Terms of Use

SECTION 1 – USES, LIMITATIONS, AND RESTRICTIONS

Uses of the Health.IQ Platform

A. Supplemental Tool: In consideration of your use of the Health.IQ Platform, your use is intended to supplement, and is not intended to substitute the expertise and judgment of your healthcare professional, unless such healthcare professional (i.e., your licensed healthcare provider, such as, but not limited to practicing Registered Dietitians, Personal Trainers, Medical Doctors, Nurse Practitioners, Physician Assistants, Mental Health Counseling, or any other healthcare professional) also provides advice within the Health.IQ Platform. We use machine learning and artificial intelligence to help create personalized experiences that aim to proactively identify user needs and engage you with recommendations as a tool to support your overall health picture, goals, and needs. We encourage you to exercise independent judgment before applying any information provided through the Health.IQ Platform to your own needs. As such, Health.IQ cannot guarantee that the information provided to you, unless when provided by a qualified health professional (e.g., correspondence with your provider within the Health.IQ Platform), is always accurate or applicable to your particular circumstance, therefore reliance on information provided through the Health.IQ Platform is voluntary and solely at your own risk.

B. Educational Resources: The Health.IQ Platform may make available self-care informational services which provide general medical, wellness and other health-related information. These communications and resources are not comprehensive medical texts and do not include all the potential information regarding a subject matter. These communications and resources are for general educational and informational purposes only and should not be relied upon as a substitute for patient-specific medical diagnosis and treatment or construed, directly or indirectly, as the practice of medicine or dispensing of medical services by Health.IQ. Such information is not a substitute for seeing a healthcare professional for medical treatment.

C. Accurate Information: In order to create personalized experiences, Health.IQ relies on information we receive from you and other sources. However, if information is incorrect or not up to date, this may limit our effectiveness. When using our Platform and inputting your personal information, ideas, and/or beliefs you agree that you will: (a) provide true, accurate, current and complete information about yourself as prompted by the input fields and/or forms; and (b) maintain and update this information to keep it true, accurate, current and complete. If during the use of any portions of the Health.IQ Platform, you knowingly provide untrue, inaccurate, not current or incomplete information, Health.IQ has the right to terminate your account and refuse any and all current or future use of the Health.IQ Platform.

D. Mandatory Reporting: While we encourage you to share accurate information as such details may be shared amongst our staff for the purpose of providing services to you, we may also share details of communication we receive to: aid in mandatory reporting of abuse or neglect; prevent or reduce a serious threat to another's health or safety; or to report other reportable events, as required and defined by state and local law.

E. Changes To Our Platform: You acknowledge that while we make every effort to keep you updated on important changes to our Platform, the Health.IQ Platform may be changed or updated at any time for any reason without direct notice to you and information may not always be up to date. Health.IQ may also make changes in, or discontinue products, services or programs offered at any time, without liability to you and with or without notice. We reserve the right to remove, screen, edit, or reinstate content, including third party and user created content (e.g. comments or reviews), from time to time at our sole discretion and without notice to you. For example, we may remove a user review or comment if we believe it violates our guidelines. We have no obligation to retain content nor do we guarantee any confidentiality with respect to user created content.

F. Account Activation and Security: As a registered user of the Health.IQ Platform, you may receive an activation code for registration to set up user account or access our Platform. You hereby agree that you will: (i) not distribute your activation code (if applicable); (ii) keep your password protected and not share it with others; and (iii) promptly inform us at info@hlthiq.com if you feel that your account is not secure.

Limitations to the Health.IQ Platform

A. Not Professional Advice: With the exception of healthcare advice offered by qualified individuals (e.g., correspondence between you and a healthcare professional within the Health.IQ Platform), we do not offer the Health.IQ Platform with the intention of providing health related legal, medical, healthcare coverage, tax, financial, or any other professional advice. Moreover, Health.IQ is not an agent of third party services unless indicated in this Terms of Use. Certain Services offered within the Health.IQ Platform are general in nature and are intended to be for informational purposes and not intended, and should not be used, to replace professional advice. Your personal situation is unique, and any information and advice obtained through the Health.IQ Platform may not be appropriate for your individual circumstance. Accordingly, before making any final decisions or implementing any health care or wellness strategy, you should consider obtaining additional information and advice from your healthcare provider or others who are fully aware of your individual circumstance.

Limits to Clinical Care Guides - The Health.IQ Platform may offer support services by use of our Clinical Care Guides, who are also licensed clinicians who can support you by educating on medications and/or coaching you to the next step in your care journey, however Clinical Care Guides are not healthcare providers, do not provide telemedicine service, and do not practice medicine. For example, a Clinical Care Guide will not have the ability to prescribe medications, make a diagnosis, or recommend a treatment.

Limits to Non-Clinical Care Guides - You may also interact with a Non-Clinical Care Guide (i.e., a non-licensed clinician), who may answer other related questions, however they will not offer clinical information, and may route any clinical-related questions to a Clinical Care Guide.

Limits to Certified Health Advisors - You may interact with certified health advisors who act as supportive partners on your health journey to help you identify wellness areas of interest. Health advisors do not provide medical advice, nor do they replace services such as those provided by a healthcare professional as defined in this Terms of Use (e.g., Registered Dietitians, Personal Trainers, Medical Doctors, Nurse Practitioners, Mental Health Counseling, or any other health professional). We encourage you to consult with a licensed provider before making changes to your diet, exercise routine, or other medically related items. Your advisor may access your medical record, or may collaborate / share information with your healthcare team as consented by you.

B. Submitting A User Review: Should you choose to submit a user review, you agree that: (a) you will not submit any personal information, including protected health information ("PHI") that may be used to identify you or any other individual; (b) your user review will be accurate and does not violate these Terms of Use, including the restrictions described in the "Restrictions within the Health.IQ Platform" section below; (c) you may control and are responsible for the content of your user review and assume all risks associated therewith, including anyone's reliance on its quality, accuracy, or reliability; and (d) Health.IQ retains the absolute right and sole discretion to publish, post, display, remove, or screen your review without notice to you.

C. User Reviews of Services: Reviews of healthcare service providers by our advisors are considered informational only and are not intended to - and do not - constitute professional advice with respect to the information provided. User reviews are based on personal experiences of users that may not be complete, comprehensive, representative of, or applicable to your individual circumstances. Please consult your healthcare provider or other relevant professional regarding your specific situation.

Restrictions within the Health.IQ Platform

A. Agreement to Restrict Use in the Following Ways: These Terms of Use do not allow for use of the Health.IQ Platform by anyone other than you. You agree that you will not:

• Access the Health.IQ Platform in an abusive, excessive, or inappropriate manner, as determined in the sole discretion of Health.IQ, which may include, but is not limited to: creating a hostile environment, harass any of the Care Guides, or otherwise engage in inappropriate behavior through use of the Health.IQ Platform.
• Use the Health.IQ Platform in order to invade the privacy of, obtain the identity of, or obtain any personal information about any other user of the Health.IQ Platform.
• Modify, erase or damage any information contained on the computer of any user connected to the Health.IQ Platform.
• Copy, modify, publish, distribute, or transfer any portion of the Complete Sites or Health.IQ Platform.
• Reverse engineer, disassemble, decompile, create derivative works based on, or translate the Health.IQ Platform, or otherwise attempt to derive the source code for the Health.IQ Platform, or authorize any other third party to do any of the foregoing.
• Use the Health.IQ Platform in any manner that is inconsistent with the limited license granted herein.
• Additionally, you agree not to post or transmit information under a false name or any information which: (a) is harmful, threatening, harassing, libelous, defamatory, obscene, fraudulent, false, contrary to the ownership or intellectual property rights of any other person, or otherwise objectionable; or (b) contains any virus, worm, Trojan horse or other code which is contaminating or destructive to the files or programs of Health.IQ or any of our users.
• Develop, sell or distribute applications that are capable of launching, being launched from, or are otherwise integrated with, the Health.IQ Platform without our prior, express written consent.

B. Your Acknowledgement of Health.IQ's Rights: Health.IQ reserves the right to delete any information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, obscene or in violation of a copyright, trademark or other intellectual property or ownership right of a third party. You agree to notify us if you become aware of any errors or inconsistencies in the information or content provided through the Health.IQ Platform and we reserve the right to take any corrective action to rectify the error or inconsistency.

SECTION 2 – PARTNERSHIPS WITH THIRD PARTIES TO PROVIDE SERVICES

You understand and agree that the Health.IQ Platform is not sponsored or endorsed by any third parties, however we may share information with third party partners or affiliates for the purpose of providing our services on the Health.IQ Platform.

A. Third Party Software: You acknowledge that the Health.IQ Platform may contain copyrighted software of our suppliers, which were obtained under a license from such suppliers ("Third Party Software"). All third party licensors and suppliers retain all right, title and interest in and to such Third Party Software and all copies thereof, including all copyright and other intellectual property rights. Subject to the foregoing, the Third-Party Software may include certain open source software ("Open Source Software"). Your use of any Third-Party Software shall be subject to, and you shall comply with, the terms and conditions of these Terms of Use and the applicable restrictions and other terms and conditions set forth in any Third-Party Software documentation or printed materials, including without limitation any end user license terms of use.

B. Consent to Access: Within the applicable service portion of the Health.IQ Platform, you permit Health.IQ to retrieve your information maintained online by your third-party administrators or other third parties with which you engage in healthcare transactions ("Account Information"). You further consent to a secure single sign-on to connect to or from any thirdparty service with your Account Information when made available and you acknowledge that anyone using our services with your credentials will also have full access to, and use of, such connected third party service.

C. Use of Account Information: By submitting your Account Information to us, you represent that you are entitled to submit it to us for use for the purpose of Health.IQ providing services to you, without any limitations or obligation by Health.IQ to pay any fees. We will only use and store the content to provide our services with the Health.IQ Platform. We make no effort to review the contents of your Account Information for any purpose, including, but not limited to, accuracy, legality or non-infringement. We are not responsible for the products and services offered by or on third-party websites. We cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. By submitting information, materials and other content to us, you are licensing that content to us solely for the purpose of providing services to you.

SECTION 3 – LEGAL DISCLAIMERS AND LIMITATIONS OF LIABILITY

DISCLAIMERS

A. YOU UNDERSTAND AND AGREE THAT: YOUR USE OF THE HEALTH.IQ PLATFORM AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE HEALTH.IQ PLATFORM OR THE COMPLETE SITES IS AT YOUR SOLE RISK AND DISCRETION. THE HEALTH.IQ PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HEALTH.IQ AND ITS SHAREHOLDERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES (COLLECTIVELY, "AFFILIATES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE HEALTH.IQ PLATFORM, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY REVIEWS, RATINGS OR DATA FROM ANY THIRD PARTY. WHILE HEALTH.IQ TAKES STRINGENT PRECAUTIONS TO PROTECT YOUR DATA AND COMPLY WITH PRIVACY RULES AS SET FORTH IN THE HEALTH.IQ PLATFORM PRIVACY POLICY AND SECURITY STATEMENT, WE CANNOT FULLY GUARANTEE THE SECURITY OF INFORMATION YOU MAY PROVIDE OR INTERRUPTIONS IN THE AVAILABILITY OF THE HEALTH.IQ PLATFORM, WHETHER THE RESULT OF ACTIONS BY US OR ANY THIRD PARTY. COMPLYING WITH THE SECURITY STATEMENT DOES NOT ENSURE THAT HEALTH.IQ AND ITS AFFILIATES MAKE NO WARRANTY: i. THAT THE HEALTH.IQ PLATFORM WILL MEET YOUR REQUIREMENTS; ii. THAT THE HEALTH.IQ PLATFORM WILL BE UNINTERRUPTED, TIMELY, UPDATED, CURRENT, COMPLETE, SECURE, OR ERROR-FREE; iii. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HEALTH.IQ PLATFORM WILL BE ACCURATE OR RELIABLE; iv. THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE HEALTH.IQ PLATFORM WILL MEET YOUR EXPECTATIONS; v. REGARDING THE ACCURACY OR RELIABILITY OF ANY THIRD PARTY OR REVIEWS, RATINGS OR INFORMATION; AND vi. THAT ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED TIMELY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HEALTH.IQ OR THROUGH OR FROM THE HEALTH.IQ PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY

A. IN NO EVENT SHALL HEALTH.IQ, NOR ANY OF OUR AFFILIATES, BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF (i) ACTUAL FEES PAID BY YOU TO US, OR (ii) $0.99 USD. IN NO EVENT SHALL HEALTH.IQ OR OUR AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT ARE HEALTH.IQ LIABLE FOR ANY DAMAGES CAUSED BY YOUR OR ANY THIRD PARTY'S ACTS OR OMISSIONS.

B. You acknowledge and agree that payment by Health.IQ or retention by you of direct damages, as limited above, is your sole and exclusive remedy in exhaustion of all other remedies, at law or in equity, and that such remedy has not failed of its essential purpose. Any claims against Health.IQ in connection with your use of the Health.IQ Platform or the Complete Sites, product or information offered or purchased through the Health.IQ Platform must be brought against Health.IQ within one (1) year of the date of the event giving rise to such action. When using the Health.IQ Platform, information may be transmitted over a medium which may be beyond the control and jurisdiction of Health.IQ, its customers and/or vendors. Accordingly, Health.IQ 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 Health.IQ Platform. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, the above disclaimers and limitations may not apply to you if you reside in such a jurisdiction and the duration and scope of such disclaimers and limitations will be the minimum permitted under applicable law. You may also have other legal rights that vary from jurisdiction to jurisdiction.

SECTION 4 – SMS TERMS AND CONDITIONS

Acknowledgment of SMS or mobile text

You understand that when you provide your contact details, such as your mobile phone number during the registration process or when you opt-in, we may send communications to you by SMS or other mobile text for the purpose of informing you of your account status, health related information or appointment reminders, via our third-party vendors and/or marketing systems. You represent that you are the owner of, or authorized user of the mobile device. As such, you understand that:

• Health.IQ will not send or request you to share any sensitive personal information, including PHI in the form of SMS or other mobile text.
• SMS or other mobile text are not secured, retained nor encrypted by Health.IQ and Health.IQ is not responsible for safeguarding any unsolicited personal information, including health information shared by you in an environment unsecured by Health.IQ.
• Any delays or failures in your receipt of any SMS or other mobile text is subject to effective transmission from your network operator and processing by your mobile device.
• Limited information obtained from you in connection with SMS or other mobile text may include your mobile phone number, your carrier's name, and the date, time, and content of your messages and other limited information that you provide.

SMS Opt-In

When you opt-in to our Service, we will send you a message asking you to confirm your signup. Message and data rates may apply. Message frequency will vary based on your use.

Message and Data Rates

Message and data rates may apply for any messages sent to you from us and to us from you. Data rates may also apply to data consumed while using the Health.IQ Platform services. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. For all questions about Health.IQ services you can send an email to info@hlthiq.com.

How We Treat Your Privacy

If you would like to learn more about how we treat the privacy of data and communications, please refer to the Health.IQ Platform Privacy Policy for Registered Users.

SECTION 5 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY

General. The Health.IQ Platform is the property of Health.IQ or its licensor(s) and are protected by copyright and other intellectual property laws. All rights not expressly granted to you are reserved by Health.IQ.

Confidentiality. The Health.IQ Platform is the confidential information of Health.IQ. You agree not to disclose Health.IQ confidential information to any third party. You shall promptly notify us of any actual or suspected misuse or unauthorized disclosure of our confidential information.

Copyrights, Trademarks and Patents. As between you and Health.IQ, all of the: (a) content included on the Health.IQ Platform, including text, art, graphics, logos, button icons, images, pictures, audio clips and software, collectively "Content"; (b) trademarks, trade names, logos, brand names and service marks ("Marks"), whether registered or unregistered; and (c) patents and patent applications ("Patent Rights"), are the property of Health.IQ, its partners or content providers, and are protected by international (including US) copyright, trademark or patent laws, as applicable. Except as granted in the limited license below, any use of: (i) Content, including modification, transmission, presentation, distribution or republication; (ii) Marks; or (iii) Patent Rights is prohibited without the prior written consent of Health.IQ (or if the Content, Mark, or Patent Right is owned by a third party, the prior written consent of such third party).

Limited License. As a user of the Health.IQ Platform, Health.IQ authorizes you to download the Content, Marks and other materials (collectively the "Materials") on the Health.IQ Platform solely for your personal, non-commercial use. If you violate any provision of these Terms of Use, your permission to use such Materials automatically terminates and you must immediately destroy any copies you have made of any portion of such Materials. The Health.IQ Platform may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Health.IQ.

Third Party Licenses. You agree that you will not upload or transmit any communications or content of any type that infringe or violate any rights of any third party.

Feedback Data. Health.IQ welcomes your feedback as a user of the Health.IQ Platform, and may request your feedback regarding the Health.IQ Platform or providers through surveys, bulletin boards, emails or other means. Any feedback you provide will become the confidential and proprietary information of Health.IQ, and you agree that Health.IQ may use in any manner and without limitation all comments, suggestions, complaints, reviews and other feedback you provide relating to the Health.IQ Platform. Health.IQ shall have a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use feedback for any purpose, including but not limited to, incorporation of such feedback into the Health.IQ Platform or other Health.IQ software or services.

User Data & Reviews. You grant Health.IQ a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, delete, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform information contained in a user account, profile and/or review for any purpose whatsoever throughout the world in any media, now known or hereafter devised. In addition, you further agree that Health.IQ retains the absolute right and sole discretion to publish, post, display, remove, screen, edit, or reinstate your review without notice to you.