Terms of policy.

PLEASE READ THESE TERMS AND CONDITIONS (THE “TERMS”) CAREFULLY AS THEY DESCRIBE THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AND SERVICES MADE AVAILABLE AND/OR PROVIDED BY HEALTH IS WEALTH HQ LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND/OR ITS SUBSIDIARIES AND AFFILIATES ( HEREINAFTER “COMPANY”, “WE”, “OUR” OR “US” ).

SECTION 1 – OVERVIEW

ACCEPTANCE OF THESE TERMS

These Terms govern the use of the website located at https://www.healthiswealthhq.com (the “Website”), including all services provided through the Website, your use of interactive features, applications, related mobile applications, content, downloads and/or other services that we own and control and that post a link to these Terms (each individually, a “Service” and collectively the “Services”). These Terms apply to all users of the Services, including without limitation users who are browsers and/or contributors of content. Visiting our Services constitutes your electronic signature on this agreement (the “Agreement”) and your consent to execute this Agreement electronically.  

By visiting our Services, registering an account, or paying for a Service, (1) you acknowledge that you have read, understand, and agree to be bound by this Agreement, (2) you represent that you are eighteen (18) years of age or older, and (3) you represent that you have the authority to enter into this Agreement, personally or if you have named a company, on behalf of that company (you or any such company, the “Client”, “you”, or “Customer”), and to bind the Client to the terms of this Agreement. If you do not agree to all terms and conditions of this Agreement, or if you do not have such authority, you must not accept this Agreement or access the Services.

To the extent there is a conflict between this Agreement and any additional agreement you have signed with Company (an “Additional Agreement” or “Additional Terms”), this Agreement will control unless the Additional Agreement expressly states otherwise.

Any new features or tools which are added to the Services shall also be subject to this Agreement. You can review the most current version of the Terms at any time on this page: (https://healthiswealthhq.com/terms).We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.

Throughout these Terms, You and Company may be referred to individually as the “Party”, or collectively, the “Parties”.

ACCEPTANCE OF PRIVACY POLICY

By using the Website or any Service, you acknowledge and accept our privacy policy located at https://healthiswealthhq.com/privacy-policy (the “Privacy Policy”) and consent to the collection and use of your data in accordance with the Privacy Policy.

SECTION 2 – SERVICE DESCRIPTION AND DISCLAIMERS

The Services, which includes a revolutionary fitness app, combine social media and telehealth features (health and wellness practitioners that users are connected with using the Services are hereinafter referred to as “Practitioners”) to help users stay healthy and motivated. Health is Wealth HQ LLC is committed to helping you realize that your health is your true wealth.

WE ARE NOT A HEALTHCARE PROVIDER AND WE DO NOT PROVIDE MEDICAL SERVICES. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS OR SITUATIONS REQUIRING A HANDS-ON OR IMMEDIATE RESPONSE OR TREATMENT. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND 911. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE WEBSITE IS INTENDED TO BE HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

ADVICE DISCLAIMER

Company does not provide legal, accounting, investment, tax, medical, or personal advice. Any representation or implication to the contrary is expressly disclaimed. You should consult your own legal, accounting, investment, tax, and medical experts before using our Website, any Service, or products we review.

PRACTITIONER DISCLAIMER

We have no control over, and cannot guarantee the availability of, any Practitioners at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom.

You are responsible for choosing your own Practitioner. Company makes reasonable efforts to ensure that Practitioners only participate in the Services if they hold all active licenses required by law to practice in the areas, and provide the services, offered by them. To help you find Practitioners who may be suitable for your needs, and enable the maximum choice and diversity of Practitioners participating in the Services, we will provide you with lists and/or profiles of Practitioners. These results are based on information that you provide to us, such as your needs, geographical location, and specialty areas. Practitioners may also be based on other criteria (including, for example, availability, past selections by and/or ratings of Practitioners by you or by other Company users, and past experience of Company users with Practitioners).

All of the Practitioners are independent professionals solely responsible for the information, assistance and services they provide to you. You expressly acknowledge and agree that Practitioners are independent entities and not Company’s contractors, agents or employees. We do not make any representations or warranties of any kind with respect to any Practitioner, nor shall Company be deemed to endorse any Practitioner. We are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any Practitioner, or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom. We are not a party to any sessions with a Practitioner (virtual or in-person), and we are in no way responsible for the treatments offered, advice proffered, services provided, performance or non-performance of any Practitioner thereunder.

Our Services function solely as a neutral venue and are to be used as a general resource. We are not involved in or a party to any actual transactions between you and Practitioners.  We are not responsible for decisions made using the information from the Website or from any Practitioner you engage with. As a result, Company has no control over the quality, accuracy, safety, or legality of the transactions that take place on the Website involving Practitioners, and we are absolutely not responsible for the actions or inactions of Practitioners.  We want to try to help if there are issues, so if you and your Practitioner are unable to resolve a dispute, Company, in its sole discretion, may use commercially reasonable efforts to mediate and arrive at a mutually agreed upon resolution. Notwithstanding anything to the contrary herein, you understand that any transaction you enter into with a Practitioner is strictly between you and the Practitioner. Any dispute you have with a Practitioner is between you and the Practitioner, and We will not be a party to that dispute.

GENERAL DISCLAIMER

Any information or content that you obtain or receive from us, our employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and redemption purposes only.

SECTION 3 - ELECTRONIC DELIVERY, NOTICE POLICY, AND CONSENT

By using any Service, you consent to receive from Company, as well as from Practitioners that may provide Services directly to you, all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, “Contract Notices”) via your mailing address, email, telephone, SMS text messages, push notifications, or facsimile number provided by you when creating an account. Company may provide the electronic Contract Notices by posting them on the Website or other Service. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Services. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent.

You agree to notify us of any changes in your address or other contact details. Company may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. You also acknowledge that these communications may be monitored and/or recorded for quality assurance purposes, and you expressly consent to being monitored or recorded.  We promise to safeguard these communications and not share them with any other third party except in limited instances clearly outlined in our Privacy Policy.  To stop receiving phone calls or text messages, please email us at info@healthiswealthhq.com. 

Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means.

You are obligated to review the Services periodically for changes and modifications and agree not to contest the admissibility or enforceability the Website or Service’s electronically stored copy of these Terms in any proceeding arising out of these Terms.

You agree and represent that you have a suitable computer with Internet access, an email address, and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

SECTION 4 – COMPANY SERVICES AND REGISTRATION

Company will provide Services as described in each applicable “Service Description”. For the purposes of this Agreement, “Service Description” shall mean each document periodically updated and incorporated herein that contains a description of any Services.

In order to use the Services, you will be required to register. You agree to provide accurate, current and complete information in connection with your registration and use of the Website (the “Registration Data“) and agree to maintain and promptly update your Registration Data as necessary to maintain its accuracy. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable. Company reserves the right to suspend or terminate access to and use of the Website, or any portion thereof, on the basis of inaccurate or incomplete Registration Data. Client agrees to pay the fees and expenses set forth in the Service Description of the Service(s) purchased by Client and as set forth in this Agreement.

You will safeguard your user name and password. You are responsible for all activity occurring under or relating to your account. You will notify us immediately if you learn of any unauthorized use of your user name and password or any other known or suspected breach of security.

You recognize that Company has proprietary relationships with its Practitioners (the “Protected Parties”) and hereby agree that you will not, directly or indirectly, contact, deal with or otherwise involve yourself with any Practitioners introduced, directly or indirectly, by or through the Services, without the prior written approval of Company. You agree that your obligations in this clause are necessary and reasonable in order to protect Company and its business.  Accordingly, you agree that, in addition to any other remedies that may be available, Company shall be entitled to seek injunctive relief against the threatened breach of this section or the continuation of any such breach, without limiting any other rights and remedies to which Company may be entitled to at law or in equity.

Company is a technology company and does not engage in the practice of medicine. The Services are solely a technology solution designed to help users stay healthy and motivated. Company does not provide medical care to users of the Services or endorse any Practitioners that offers medical care using the Services. By using the Services, you acknowledge and agree that:

a.       Company is not a party to the relationship you enter into with any Practitioners;

b.       Company does not actively monitor the use the Services by Practitioners or other users;

c.       Company is not liable for the care or advise provided by Practitioners using the Services;

d.       the services provided by a Practitioner are provided at the sole discretion of the Practitioner;

e.       the services rendered by a Practitioner are subject to their professional judgment.

f.        Company is not an insurance provider and does not offer insurance products;

g.       Company is not a prescription fulfillment warehouse;

h.       you have not previously been prohibited from using the Services by Company;

i.        use of the Services from a jurisdiction other than a jurisdiction which Company operates is prohibited;  

j.        the cost of a Practitioner’s services using the Services may not be reimbursable by commercial insurers, managed care organizations, preferred provider organizations or other payors, but you may seek reimbursement from any such payor for said cost;

k.       the cost of a Practitioner’s services using the Services may not be reimbursable by Medicare, Medicaid or any other government health care program, and you agree not to use the Services for any services that are or might be reimbursable by such programs;  

l.        your use is in compliance with all applicable laws and regulations;

m.      you are at least 18 years of age, or you have obtained the consent of your parent or legal guardian to use the Services and you are accompanied by a parent or guardian who can give informed consent on your behalf if you are under the age of 18 at the time of the consultation with a Practitioner;  

n.       if you are seeking services from a Practitioner on behalf of a child, dependent or other person for whose medical care you are responsible, your approval of the terms of this Agreement will bind such other individual to these terms;

o.       the information you provide to Practitioners will be accurate and complete; and

p.       services provided by Practitioner through the Services are not "insured services" under any provincial health plans.

Company has no control over the services provided by Practitioners and makes no guarantees that Practitioners will provide you with the services are you are requesting.

SECTION 5 – TERM AND TERMINATION

Concerning the general use of the Services:

This Agreement cannot be terminated and will be in effective and binding upon you during any use of the Services.

Concerning paid Services and the Terms specific to paid Services:

The term will be determined when you create an account, choose a term, and pay for a Service (the “Service Term”) and will automatically renew at the end of each Service Term for an additional Service Term, unless either Party provides notice to the other Party no less than thirty (30) days prior to the renewal date that it is terminating the Agreement at the end of the then current Service Term (e.g. If you sign up for a month to month Service, the Service Term will be one month;  If you sign up for an annual service, the Service Term will be one year).  Either Party may terminate this Agreement at any time, with or without cause, by providing the other Party with no less than a thirty (30) day notice. However, terminating this Agreement prior to the end of the Service Term, does not entitle Client to a refund and the terms of this Agreement will continue to be in effect and binding upon Client until the end of the current Service Term.

CLIENT UNDERSTANDS THAT TERMS MUST BE PAID IN FULL AND IN ADVANCE AND NO REFUNDS WILL BE PROVIDED FOR EARLY TERMINATION.  ALL SALES ARE FINAL AND ALL REQUESTS FOR REFUNDS WILL BE REJECTED. CLIENT AGREES TO BE RESPONSIBLE FOR ANY AND ALL FEES, INCLUDING LEGAL FEES, INCURRED BY COMPANY AND ASSOCIATED WITH CREDIT CARD CHARGE DISPUTES BROUGHT BY YOU IN AN ATTEMPT TO GET A REFUND.

The cost for Practitioners and Practitioner sessions, will be the price agreed between you and the Practitioner(s) on the Services (the "Fees").

You agree that you will use the third-party payment processor provided by the Services for making all payments to Practitioners hereunder, and all such payments shall be subject to the terms and conditions and privacy policy of the respective payment processor. Company is not and will not be responsible or liable for such third-party payment processor or any acts or omissions of such third party.

Notwithstanding anything to the contrary herein, if you are not satisfied with the Service you have signed up to, you may request a refund of your most recent payment to Company within twenty-four (24) hours from the date and time the specific Service was provided. Claims submitted beyond this period will not be eligible for refund.

Any Practitioner session missed, late cancelled, or changed is subject to the “Cancellation Policy” posted for each Service and Practitioner during the booking process. As a result of those rules, late cancellations can result in charges up to and equal to one hundred percent (100%) of the Fee paid.

Interest and finance charges will accrue on all late payments, and will be charged at the maximum rate allowable by law, or at two percent (2%) per month, whichever is less. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Company in collecting late or unpaid Fees due hereunder. Nothing mentioned herein will limit any additional rights and remedies available to Company at law or in equity arising out of your failure to make payment.

All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

SECTION 6 – SYSTEM AND SERVICE ACCESS, CLIENT IP

Client access to Services is on a limited, non-exclusive, non-transferable basis only during the term of this Agreement. Client agrees that it will access Services only (i) through its “Authorized Users” acting within the scope of their service for Client; (ii) on Company’s servers as authorized by Company; and (iii) for the sole benefit of Client. For the purposes of this Agreement, “Authorized Users” means those users designated by Client on Company Services control screens who are (i) direct family members of Client or (ii) other individuals, corporations, or entities that are not competitors of Company and that have a valid agreement with Client and have been granted access to Services by Client in its exercise of reasonable discretion and with respect to which Client has obtained reasonable assurances that they will comply with the Terms set forth in this Agreement.

Client will ensure that each Authorized User will comply with this Agreement as well as all applicable laws. Client will terminate any Authorized User’s access to Services (i) when an Authorized User ceases to perform work on behalf of Client or (ii) if an Authorized User breaches any term of this Agreement. Client is responsible for all acts and omissions of any Authorized User in connection with that Authorized User’s access and use of Services. Company reserves the right to restrict or terminate an Authorized User’s access to Services if Company determines, in its reasonable discretion, that such access has an adverse effect on Company, including, without limitation, with respect to Company’s business or Services.

Client is and will remain the sole and exclusive owner of all right, title, and interest in and to all information, data and other content provided by Client to Company to enable the provision of the Services.

Client irrevocably grants all rights and permissions in or relating to Client’s intellectual property, to Company and any of its employees, officers, directors, agents, independent contractors, service providers or subcontractors (the “Representatives”) (i) as are necessary or useful for Company to perform the Services and exercise its rights hereunder, (ii) to use to improve and enhance the Services and for other developmental, diagnostic and corrective purposes in connection with the Services or other offerings; and (iii) for any other purposes set forth herein.

SECTION 7 – CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Company is engaged and any personal information about Client. Confidential Information includes all non-public information regarding Company’s business.

Confidential Information does not include information that:

(a)      Recipient already knew, but only if tangibly documented;

(b)      becomes public through no fault of Recipient;

(c)      was independently developed by Recipient with no reference to the documented formulations of disclosing Party, including, without limitation, designs, processes, formulas, statistics provided by third parties as compiled by Company, products, algorithms, source code, firmware, and middleware; or

(d)      was rightfully given to Recipient by another party.

Recipient agrees to hold and maintain Confidential Information in strictest confidence for the sole and exclusive benefit of the other Party. Recipient shall carefully restrict access to Confidential Information to themselves and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Recipient shall not, without prior written approval of other Party, use for its own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the other Party, any Confidential Information. Recipient shall return to the other Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately upon written request for such.

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement, and Recipient’s duty to hold Confidential Information in confidence shall remain in effect until the Party who rightfully owns the Confidential Information sends Recipient written notice releasing Recipient from this Agreement, whichever occurs first.

SECTION 8 – ARBITRATION AND CHOICE OF FORUM

Certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. Client and Company agree that the Parties intend that this section satisfies the “writing” requirement of the Federal Arbitration Act.

If any controversy, allegation, or claim arises out of or relates to any Service, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, the “Dispute”), or to any of Company’s actual or alleged intellectual property rights (an “Excluded Dispute”, then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this section. Your notice to us must be sent via email to: info@healthiswealthhq.com. For a period of sixty (60) days from the date of receipt of notice from the other Party, Company and Client will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either Client or Company to resolve the Dispute or Excluded Dispute on terms with respect to which Client and Company, in each of their sole discretion, are not comfortable.

If the Parties cannot resolve a Dispute as set forth in this section (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN CLIENT AND COMPANY (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY SERVICE PURCHASED FROM COMPANY OR AVAILABLE ON OR THROUGH ANY SERVICE.

The Federal Arbitration Act (the “FAA”), not state law, shall govern the arbitrability of all disputes between Company and Client regarding these Terms (and any Additional Terms) and the Company Services, including the “No Class Action Matters” clause below.

BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.

Company and Client agree, however, that the applicable state, federal or provincial law, as contemplated in the governing law clause below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between Client and Company regarding these Terms and the Company Services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (the “AAA”), except as modified herein, and the arbitration will be administered by any private arbitration service chosen by Company in the state of Delaware. If a party properly submits the Dispute to the designated arbitration service for formal arbitration and the arbitration service is unwilling to set a hearing then either Party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (the “JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that the Parties consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in Montgomery County, TX. The Parties will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Company to pay a greater portion or all of such fees and costs in order for this section to be enforceable, then Company will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual Party seeking relief and only to the extent to provide relief warranted by that Party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Company Services. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF CLIENT OR COMPANY WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN THEY MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN THIS SECTION) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in this section; (b) filing for arbitration as set forth in this section; or (c) filing an action in state or federal court.

The foregoing provisions of this section will not apply to any legal action taken by Company to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to any Service, Company’s intellectual property rights (including such Company may claim that may be in dispute), or Company’s operations.

CLIENT AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to this section. Notwithstanding any other provision of this section, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein, are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted, in state or federal court in State of Delaware. Accordingly, Client and Company consent to the exclusive personal jurisdiction and venue of such courts for such matters. You agree that regardless of any statute or law to the contrary, any claim or cause of action against Company arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose, or be forever barred.

Small claims matters are not excluded from the arbitration requirement. Any claims for ten thousand and 00/100 dollars ($10,000.00) or less may not be filed in small claims court but is subject to this section.

SECTION 9 – COMPLIANCE

You may not use our Services for any illegal or unauthorized purpose nor may you, in the use of our Services, violate any laws in your jurisdiction.

The Parties acknowledge and agree that any fees charged or amounts paid hereunder are not intended, nor will they be construed to be, an inducement or payment for referral of patients among Company, Client, Practitioners, or any third party and they will not enter into any agreements, or otherwise make any payments, for the purpose of rewarding the referral of patients among Company, Client, Practitioners, or any third party.

The Parties will each separately maintain effective compliance programs consistent with the relevant compliance guidelines set forth by any applicable state or federal government. The Parties will cooperate with each other to provide accurate and full responses to any material inquiry or concern of either Party related to compliance and to any reasonable request by either Party for clarification or documentation.

Client must verify the accuracy, completeness, and appropriateness of all information entered into or selected in any Service, including information from any “Third Party Items”, before such information is utilized. For the purposes of this Agreement, “Third Party Items” means the third-party products and services incorporated into any Service and sublicensed to Client hereunder.

Client represents and warrants to Company that (i) all data it provides to Company or that it selects in any Service are accurate and in conformity with all legal requirements; and (ii) Company is duly authorized to receive, use, and disclose such data subject to the terms of this Agreement.

Company is not a health plan or healthcare provider and it cannot and does not independently review or verify the information entered into, or made available to it in, any Services. Use of and access to any Services is at the sole risk and responsibility of Client.

Company shall not be liable for any action or inaction of Client which may give rise to liability under the federal False Claims Act or any state version thereof.

SECTION 10 – WARRANTIES AND LIMITATIONS

Company warrants to Client that, to Company’s knowledge, Service functionality, when used properly and as expressly authorized by Company does not infringe any valid patent, registered copyright, or other registered intellectual property right under laws of the United States, provided that Company makes no warranty to the extent that such infringement results from (i) use or access of Service by Client in combination with any data, software, or equipment provided by Client or any third party that could have been avoided by use or access of Services without such data, software, or equipment or (ii) any breach of any agreement by, or any negligent or other wrongful act or omission of, Client or any third party acting on behalf of Client.

Except as otherwise expressly provided herein, Company undertakes no obligation to provide error-free or fault-free items or Services, and Services are provided “as is” with all faults and defects.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO ANY SERVICE OR ITEM PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM, OR USAGE IN TRADE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY WILL NOT BE LIABLE UNDER ANY LEGAL THEORY FOR INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES; LOST PROFITS OR BUSINESS OPPORTUNITIES; OR THE COST OF PROCUREMENT OF SUBSTITUTE ITEMS OR SERVICES.

Client hereby acknowledges that the remedies set forth herein are reasonable and will not fail of their essential purpose. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

SECTION 11 – SERVICE CONTENT, OWNERSHIP, LIMITED LICENSE AND RIGHTS OF OTHERS

The Services contain a variety of: (i) materials and other items relating to Company and its Services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Company (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively, “Content”).

The Services (including past, present, and future versions) and the Content are owned or controlled by Company, our licensors and/or certain other third parties. All right, title, and interest in and to the Content available on or through the Services is the property of Company or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Company owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Website and Services.

Subject to your strict compliance with these Terms and any Additional Terms, Company grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content; and (ii) may be immediately suspended or terminated for any reason, in Company’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.

When using any Service, you must respect the intellectual property and other rights of Company and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. If you believe that your work has been infringed by means of an improper posting or distribution of it on or through any Service, then please see Section 22 below.

Company will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations, or proposals of Client with respect to the Services in any manner and in any media.

SECTION 12 – CHOICE OF LAW

This Agreement will be governed by the laws of the state of Delaware, without regard to its conflicts of laws principles.

SECTION 13 – GOVERNMENT REQUESTS

In order to cooperate with governmental requests, subpoenas or court orders, to protect our systems, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including and without limitation, your information, IP address, and usage history.  Our right to disclose any such information is governed by these Terms, our Privacy Policy, and applicable law.

SECTION 14 – FOREIGN ACCESS OF SITE

The Website and our Services are controlled, operated, and administered by Company from our offices within the USA. If you access the Website from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use Company’s content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions, or regulations. Company makes no representation that all products, services and/or material described or available through the Website are appropriate or available for use in locations outside the United States or all territories within the United States.

SECTION 15 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

Occasionally there may be information on our Services that contains typographical errors, inaccuracies or omissions that may relate to Service descriptions, pricing, promotions, offers, or other items. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Services or on any related Services is inaccurate at any time without prior notice (including after you have submitted your order). We are not responsible if information made available on Services is not accurate, complete, or current. The material on Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on the Services is at your own risk.

We reserve the right to modify the contents of the Services at any time, but we have no obligation to update any information on our Services, except as required by law. You agree that it is your responsibility to monitor changes to our Services.

SECTION 16 - MODIFICATIONS TO SERVICES, FEES AND PAYMENTS

We reserve the right, but are not obligated, to limit the sales of our Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. All descriptions of Services and Service pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right at any time to modify or discontinue any Service (or any part or content thereof) without notice at any time. Any offer for any Service made on this Website is void where prohibited.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of a Service.

All payments must be made through Visa, MasterCard, Discover or American Express (or other form of payment specifically accepted on the Site).

Prior to the purchase of any Service, you may be required to provide us or our credit card processing company with a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge your card. By submitting that information to us or directly to our credit card processor, you hereby agree that you authorize us and/or our processor (as applicable) to charge your card at our convenience but within thirty (30) days of credit card authorization. For any Service that you order, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. We will automatically bill your credit card or other form of payment submitted as part of the order process for such price. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering. FURTHER, WE ARE NOT RESPONSIBLE FOR, AND DO NOT REIMBURSE, FEES FOR INSUFFICIENT FUNDS, ACH RETURN FEES OR ANY OTHER FEES.

Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT US, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. For example, if you purchase with a credit card that is issued through a bank that is based outside of the United States, your bank or our bank may charge foreign transaction fees and other similar currency exchange fees and you agree to reimburse us for any such fees or charges, if charged to us, upon our demand. Unless you notify us of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.

SECTION 17 - OPTIONAL TOOLS

We may provide you with access to third-party products or tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such products or tools” as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party products or tools.

Any use by you of optional products or tools offered through the Services is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which products or tools are provided by the relevant third-party provider(s).

SECTION 18 – COMPANY BUSINESS RECORDS

Subject to the other requirements and limitations, the business records of Company and all other records, electronic or otherwise, created or maintained by Company in performance of the Agreement will be and remain the property of Company, even though they may reflect or contain Client information, confidential business information of Client, or other information concerning or provided by Client. All de-identified information created by Company in compliance with this Agreement will belong exclusively to Company, provided that Client will not hereby be prevented from itself creating and using its own de-identified information. Client agrees that this section of the Agreement is valid only to the extent that it does not violate any applicable law.

SECTION 19 – INDEMNIFICATION

By using and/or accessing the Services, and by consenting to these Terms, you agree to defend (at Company’s option), indemnify, and hold harmless Company, its affiliates and subsidiaries, and each of its their respective directors, officers, employees, shareholders, managers, agents, vendors, licensors, licensees, contractors, partners and suppliers, and successors and assigns from and against any and all liabilities, lawsuits, actions (civil, criminal, government or otherwise), claims, damages, losses, costs, investigations (such as by local, state, and federal government agencies), judgments, fines, penalties, settlements, and expenses, including reasonable attorneys’ fees, that directly or indirectly arise from or are related to: (i) your use of the Services and your activities in connection with the Services; (ii) your breach or alleged breach of these Terms or any Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Services or your activities in connection with the Services; (iv) information or material transmitted through your devices, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; and (v) any misrepresentation made by you (all of the foregoing, “Claims and Losses”). Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses. Notwithstanding the foregoing, Company retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Company.

SECTION 20 - THIRD-PARTY LINKS

Third-party links on the Services may direct you to third-party sites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or sites, or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party sites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 21 - FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Feedback that you forward to us. We are and shall be under no obligation (1) to maintain any Feedback in confidence; (2) to pay compensation for any Feedback; or (3) to respond to any Feedback.

SECTION 22 – COPYRIGHT NOTIFICATIONS

Company will remove infringing materials in accordance with the Digital Millennium Copyright Act (the “DMCA”) if properly notified that any material infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Company in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information):

a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

b. a description of the copyrighted work that you claim has been infringed;

c. a description of the material that you claim to be infringing, and a description of where the material that you claim is infringing is located on the Website, sufficient for Company to locate the material;

d. your address, telephone number, and email address;

e. 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

f.       a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing may be subject to liability.

If you fail to comply with these notice requirements, your notification may not be valid.

Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

Allegations that other intellectual property right is being infringed should be sent to info@healthiswealthhq.com.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

SECTION 23 - CONTACT INFORMATION

Questions about the Terms should be sent to us at:

HEALTH IS WEALTH HQ LLC

Attn: Privacy Officer

_________________________

_________________________

SECTION 24 – CLIENT CONDUCT

Client will not (i) access or use Services in connection with the provision of any services to third parties (except the provision of health services by Client to its own patients); (ii) resell, lease, encumber, copy, distribute, publish, exhibit, or transmit any portion of the Services or client account information to any third party; (iii) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on the Services or any content contained therein; (iv) use Services in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output; (v) enter data in the Services that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others; (vi) apply systems to extract or modify information on the Website or in the Services using technology or methods such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; or (vii) use the Services or any part or aspect of them for any unlawful purpose or to mislead or harass anyone. Use of or access to the Services not in accordance with the Terms of this Agreement is strictly prohibited. Company may, in its sole discretion, limit or suspend permission to access or use Services immediately if the terms of this section are violated.

Additionally, Client understands and agrees (i) That Client is responsible for all of Client’s activity in connection with Client’s use of any Service; (ii) That Client is prohibited from impersonating any person or entity, including any employee or representative of Company; (iii) That Client is prohibited from circumventing any security-related feature of any Service, including those designed to limit copying or reproduction of the Content; (iv) That Client is prohibited from taking any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large burden or load on Company’s or its third-party providers’ infrastructure; (v) That Client is prohibited from interfering or attempting to interfere with the proper working of any Service or any activities conducted on any Service; and (vi) That Client is prohibited from bypassing any measures Company may use to prevent or restrict access to any Service (or other accounts, computer systems, or networks connected to any Service).

We do not monitor or control the Content posted on or through the Company Services and, we cannot take responsibility for such Content.

SECTION 25 – UPDATE TO TERMS

AS OUR SERVICES EVOLVE, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER SUCH SERVICES MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING SUCH SERVICES UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE OUR WEBSITE OR A SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SITE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF ANY SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS.

Therefore, you should review the posted terms of use and any applicable Additional Terms each time you use a Service (at least prior to each transaction or submission). The Additional Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used a Service will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the Services and the email you associated with your account for notices, and you agree that the means set forth in these Terms are all reasonable manners of providing you with notice. You can reject any new, revised or Additional Terms by discontinuing use of the Services.

SECTION 26 – MISCELLANEOUS

Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.

Neither Party will assign this Agreement without the written consent of the other, provided that Company may assign this Agreement with no less than ninety (90) days prior notice as part of a corporate reorganization, consolidation, merger, change of control with respect to its outstanding stock, or sale of substantially all of its assets, and provided further that the assigning Party and the assignee will remain liable for any unperformed obligations under this Agreement arising prior to the effective date of any such transaction.

This Agreement will be binding on the Parties and their successors and permitted assigns.

Nothing contained in this Agreement will be construed to create a joint venture, partnership, or like relationship between the Parties, and their relationship is and will remain that of independent Parties to a contractual service relationship.

In no event will either Party be liable for the debts or obligations of the other Party.

Except as explicitly set forth herein, none of the provisions of this Agreement will be for the benefit of or enforceable by any third party.

Section titles are for convenience only and will not affect the meaning of this Agreement.

No failure by a Party to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy hereunder will constitute a waiver.

If any term or provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

Company reserves the right, without any limitation, to: (i) investigate any suspected breaches of any Service security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by Company in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue any Service, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Company under these Terms or any Additional Terms. Upon suspension or termination of your access to any Service, or upon notice from Company, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of such Service.

Client understands that Client’s content (not including credit card or HIPPA information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card and HIPPA information is always encrypted during transfer over networks.

Except for obligations to pay fees hereunder, no delay, failure or omission by either party to carry out or observe any of its obligations hereunder will give rise to any claim against such party or be deemed to be a breach of this Agreement if and for as long as such failure or omission arises from any cause beyond the reasonable control of that party.

This Agreement and any agreements referenced and incorporated herein make up the entire agreement between Company and you regarding your use of the Website and supersedes any prior agreements or understandings

Client has carefully read all this Agreement and agrees that all the restrictions set forth are fair and reasonably required to protect the Company’s interests.