the minimum number of years that such records are required to be maintained under applicable state and federal laws, rules and regulations.

4.Telehealth Disclosures and Limitations

4.1What Is Telehealth. The Company offers Virtual Care Services, which include telehealth services, provided by the Affiliated Practice and Affiliated Professionals to users. The terms “telehealth” or “telemedicine” or “virtual care” generally refer to healthcare services that are provided to a patient in one location by a healthcare professional in a distant location, facilitated through the use of some form of telecommunications technology such as synchronous audio-video interfaces and/or asynchronous store-and-forward modalities. Telehealth technologies may also involve the electronic transmission of your medical records, images, protected health information, or other data between you and a healthcare provider. The information exchanged between Affiliated Professionals and you may be used for diagnosis, therapy, treatment, follow-up care, consultation, education, care management, and/or self-management of your healthcare.

4.2Not for Emergencies. The Services, including Virtual Care Services, are not designed for emergency situations. If you think you may have a medical emergency, call 911 or go to the nearest open clinic or emergency room immediately. The Virtual Care Services you receive through the Services should not be used as a replacement for your in-person primary care provider or any other healthcare providers, and may not necessarily give rise to an ongoing treatment relationship. You are expected to seek follow-up care or emergency care as needed or as recommended by an Affiliated Professional, and you should continue to consult with your in-person primary care provider and any other healthcare providers as recommended. Additionally, unexpected events may disrupt our electronic communication with you and we may not be able to contact you as quickly as we would like to due to uncontrollable circumstances. If you think you may have a medical emergency, call your doctor or 911 immediately.

4.3Risks of Telehealth. As with any type of healthcare service, there are potential risks associated with the use of telehealth services, including:

(a)Information available to the Affiliated Professional may not be sufficient to make a correct diagnosis or other professional decisions. For example, there could be limitations in the information transmitted, including access to your complete medical records, which could lead to incorrect assessments. Information that can be obtained only by in-person physical examination will not be available. In some cases, the Affiliated Professional may conclude that your issue requires an in-person evaluation.

(b)Telehealth relies on electronic communications and devices. Any technical failure or power outage could delay or disrupt communications and hinder the Affiliated Professional’s ability to assist you. These limitations could result in incorrect assessment or diagnosis, which in turn could lead to care that is not helpful, or that could be harmful or cause other problems.

(c)Although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail, and there could be a breach of privacy of your health information. Unfortunately, the transmission of information via the internet is not completely secure. Although we take commercially reasonable steps designed to protect your personal information, we cannot guarantee the security of your personal information transmitted to, or through, our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures employed by the Services. Please see our Privacy Policy.

(d)In some cases, applicable laws may prevent Affiliated Professionals from providing the services you desire through the Services, including Virtual Care Services. When that is the case, the Affiliated Professional will refer you to an appropriate provider who can provide the services you desire.

(e)Since telehealth and other forms of virtual care remain relatively new approaches to care, risks not yet identified, possibly significant, could also exist.

You are under no obligation, of course, to obtain virtual care. You may obtain care through conventional, in-person services instead of or in addition to these Services. Please feel free to provide feedback to the Company should you become concerned that our virtual care may be insufficient for your needs.

4.4Limited Use and Availability. The Services, including Virtual Care Services, are currently available only to individuals located in the United States. The Services may be subject to state regulations and may change from time to time due to changes in applicable regulatory requirements. In some cases, the Services may not be the most appropriate way for you to track or manage your health and wellness, or provide information to, communicate with, or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Affiliated Professional, or your Affiliated Professional may determine that your needs cannot be appropriately addressed through telehealth. In such cases, you may be notified that you will be unable to use the Virtual Care Services for your particular concern and may be provided with information regarding alternative next steps.

5.User Accounts and Subscriptions

5.1Creating and Safeguarding Your Account. To use certain of the Services, you need to create an account (“Account”). You agree to provide us with accurate, complete, and updated information for your Account. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at hello@junejuly.health if you know or have any reason to suspect that your Account or password has been stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.

5.2Subscription Payment. If you subscribe to any of our paid Services, you agree to pay us the applicable fees and taxes in U.S. Dollars. Failure to pay these fees and taxes will result in the termination of your access to the paid Services. You agree that (a) if you purchase a recurring subscription, we may store and continue billing your payment method (e.g., credit card) to avoid interruption of Services, and (b) we may calculate taxes payable by you based on the billing information you provide at the time of purchase. We reserve the right to change our subscription plans or adjust pricing at any time in our sole discretion. Except as otherwise provided in these Terms, any price changes will take effect following reasonable notice to you. All subscriptions are payable in accordance with payment terms in effect at the time the subscription becomes payable.

5.3Subscription Renewals and Cancellations. If applicable, you agree that if you purchase a subscription, your subscription will automatically renew at the frequency referenced on your subscription page (or if not designated, then monthly) and at the then-current rates, and your payment method will automatically be charged at the start of each new subscription period. To avoid future charges, you must cancel your subscription ten (10) calendar days before the subscription renewal date by emailing your name, request for cancellation, and subscription ID number to hello@junejuly.health from the email address associated with your subscription.

5.4No Subscription Refunds. Except as expressly set forth in these Terms, payments for any subscriptions or Services are nonrefundable and there are no credits for partially used periods. Following any cancellation, however, you will continue to have access to paid Services through the end of the subscription period for which payment has already been made.

6.Fees, Billing and Insurance

6.1Fees for Services. The Company may charge fees for use of the Services or Virtual Care Services, and you agree to pay such fees. You expressly authorize us or our third-party payment processor to charge you for any applicable fees. We may ask you to supply additional information relevant to your payment, including your credit card number, expiration date, and billing address. By initiating a transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. You represent and warrant that you have the legal right to use all payment method(s) you provide. Payments are non-refundable and non-transferable except as expressly provided in these Terms. All fees are payable in U.S. Dollars.

6.2Insurance. Use of the Services, including Virtual Care Services, may also be a benefit that is available to you via your health insurance plan or another payor, provider, or sponsor with whom we or our Affiliated Practice has an arrangement (whether as an in-network provider or out-of-network provider), where in such case, there may be no direct cost to you or you will only be responsible for a smaller portion and/or any applicable co-payment or co-insurance amount. If you elect to use the Services and/or obtain Virtual Care Services as a patient and choose to have payment made, in whole or in part, through a health insurance plan or another payor, provider, or sponsor with whom we or our Affiliated Practice has an arrangement (whether as an in-network provider or out-of-network provider), you agree to the following:

(a)Authorizing and directing your health insurance plan, payor, provider, or sponsor to pay the Company or Affiliated Practice for care provided to you (such authorization constituting an “Assignment of Benefits”).

(b)Signing any additional forms required by any health insurance plan, payor, provider or sponsor to confirm the Assignment of Benefits.

(c)Authorizing the Company or the Affiliated Practice to release all relevant information about your healthcare that is necessary for us to receive payment from the applicable insurance plan, payor, provider, or sponsor and signing an authorization permitting such release to the extent requested by the Company or the Affiliated Practice.

(d)You are responsible for making any co-payment or paying any co-insurance, as well as being responsible for any payment for services that your health insurance plan, payor, provider, or sponsor does not cover.

6.3Right to Revoke Authorization. You have the right to revoke your authorization at any time for the Company to release information about your health to any health insurance plan, payor, provider, or sponsor. To revoke this authorization, please submit a written request via email to hello@junejuly.health. The revocation will become effective upon our receipt and acknowledgment of your request.

7.Privacy Policy

7.1Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at junejuly.health/privacy.

8.Rights We Grant You

8.1Right to Use Services. We hereby permit you to use the Services for your personal non-commercial use only, provided that you comply with these Terms. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a personal, non-assignable, non-sublicensable, non-transferable, and non-exclusive right and license to access and display such software, content, and materials, solely for the purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of the Services, or other actions that the Company, in its sole discretion, may elect to take.

8.2Restrictions on Your Use of the Services. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

(a)download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;

(b)duplicate, decompile, reverse engineer, disassemble, or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;

(c)use, reproduce, or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;

(d)use automation software (bots), hacks, modifications (mods), or any other unauthorized third-party software designed to modify the Services;

(e)exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;

(f)access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party’s access to or use of the Services;

(g)attempt to gain unauthorized access to, interfere with, damage, or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;

(h)circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;

(i)use any robot, spider, crawler, scraper, or other automatic device, process, software, or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same;

(j)introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems;

(k)violate any applicable law or regulation in connection with your access to or use of the Services; or

(l)access or use the Services in any way not expressly permitted by these Terms.

9.Ownership and Content

9.1Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information, and other materials, are protected under copyright, trademark, and other intellectual property laws. You agree that the Company and/or its licensors own all right, title, and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including the exclusive right to create derivative works.

9.2Ownership of Trademarks. The Company’s name, the Company’s logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

9.3Ownership of Feedback. We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title, and interest (including any patent, copyright, trade secret, trademark, moral rights, and any and all other intellectual property right) that you may have in and to any and all Feedback.

9.4Your Content License Grant. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (“Your Content”). By using the Services and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content, solely as required to operate and provide the Services. You agree that these rights and licenses are royalty-free, transferable, sub-licensable, worldwide, and irrevocable (for so long as Your Content is stored with us). By posting or submitting Your Content through the Services, you represent and warrant that you have all rights, licenses, consents, and permissions necessary to grant the rights granted herein.

9.5Disclosure Regarding Certain Content. Certain content of the Website is provided for informational purposes only. Any advice or information provided through the content on the Website does not create a provider-patient relationship, is not an aid to making medical decisions, and is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. The content of the Website is not a substitute for professional medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider, including an Affiliated Professional, with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of something you have read on the Website or because of information provided through the Services. If you think you may have a medical emergency, call your doctor or 911 immediately. RELIANCE ON ANY CONTENT PROVIDED ON THE WEBSITE BY THE COMPANY, OTHERS APPEARING ON THE WEBSITE AT THE INVITATION OF THE COMPANY, OR OTHER USERS OF THE WEBSITE IS SOLELY AT YOUR OWN RISK.

9.6Notice of Infringement – DMCA Policy. If you believe that any materials on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the allegedly infringing material and its location on the Services; (c) your contact information; (d) a statement that you have a good faith belief that the use is not authorized; (e) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner; and (f) the physical or electronic signature of the authorized person. Notices should be sent to: june/july, Attn: Legal & Compliance, 1717 E. Cary St., Richmond, VA 23223 or by email to hello@junejuly.health. It is our policy, in appropriate circumstances, to disable or terminate accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

10.Third-Party Services and Materials

10.1Use of Third-Party Materials in the Services. Certain Services may display, include, or make available content, data, information, applications, or materials from third parties (“Third-Party Materials”) or provide links to certain third-party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials, or third-party websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you.

11.Disclaimers, Limitations of Liability and Indemnification

11.1Disclaimers.

(a)Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors, including the Affiliated Practice and Affiliated Professionals (collectively, the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security, or reliability of the Services; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (iii) the operation or compatibility with any other application or any particular system or device; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.

(b)THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11.2Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.3Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify, and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; or (d) your negligence or willful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that the Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with the Company in the defense or settlement of such claim.

12.Arbitration and Class Action Waiver

12.1PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

12.2Informal Process First. You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including any court action, after first allowing the receiving party thirty (30) calendar days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

12.3Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Company’s Services, including any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section). Because your contract with the Company, these Terms, and this arbitration agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis - class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

12.4Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (a) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (b) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (c) intellectual property disputes.

12.5Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you would be prohibitively more expensive than a court proceeding, the Company will pay the amount of such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

12.6Frivolous or Improper Claims. Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) calendar days of the arbitrator’s ruling on the merits.

12.7Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to: june/july, Attn: Legal & Compliance, 1717 E. Cary St., Richmond, VA 23223, or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.

12.8WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“Class Action”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

12.9IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

13.Additional Provisions

13.1SMS Messaging and Phone Calls. Certain portions of the Services may allow us to contact you via telephone or text messages. You agree that the Company may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your use of the Services. You understand that you are not required to provide this consent as a condition of using the Services. You also understand that you may opt out of receiving text messages from us at any time, either by texting the word “STOP” using the mobile device that is receiving the messages, or by contacting hello@junejuly.health. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

13.2Updating These Terms. We may modify these Terms from time to time, in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by email and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

13.3Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

13.4Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy, and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

13.5California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

13.6Miscellaneous. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersede all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 12, or if arbitration does not apply, then the state and federal courts located in Delaware. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

13.7How to Contact Us. You may contact us regarding the Services or these Terms at: june/july, Attn: Legal & Compliance, 1717 E. Cary St., Richmond, VA 23223 or by email at hello@junejuly.health.