Terms and Conditions
Last Updated: May 17, 2024
THIS DOCUMENT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH AFFECT YOUR LEGAL RIGHTS. YOU SHOULD REVIEW THIS DOCUMENT IN ITS ENTIRETY BEFORE ACCESSING OR USING THE SERVICES.
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 Lark Technologies, Inc. (“Lark”, “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 lark.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 LARK SERVICES
Lark provides real-time chat-based digital coaching and health-related information to our users. Services include, without limitation, the following programs: Diabetes Management, the Lark Diabetes Prevention Program (“DPP”), the extended Diabetes Prevention Program (“DPP Continued”), Hypertension Management, 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”). Lark is not a healthcare provider, but for some Programs, Lark provides a platform for users to connect with healthcare providers and to receive care via telehealth. Lark 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 Lark and are not a person barred from receiving the Services under the laws of the applicable jurisdiction. If Lark 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 Lark 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 Lark 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 Lark 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 Lark partner. If you are eligible, you may participate in the applicable Lark programs or services, and such programs and services may be made available at no additional cost to you. Eligibility requirements for Lark programs may differ by Sponsored Plan, and such Sponsored Plans may change such that your eligibility for the Services are modified or terminated.
3.2 OUT-OF-NETWORK COVERAGE
Some health plans may cover Lark 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 Lark 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 Lark in-whole or in-part. If your health plan declines to reimburse Lark, or reimburses Lark only in-part, then we will not seek any payment (including any co-pay) from you. However, Lark 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, Lark may contact your health plan on your behalf to obtain pre-authorization for you to enroll in Lark.
In order for Lark 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 LARK TECHNOLOGIES, INC., for any covered services provided to you by Lark.
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 Lark, the Centers for Medicare & Medicaid Services (CMS), your insurance carrier or other medical entity. A copy of this authorization will be sent to CMS, your insurance company or other entity, if requested. The original will be kept on file by Lark.
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 from receiving them. In addition, in connection with your use of the Services, you expressly consent to receive communications from Lark via text messaging to your Device via the Lark 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.
Lark 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 Lark, 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
Lark’s Diabetes Management, DPP, DPP Continued, Hypertension Management, 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 DIABETES MANAGEMENT
Lark’s Diabetes Management Program is designed to help eligible Members manage their Type 2 diabetes by making appropriate lifestyle changes, making healthier choices, and engaging in healthy behaviors. The Diabetes Management Program is not designed for Type 1 (Juvenile) diabetes. Eligibility requirements include meeting certain health-related criteria such as a diagnosis of Type 2 diabetes and membership in a Sponsored Plan.
4.4 DIABETES PREVENTION PROGRAM AND DPP CONTINUED
Lark’s Diabetes Prevention Program (“DPP”) is designed to help eligible Members reduce their risk of developing Type 2 Diabetes by focusing on building healthier habits and weight loss. Eligibility requirements include qualifying as prediabetic according to a survey designed by the Centers for Disease Control and Prevention and membership in a Sponsored Plan. Lark follows the DPP-program eligibility requirements set forth by the Centers for Disease Control and Prevention, which can be found here: https://tinyurl.com/dpp-eligibility. If you do not meet these eligibility requirements, Lark may opt to suspend or pause your Member account, or require further information from you or your healthcare provider. DPP is generally a one-year program, but depending on the Sponsored Plan, eligible Members may have continuing access to DPP Continued, which enables eligible Members to access the program beyond the first year to enable them to continue to make progress toward achieving Missions, Goals, and Milestones that have not yet been completed.
4.5 HYPERTENSION MANAGEMENT
Lark’s Hypertension Management Program is designed to help eligible Members manage hypertension by focusing on blood pressure monitoring, medication adherence, hypertension-specific guidance on diet and exercise, and coaching on weight loss, activity, stress, and sleep. Eligibility requirements include meeting certain health criteria including diagnosis with hypertension.
4.6 WELLNESS OR WELL-BEING COACH
Lark’s 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.”
4.7 HEART HEALTH
Lark’s 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.
4.8 WEIGHT MANAGEMENT SOLUTION - HEALTHY WEIGHT AND GLP-1 COMPANION PROGRAMS
Lark’s 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.
Lark’s 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 Lark Weight Management Solution (consisting of the Healthy Weight Program and GLP-1 Companion Program) provided by Lark, 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 Lark’s 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 Lark or owned or controlled by Lark. OpenLoop is a Third Party Service, as defined below.
4.9 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 Lark at its sole discretion.
4.10 COMMUNICATIONS WITH A LIVE COACH
Certain Lark 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 Lark’s Privacy Policy.
4.11 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 Lark 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 Lark about participating in user testing or user interviews for the purpose of obtaining your feedback regarding your experience with Lark programs. Participation is voluntary, and by choosing to participate, you agree that Lark 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 Lark 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 Lark. 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, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against Lark 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.
4.12 COMMUNITIES
Lark 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 Lark 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 Lark 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 Lark to violate these rules, or for any other reason, in Lark’s sole discretion. While Lark 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
LARK 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. LARK 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 LARK DISPENSE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE SERVICES CAN NOT 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 LARK. 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 Lark 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. Lark 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, Lark gives no representation or warranties about the accuracy, completeness, or suitability for any purpose of the materials or information published on the Services.
Lark 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, Lark’s computer systems, or the technical delivery systems of Lark’s 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 Lark 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 Lark or its licensors and protected by the intellectual property rights of Lark 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, Lark grants you a limited, non-exclusive, non-assignable, non-sublicensable, revocable, license to use the Services as it is provided to you by Lark 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. Lark may revoke this license at any time, in its sole discretion.
8 TRADEMARKS
Lark, the Lark logo and all other Lark product or service marks are trademarks of Lark. 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 or remove or copy such material. Your misuse of the trademarks displayed on the Services is strictly prohibited. Lark will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.
9 MEMBER CONTENT
Lark 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 Lark 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.
Lark is under no obligation to restrict or monitor Member Content in any way. LARK DOES NOT REGULARLY MONITOR THE ACCURACY OR RELIABILITY OF MEMBER CONTENT. However, Lark 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 Lark. Lark 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, web sites, or online services, such as those telehealth services provided by OpenLoop (collectively, “Third Party Services”), owned and operated by third parties over which Lark 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. Lark does not manufacture the Third Party Personal Health Devices. Accordingly, Lark 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 Lark is happy to assist you in accessing any applicable manufacturer warranties that may be available to you. Please contact us at support@lark.com 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 Lark, 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 LARK 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 Lark. 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 legal@lark.com.
In-App Modules Powered by Third-Party AI Vendor
Certain Lark Programs may include food logging and coaching modules, within the Lark 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. Lark 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. Lark 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 support@lark.com. 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 support@lark.com.
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
Lark provides the Services on an “as is” and “as available” basis. To the maximum extent permitted by law, Lark 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. Lark 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, Lark 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 Lark 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, Lark 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
LARK 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. LARK 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 Lark 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 Lark be liable for any Member Content or for any Third Party Services. In no event shall the total aggregate liability of Lark 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 Lark 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 Lark, 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) Lark’s 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 DISPUTE RESOLUTION AGREEMENT
Please Read This Following Section Carefully—It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court.
These Terms contain provisions that govern how we agree to resolve claims against each other, including an agreement and obligation to arbitrate disputes, which will, subject to limited exceptions, require you to submit claims you have against us to binding arbitration, unless you opt-out in accordance with Section 17.6 below. Unless you opt-out of arbitration: (i) you will only be permitted to pursue claims against us on an individual basis, not as part of any class or representative action or proceeding, and (ii) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
THE PARTIES UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.
17.1 INITIAL DISPUTE RESOLUTION
We are available by email at support@lark.com to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations shall be a precondition to either party initiating a lawsuit or arbitration. Failure to engage in this process could result in the award of fees against you in arbitration. To adequately engage in initial dispute resolution, each party must notify the other party, in writing, of the dispute. Such a writing must be sent to, as applicable: (i) the Member’s email address on file with Lark, or (ii) Lark Technologies, Inc., Attn: Legal Dept., 809 Cuesta Drive, Suite B, #1033, Mountain View, CA 94040, with a copy to legal@lark.com (the “Dispute Notification”). The written description must be on an individual basis and provide, at minimum, the following information: your name and contact information; a description of the nature or basis of the claim or dispute; the specific damages claimed and/or relief sought; and proof of your relationship with Lark. Unless the parties agree to extend the period for informal resolution, if the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, you and Lark agree to the further dispute resolution provisions below.
The informal dispute resolution procedure in this section 17.1 is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution procedure.
17.2 AGREEMENT TO BINDING ARBITRATION
If the dispute is not resolved as provided above (Initial Dispute Resolution) either you or Lark may initiate arbitration proceedings. National Arbitration and Mediation (“NAM”), www.namadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. Any dispute shall be arbitrated on an individual basis; class arbitrations and class actions are not permitted, and you and Lark agree not to bring any claims as part of a class action or to bring any claims on behalf of or purporting to represent more than one claimant. Notwithstanding this acknowledgement and agreement, any arbitration involving you may proceed on a consolidated basis if Lark provides its consent to consolidate in writing. All issues shall be for the arbitrator to decide, including the scope of this provision. You and Lark agree that the party initiating arbitration must submit a signed certification to NAM that they have complied with the pre-arbitration notice and initial dispute resolution procedures, before initiating arbitration.
Any arbitration shall be conducted in accordance with the applicable NAM rules, including the Comprehensive Dispute Resolution Rules and Procedures and the Mass Filing Dispute Resolutions Rules and Procedures, as applicable. The NAM rules and additional information about NAMS are available at www.namadr.com. This provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because this website and these Terms and Conditions 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 Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Payment of Arbitration Fees and Costs – Responsibility for the payment of arbitration fees (including filing, arbitrator, and hearing fees) will be governed by the NAM rules unless you qualify for a fee waiver under applicable law, in which case you agree to provide us the option of paying the arbitrator before seeking to initiate any other form of dispute resolution, including litigation. Each party shall be responsible for its own attorney fees and costs incurred in such arbitration unless the arbitrator awards sanctions or determines that the substance of the claim, defense, or relief sought is frivolous or brought for an improper purpose, in which case the arbitrator may order you or Lark to pay the other side’s attorney fees or costs.
The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in subpart (vi)) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
Mass Filing and Batching Process
For purposes of efficient administration, in the event twenty (20) or more substantially similar demands for arbitration are filed by or with the assistance or coordination of the same law firm, group of law firms, or organization (“Mass Filing”), the parties agree that (1) NAM (or another arbitration provider selected by the parties or by the court if NAM is unavailable), shall administer the Mass Filing in batches of 20 per batch (if, after batching, fewer than 20 demands remain, then the final batch will consist of the remaining demands); (ii) a single, different arbitrator shall be designated for each batch (unless the parties agree otherwise) selected in accordance with the applicable NAM rules; (iii) no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 20 is filed, processed, and adjudicated, (iv) any arbitration fees associated with a demand for arbitration included in a Mass Filing shall only be assessed after the demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 20 demands, shall continue until each demand (including Your demand) is adjudicated or otherwise resolved.
You agree to cooperate in good faith with Lark and the arbitration provider to implement such a batch approach or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. Any disagreement between the parties as to whether the batch arbitration procedure applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. The batch arbitration procedure set forth herein shall in no way be interpreted as authorizing class arbitration of any kind. We reserve our right to raise unique defenses as to each claimant in connection with this process, and you reserve all rights to raise unique claims, facts, and defenses in connection with your claims. While NAM shall batch the claims for organizational purposes, it shall not consolidate them for decision on the merits and shall decide each case on the merits individually. If your demand for arbitration is included in the Mass Filing, Your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.
The results of the first batch of demands will be given to a NAM mediator selected from a group of 5 mediators initially proposed by NAM, with Lark and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Lark, the remaining claimants and their counsel, and the mediator will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Lark or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Lark nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.
17.3 LOCATION
If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. You and Lark agree to submit to the personal jurisdiction of any federal or state court in Santa Clara, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
17.4 CLASS ACTION AND CLASS ARBITRATION WAIVER
Except as otherwise stated herein, the parties agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. Notwithstanding any other provision of these terms, disputes regarding the interpretation, applicability, or enforceability of the class action waiver may be resolved only by a court and not by an arbitrator. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.
17.5 EXCEPTION – INTELLECTUAL PROPERTY AND SMALL CLAIMS COURT CLAIMS
Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under this agreement.
17.6 30 DAY RIGHT TO OPT OUT
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in this Section 17 by sending written notice of your decision to opt-out to the following email address: legal@lark.com. The notice must be sent within thirty (30) days of May 17, 2024 or when you first registered to use the Services, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt out of the arbitration and class action waiver provisions set forth in this Section 17, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the arbitration provision will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, Lark also will not be bound by it.
17.7 CHANGES TO THIS SECTION
Lark will provide 30 days’ notice of any changes affecting the substance of this Section 17. Changes will become effective on the 30th day and will apply to all claims not yet filed regardless of when such claims may have accrued. If Lark changes this “Arbitration and Dispute Resolution Agreement section after the date you first accepted this Arbitration and Dispute Resolution Agreement (or accepted any subsequent changes to this Arbitration and Dispute Resolution Agreement), you agree that your continued use of the Service 30 days after such change will be deemed acceptance of those changes.
18 MODIFICATION OR CHANGES TO TERMS
We have the right to revise and amend these Terms from time to time without prior notice for any reason, including to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. We will provide notice to you of any material change in the Terms by posting notice to the Website or otherwise notifying you. Except as explicitly stated herein, your continued use of the Services after such changes are made conclusively demonstrates your acceptance of such changes.
It is critical that you keep your email contact information correct and updated with Lark at all times in your account settings on the mobile application.
19 MODIFICATIONS TO SERVICE
We reserve the right to modify or discontinue, and restrict or block access to, the Services without notice to you. We may modify or remove any content from the Services at any time without notice to you. We are not liable for any such modification, suspension, discontinuance, or removal, and any such action by us will not affect Lark’s license to Member Content as stated in Section 9 above.
20 PRIVACY & SECURITY
20.1 YOUR PERSONAL INFORMATION
Lark’s information collection and use policies with respect to personal information or personally identifiable information and the privacy of such information are set forth in the Lark Privacy Policy, which is incorporated herein by reference for all purposes. To the extent your access to the Services is through a Sponsored Plan, the privacy policy of the applicable plan provider shall also apply in all respects to the collection, use and handling of your personal information. Lark is not responsible for how a Sponsored Plan processes your information, so please contact your Sponsored Plan for details on how they handle your personal information.
20.2 SAFEGUARDING DEVICES
It is your responsibility to safeguard Devices that you use to access the Services and to use appropriate security settings on those devices. If those Devices are lost, stolen, or misplaced, others may be able to access your Member account and your personal information using those Devices.
21 APPLICATION TERMS
21.1 APPLE DEVICE AND APPLICATION TERMS:
You acknowledge and agree that (i) these Terms are binding between you and Lark only, and Apple is not a party hereto, and (ii) as between Lark and Apple, it is Lark that is responsible for the App and the content thereof. You must use the iOS app only on an Apple-branded product that runs iOS. Your use of the App must comply with the terms of use applicable to the Apple source from which you obtain it (including the Usage Rules set forth in the Apple App Store Terms of Service). You acknowledge that Apple has no obligation to furnish you with any maintenance and support services with respect to the App.
You acknowledge that Apple is not responsible for addressing any claims you have or any claims of any third party relating to the app or your possession and use of the app, including, but not limited to, (i) product warranty or liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; or (iv) claims that the App infringes a third party’s intellectual property rights.
In the event of any failure of the iOS version of the App to conform to any applicable warranty that has not been effectively disclaimed by these Terms, you may notify Apple, and Apple will refund the purchase price for the app (if any) to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the app, and, as between Apple and Lark, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Lark’s responsibility, but only to the extent provided by these Terms. Please read the entire Terms, as other sections of these Terms limit Lark’s liability in this regard.
Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms. Upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third-party beneficiary thereof.
22 GENERAL TERMS AND CONDITIONS
22.1 ASSIGNMENT BY US
Lark may transfer its rights and obligations under these Terms to any company, firm, or person at any time. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.
22.2 APPLICABLE LAW
Your use of the Services is governed by these Terms and these Terms shall be construed and enforced in accordance with the laws of the State of California, United States. For claims not subject to arbitration, disputes arising from or in connection with your use of the Services we provide are subject to the non-exclusive jurisdiction of the federal and state courts located in the county of Santa Clara in the State of California.
We make no representations that the Services are appropriate or available for use outside of the United States. If you access the Services from any other jurisdiction you do so out of your own volition and you are responsible for compliance with the applicable laws.
22.3 NO WAIVER
If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
22.4 FORCE MAJEURE
We will not be liable to you for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.
22.5 INTERPRETATION
In these Terms, unless the context requires otherwise: (i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
22.6 WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using the Services, you accept that communication with us will be mainly electronic (including via text message). We will contact you by email or by text message or provide you with information by posting notices on the Services. You agree to this electronic means of communication (including via text message) and you acknowledge that all contracts, notices, information, and other communications that we provide to you electronically (including via text message) comply with any legal requirement that such communications be in writing. These messages may include personal and health information. This condition does not affect your statutory rights.
22.7 NOTICES
All notices to Lark, including any queries regarding these Terms or the Lark Privacy Policy should be sent to legal@lark.com. We may give notice to you at the email address you provide to us when you register, or in any of the ways specified in Section 22.6 above. Notice will be deemed received and properly served immediately when posted on the Services or when an email is sent. In proving the service of any notice, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
22.8 SEVERABILITY
If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful, or unenforceable to any extent, the provision will, to that extent only, be severed from the remaining provisions, which will continue to be valid to the fullest extent permitted by law.
22.9 ENTIRE AGREEMENT
These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.
22.10 THIRD-PARTY RIGHTS
Unless otherwise stated in these Terms, a person who is not a party to these Terms will not have any rights under or in connection with these Terms.
22.11 TRADE RESTRICTIONS
You acknowledge that the Services and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Lark makes available (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories currently including, but not limited to, Cuba, Russia, Ukraine, Sudan, Iran, North Korea, and Syria (“Trade Restrictions”). You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department’s Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Services.
22.12 COPYRIGHT INFRINGEMENT/DMCA
Lark respects the intellectual property rights of others and requests that users of the Services do the same. If you believe that your work is being used in connection with the Services in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing: (i) the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf; (ii) identification of the copyrighted work that you claim has been infringed; (iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit Lark to locate the material (for example, by providing a URL to the material); (iv) your name, address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Our designated agent to receive notification of claimed infringement can be reached at:
It is our policy to terminate in appropriate circumstances any account or Member for repeated infringement of intellectual property rights, including copyrights, and we also reserve the right to terminate an account or Member for even one instance of infringement.
Please note that, pursuant to Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.