Terms of Use
Effective Date: June 20, 2019

The following terms and conditions constitute an agreement between you and Qwell, LLC (“Qwell”), the operator
of https://qwellprod.wpengine.com/ (the “Site”) and related websites, applications, services and mobile applications provided
by Qwell and on/in which these Terms of Use are posted or referenced (collectively, the “Services”). These terms
of use (the “Terms of Use”), together with our Privacy Policy (incorporated herein by reference, and collectively,
this “Agreement”) govern your use of the Services, whether or not you have created an account. You must agree
to and accept all of the terms of this Agreement, or you don’t have the right to use the Services.
BY USING OR OTHERWISE ACCESSING THE SERVICES AND/OR BY CREATING AN ACCOUNT WITH US, YOU AGREE TO
THE TERMS OF THIS AGREEMENT, INCLUDING THE INFORMATION PRACTICES DISCLOSED IN OUR PRIVACY POLICY.
IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU CANNOT USE THE SERVICES.
Some of the content and functionality of Qwell may be provided by a third party. You may be asked to also agree
to the third party’s terms of use when you access the specific content or functionality. Qwell is not responsible for
third party terms of use. You understand that certain data is being collected and will be provided in an anonymous
format. The third-party to whom the data is provided is responsible for all compliance with Federal Health
Insurance Portability and Accountability Act of 1996, as amended, (“HIPAA”)

1. ABOUT THE SITE
Portions of the Services can be viewed without a Qwell account. To benefit from all of the Services Qwell offers,
you must create a Qwell account and provide certain basic information about yourself, which you authorize Qwell
to use and disclose as described in our Privacy Policy. You acknowledge that although some Content may be
provided by healthcare professionals, the provision of such Content does not create a medical professional/patient
relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment, but is provided to
assist you in choosing a doctor, dentist or other healthcare specialist, professional, provider, organization, or
agents or affiliates thereof (collectively, “Healthcare Provider”). “Content” means content, text, data, graphics,
images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made
available or otherwise found through the Services and/or Site, including, without limitation, Content provided in
direct response to your questions or postings. Qwell reserves the right to remove, screen, edit, or reinstate any
Content at our sole discretion for any reason or no reason, and without notice to you. Except as described the
Privacy Policy or otherwise required by law, Qwell has no obligation to retain or provide you with copies of your
Content, and Qwell does not guarantee any confidentiality with respect to your Content.
WHILE QWELL MAKES REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, QWELL MAKES NO
GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO
PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE
COVERAGE OR BENEFIT INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. IN NO
EVENT SHALL QWELL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN
RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, QWELL DOES NOT IN ANY WAY ENDORSE OR RECOMMEND
ANY INDIVIDUAL OR ENTITY LISTED OR ACCESSIBLE THROUGH THE SERVICES.

2. QWELL DOES NOT PROVIDE MEDICAL ADVICE
The Content that you obtain or receive from Qwell, its employees, contractors, partners, sponsors, advertisers,
licensors or otherwise through the Services, is for informational, scheduling and payment purposes only. All
medically related information comes from independent healthcare professionals and organizations and is for
informational purposes only.
WHILE QWELL HOPES THE CONTENT IS USEFUL IN YOUR HEALTHCARE JOURNEY, IT IS NOT INTENDED AS A
SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT
DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER, UNDER
ANY CIRCUMSTANCE. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A
MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND 911. YOUR USE OF THE CONTENT
IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES
IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR
OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.
We do not recommend or endorse any specific tests, Healthcare Providers, procedures, opinions, or other
information that may appear through the Services. If you rely on any Content, you do so solely at your own risk.
Qwell encourages you to independently confirm any Content relevant to you with other sources, including the
Healthcare Provider’s office, medical associations relevant to the applicable specialty, your state medical boards,
and the appropriate licensing or certification authorities to verify listed credentials and education.

3. NO DOCTOR PATIENT RELATIONSHIP
DOCTORS, DENTISTS, NURSES, AND OTHER MEDICAL PROFESSIONALS USE THE SERVICES TO SHARE CONTENT WITH
YOU, BUT YOUR USE OF THIS CONTENT IS NOT A SUBSTITUTE FOR HEALTHCARE. NO LICENSED MEDICAL
PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SERVICES OR CONTENT. THIS IS TRUE
WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER
COMMUNICATIONS FROM QWELL. Qwell encourages Healthcare Providers to use the Services responsibly, but
Qwell has no control over, and cannot guarantee the availability of, any Healthcare Provider at any particular time.
Qwell will not be liable for cancelled or otherwise unfulfilled appointments, or any injury or loss resulting
therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Site or Services
whatsoever.

4. AUTHORIZATION AND ACKNOWLEDGEMENT; IMPORTANT INFORMATION ABOUT HEALTHCARE PROVIDER
RELATIONSHIPS AND HEALTHCARE PROVIDER LISTS
In connection with using the Site and the Services to locate and schedule appointments with Healthcare Providers,
you understand that:

  • YOU ARE RESPONSIBLE FOR CHOOSING YOUR OWN HEALTHCARE PROVIDER, INCLUDING WITHOUT
    LIMITATION, DETERMINING WHETHER THE APPLICABLE HEALTHCARE PROVIDER IS SUITABLE FOR YOUR
    HEALTHCARE NEEDS BASED ON SPECIALTY, EXPERIENCE, QUALIFICATION, LICENSES AND OTHER IMPORTANT
    FACTS AND CIRCUMSTANCES THAT COULD IMPACT YOUR CARE.
  • Qwell or its designee takes certain limited steps to (a) verify that Healthcare Providers participating in the
    Services hold certain active licenses, certifications or registrations required by law to practice the specialties of the
    services offered by them through the Services, and (b) verify that Healthcare Providers are not listed in the U.S.
    Department of Health and Human Services Office of the Inspector General Exclusion database. Qwell may also
    exclude Healthcare Providers from our Services who, in Qwell’s discretion, have engaged in inappropriate or
    unprofessional conduct.
  • Some Healthcare Providers listed through the Services enter into contracts with us, and may pay Qwell a
    fee in order to be marketed through or to use the Services. To help you find Healthcare Providers who may be
    suitable for your needs, and enable the maximum choice and diversity of Healthcare Providers participating in the
    Services, Qwell will provide you with lists and/or profiles of Healthcare Providers. These results are based on
    information that you provide to us, such as insurance information, geographical location, and healthcare specialty.
    They may also be based on other criteria (including, for example, Healthcare Provider availability, past selections
    by and/or ratings of Healthcare Providers by you or by other Qwell users, and past experience of Qwell users with
    Healthcare Providers). Note that Qwell (a) does not recommend or endorse any Healthcare Providers, (b) does not
    make any representations or warranties with respect to these Healthcare Providers or the quality of the healthcare
    services they may provide, and (c) does not receive any additional fees from Healthcare Providers for featuring
    them (i.e., higher or better placement on lists) through the Services (subject to Sponsored Results as described
    below). Note, however, to the extent that you use the Services as provided by your employer, Qwell may provide
    lists and/or profile previews based also on criteria determined by your employer and your employer’s agents or
    advisors. In addition, to the extent that Qwell serves as a platform for, or provides technical support to, the
    provider directory associated with your health coverage, Healthcare Providers will appear in the directory based
    on criteria determined by your health plan or plan sponsor, as applicable. Qwell may show you advertisements or
    sponsored results (“Sponsored Results”) on the Site, including above the search results. Qwell receives additional
    fees from Healthcare Providers for providing Sponsored Results. Sponsored Results shown through the Services are
    not, and should not be considered, an endorsement or recommendation by Qwell or the Healthcare Provider.

5. THE SERVICES AND CONTENT ARE INFORMATIONAL AND EDUCATIONAL RESOURCES
The Services are an informational and educational resource for consumers and Healthcare Providers. Qwell may,
but have no obligation to, publish Content through the Services that is reviewed by our editorial personnel. No
party (including Qwell) involved in the preparation or publication of such works guarantee that the Content is
timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the
results obtained from the use of, such Content. Qwell is under no obligation to enforce these Terms of Use on
your behalf against another user. While Qwell encourages you to let us know if you believe another user has
violated the Terms, Qwell reserves the right to investigate and take appropriate action at our sole discretion.

Healthcare Provider Content: Healthcare Provider and practice Content is intended for general reference purposes
only. Healthcare Provider Content may be provided by the Healthcare Provider and/or office staff, and collected
from multiple other data sources that may not be confirmed by the Healthcare Provider. Such Content can change
frequently and may become out of date, incomplete or inaccurate. Neither the Site nor Qwell provides any advice
or qualification certification about any particular Healthcare Provider.

Procedures/Products/Services: Procedures, products, services and devices discussed and/or marketed through the
Services are not applicable to all individuals, patients or all clinical situations. Any procedures, products, services or
devices represented through the Services by advertisers, sponsors, and other participants of the Services, either
paid or unpaid, are presented for your awareness and do not necessarily imply, and Qwell makes no claims as to,
safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.

Insurance Content: Insurance and insurance related Content (including, without limitation, insurance coverage and
benefit Content) (“Insurance Content”) is intended for general reference purposes and for your convenience only.
Such Insurance Content may be based on Personal Information (as defined below) you provide to Qwell as well as
Healthcare Provider Content (such as CPT codes and other encounter data). The Insurance Content may be
provided either directly by the insurance provider you identify or via a third-party clearinghouse. Insurance
Content can change frequently and may become out of date, incomplete or inaccurate. You agree that you will (a)
provide accurate and complete insurance-related Personal Information, and (b) verify and update your insurance related Personal Information (including, without limitation, verifying such Personal Information obtained by
automated means from an insurance card you provide). Although Qwell strives to provide you with accurate
Insurance Content, Qwell is not responsible for any inaccurate, incomplete or outdated Insurance Content, and
you are responsible for complying with subparts (a) and (b) hereof.

6. YOUR PERSONAL INFORMATION
Protecting patient privacy and keeping your information secure are among our biggest priorities. Our Privacy
Policy details how Qwell may use, share, and maintain the information that you voluntarily share with Qwell, which
may include, without limitation, your name, address, social security number and contact information, insurance
information, medical history and current medical needs, billing information, and other personally identifiable
information (collectively, “Personal Information”).
You may elect to enter information into a medical history form (“Medical History Form”) on behalf of yourself or a
third party from whom you have authorization to provide such information. You can request (and in doing so,
authorize) Qwell to provide this information to your chosen Healthcare Provider. You acknowledge and agree that
such information will be reviewed and approved by you or someone authorized by you at the time of your
appointment to ensure its accuracy. You also acknowledge that Qwell may use the data or information you provide
in a Medical History Form in accordance with our Privacy Policy.

7. YOUR RESPONSIBILITIES

7.1 Your Account Credentials. When you create a Qwell account, you will provide an email address and create a
password (collectively, “Credentials”). You should keep your Credentials private and not share your Credentials
with anyone else. You must immediately notify Qwell if your password has been stolen or compromised by sending
an email to bertiemd@gmail.com. You may also be able to connect to the Services through a third party service,
such as Facebook or Google. If you connect to the Services through a third party service, you give Qwell permission
to access and use your information from such third party service as permitted by such third party service, and to
store your log-in credentials for such third party service. Qwell has no control over, and assumes no responsibility
for, the content, accuracy, privacy policies, or practices of or opinions expressed by any such third party.

7.2 Your Responsibilities Generally. The Services are free, but you are still responsible for your healthcare
expenses. Usual, customary and any other charges for any medical or related services rendered by Healthcare
Providers will apply and will be entirely your responsibility. You are responsible for ensuring that all information
that you provide to Qwell is accurate and up-to-date, including your insurance information. Some Services may not
be available through Qwell or your Healthcare Provider depending upon a number of factors, including your
insurance participation. Ultimately, you must resolve any dispute between you or any Healthcare Provider arising
from any transaction hereunder directly with the Healthcare Provider.
You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom
you have given your Credentials. You may only use the Site and the Services for lawful, non-commercial purposes.
You may not use the Site in any manner that could damage, disable, overburden, or impair our servers or
networks, or interfere with any other party’s use and enjoyment of the Site or the Services. You may not attempt
to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through
hacking, password mining or any other means. You may not accumulate or index, directly or indirectly, any
Content or portion of the Site and/or Services (including, without limitation, Healthcare Provider Content,
appointment availability, price information, and Insurance Content) for any purpose whatsoever.
User Responsibilities. You agree that you:

  • are solely responsible for the content or information You transmit to other members. You will not post on
    the Service, or transmit to other members or to Qwell or our employees, officers, directors and agents,
    any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening,
    harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s
    rights (including but not limited to, intellectual property rights, trade secrets, and rights of privacy and
    publicity) or is subject to an enforceable privilege (including, without limitation, attorney-client or trade
    secret privileged material);
  • accept that Qwell has no responsibility or liability for the deletion, corruption or failure to store any
    messages or other content maintained or transmitted by the Service;
  • are responsible for all usage or activity of your Qwell account and the Username/Password combination
    that accesses it. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of
    your account, at our sole discretion, and you may be referred to appropriate law enforcement agencies;
  • will not share your login with anyone else;
  • are responsible for maintaining the confidentiality of your password and account, and are fully
    responsible for all activities that occur, and content posted, under your account with or without your
    knowledge;
  • will not share any confidential or privileged information received from the Service with any third parties;
  • will not falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to
    the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your
    affiliations with a person or entity, past or present; and,
  • will not upload, post, email, transmit or otherwise make available any content or initiate communications
    which include information that you do not have the right to disclose or make available under any law or
    under contractual or fiduciary relationships (such as insider information, or proprietary and confidential
    information learned or disclosed as part of employment relationships or under nondisclosure
    agreements).

In addition to our rights in these Terms of Use, Qwell may take any legal action and implement any technological
measures to prevent violations of the restrictions hereunder and to enforce these Terms of Use or our Acceptable
Use Policy.

7.3 Responsibilities of Healthcare Providers and Others in the Healthcare or Medical Industries. If you are a
Healthcare Provider or other person or entity in the healthcare or medical industries, regardless of whether you
maintain an account with Qwell or whether you schedule or intend to schedule appointments through the
Services, you acknowledge and agree that:
(a) You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability,
or other Content for any purpose other than your own personal use as a patient or prospective patient.
(b) You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any
agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of
any product or service offered; or the customer or customer categories for any product or service, or otherwise
engage or attempt to engage in price fixing, output restriction, or customer or market allocation.
(c) You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or
unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.

8. USE

8.1 Content and General Use. You will have the opportunity to submit feedback regarding your experiences with
Healthcare Providers you find through the Services, to submit inquiries concerning possible medical needs and to
participate in the other interactive or community features of the Site (collectively, “Posted Information”). It is
important that you act responsibly when providing Posted Information.
Qwell reserves the right to investigate and, at our discretion, take appropriate legal action against anyone who
violates these Terms of Use, including without limitation, removing any offending communication from the
Services and terminating the account of such violators or blocking your use of the Services. By posting Posted
Information through the Services, you agree to and hereby do grant, and you represent and warrant that you have
the right to grant, to Qwell and its contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid
up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted
Information and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such Posted
Information.
All of the Content is owned by Qwell or our licensors and is protected by copyright, trademark, patent, and trade
secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any
underlying technology or software used in connection with the Services contain Qwell’s proprietary information.
Qwell gives you permission to use the Content for personal, non-commercial purposes only and do not transfer
any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download,
and store information from the Site for your own convenience, but you may not copy, distribute, republish (except
as permitted in this paragraph), sell, or exploit any of the Content, or exploit the Site or Services in whole or in
part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither Qwell nor its
suppliers grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by
Qwell to you are retained by Qwell.

8.2. Restrictions on Use
You may not:

  • Interfere with, breach or abuse the security measures implemented to protect Qwell, the information
    available through Qwell, and/or the resources used to provide the Services;
  • Disrupt or interfere with the operation of Qwell;
  • Transmit to or through the App or Website any virus, trojan horse, worm, or similarly harmful, disruptive
    or destructive computer program, code, script or object or use or seek to use the computers that are used
    for Qwell as a botnet or otherwise divert the Qwell resources to your own purposes;
  • Monitor, mirror, copy, summarize reverse engineer, reverse assemble, decompile or create any derivative
    work from some or all the App, Website or any materials used to provide the Services (including the
    underlying software);
  • Unless authorized to do so, use another person’s account or password to access Qwell or otherwise
    obtain unauthorized access to Qwell or the data or information of another person;
  • Use Qwell or the resources used to support or operate Qwell in any illegal manner or for any illegal
    purpose, or any other manner or purpose that would expose Qwell or our service providers to civil or
    criminal liability;
  • Use the App or Website to transmit any form of unsolicited commercial e-mail or similar messages or
    otherwise use Qwell for commercial purposes without the prior written approval from Qwell;
  • Use Qwell in any manner that could reasonably be expected to damage, disable, overburden or impair
    access to or the functionality of the App or Website;
  • Obtain Qwell username/password combination for use by any person except for yourself;
  • Modify, adapt or hack the Service or modify another app or website so as to falsely claim or imply that it is
    associated with the Service, or any other service;
  • Service or access to the Service without the express written permission of Qwell;
  • Verbally, physically, or otherwise abuse (including threats of abuse or retribution) any member or any
    Qwell employee, agent or officer;
  • Upload, post, host, or transmit unsolicited email, SMSs, or spam messages;
  • Sell, loan or otherwise transfer your Qwell Username;
  • Violate any applicable federal, state or municipal laws or regulations;
  • Plagiarize, violate or otherwise infringe upon the trademark, copyright, patent, trade secret, or any other
    rights of any person, firm or entity, expressly including libel, slander or invasion of rights of privacy,
    publicity; or
  • Attempt, or permit, encourage or authorize any other person to do any of the foregoing.
    To do any of the above constitutes a breach of this Agreement.

9. CHANGES TO THE SERVICES; NEW SERVICES; ADDITIONAL TERMS
We may from time to time add new features to the Services, substitute a new service for one of the existing
Services, or discontinue or suspend one of the existing Services. Under no circumstances will Qwell be liable for
any suspension or discontinuation of any of the Services or portion thereof, and the use of new services will be
governed by this Agreement. Some Services may have additional terms (including, without limitation, policies,
guidelines, and rules) that will further govern your use of that particular Service, and supplement this Agreement.
If you choose to register for, access or use any such Services, you may be presented with such additional terms. By
using those Services, you agree to comply with any such additional terms, which are incorporated by reference
into this Agreement.

10. LINKS TO OTHER WEBSITES
While using the Services, you may encounter links to other websites. These links are provided for your
convenience only and Qwell does not endorse these sites or the products and services they provide. You
acknowledge and agree that Qwell is not responsible or liable for the content or accuracy of these other websites.
Although Qwell attempts to link to trustworthy websites, it is possible that they will contain materials that are
objectionable, unlawful, or inaccurate and Qwell will not be responsible or liable for the legality or decency of
material contained in or accessed through such other websites.

11. DISCLAIMER
While Qwell works hard to improve patients’ healthcare experience, you acknowledge that Qwell has no control
over, and no duty to take any action regarding: (a) which users gain access to the Site and/or the Services, (b) what
Content you access, (c) what effects the Content may have on you, (d) how you may interpret or use the Content,
or (e) what actions you may take as a result of having been exposed to the Content. You release Qwell from all
liability for you having acquired, you having not acquired, or your use of Content. Qwell makes no representations
or warranties regarding suggestions or recommendations of services or products offered or purchased through the
Site and/or the Services. Qwell has no special relationship with or fiduciary duty to you. QWELL PROVIDES THE
SERVICES “AS IS” AND “AS AVAILABLE.” QWELL MAKES NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES
ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, QWELL HEREBY DISCLAIM ALL SUCH
WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF
SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. QWELL
DOES NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE
EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. QWELL DOES NOT GUARANTEE THAT
YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT
TIMES OR LOCATIONS OF YOUR CHOOSING. QWELL IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY,
TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR
INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN,
QWELL MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE
ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF
SENSITIVE INFORMATION. QWELL DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERRORFREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES,
SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

12. GENERAL LIMITATION OF LIABILITY
WHILE WE’RE ALWAYS IMPROVING, AND QWELL HOPES YOU HAVE AN EXCELLENT EXPERIENCE WITH QWELL,
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH QWELL IS THE CANCELLATION OF YOUR ACCOUNT.
IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT
OF YOUR USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (a)
THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO CREATE OR MAINTAIN AN ACCOUNT WITH THE SITE OR
THE SERVICES, OR (b) $100; EXCEPT THAT, FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE
OF THE TRANSACTION PROCESSING SERVICES, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY THEREOF
REGARDLESS OF THE FORM OF ACTION EXCEED THE TOTAL AMOUNT OF TRANSACTION PROCESSING FEES, IF ANY,
REMITTED TO AND RETAINED BY QWELL FOR PROVIDING TRANSACTION PROCESSING SERVICES FOR
APPOINTMENTS MADE BY YOU IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE
CLAIM.
IN NO EVENT SHALL QWELL BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU)
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE
OF, OR INABILITY TO USE, THE SITE AND/OR THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST
PROFITS, LOST DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL
DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED
THROUGH USE OF THE SERVICES, EVEN IF QWELL KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY
SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE
SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

13. TERMINATION
We reserve the right, if Qwell determines it is best, to terminate, suspend and/or deactivate your account
immediately, without notice, if there has been a violation of this Agreement or other policies and terms posted on
the Site or through the Services by you or by someone using your Credentials. Qwell may also terminate, suspend
or deactivate your account for any other reason, including inactivity for an extended period. Qwell shall not be
liable to you or any third party for any termination, suspension or deactivation of your access to the Site and/or
the Services. Further, you agree not to attempt to use the Site and/or the Services after any such termination,
suspension or deactivation (except where deactivation is due solely to inactivity, and you are permitted to create
another account). Sections 1, 2, 3, 4, 6, 8, 10, 11, 12, 13, 14, 15, and 16 shall survive any termination or expiration
of these Terms of Use.

14. INDEMNIFICATION
Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers,
directors, agents, parent and other affiliates, from all liabilities, claims, demands and expenses, including
attorney’s fees, that arise from or are related to (a) your use of the Site and/or Services, or (b) the violation of this
Agreement (including without limitation the Terms of Use), or of any intellectual property or other right of any
person or entity, by you or any person using your Credentials. The foregoing indemnification obligation does not
apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

15. MISCELLANEOUS

16.1 Electronic Contracting; Copyright Dispute
Your affirmative act of using the Services and/or creating an account constitutes your electronic signature to this
Agreement, which includes our Privacy Policy.

16.2 Changes to These Terms of Use. Qwell reserves the right at any time and in our sole discretion to change the
terms, conditions, and notices under which Qwell is offered, including but not limited to the charges associated
with the use of the Qwell app and/or website. Qwell may revise these Terms at any time by posting changes to the
Website or App. Although Qwell may attempt to notify you when major changes are made to these Terms, you
should from time to time review the then-current Terms because they are binding on you. You agree that Qwell
will not be liable to you or to any third party for any modification, suspension or discontinuance of the Website or
App.

16.3 Limitation of Claims. No action arising under or in connection with this Agreement, regardless of the form,
may be brought by you more than one (1) year after the cause of action arose; actions brought thereafter are
forever barred.

16.4 Choice of Law and Arbitration. Qwell hopes that it can work out any disagreements you might have with
Qwell. But if there is a dispute that needs to be further resolved, that process will take place according to this
section. This Agreement shall be deemed to have been entered into and shall be construed and enforced in
accordance with the laws of the State of New York as applied to contracts made and to be performed entirely
within New York, without giving effect to the state’s conflicts of law statute. YOU AGREE THAT ALL DISPUTES
BETWEEN YOU AND QWELL (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR
RELATIONSHIP WITH US, INCLUDING, WITHOUT LIMITATION, DISPUTES RELATED TO THIS AGREEMENT, YOUR USE
OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL
ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMERRELATED DISPUTES, AND YOU AND QWELL HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Neither you nor Qwell will
participate in a class action or class-wide arbitration for any claims covered by this Agreement to arbitrate. YOU
ARE WAIVING THE ABILITY TO PARTICIPATE AS A CLASS REPRESENTATIVE OR MEMBER IN ANY CLASS OR
COLLECTIVE CLAIM YOU MAY HAVE AGAINST QWELL INCLUDING ANY RIGHT TO CLASS OR COLLECTIVE
ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims
brought in a private attorney general or representative capacity, or consolidated claims involving another person’s
account, if Qwell is a party to the proceeding. This dispute resolution provision will be governed by the Federal
Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator
may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the
arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use or
the Agreement.

16.5 Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to
be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired. Further, the
invalid, illegal or unenforceable provision shall be replaced by a provision that comes closest to the intention of the
parties that underlie the invalid, illegal or unenforceable provision, except to the extent no such provision is valid,
legal and enforceable, in which case such invalid, illegal or unenforceable provision shall be limited or eliminated
to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effect and
enforceable.

16.6 Entire Agreement. This Agreement and any supplemental terms, policies, rules and guidelines posted
through the Services, each of which are incorporated herein by reference, including the Privacy Policy, constitute
the entire agreement between you and Qwell and supersede all previous written or oral agreements. If any part of
this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with
applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions
shall remain in full force and effect. The failure of Qwell to exercise or enforce any right or provision of this
Agreement shall not constitute a waiver of such right or provision. The failure of either party to exercise in any
respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

16.7 Headings. The headings of the sections of this Agreement are for convenience only, do not form a part
hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this
Agreement or any terms or conditions therein.

16.8 Assignment. Qwell may assign this Agreement at any time, including, without limitation, to any parent,
subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to
another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so
in violation of this section shall be null and void.

16.9 Eligibility. You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction
if that age is greater than 18 years of age, to create an account with Qwell or use the Site and the Services. If you
are between the ages of 13 and 18 or the applicable legal age in your jurisdiction, you can use the Site or Services
only under the supervision of your parent or guardian who has agreed to these Terms of Use. Those under the age
of 13 may not use the Site or Services. Parents or legal guardians of a child under the age of 18 may use the Site or
Services on behalf of such minor child. By using the Site or Services on behalf of a minor child, you represent and
warrant that you are the parent or legal guardian of such child, and that all references in these Terms of Use to
“you” shall refer to such child or such other individual on whose behalf you have authorization to enter into these
Terms of Use and you in your capacity as the parent or legal guardian of such child or as the authorized party of
such individual. If you do not qualify under these Terms of Use, do not use the Site or Services. Use of the Services
is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using
the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter
into these Terms of Use. The Site is administered in the U.S. and intended for U.S. users only; any use outside of
the U.S. or use related to activities outside of the U.S. is prohibited and at the user’s own risk. Users are
responsible for compliance with any local, state or federal laws applicable to their use of the Services or the Site.