These Terms of Service (this “Agreement”) are a binding agreement between you (“You”) and TenDollarTelehealth – a service owned and operated by Heddle Health, Inc. (“Heddle Health”, “we”, “us” or “our”). This Agreement governs Your use of the Heddle Health’s telehealth services made available through the Heddle Health’s website (“Website”).

HEDDLE HEALTH PROVIDES THE WEBSITE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY DOWNLOADING THE WEBSITE OR REGISTERING FOR OR USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OLD, ARE LOCATED IN A STATE IN WHICH HEDDLE HEALTH OFFERS TELEHEALTH SERVICES, ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU ARE NOT AT LEAST 18 YEARS OLD, ARE NOT LOCATED IN A STATE IN WHICH HEDDLE HEALTH OFFERS TELEHEALTH SERVICES OR DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE PROHIBITED FROM USING THE WEBSITE.

1.Registration. You represent and warrant that: (i) You is at least eighteen (18) years old; (ii) You will provide Heddle Health with accurate, current and complete registration information when registering to use the Website; and (iii) Your registration and use of the Website is not prohibited by law.

Heddle Health reserves the right to suspend or terminate Your registration or access to the Website, with or without notice to You, in the event that You breach any term of this Agreement.

2.Authorization to Share Health Data with Healthcare Providers. As set forth in our HIPAA Notice of Privacy Practices and Website Privacy Policy, Heddle Health may share Your health information with healthcare providers licensed to practice in the state in which you live. Heddle Health acts solely as a service that connects you with healthcare providers. By using the Website and our services, You hereby authorize us to facilitate the transfer of your health data in this manner. Heddle Health is not responsible or liable for any acts and/or omissions of the healthcare provider.

3.Authority to Manage Health Information About Another Individual. In the event You use the Website to receive telehealth services for another individual, such as a family member, You hereby represent and warrant to Heddle Health that You have received all consents, authorizations and permissions required under applicable law to act on such individual’s behalf in using and disclosing personal information, including health information, about that individual. You shall stand in the shoes of that individual and exercise all rights under this Agreement with respect to such individual’s information. Any reference to “You” in this Agreement shall be deemed to include the individual and all references to personal information, including health information, about “You” shall be deemed to include personal information about the individual.

4.Consent to Receive SMS/Text Messages. By providing your telephone number and clicking submit online, you agree to this Agreement, our Website Privacy Policy and HIPAA Notice of Privacy Practices and authorize us to make or initiate SMS/text messages to that phone number to provide you with a verification code using an automated dialing system.

Your agreement is not a condition of purchasing any products, goods or services. Message & data rates may apply, and message frequency may vary. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. Heddle Health and carriers are not liable for delayed or undelivered messages.

5.Authority to Manage Health Information About Another Individual. Subject to the terms and conditions set forth in this Agreement, Heddle Health hereby grants to You a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to access and use the Website for Your personal, non-commercial use on a device owned or otherwise controlled by You.

6.Third-Party Materials. The Website may include software, content, data, or other materials, including related documentation, that are owned by parties other than Heddle Health and that are provided to You on license terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Materials”). You acknowledge and agree that Heddle Health is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Heddle Health does not assume and will not have any liability or responsibility to You or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You access and use them entirely at Your own risk and subject to such third parties’ terms and conditions.

7.License Restrictions. You shall not, directly or indirectly: (a) use or copy the Website beyond the scope of the license granted under Section 4; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Website or any part thereof; (c) combine the Website or any part thereof with, or incorporate the Website or any part thereof in, any other programs; (d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Website or any part thereof; (e) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Website, including any copy thereof; (f) copy the Website, in whole or in part; (g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website, or any features or functionality of the Website, to any third party for any reason; (h) use the Website in violation of any law, regulation, or rule; (i) use any device, software or routine that interferes with the proper working of the Website or otherwise attempt to interfere with the proper working of the Website; or (j) use the Website for purposes of competitive analysis of the Website, the development of a competing software product or service, or any other purpose that is to the Heddle Health's commercial disadvantage.

8.Website Use Restrictions. You may not use the Website: (a) to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm us or users of the Website or expose them to liability; (b) for sending or storing any unlawful material or for deceptive or fraudulent purposes; (c) to send or store any material that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or that would infringe, misappropriate or otherwise violate any third-party intellectual property, privacy or other rights; (d) to access another user’s account, impersonate any person or entity, or falsify or manipulate headers or identifiers to disguise the origin of any content transmitted through the Website; or (e) in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website.

9.Responsibility for Use of Website. You are responsible and liable for all uses of the Website through access thereto provided by You, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You is responsible and liable for all actions and failures to take required actions with respect to the Website by any other party to whom You may provide access to or use of the Website, whether such access or use is permitted by or in violation of this Agreement.

10.User Content. he Website contains interactive features that may allow users to add, upload, copy, post, submit, publish, display, modify, or share content or materials, including personal information, such as health information (collectively, “User Content”) on or through the Website.

You represent and warrant that You own or have the necessary rights to use User Content in the manner used by You in the Website and that You’s use of the User Content in the Website will not violate the legal rights (including the rights of privacy) of others. You recognize the sensitive nature of the User Content and that the Website enables You to share User Content with healthcare providers. You acknowledge and agree (a) that You are responsible for ensuring that You understand how to correctly use the Website and select what User Content to share with certain pharmacies, and (b) to assume the risks associated with Your inadvertent sharing of any User Content. You understand that You are responsible for all User Content, and that You, not Heddle Health, has full responsibility for such content, including its legality, reliability, accuracy, completeness, and appropriateness for the purpose for which you have provided it. Heddle Health has the right to remove any User Content for any reason in Heddle Health’s sole discretion and to suspend You’s account for suspected or actual violation of this Section, which may be determined in Heddle Health’s sole discretion.

11.Compliance Measures. The Website may contain technological copy protection or other security features designed to prevent unauthorized use of the Website, including features to protect against any use of the Website that is prohibited under Section 8. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

12.Collection and Use of Information. Information we collect through or in connection with this Website is subject to our HIPAA Notice of Privacy Practices and Website Privacy Policy. By downloading, installing, accessing, registering for, using, or providing information through this Website, You consent to all actions taken by us with respect to Your information in compliance with theWebsite Privacy Policy and Consumer Health Data Privacy Notice.

13.Intellectual Property Rights. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. You acknowledge and agree that the Website is provided under license, and not sold, to You. You do not acquire any ownership interest in the Website under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Heddle Health and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Website and all Intellectual Property Rights arising out of or relating to the Website, except as expressly granted to the You in this Agreement. You shall safeguard all Website (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

14.Term and Termination. This Agreement commences when You download, install, access, register for, or use the Website and will remain in effect until terminated as set forth herein (the “Term”). You may terminate this Agreement by ceasing to use the Website and deleting your account. Heddle Health may terminate this Agreement at any time without notice if it ceases to support the Website, which Heddle Health may do in its sole discretion, or if You violate any of the terms and conditions of this Agreement. Upon termination of this Agreement, all rights granted to You hereunder shall also terminate. Termination will not limit any of Heddle Health’s rights or remedies at law or in equity.

15.Disclaimers. THE WEBSITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HEDDLE HEALTH, ON ITS OWN BEHALF AND ON BEHALF OF ITS RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE WEBSITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE HEDDLE HEALTH PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED WEBSITE WILL MEET THE YOU’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, WEBSITES, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL HEDDLE HEALTH OR ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO ANY USER CONTENT, INCLUDING BUT NOT LIMITED TO THE LEGALITY, RELIABILITY, ACCURACY, COMPLETENESS, CONFIDENTIALITY, OR APPROPRIATENESS OF USER CONTENT.

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE WEBSITE WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

16.Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL HEDDLE HEALTH OR ITS RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE OR ITS CONTENT AND SERVICES FOR: (a) PERSONAL INJURY, DEATH, PROPERTY DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA OR USER CONTENT OR LOSS OF CONFIDENTIALITY OF ANY DATA OR USER CONTENT, COMPUTER OR DEVICE FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING IN CONNECTION WITH YOUR USE OF THE WEBSITE; OR (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES PROVIDED THROUGH THE WEBSITE.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR HEDDLE HEALTH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

17.Indemnification. You agree to indemnify, defend, and hold harmless Heddle Health and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to Your use or misuse of the Website or Your breach of this Agreement, including but not limited to User Content.

18.Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HEDDLE HEALTH.

Any dispute, controversy, or claim between us arising out of or relating in any way to your account or any purchase you make from us will be resolved by binding arbitration, rather than in court, except that you or we (a) may elect to assert claims in, or transfer claims to, small claims court if your or our claims qualify, and (b) bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of intellectual property rights, including with respect to temporary restraining orders. The Federal Arbitration Act and federal arbitration law shall apply to this arbitration agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages).

At least thirty (30) days before beginning an arbitration proceeding, you must send an individualized letter personally signed by you, and identifying yourself by name and address, detailing your legal claims, the requested relief and requesting arbitration to Heddle Health, inc 455 Market St Ste 1940 Pmb 803528, San Francisco, CA 94105 by certified mail, Federal Express, UPS or USPS express mail (signature required). We will do the same; except in the event that we do not have a physical address on file for you, by electronic mail to the last known address. Within thirty (30) days of such notice, either party may respond to the letter with a request for an informal dispute resolution conference between the parties by video, with counsel present if the party is represented, and the parties agree to so conduct such conference personally and individually in good faith before initiating arbitration. All applicable claims or filing limitations period shall be tolled during the pendency of this pre-arbitration notice period.

The arbitration will be conducted by JAMS under its applicable rules unless otherwise stated herein. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.

You and we also agree to delegate the issue of arbitrability to a court of competent jurisdiction, rather than to the arbitrator.

If you are a prevailing party, you may seek reimbursement of your fees and costs. However, we may seek our attorney’s fees and costs if the arbitrator finds your claims to be frivolous or brought for an improper purpose or otherwise not satisfying Federal Rule of Civil Procedure 11. There will be only one arbitrator, not a panel.

You and we also agree that, if more than one dispute arises against a party regarding the same or substantially similar issues filed by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, our respective claim(s) will be arbitrated in a coordinated fashion such that JAMS shall (a) administer the arbitration demands together; (b) appoint one arbitrator for the coordinated demands; and (c) issue one set of filing and administrative fees due per side, one procedural calendar, and one hearing (if any) in a place to be determined by the arbitrator. To the extent the parties disagree on the Website of the provisions of this paragraph, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of this paragraph and process. The Administrative Arbitrator’s fees shall be paid by us. This arbitration agreement will survive termination of the agreement.

Enforceability. If this arbitration agreement is invalidated in whole or in part, by either a court or by JAMS (or another chosen arbitral forum), then the entire arbitration agreement shall be null and void and either party may elect to proceed with the dispute in court. The parties agree that the exclusive jurisdiction in Section 20 (Governing Law; Jurisdiction) shall govern the claim.

Jury Trial and Small Claims Court. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of intellectual property rights, including with respect to temporary restraining orders.

Class Action Waiver. Regardless of arbitrability, we each agree that any dispute resolution proceedings or lawsuits, whether in arbitration or in a court of law, will be conducted only on an individual basis and not in a class, or representative action. Therefore, you waive all rights to bring claims on behalf of a class of persons; however, you may still bring an individual claim for public injunctive relief and in small claims court. Nothing in this provision, however, should operate to prevent the parties from settling claims on a class-wide basis or otherwise coordinating claims filed in arbitration.

19.Miscellaneous.

Governing Law/Jurisdiction. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of Florida, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding that is not subject to mandatory arbitration under Section 19 shall be instituted exclusively in the state or federal courts of Filorida, in each case located in Dade County, Florida, although we retain the right to bring any suit, action, or proceeding against You for breach of this Agreement in Your state of residence. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Entire Agreement. This Agreement and all other documents that are incorporated by reference herein constitutes the sole and entire agreement between You and Heddle Health with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Assignment. You shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise. No delegation or other transfer will relieve You of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Heddle Health may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without You's consent. This Agreement is binding upon and ensures to the benefit of the parties hereto and their respective permitted successors and assigns.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Modification/Amendment. Heddle Health may revise and update this Agreement from time to time at Heddle Health’s sole discretion. All changes are effective immediately when Heddle Health posts them and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Agreement means that You accept and agree to the changes. You are expected to check this page each time You access the Website so You are aware of any changes, as they are binding on You.

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

Contact. To ask questions or comment about this Agreement, please contact us at support@tendollartelehealth.com