Effective Date: Aug 1, 2023.

PLEASE READ THESE TERMS CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE. 

These Terms are a contract between you and Health at Scale, Corp., a Delaware corporation (“HAS,” “we” or “us”). HAS operates online offerings which provide health education content (“Health Content”) and care management services (“Care Champion Services”) to assist users in accessing medical care and managing their health benefits. The Health Content, Care Champion Services and related online offerings, collectively, with any successor websites, content and services, are referred to in these Terms as the “Services”. By using the Services, you are agreeing to be bound by the following terms and conditions (“Terms”). If you do not agree to these Terms, do not use the Services.

ELIGIBILITY AND INTENDED USERS

The Services are directed towards users who reside in the United States of America. If you are visiting from outside the United States there may be special rules or limitations regarding your use of the Services. We do not intend to gather personally identifiable information from individuals residing outside of the United States.

When you create an account to use the Services, or otherwise use the Services to download,  purchase or otherwise access content or any products, services, or information from HAS, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to HAS on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify HAS.

PRIVACY, ADDITIONAL TERMS

You confirm that you have read and accept these Terms and understand and acknowledge that your personally identifiable information will be collected, processed and shared as set forth in our Privacy Policy, as amended from time to time. Your use of the Services is subject to any additional terms, rules, or guidelines applicable to the Services or certain features of the Services that we may post and you may accept (the “Additional Terms”). All such Additional Terms are hereby incorporated by reference into, and made a part of, the Terms.

MODIFICATIONS OF THESE TERMS

We reserve the right to update or modify these Terms at any time. In the event that a change to the Terms materially modifies your rights or obligations, you will be required to accept such modified terms in order to continue to use the Service. Material modifications are effective upon your acceptance of such modified Terms. Immaterial modifications are effective upon publication. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with the Terms in effect at the time the dispute arose.

NO MEDICAL ADVICE AND DISCLAIMERS

The Health Content is made available to you by HAS for informational and educational purposes only. You should not make any changes to your medical care based solely on the Health Content. You should use the Health Content as a tool when consulting with your physician. All medical screening, diagnostic and treatment decisions should be made in consultation with your physician. HAS is not liable for any action or inaction of health care providers with whom you share Health Content. Health Content is not intended to assist you in handling a medical emergency. IF YOU BELIEVE YOU ARE HAVING A MEDICAL EMERGENCY, CALL A DOCTOR OR SEEK EMERGENCY MECICAL TREATMENT IMMEDIATELY.

The Health Content often reflects the widely accepted recommendations (the “Recommendations”) of government or professional organizations. HAS does not have any control over these organizations and does not participate in the development of their Recommendations. While the Recommendations generally reflect the views of medical experts, individual physicians or professional groups may disagree about the best approach to prevention or treatment of a particular illness. Also, from time to time, the these organizations may modify a Recommendation after clinical experience indicates that a Recommendation is not a best practice or newly developed diagnostic tools support new approaches to prevention. You acknowledge and agree that HAS bears no responsibility for the content of the Recommendations.

The Care Champion Services are designed to assist you in obtaining appropriate medical care from your health care providers and understanding the terms and conditions of your health benefit plan. Care Champion Services may include, for example, assisting you in finding an appropriate provider in your plan’s network, scheduling medical appointments, arranging for transportation to a medical visit or setting up home delivery of your medications. The Care Champion Services are not medical or other health care professional services. HAS does not practice medicine, provide medical advice or perform any services requiring professional licensure. HAS does not recommend particular treatments for individual patients or particular providers. Your receipt of the Care Champion Services does not create any patient-provider relationship with HAS. You should not make any changes to your medical care based solely on the Care Champion Services. All medical decisions should be made in consultation with your physician. HAS is not liable for any action or inaction of health care providers from whom you obtain medical care in connection with receiving the Care Champion Services. The Care Champion Services are not intended to assist you in handling a medical emergency. IF YOU BELIEVE YOU ARE HAVING A MEDICAL EMERGENCY, CALL A DOCTOR OR SEEK EMERGENCY MECICAL TREATMENT IMMEDIATELY.

While HAS believes that the Care Champion Services can support informed health care decision-making by patients, HAS does not credential providers or endorse or recommend their services. HAS does not guarantee providers’ results. You are solely responsible for selecting your health care providers, whether or not you use the Care Champion Services for this purpose. HAS disclaims any liability for medical malpractice or other acts or omissions of providers.

OWNERSHIP OF CONTENT

The Services are owned and operated by HAS. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Services are the property of HAS or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, logos and service marks displayed on the Services, whether registered or unregistered, are owned exclusively by HAS or its affiliates and/or other third parties. Nothing contained in these Terms, nor your use of the Materials, shall be construed as granting you any license or right in or to any trademark, logo, or service mark. HAS reserves all rights not expressly granted in these Terms.

LICENSE TO THE SERVICES AND MATERIALS

HAS hereby grants you a nontransferable, nonexclusive license to use the Services (including the Materials contained on the Services) solely for your own personal, non-commercial use, and information. You may not reproduce, display, publish, distribute, sell, license, or modify the Materials or incorporate the Materials into other documents, websites, or publications.

TECHNOLOGY; SUPPORT

We do not warrant or guarantee that the Services will function with your mobile or computing device or be compatible with the hardware or software on any particular devices. Information will be transmitted over a medium that will be beyond our control and jurisdiction; multiple factors, including network availability, may affect alert or notification delivery or otherwise interfere with the operation of the Service.  We have no obligation to provide technical support or maintenance for the Service.

Although we take reasonable measures to keep the Services free of viruses, worms, Trojan horses or other code that contain destructive properties, we do not warrant or guarantee that files available for downloading through the Services will be free of such contaminations.

TERMINATION

HAS reserves the right to limit, suspend or terminate your account and/or your access and use of the Services at any time without notice and remove and discard all or any part of your account and user profile. You agree that HAS will not be liable to you or any third party for any such limitation, suspension or termination. Your only remedy with respect to any dissatisfaction with (i) the Services, (ii) any term of these Terms, (iii) any policy or site of HAS in operating the Services, or (iv) any content or information transmitted through the Services, is to terminate your account. You may terminate your use of the Services at any time by deleting your account and discontinuing use of any and all parts of the Services.

USER’S RESPONSIBILITIES

As a condition to your use of the Services, you agree not to: use the Services for any purposes other than to access Materials and use as expressly permitted in these Terms; rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials; impersonate any person or entity, falsely claim an affiliation with any person or entity, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity; delete the copyright or other proprietary rights on the Services; use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy; use the Services if you are under the age of 18 years old or if you reside outside of the United States; remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent foregoing restriction is expressly prohibited by applicable law; or intentionally interfere with or damage operation of the Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

THIRD PARTY SOLUTIONS

The Services may include links or references to other external websites or services solely as a convenience to users (“Third Party Solutions”). Links on Third Party Solutions may lead to resources located on servers maintained by third parties over whom we have no control. HAS does not endorse any such Third Party Solutions or the information, materials, products, or services contained on or accessible through Third Party Solutions. Access and use of Third Party Solutions, including the information, materials, products, and services on or available through Third Party Solutions is solely at your own risk, and HAS makes no warranties, express, statutory or implied, with respect to the reference sites. You acknowledge and agree that HAS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information, materials, products, or services contained on or accessible through Third Party Solutions.

DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY

HAS disclaims any and all warranties expressed, statutory or implied with respect to the Services and the Materials, including but not limited to any implied warranties of merchantability, non-infringement or third party rights and fitness for a particular purpose. HAS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR USE OF THE SERVICES OR MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, HAS’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $100.00 (ONE HUNDRED UNITED STATES DOLLARS).

INTERNATIONAL ISSUES

While we have designed the Services for users in the United States, we recognize the global nature of the Internet. As a condition of using the Services, you agree to comply with all local rules regarding online conduct. Specifically, you agree to comply with all applicable laws regarding the transmission of technical and personal data exported from the United States.

GOVERNING LAW AND DISPUTES

California state law governs these Terms without regard to its conflicts of law provisions.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THESE TERMS OF SERVICE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. Additionally, under Consumer Arbitration Rule 9(b) either party may elect to take a claim to small claims court, even after filing an arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. All issues are for the arbitrator to decide, including issues related to scope and enforceability of this arbitration provision. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THESE TERMS AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND HAS ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to HAS at our address found in the CONTACT INFORMATION section below. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section shall survive expiration, termination or rescission of these Terms.

GENERAL

These Terms,  and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and HAS regarding your use of and access to the Services, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer the Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought against HAS and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees, arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

CONTACT INFORMATION

The Materials and Services hereunder are offered by Health at Scale Corp., 10 Almaden Blvd, Suite 960, San Jose, CA 95113 and email: info@healthatscale.com.