Terms

Witty Health, Inc. (“Company”, “Witty Health”, “us”, and “we”) has developed an online telehealth platform for virtual health care visits via video conferencing, remote behavioral health monitoring, online scheduling and payments, personal health records, ecommerce, social networking, virtual waiting rooms, wearable sensor integration and visualization, and visual food diary mobile systems (the “WITTY Health Platform” or sometimes the “Site”).The Witty Health Platform is accessed at www.wittyhealth.com.In general, the primary purpose of the Witty Health Platform is to provide a platform for the delivery of telehealth services between third-party professionals (“Independent Professionals”) and Users for which the Witty Health Platform requires registration for both the Independent Professionals and Users. The Witty Health Platform may require Users, in addition to the terms and conditions set out below, to agree to additional rules, conditions, requirements or guidelines, which may be posted on the applicable section of the Witty Health Platform. All such additional rules, conditions, requirements and guidelines are incorporated by reference into these Terms of Use (collectively the “Witty Health TOS”).By using the Witty Health Platform, you, as a “User” as described herein, signify your assent to the WITTY Health TOS. Witty Health may revise and update the Witty Health TOS at any time. Your continued usage of the Witty Health Platform will mean you accept these revisions and updates. You will be required at various times during your access of the Witty Health Platform to signify your consent the Witty Health TOS as revised from time to time.

Neither Witty Health Inc Nor The Witty Health Platform Provides Medical Advice

The primary service of the Witty Health Platform is to enable the rendering of Telehealth Services by Independent Professionals to Users and to facilitate telehealth services, record keeping, and other services and communication between Independent Professionals and Users. Witty Health does not render or perform any of the Telehealth Services provided on the Witty Health Platform by Independent Professionals. None of the Independent Professionals rendering telehealth services on the Witty Health Platform are employees or agents of Witty Health. The Witty Health Platform, for the general education of Users and the general public, also contains content in the form of text, graphics, images, and information obtained from Witty Health’s licensors of content, as well as User generated content (collectively “Witty Health Content”). The Witty Health Content is for informational purposes only and is not supplied in connection with the telehealth services performed on the Witty Health Platform. The Witty Health Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Neither Witty Health nor the Witty Health Platform recommends or endorses any specific tests, physicians, products, procedures, opinions, or other information that may be contained on the Witty Health Platform.

Collection of Fees for Independent Professionals

The Witty Health Platform provides billing and collection services for the telehealth services performed by Independent Professionals on the Witty Health Platform and rendered to the Users of the Witty Health Platform (“Witty Health Collection Services”).The Witty Health Collection Services are performed on behalf of the Independent Professionals and the fees collected are remitted to the Independent Professionals after payment of Witty Health Platform service fees. The Witty Health platform may also collect subscription fees from its Users and Independent Professionals. These subscription fees are solely for the use of the Witty Health Platform and are not collected as payment for any telehealth services rendered on the Witty Health Platform.

User Registration

In order to use certain features of the Witty Health Platform, including Witty Health Platform telehealth services, you must register for an account on the Witty Health Platform (“User Account”) and provide certain information about yourself as prompted by the applicable 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. You may delete your User Account at any time, for any reason, by following the instructions on the Witty Health Platform. Witty Health may suspend or terminate your User Account at its sole discretion. You are responsible for maintaining the confidentiality of your User Account login information, controlling access to your User Account information, and are fully responsible for all activities that occur under your User Account. You agree to immediately notify the Company of any unauthorized use, or suspected unauthorized use of your User Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements.

User Content

The Witty Health Platform provides features (such as User profiles, blogs, User reviews, and message boards) that enable Users, among other activities, to create and upload content to the Witty Health Platform (“User Content”). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Witty Health Acceptable Use Policy set out below. You may expose yourself to liability if your User Content violates our Acceptable Use Policy. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Witty Health. Witty Health is not obligated to backup your User Content and your User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire. You hereby grant, and you represent and warrant, that you have the right to grant, to Witty Health an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content on the Witty Health Platform. 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.

Acceptable Use Policy

You agree to abide by Witty Health’s “Acceptable Use Policy”, which is set out as follows: a. You agree not to use the Witty Health Platform to collect, upload, transmit, display, or distribute any User Content (i) that 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; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party. b. You agree not to use the Witty Health Platform to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) 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; (iii) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Witty Health Platform or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Witty Health Platform, other computer systems or networks connected to or used together with the Witty Health Platform, through password mining or other means; (vi) harass or interfere with another user’s use and enjoyment of the Witty Health Platform; or (vi) introduce software or automated agents or scripts to the Witty Health Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Witty Health Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials). c. We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such acts may include removing or modifying your User Content, terminating your User Account, and/or reporting you to law enforcement authorities.

Limitation of Liability

The use of the Witty Health Platform is at your own risk. When using the Witty Health Platform, information will be transmitted over an electronic medium that is beyond Witty Health’s control. Accordingly, Witty Health assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Witty Health Platform. The Witty Health Platform and the content are provided on an “as is” basis. WITTY HEALTH, AND ITS SUBLICENSEES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. Without limiting the foregoing, WITTY Health make no representations or warranties about the accuracy, reliability, completeness, currentness, or timeliness of any content on the Witty Health Platform, as well as any software, text, graphics, links, or communications provided on or through the use of the Witty Health Platform. In no event shall Witty Health be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Witty Health Platform or its Content, whether based on warranty, contract, tort, or any other legal theory. Any actual damages incurred by you not otherwise subject to exclusion under the Witty Health TOS shall be deemed by our agreement not to exceed U.S. $1,000.00 (one thousand dollars).

Specific Intellectual Property Rights to User Content

If you create or upload any User Content that contains business information, ideas, concepts or inventions or submit by email or other messaging or social media service to Witty Health or the Witty Health Platform, you automatically grant-or warrant that the owner of such content or intellectual property has expressly granted- a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed may sublicense its rights through multiple tiers of sublicenses.

Password Management

You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your Witty Health Platform passwords or accounts. It is your sole responsibility to (1) control the dissemination and use of sign-in name, screen name and passwords; (2) authorize, monitor, and control access to and use of your account and password; (3) promptly inform Witty Health if you believe your account or password has been compromised or if there is any other reason you need to deactivate a password.

Indemnification for User Actions

You agree to defend, indemnify, and hold Witty Health , its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms and Conditions.

Notice and Takedown Procedures and Copyright Agent

If you believe any materials accessible on or from the Witty Health Platform infringe your copyright, you may request removal of those materials (or access thereto) from the Witty Health Platform by contacting Witty Health’s copyright agent (identified below) and providing the following information as applicable: a. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work. b. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material. c. Your name, address, telephone number and (if available) e-mail address. d. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law. e. A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf. f. A signature or the electronic equivalent from the copyright holder or authorized representative. Witty Health’s agent for copyright issues relating to this web Witty Health Platform is as follows: Douglas M. McIntyre, Esq., 1515 Witte Road, Suite 160, Houston, Texas 77080, (713) 365-9886, (713) 461-3697 Fax, email address: houstonbusinesslaw@gmail.com.

PRIVACY

Use of the Witty Health Platform is subject to the Witty Health Platform Privacy Policy, which is incorporated herein by reference. In using the Witty Health Platform, you agree to be bound by the Witty Health Platform Privacy Policy, which we encourage you to review here.

TERM AND TERMINATION

The Witty Health TOS remains in full force and effect while you use the Witty Health Platform as a User or a guest. We may (a) suspend your rights to use the Witty Health Platform (including your User Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Witty Health Platform in violation of this Agreement. Upon the termination of this Agreement between you and Witty Health, your User Account and right to access to the Witty Health Platform will terminate immediately. You understand that any termination of your User Account involves deletion of your User Content associated therewith from our live databases. Company will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your User Account or deletion of your User Content.

GENERAL

The Witty Health TOS may be revised, modified or updated at any time (“TOS Revisions”). Continued use of the Witty Health Platform following the publications TOS Revisions shall represent your continued agreement to the terms of the Witty Health TOS. You are encouraged to review the Witty Health TOS from time to time when you are utilizing the Witty Health Platform. These Terms of Use shall be governed by the laws of the State of Texas without giving effect to any conflict of laws principles. You agree that all disputes will be brought in federal or state courts located in Fort Bend County, Sugar Land, Texas and you agree to submit to the personal jurisdiction of such courts. You agree that you will not pursue any claim arising from your use of this Site or to enforce any provision of these Terms of Use unless such claim is initiated within one (1) year of the date that the claim arose. The communications between you and Company use electronic means, whether you use the Service or send us emails, or whether Company posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hard copy writing. The foregoing does not affect your non-waivable rights. This Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. As used in theses terms of Use, the word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, 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. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign this Agreement. The terms of this Agreement shall be binding upon assignees.