Welldoc Platform is intended for use in the United States.

Welldoc Platform is an app that promotes wellness in adults and is not designed to identify, diagnose or treat specific medical disorders or mental health conditions. The app is to be used for self-development and educational purposes only.

Welldoc Platform does not provide medical advice, diagnosis, or treatment. If you have a diagnosed medical condition, then consult with your healthcare provider before using this app.

Welldoc Platform provides different Services to different Users, including:

• For Patient Users, the ability to receive personalized information about managing your condition,

• For Patient Users, the ability to receive electronic reminders concerning medication, testing, and appointments, ,

• For Patient Users, the ability to access and use a personal, password-protected database for entry of Personal Information and to later review such Personal Information related to the management and treatment of your conditions, and

• For Non-Patient Users, the ability to provide individual, password-protected access to patient data to support the management or care of patients, including by modifying treatments via electronic messages delivered by Welldoc Platform.

Not all Services will necessarily be used by or for every User.

Representations and Warranties

Patient User Representations and Warranties

If you are a Patient User, you represent and warrant that:

1. You are acting on behalf of yourself personally and that you will use Welldoc Platform solely for management of your personal chronic conditions;

2. You will input accurate information about yourself. If you discover any inaccurate information in Welldoc Platform regarding you or your condition, you agree to take all reasonable steps necessary to correct such inaccurate information;

3. You understand that a Non-Patient User may use Welldoc Platform (including access to your Personal Information) for your care and you have read the representations and warranties for a Non-Patient User in the section below;

4. Clinical treatment and medications prescribed by your healthcare provider and the service coverage under your health plan are determined independent of WellDoc and Welldoc Platform;

5. It is your responsibility to use Welldoc Platform to receive appointment reminders, medication reminders, and educational information available on the Site, and WellDoc is not responsible if you don’t use Welldoc Platform as prescribed, instructed, or recommended;

6. Welldoc Platform is designed to help you manage your chronic conditions, but you are ultimately responsible for your own treatment and care. The content provided by Welldoc Platform does not constitute medical advice or a substitute for seeing the healthcare provider responsible for your treatment and the care of your condition; and

7. If you experience any serious problem or need immediate medical assistance, you agree to immediately call your healthcare provider or 911 for emergency help.

Non-Patient User Representations and Warranties

If you are a Non-Patient User, you represent and warrant that:

1. You are, or are employed by, a licensed healthcare professional or other organization involved in the management or care of patients;

2. You are acting on behalf of yourself or your employer to treat patients having chronic conditions who are under your care for that conditions;

3. You are authorized to accept these Terms of Use on behalf of yourself and your employer;

4. You are participating voluntarily to support the provision of care to your patients, and you agree that WellDoc is not responsible for any of the following:

   • whether or not you log onto or access Welldoc Platform to review any data associated with your patients;

   • obtaining or retrieving patient blood glucose or other data from Welldoc Platform;

   • any treatment, treatment decisions, modification to treatment plans or diagnosis, or any other decision within your scope of practice or under an agreement with a patient that you provide, whether or not based on data obtained from Welldoc Platform;

   • your decision to provide (or not provide) appointment or medication reminders through Welldoc Platform; and

   • your compliance with HIPAA (including the requirements of any Business Associate Agreement thereunder), or any other federal or state law; and

5. The Welldoc Platform message center is to be used only for non-emergency issues.

License Grant

Subject to these Terms of Use, WellDoc grants you a limited, non-transferable, non-assignable, non-sublicensable, non-exclusive, personal, and revocable license (a) to access and use the Site and the Services as and in the manner described in these Terms of Use, (b) to upload onto your Welldoc Platform-compatible phone, personal digital assistant, or other handheld wireless communication device software intended to facilitate communication between the Welldoc Platform servers and such device(s), and (c) to print from Welldoc Platform for your personal use only. No license is granted to any third party and you have no right to make available to anyone access to the Site or the Services. You have no right or license to use the Site or Services for the benefit of another, except if you are a Non-Patient User involved in the management or care of a patient, and you are using Welldoc Platform for the benefit of the Patient User.

Product and Service

Reference to any product or service on Welldoc Platform does not constitute an offer to sell or supply that product or service and does not mean that the product or service is available. PRICES AND AVAILABILITY OF THE PRODUCTS AND SERVICES IDENTIFIED ON THE SITE ARE SUBJECT TO CHANGE WITHOUT NOTICE. The listing, description of, or reference to, a product or service on Welldoc Platform does not imply that we endorse that product or service or that the owner of such product or service endorses Welldoc Platform.

Ownership of Materials and Use Restrictions

WellDoc is, unless otherwise stated, the owner of all copyright, trademark, patent, trade secret, database, and other proprietary rights to information on Welldoc Platform, including without limitation, the Site. Without limitation of the foregoing, we assert ownership of a copyright in the entire Welldoc Platform system, including without limitation, the Site, as a collective work and/or compilation, and in the selection, co-ordination and arrangement of the information and content in Welldoc Platform. You may not publish, distribute, extract, re-use, or reproduce any part of Welldoc Platform in any material form (including photocopying or storing it in any medium by electronic means) other than in accordance with the limited use license set out in these Terms of Use or as permitted by the United States Copyright Act. Except as expressly provided in these Terms of Use and the copyright notice, we grant no rights to you, including under any patents, copyrights, trademarks, trade secrets, or any other proprietary rights. Notwithstanding the foregoing, WellDoc does not own the original Personal Information that Users input into Welldoc Platform. However, you hereby grant WellDoc a license to use, and consent to the use of, your Personal Information to provide the Services, including Welldoc Platform and the Site, and for all other legally permissible purposes.

Except as expressly permitted in these Terms of Use, you may not modify or copy in any way any content you obtain from Welldoc Platform, including without limitation, the Site; distribute or transmit such content to any third party for commercial purposes; frame, scrape, or otherwise display any of the content of Welldoc Platform on your own or any other website; use such content in any way that is competitive with WellDoc or that disparages WellDoc; mass distribute such content through electronic or other means; or make any unauthorized use of such content. Such modification, distribution, transmission, display, or use shall constitute a material breach of these Terms of Use and infringe WellDoc’s copyrights, patents, trademarks, trade secrets, or other intellectual property rights owned by or licensed to WellDoc. You may not decompile, reverse engineer, or reverse assemble any portion of Welldoc Platform or the underlying software. If you download or print any content of Welldoc Platform, you agree to maintain any and all patent, copyright, trademark notices, and other notices or statements of proprietary rights appearing on such content and not to remove, obliterate, or cancel from view any such notices or statements. WellDoc has no right or authority to authorize you to access, use, download, print, copy, modify, display, distribute, or transmit any content of any other website that you may access from Welldoc Platform.

You have no right or license to use Welldoc Platform for the benefit of another in an external service bureau or time-sharing arrangement or otherwise with a user not licensed by WellDoc, except if you are a Non-Patient User involved in the management or care of a patient, and you are using Welldoc Platform for the benefit of your patient, who is a Patient User. Under limited circumstances, Welldoc Platform may permit you to create and upload text, information, and content. You represent and warrant that you have the legal right to upload such text, information, and content and that none of such text, information, or content violates the copyright, patent, trademark, trade secret, and/or other intellectual property right of any other party or is prohibited by applicable law. WellDoc reserves the right to remove any text, information, or content uploaded by you that it determines infringes on any third party’s copyrights, trademarks, trade secrets, or other intellectual property rights, or that WellDoc otherwise determines is inappropriate.

In connection with your access to and use of Welldoc Platform, you may not access or use any password-protected, secure, or non-public areas of the Site, except as specifically authorized in writing by WellDoc; impersonate or misrepresent your affiliation with any person or entity; use any automated means to access or use Welldoc Platform, including scripts, bots, scrapers, data miners, or similar software; attempt to or actually disrupt, impair, interfere with, alter, or modify Welldoc Platform, or any information, data, or materials posted or displayed by WellDoc; access data on the Site not intended for you; or attempt to probe, scan, or test the vulnerability of the Site or breach any implemented security or authentication measures, regardless of your motives or intent.

Links and Marketing

You may not create a link from your website or any other Internet location to the Site without the express written permission of WellDoc. If WellDoc grants you permission to link to the Site, WellDoc reserves the right to revoke such permission at any time. If such permission is revoked, you agree that your failure to sever such link immediately will cause WellDoc immediate and irreparable injury.

Any links to other websites or Internet locations from Welldoc Platform have been provided for your convenience only. WellDoc may at its discretion provide link-throughs to the websites of other entities with whom you may have relationships, such as a plan or provider. WellDoc does not endorse, sponsor, or approve any of the content of any websites or locations to which Welldoc Platform links. WellDoc has no control over any of the websites or other Internet locations that you may access through Welldoc Platform, or from which you access Welldoc Platform, and is not responsible for the content or accuracy of the content of any such websites or locations. If you access any other website or Internet locations through Welldoc Platform, you do so at your own risk.

By using Welldoc Platform, you consent to receive marketing from Welldoc about products and services that may be of interest to you. You can opt out of these communications at any time by visiting the Settings menu.

Confidential Information

Except for certain Personal Information (if you are a Patient User), or specific patient data (if you are a Non-Patient User), that you may enter into your password-protected portion of the Site, and your mobile device’s make, model, and screen resolution during Welldoc Platform's installation, WellDoc does not solicit nor do we wish to receive any personal, confidential, secret, or proprietary information or other material from you, either whether through Welldoc Platform, any of the Services, by e-mail, or in any other way. Unless otherwise expressly agreed in writing prior to your submission to us, or as set forth in these Terms of Use or the Privacy Policy, any comments, feedback, information, or other material submitted or sent to us will be deemed not to be confidential or secret. By submitting or sending comments, feedback, information, or other material to us, you represent and warrant that the information and material is original to you and that no other party has any rights to the information or material. We shall have the unrestricted, worldwide right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any such information and material (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology, now known or later developed. You also represent and warrant that any "moral rights" in posted information and materials have been waived.

Please see WellDoc’s and Welldoc Platform’s Privacy Policy for more information on how WellDoc uses your Personal Information.

Trademarks

All brand, product, and service names used regarding Welldoc Platform and WellDoc are the trademarks, trade names, or service marks of WellDoc, unless otherwise stated. You may not distribute products or offer services under or by reference to or otherwise use or reproduce any such trademarks, trade names, or service marks, or use any meta tags or any other "hidden text" utilizing any such trademarks, trade names, or service marks, without the express prior written permission of WellDoc or the owner of such trademarks, trade names, or service marks.

Registration and Security

By entering any information on Welldoc Platform, you represent and warrant that: (i) you are at least 21 years of age; (ii) you are using your actual identity; (iii) you have provided only true, accurate, current, and complete information; and (iv) you will maintain and promptly update the information that you provide to keep it true, accurate, current, and complete. Additionally, you agree to maintain the strict confidentiality of your account and any passwords issued to you for your use of or access to Welldoc Platform or any portion of the Site, and you agree not to allow any other person or entity to use any username(s) or password(s) that are issued to you. You shall be responsible for all activity that occurs under your account or password. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. If you wish to cancel a username or password, or if you become aware of any loss, theft, or unauthorized use of a username or password, please notify us immediately. We reserve the right to delete or change any username or password at any time and for any reason.

Health and nutritional information

You are responsible for your own health. WellDoc is not a medical organization. Always consult with your doctor before starting a diet or fitness program or if you experience any pain or discomfort. WellDoc cannot guarantee any health, weight, and/or fitness results or improvements.

Nutritional information found in our database has not been verified, investigated, or reviewed by Welldoc. WellDoc cannot guarantee that the nutritional information provided in our database is accurate, reliable, or complete.

Modification of Welldoc Platform and the Services

We reserve complete and sole discretion with respect to the operation of Welldoc Platform and the Services. We reserve the right, for any reason, in our sole discretion, to terminate, change, suspend, or discontinue any aspect of Welldoc Platform, including, but not limited to, content, features, or hours of availability. We may also impose limits on certain features of Welldoc Platform or restrict your access to part or all of Welldoc Platform without notice or penalty. We may suspend or terminate your account or your use of Welldoc Platform at any time, for any reason or for no reason at all.

Use Outside United States

WellDoc makes no representation or warranty that the content of Welldoc Platform is appropriate, lawful, or available for use in countries other than the United States. If you use Welldoc Platform, including without limitation, the Site, you are responsible for compliance with all applicable laws.

Disclaimer of Warranties and Liability

WELLDOC PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WELLDOC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. YOU EXPRESSLY AGREE THAT USE OF WELLDOC PLATFORM IS AT YOUR SOLE RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF WELLDOC PLATFORM. NEITHER WELLDOC NOR ANY OF ITS PARTNERS REPRESENTS OR WARRANTS THAT WELLDOC PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT WELLDOC PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, NOR DOES WELLDOC OR ITS PARTNERS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, PERFORMANCE, OR SUITABILITY OF WELLDOC PLATFORM. IN THE EVENT OF ANY PROBLEM WITH THE SITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING WELLDOC PLATFORM.

You acknowledge that data entry and conversion is subject to human and machine errors, omissions, delays, and losses, including inadvertent loss or corruption of data or damage to media, that may give rise to loss or damage. You agree WellDoc will not be liable for any such errors, omissions, delays, or losses, unless caused by WellDoc’s gross negligence or willful misconduct. You are responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use of data; and adopting procedures to identify and correct errors and omissions and reconstruct data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.

WellDoc expressly disclaims any responsibility or liability for, and you agree WellDoc will not be responsible or liable for: (A) Errors in data or data entry, whether caused by you or the hardware or communications medium used for data entry; (B) Errors in dating or filing data caused by you or the hardware or communications medium used for data entry; (C) Errors in therapeutic conclusions or interventional instructions provided by Non-Patient Users relying on erroneous data or data entry; (D) Malfunction or loss of use of any hardware; (E) Loss or degradation of communications between you and Welldoc Platform or a WellDoc service provider for any reason not within control of the WellDoc; (F) Injury to anyone associated with use of any hardware used for data or voice communication with Welldoc Platform or with WellDoc; (G) Failure by you to correct erroneous data or to comply with proper instructions; (H) Errors resulting from unauthorized access to Welldoc Platform or associated data; and (I) Any damage or injury to anyone directly or indirectly resulting from use of or communication with Welldoc Platform or WellDoc where the proximate cause of such damage or injury is not within the control of WellDoc. The foregoing does not imply the assumption by WellDoc of any form of liability under any circumstances.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SOLE REMEDY FOR ANY CLAIM FOR DAMAGES ARISING OUT OF OR RELATED TO WELLDOC PLATFORM OR WELLDOC, INCLUDING WITHOUT LIMITATION, THE SITE, ANY SERVICE, OR ANY PRODUCT OR SERVICE ACQUIRED THROUGH WELLDOC PLATFORM, SHALL BE LIMITED TO A REFUND OF ANY AMOUNT YOU PAID FOR SUCH PRODUCT OR SERVICE. UNDER NO CIRCUMSTANCES SHALL WELLDOC, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING WELLDOC PLATFORM OR ANY PART THEREOF, BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING FOR LOST OR CORRUPTED DATA OR LOST PROFITS OR OTHER ECONOMIC DAMAGES, ARISING FROM OR IN CONNECTION WITH WELLDOC PLATFORM OR ANY PRODUCTS OR SERVICES MADE AVAILABLE OR LISTED ON IT, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS HELD TO BE UNENFORCEABLE FOR ANY REASON, THEN OUR MAXIMUM LIABILITY FOR ANY OF THE FOREGOING TYPES OF DAMAGES SHALL BE LIMITED TO THE AMOUNT THAT WELLDOC RECEIVED FROM YOU FOR THE TRANSACTION THAT GAVE RISE TO THE CLAIM. THE LIMITATIONS IN THIS PROVISION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnification

You agree to indemnify, defend, and hold harmless WellDoc and its directors, officers, employees, agents, and representatives from and against any and all third party claims, demands, lawsuits, damages, liabilities, losses, costs, or expenses (including but not limited to reasonable fees and disbursements of counsel and court costs), judgments, settlements, and penalties of every kind arising from: (i) your use of Welldoc Platform, the Site, or the Services or content or of any data provided in connection therewith in violation of these Terms of Use by you or any of your partners, employees, agents, or contractors; (ii) any claim that Welldoc Platform as modified or altered by you or your partners, employees, agents, or contractors, or the use by WellDoc of any data submitted by you, infringes the patent, copyright, or other intellectual property right, or misappropriates the trade secrets, of any third party; (iii) any inaccurate or incomplete data, or any virus, worms, spyware, back door, Trojan horse, or other malicious code transmitted by you; (iv) any breach of these Terms of Use by you; and (v) any violation of applicable laws, rules, or regulations by you.

Term and Termination

Your obligations under the Terms of Use shall continue for as long as you access or use Welldoc Platform or use or maintain any of the content of Welldoc Platform or copies thereof. You may terminate your obligations at any time by discontinuing your use of Welldoc Platform and by destroying all content obtained from it, and all copies thereof. However, your termination of your obligations under these Terms of Use does not relieve you from liability resulting from your failure to comply with the obligations of the Terms of Use before such termination, and WellDoc reserves the right to enforce such pre-termination obligations before or after you terminate the Agreement. WellDoc reserves the right, in its sole discretion, to terminate your access to or use of Welldoc Platform, including the Site and the Services, and any related services or any portion thereof at any time and for any reason, including, without limitation, breach of the Terms of Use. Certain provisions of the Terms of Use, by their nature, survive the termination of your use of Welldoc Platform.

Force Majeure

Neither party to the Terms of Use shall be liable to the other hereunder or otherwise for performance that is prevented by a cause outside the control of the party, including without limitation, natural disaster, war, riot, labor disturbance, or failure of publicly available channels of communication.

Dispute Resolution

All disputes seeking only monetary damages and arising out of or relating to the Terms of Use or WellDoc’s operation of Welldoc Platform, except disputes involving infringement or ownership of intellectual property rights, shall be resolved by binding arbitration in Wilmington, Delaware, pursuant to the rules of the American Arbitration Association. All disputes seeking injunctions or other non-monetary remedies or involving infringement or ownership of intellectual property rights shall be resolved in the federal district court or applicable state court in Delaware, and you consent to personal jurisdiction and venue in such courts.

Applicable Law

The Terms of Use are governed by and will be construed in accordance with the laws of the United States and the State of Delaware, without regard to Delaware’s conflicts of laws principles.

Severability

If any provision or part of a provision of the Terms of Use is contrary to law, the remaining part of the provision and the remaining provisions of the Terms of Use will remain in effect.

Operator Notices

Welldoc Platform is operated by WellDoc, Inc.

All formal notices to us shall be sent to legal@welldocinc.com.

All notices to you shall be sent to the email address that you provide when you register for Welldoc Platform. Any notice provided under the Terms of Use shall be deemed given one business day after the email is sent. If you do not register, or register with inaccurate information, you hereby waive any right to notice for any purpose related to the Terms of Use or Welldoc Platform. Any action or claim against us must be brought within one year following the date on which the claim first accrued or shall be deemed forever waived.

Assignment

You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Terms of Use to any third party without prior written consent by WellDoc. Any purported assignment lacking such consent will be void at its inception. WellDoc may assign all or part of its rights and/or delegate all or part of its duties under the Terms of Use to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on the Site or through our Services.