TOS

Terms of Use

TERMS OF USE

Ctrl M Health Platform

The Ctrl M Health Platform which includes the Ctrl M Health App, Services and E-Commerce Shop (“Platform”) is made available by Ctrl M Health, Inc. (“Ctrl M Health,” “us,” “our,”and/or“we”). Certain features of the Platform may be subject to additional guidelines, terms, or rules, which will be posted on the Platform in connection with such features. Allsuchadditional terms, guidelines, and rules are incorporated by reference into this Agreement. References to “you” and “your” refer to you, a user of ourPlatform.

THESE TERMS OF USE (“AGREEMENT”) SET FORTH THE LEGALLYBINDINGTERMS FOR YOUR USE OF THE PLATFORM. BY ACCESSING OR USINGTHEPLATFORM, YOU ARE ACCEPTING THIS AGREEMENT AND YOU REPRESENTANDWARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TOENTERINTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE PLATFORM OR ACCEPT THE AGREEMENT IF YOU DO NOT HAVE THE CAPACITY TO ENTERINTOTHIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONSOFTHIS AGREEMENT, DO NOT ACCESS AND/OR USE THE PLATFORM. IF YOUAREUSING THE PLATFORM ON BEHALF OF A COMPANY, ENTITY, ORORGANIZATION,YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF SUCH COMPANY, ENTITY, OR ORGANIZATION WITHTHEAUTHORITY TO BIND IT TO THIS AGREEMENT.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CTRL M HEALTH ON AN INDIVIDUAL BASIS, NOT AS A CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

  1. IMPORTANT DISCLAIMERS.

    1. THE PLATFORM IS USED, AMONG OTHER THINGS, TO SUPPORT INDIVIDUALS WHO SUFFER FROM HEADACHE AND MIGRAINE.

    1. THE STATEMENTS MADE WITHIN THE PLATFORM HAVE NOT BEEN EVALUATED BY THE U.S. FOOD AND DRUG ADMINISTRATION OR SIMILAR AGENCIES OF OTHER COUNTRIES. THE PLATFORM IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE, AND CTRL M HEALTH DOES NOT OFFER MEDICAL ADVICE. ANY INFORMATION ACCESSED THROUGH THE PLATFORM IS FOR MATIONAL AND EDUCATIONAL PURPOSES ONLY, ISNOTINTENDED TO BE A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND IS NOT INTENDED TO COVER ALLPOSSIBLEUSES, DIRECTIONS, PRECAUTIONS, OR ADVERSE EFFECTS OFANYPRODUCTS REFERRED TO OR DISCUSSED THEREIN.SUCHINFORMATION INCLUDES, WITHOUT LIMITATION, THIRD-PARTY MATERIALS, USER CONTENT, AND CTRL M HEALTH-GENERATED CONTENT DERIVED FROM USER CONTENT. THE INFORMATIONONTHE PLATFORM SHOULD NOT BE USED FOR THE DIAGNOSISORTREATMENT OF ANY MEDICAL CONDITION. ALWAYSCONSULTYOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDERIFYOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION.NEVERDISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAYINSEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ONTHEPLATFORM.

    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES AS TO ANY THIRD-PARTY PRODUCTS OR SERVICES DISCUSSED, REFERENCED, OR SOLD ON OR THROUGH THE PLATFORM. ANY REPRESENTATIONS OR WARRANTIES, IF ANY, REGARDING SUCH THIRD-PARTY PRODUCTS OR SERVICES ARE OFFERED BY THE THIRD-PARTY MANUFACTURER OR SOURCE OF SUCH PRODUCTS AND SERVICES.

    1. THE FOREGOING DISCLAIMERS SHALL NOT LIMIT THE MORE GENERAL DISCLAIMERS IN THIS AGREEMENT BELOW.

  1. PRIVACY

     In the course of using the Platform, you may submit User Content, including personal information, to Ctrl M Health. Ctrl M Health’s Privacy Policy, together with any specific privacy notices or statements (collectively, “ Ctrl M Health Privacy Policies ”) detail how we treat your User Content. We agree to abide by the Ctrl M Health Privacy Policies and you agree that Ctrl M Health may use and share your User Content in accordance with the Ctrl M Health Privacy Policies and applicable data privacy and protection laws.

  1. ACCOUNTS.

    1. Account Creation. In order to use certain features of the Platform, you must register for an account with Ctrl M Health (“Ctrl M Health Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information at all times. Additionally, in order to use the E-Commerce Shop, you must register for an account with Ctrl M Health E-Commerce (“Ctrl M Health E-Commerce Account”) and provide certain information about yourself as prompted by the account creation form. You r epresent and warrant that: (a)all required account creation information you submit is truthful and accurate; and
      (b) you will maintain the accuracy of such information at all times.

    1. Ctrl M Health may suspend or terminate your Ctrl M Health Account as provided in this Agreement below.

    1. Account Management. You may delete your Ctrl M Health Account at any time, for any reason by contacting support at:support@ctrlmwpprod.wpengine.com.Additionally, you may cancel product subscriptions and manage your Ctrl M Health E-Commerce Account, including cancelling your account.

    1. Account Responsibilities. When you create a Ctrl M Health Account and/or a Ctrl M Health E-Commerce Account, you will establish or be provided with a user name and password. You are responsible for maintaining the confidentiality of your Ctrl M Health Account and/or Ctrl M Health E-Commerce Account login information and are fully responsible for all activities that occur under your Ctrl M Health Account and/or you Ctrl M Health E-Commerce Account. You agree immediately to notify Ctrl M Health of any unauthorized use, or suspected unauthorized use, of your Ctrl M Health Account and/or your Ctrl M Health E- Commerce Account or any other breach of security. Your access to the Platform, and to your accounts, is solely for your own personal use. You shall not authorize or enable others to use your accounts. Except with the express authorization of another user to access and use the Platform on such user’s behalf (e.g., as a caregiver or other agent of such user), you shall not use the user name(s) or password(s) of any other user at any time, or attempt to impersonate another user, or any person who is not a user.

  1. MOBILE PLATFORM.

    1. Personal, Non-Commercial Limited License. Subject to the terms of this Agreement, Ctrl M Health grants you a limited, revocable, non-transferable, non- exclusive license to install and use the Platform, in executable object code format only, solely on your own handheld mobile device, for your personal, noncommercial use.

    1. Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive product or service; (d) except as expressly stated herein or otherwise permitted by Ctrl M Health in advance in writing, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means (including by, e.g., scraping, mirroring, framing, embedding, or linking); and (e) your use of the Platform shall at all times comply with all applicable laws and regulations. Commercial useofanycontentmadeavailablethrough the Platform is strictly prohibited without the specific prior written consent of Ctrl M Health. Any future release, update, or other addition to functionality of the Platform shall be subject to the terms of this Agreement. All copyright and other proprietary notices on the Platform content must be retained on all copies thereof.

    1. Modification . Ctrl M Health reserves the right, at any time, to modify, suspend, or discontinue the Platform, or any part thereof, with or without notice. You agree that Ctrl M Health will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform, or any part thereof.

    1. Ownership . Excluding User Content (as defined below), you acknowledge that all intellectual property rights in and to: (i) the Platform; (ii) all names, logos and trademarks used with the Platform; and (iii) all content available through the Platform including but not limited to designs, data and databases, text, graphics, images, photographs, illustrations, audio and video material, artwork, proprietary information, client- and server-side code (e.g., HTML, JavaScript, active server pages, VBScript, databases, etc.) are owned by Ctrl M Health or Ctrl M Health’s licensors. The provision of the Platform does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights including but not limited to any rights relating to Ctrl M Health Products available on the E- Commerce Shop. Ctrl M Health and its suppliers reserve all rights not granted in this Agreement.

    1. App Platforms.

      1. Generally . You acknowledge and agree that the availability of the App is dependent on the third-party app platform from which you received the App, e.g., the Apple App Store® or the Google Play® Store ( “App Platform” ). You acknowledge that this Agreement is between you and Ctrl M Health and not with the App Platform provider. Ctrl M Health, not the App Platform provider, is solely responsible for the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). You agree to pay all fees charged by the App Platform provider in connection with the App. Each App Platform may have its own terms and conditions to which you must agree before downloading the App from it. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable agreements, terms, and conditions of use/service, and other policies of the applicable App Platform. You acknowledge that the App Platform provider (and its subsidiaries) is a third-party beneficiary of this Agreement and will have the right to enforce this Agreement.

      1. Accessing and Downloading the Application from Apple. The following additional terms apply to the App as accessed through or downloaded from Apple’s iTunes® or App Store® ( “App Store-Sourced Mobile App” ):

        1. You acknowledge and agree that (1) this Agreement is concluded between you and Ctrl M Health only, and not Apple, and (2) Ctrl M Health, not Apple, is solely responsible for the App Store- Sourced Mobile App and content thereof. The license granted to you in this Agreement to use the App Store-Sourced Mobile App is a non-transferable right to use the App Store-Sourced Mobile App on any Apple Device that you own or control, and only as permitted by the Usage Rules set forth in the App Store Terms of Service.

        1. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Mobile App.

        1. In the event of any failure of the App Store-Sourced Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Mobile 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 Store-Sourced Mobile App. As between Ctrl M Health and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Ctrl M Health.

        1. You and Ctrl M Health acknowledge that, as between Ctrl M Health and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store-Sourced Mobile App or your possession and use of the App Store-Sourced Mobile App, including, but not limited to:
          (1) product liability claims;
          (2) any claim that the App Store-Sourced Mobile App fails to conform to any applicable legal or regulatory requirement; and
          (3) claims arising under consumer protection or similar legislation.

        1. You and Ctrl M Health acknowledge that, in the event of any third- party claim that the App Store-Sourced Mobile App or your possession and use of that App Store-Sourced Mobile App infringes that third-party’s intellectual property rights, as between Ctrl M Health and Apple, Ctrl M Health, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

        1. You and Ctrl M Health acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as relatedtoyourlicenseoftheApp Store-Sourced Mobile App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store-Sourced Mobile App against you as a third-party beneficiary thereof.

        1. You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

        1. Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store-Sourced Mobile App.

  1. COMMUNICATIONS.

    1. Text Messaging. You agree that Ctrl M Health, its affiliated companies, and necessary third-party service providers and those acting on its behalf may send you operational and informational text (SMS) messages about your use of the Platform at the mobile phone number you provide us. Ctrl M Health may also send marketing or other promotional messages to the extent that you have provided the appropriate opt-in consent. Messages from Ctrl M Health may include, but are not limited to: operational communications concerning your user account or use of the Platform, updates concerning new and existing features on the Platform, communications concerning promotions run by us or our third-party partners, and news concerning Ctrl M Health and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. Your agreement to receive promotional texts is not a condition of any purchase or service offered by Ctrl M Health. If you change or deactivate the phone number you provide to Ctrl M Health, you must update your account(s)t information to help prevent us from inadvertently communicating with anyone who acquires your old number. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems.

    1. Opt-Out. You may opt out of receiving text messages from Ctrl M Health at any time by replying STOP to any text message from Ctrl M Health. If you opt-out of receiving all text messages from Ctrl M Health, you will not be able to use certain Services available on the Platform without agreeing to receive operational text messages. You may continue to receive text messages for a short period while Ctrl M Health processes your request, and you may also receive text messages confirming the receipt of your opt-out request.

    1. Push Notifications. When youinstallour A pp on yourmobiledeviceyouagree to receive push notifications, which are messages an app sends you on your mobile device even when the app is not on. You can turn off notifications by adjusting your mobile device’s settings.

    1. Email. You agree that we may send you emails concerning our products and services, as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email.

  1. USER CONTENT.

    1. User Content. “User Content” means any and all information and content that a user inputs and/or submits to the Platform, including without limitation, content in the user’s profile. You acknowledge and agree that Ctrl M Health is not responsible for any User Content, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Ctrl M Health does not assume and will not have any liability or responsibility to you or any other person or user for your use or misuse of any User Content.

    1. User Content Restrictions. You agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content that
      (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
      (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature, as determined by Ctrl M Health in its sole discretion; or
      (c) in violation of any law, regulation, or obligations or restrictions imposed by any third-party (including, e.g., any obligation of non-disclosure or confidentiality).

    1. User Content Responsibilities . You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). Ctrl M Health is not obligated to backup any User Content and you are solely responsible for creating backup copies of your User Content, if you desire.

    1. Right to Remove Content . You agree that Ctrl M Health has the right to remove any content, including User Content, from the Platform at any time, with or without cause. Ctrl M Health also has the right to refuse, move, or block access to any material submitted on or through the Platform, and to establish general practices and limits concerning use of the Platform. The decision of whether or not to remove content from the Platform is within Ctrl M Health’s sole and complete discretion. Ctrl M Health has no obligations, contractual or otherwise, to take or refrain from taking any action. Under no circumstances will Ctrl M Health be liable for removing or failing to remove any content.

    2. License . You hereby grant, and you represent and warrant that you have the right to grant, to Ctrl M Health an irrevocable, perpetual, non-exclusive, royalty-free and fully-paid, worldwide license to use, reproduce, distribute, publicly display and perform, modify, adapt, prepare derivative works of, incorporate into other works, and otherwise exploit your User Content, and to grant sublicenses of the foregoing, for the purposes of providing the Platform to you, for any specific purpose identified in connection with our solicitation or collection of your User Content, and as otherwise permitted by our privacy policies. For the avoidance of doubt, except where limited by applicable law, this license continues even after you stop using the Platform, including without limitation with respect to aggregate and de-identified data derived from your User Content and any residual backup copies of your User Content made in the ordinary course of our business. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

    1. Feedback. If you provide Ctrl M Health any feedback or suggestions regarding the Platform ( “Feedback” ), you hereby assign to Ctrl M Health all rights in the Feedback and agree that Ctrl M Health shall have the right to use such Feedback and related information in any manner it deems appropriate. Ctrl M Health will treat any Feedback you provide to Ctrl M Health as non-confidential and non- proprietary. You agree that you will not submit to Ctrl M Health any information or ideas that you consider to be confidential or proprietary.

    1. Other Users. Each user of the Platform is solely responsible for any and all of such user’s User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content and we assume no responsibility for any User Content. Your interactions with other users are solely between you and such users. You agree that Ctrl M Health will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user, we are under no obligation to become involved.

  1. ACCEPTABLE USE POLICY . The following sets forth Ctrl M Health’s “Acceptable Use Policy”:

    1. Technological Restrictions. You agree not to use the Platform to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform or violate the regulations, policies or procedures of such networks; (e) attempt to or impersonate another user or Ctrl M Health or gain unauthorized accessto the Platform,other computer systemsor networks connected to or used together with the c, through password mining orothermeans; (f) harass or interfere with another user’s use and enjoyment ofthePlatform; or (g) introduce software or automated agents or scripts to thePlatformso as to produce multiple accounts, generate automated searches, requestsorqueries, or to strip, scrape, or mine data from the Platform.

    1. Monitoring, Suspension, and Termination. We reserve the right to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content and/or terminating your Ctrl M Health Account in accordance with this Agreement, as provided below) if we in our sole discretion suspect that you have violated the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.

  1. INDEMNITY.

You agree to indemnify and hold Ctrl M Health and its affiliates, and its and their directors, officers, members, principals, owners, employees, agents, representatives,contractors,successors, and assigns, harmless from any and all losses, damages, liabilities, claims,actions,judgments, awards, penalties, fines, costs and/or expenses (including reasonable attorneys’fees)arisingfromorrelatingtoanyclaimordemandmadebyanythirdpartyduetoorarisingoutof (i) your use or misuse of the Platform, (ii) your User Content, (iii) your violation of this Agreement; or (iv) your violation of applicable laws or regulations. Ctrl M Health reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Ctrl M Health. Ctrl M Health will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

  1. DISCLAIMERS.

YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PLATFORM AREATYOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT FOR THOSE WARRANTIES MADE ANDEXPRESSLYIDENTIFIED AS WARRANTIES BY CTRL M HEALTH, CTRL M HEALTH DOESNOTMAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE PLATFORM; (B)ANYPRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM; AND (C)THEACTS OR OMISSIONS OF USERS THROUGH THE PLATFORM, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FORAPARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. CTRL M HEALTH MAKES NO REPRESENTATION OR WARRANTYTHATANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ONOROFFERED THROUGH THE PLATFORM ARE ACCURATE, COMPLETE,APPROPRIATE,RELIABLE, OR TIMELY. CTRL M HEALTH ALSO MAKES NO REPRESENTATIONSORWARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ORTHAT YOUR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OFIMPLIEDWARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

  1. LIMITATION ON LIABILITY AND RELEASE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CTRL M HEALTH OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PRINCIPALS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PRINCIPALS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE PLATFORM; (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PLATFORM; OR (C) ANY ACTS OR OMISSIONS OF USERS THROUGH THE PLATFORM, EVEN IF CTRL M HEALTH OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CTRL M HEALTH AND ITS AFFILIATES AND SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, OWNERS, PRINCIPALS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNEES) TO YOU EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE TO CTRL M HEALTH BY YOU UNDER THIS AGREEMENT, AND (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), AND EVEN IF CTRL M HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSIONOFLIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THEABOVELIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAYALSOHAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

  1. TERM AND TERMINATION.

Subject to this Section, this Agreement will remain in full force and effect while you usethePlatform. We may (a) suspend your rights to use the Platform (including your Ctrl MHealthAccount and/or Ctrl M Health E-Commerce Account) or (b) terminate this Agreement, at any time and for any reason whatsoever, at our sole and complete discretion. Upon termination of thisAgreement,yourCtrlMHealthAccountandrighttoaccessandusethePlatformwill terminate immediately. You understand that any termination of your Ctrl M HealthAccountand/or Control M Health E-Commerce Account involves deletion of your UserContentassociated therewith from our Platform and databases. Ctrl M Health will not have any liability whatsoever to you for any termination of this Agreement, including for termination of yourCtrlM Health Account and/or Ctrl M Health E-Commerce Account, or deletion of your User Content. Sections 1, 2, 4.4, 4.5, 5.4, 6, 8, 9, 10, 11, 13, 14, and 15 of this Agreement will survive termination.

  1. COPYRIGHT POLICY.

Ctrl M Health respects the intellectual property of others and asks that users of our Platformdothe same. In connection with our Platform, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If youbelievethat any portion or content of our Platform unlawfully infringes the copyright(s) in a workandyou wish to have the allegedly infringing material removed, the following information intheform of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided toourdesignated Copyright Agent:

  • Your physical or electronic signature;

  • Description of the copyrighted work(s) that you claim has been infringed;

  • Description of the material on our services that you claim is infringing and that you request us to remove;

  • Sufficient information to permit us to locate such material;

  • Your address, telephone number, and e-mail address;

  • A statement that you have a good-faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notificationandallegation of copyright infringement. The Designated Copyright Agent for Ctrl M Healthis:Ctrl M Health, Inc.

ATTN: DESIGNATED COPYRIGHT AGENT

The Curtis Center

601 Walnut Street, Suite 170W Philadelphia, PA 19106support@ctrlmwpprod.wpengine.com

  1. CHOICE OF LAW, ARBITRATION AGREEMENT, JURY TRIALWAIVER,CLASS ACTION WAIVER, AND FORUM SELECTION.

    1. Choice of Law . This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of law provisions.

    1. Pre-Arbitration Dispute Resolution. We are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@ctrlmwpprod.wpengine.com.If such efforts prove unsuccessful, a party may seek to submit the dispute to arbitration by sending to the other party, by certified mail, a written Notice of Dispute. The Notice of Dispute to us should be sent to our address identified in this Agreement below (“ Notice Address ”).

    1. Arbitration Agreement . Except for disputes brought in small claims court, all disputes between you and Ctrl M Health arising out of, relating to, or in connection with the Platform shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association ( “AAA” ) for consumer arbitration. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. YOU AND CTRL M HEALTH AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in this Agreement to the contrary, if the class-action waiver in the prior sentence is deemed invalid or unenforceable, however, neither you nor we are entitled to arbitration. This arbitration agreement is subject to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. Notwithstanding any provision in this Agreement to the contrary, we agree that if Ctrl M Health makes any future change to this dispute resolution provision, it will not apply to any individual claim(s) that you had already provided notice of to Ctrl M Health. Information on AAA and how to startarbitration can be found at www.adr.org.

    1. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

    1. Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Platform, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement). Forum Selection. If the arbitration procedure in this Section is found unenforceable or not to apply for a given dispute, then the parties agree that the proceeding must be brought exclusively in a court of competent subject matter jurisdiction with geographic jurisdiction over Philadelphia, Pennsylvania.

  1. CONSENT TO RECEIVE NOTICES ELECTRONICALLY.

You consent to receive electronically any agreements, notices, disclosures, andothercommunications (collectively, “Notices”) to which this Agreement refers including, without limitation, by e-mail, posting information and materials online at Ctrl M Health’s website(s),apush notice through the Platform, or other electronic communication technology thatmayhereafter be adopted or developed. You agree that all Notices that we provide toyouelectronically satisfy any legal requirements that such communications be in writing. Also, please note that your consent to receive notices is separate from any election that you make with respect to receipt of marketing communications, which is discussed under the Privacy Policy.

  1. GENERAL.

    1. Availability. Ctrl M Health will make reasonable efforts to keep the Platform operational. However, certain technical difficulties, routine maintenance/upgrades and other events outside the control of Ctrl M Health may, from time to time, result in temporary interruptions to the Platfrom. In addition, Ctrl M Health reserves the right at any time and from time to time to modify or discontinue (on a temporary or permanent basis) certain functions of the Platform or the entirety of the Platform, with or without notice.

    1. No Support or Maintenance. You acknowledge and agree that Ctrl M Health will have no obligation to provide you with any support or maintenance in connection with the Platform.

    1. Changes to Terms of Use. You agree that Ctrl M Health may modify this Agreement at any time by adding new terms or by deleting or amending existing terms. Such modifications will be effective as of the date that the updated terms are posted on Ctrl M Health’s website or through the Platform (“ Effective Date ”). Your continued access to and use of the Platform after the Effective Date constitutes your acknowledgment of such modifications and your agreement to abide, and be bound, by the Agreement as modified. If you do not accept such modification(s), then you must stop using the Platform.

    1. Links to Affiliate Websites . The Platform may contain links to websites controlled or offered by our parent, subsidiaries, related companies, and affiliates, which may contain terms of service that are different from this Agreement. You should read the terms of services and privacy policies on each such website, as your accessing such website constitutes your agreement to be bound by the terms and conditions and privacy policies contained in such website.

    1. Third-Party Links. The Platfrom may contain links to third-party websites that are not under the control of or maintained by CtrlM Health, including advertiser websites (the “ Linked Sites”). The Linked Sites are not under the control of Ctrl M Health and Ctrl M Health is not responsible for the content of any Linked Site. Ctrl M Health does not endorse or make any representations about these websites, or any information, materials, or products found thereon. If you access any of the third-party websites linked to by the Platform, you do so at your own risk. In no event shall Ctrl M Health be liable for any loss, claim, damages, or costs that may arise in connection with your access to or use of any third-party links or Linked Sites. Any dealings with third parties (including advertisers) included within the Platform or Linked Sites, or participation in promotions offered by third parties, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. Ctrl M Health shall not be responsible or liable for any part of any such dealings or promotions.

    1. Access and Use Where Prohibited . Access to and use of the Platform are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this Section.

    1. Operation of the Platform from the United States of America . By accessing and using the Platform, you acknowledge and agree that Ctrl M Health controls and operates all parts of the Platform from its offices in the United States of America and that the Platform is intended for use by Users located in the United States of America. Unless expressly stated to the contrary, Ctrl M Health makes no representation that the Platform is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Platform are solely directed to individuals, companies, or other entities located in the United States of America. Ctrl M Health reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through the Platform is void where prohibited. If you access or use the Platform from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of the Platform in violation of applicable export laws and regulations.If you access the Platform from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and the Ctrl M Health Privacy Policies.

    1. Miscellaneous. This Agreement constitutes the entire agreement between you and usre garding the use of the Platform. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision, nor shall any single or partial exercise by Ctrl M Health of any rightorpower hereunder preclude further exercise of that or any other right hereunder. The section titles in this Agreement are for convenience only and have no legalorcontractual effect. The word “including” means “including withoutlimitation.”If any provision of this Agreement is, for any reason, held to be invalidorunenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Nothing containedhereinshall be construed to establish an employment, partnership, or joint venture relationship between you and Ctrl M Health. This Agreement, and yourrightsand obligations herein, may not be assigned, subcontracted, delegated,orotherwise transferred by you without Ctrl M Health’s prior written consent,andany attempted assignment, subcontract, delegation, or transfer in violation oftheforegoing will be null and void. The terms of this Agreement shall bebindingupon assignees. In the event Ctrl M Health’s performance of this Agreement,orany obligation hereunder, is prevented, restricted, or interfered with by reasonofacts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or anyothercircumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Ctrl M Health, Ctrl M Health shall be excused from such performance on a day-to-day basis totheextent of such prevention, restriction or interference.

  1. CTRL M HEALTH CONTACT INFORMATION .
    Ctrl M Health, Inc. The Curtis Center
    601 Walnut Street, Suite 170W Philadelphia, PA 19106 support@ctrlmwpprod.wpengine.com