Carbon Health Technologies Terms of Use

These Terms were last updated on Feb, 9 2021

Agreement to Terms of Use

These Carbon Health Technologies Terms of Use (“Terms” or “Agreement”) govern your use of our online interfaces and properties (e.g., websites and mobile applications) owned and controlled by Carbon Health Technologies, Inc., including the carbonhealth.com website and the Carbon Health Technologies mobile application (collectively, the “Site”), as well as the services (“Services”) available to users through the Site. Carbon Health Technologies, Inc. (“Carbon Health Tech,” “we,” “us,” and “our”) contracts with Carbon Health Medical Group of Florida, P.A., Carbon Health Medical Group, Inc., Direct Urgent Care, Inc., Carbon Health Medical Group of New Jersey, P.A., Carbon Health Medical Group of Kansas, P.A. and Djavaherian Medical Practice, PLLC (collectively, “Carbon Health Medical”) to assist them in the provision of online telehealth medical consultations and secure messaging between Carbon Health Medical physicians and other healthcare professionals (individually the “Provider” and collectively the “Providers”) and their patients. (See below for supplemental terms applicable to Providers.) The professional medical services (which are provided by Carbon Health Medical) and the non-clinical Site services (which are provided by Carbon Health Tech) are collectively referred to in this Terms as the “Services”. The terms “you” and “your” means you, your dependents if any, and any other person accessing your Carbon Health Technologies Account.

Your acceptance of, and compliance with, these Terms is a condition to your use of the Site and Services and purchase of Products. By clicking “accept” or otherwise using our Site and Services, you acknowledge that you have read, understand, and accept all terms and conditions contained within these Terms, the Notice of Privacy Practices provided to you by the Carbon Health Medical, and our Privacy Policy. If you do not agree to be bound by these terms, you are not authorized to access or use this Site or Services; promptly exit this Site.

Binding Arbitration. These Terms provide that all disputes between you and Carbon Health Technologies that in any way relate to these Terms or your use of the Site will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Binding Individual Arbitration for the details regarding your agreement to arbitrate any disputes with Carbon Health.

Changes to Terms

We have the right to change or add to the terms of this Agreement at any time by posting the amended Terms on Carbon Health Technologies websites and/or mobile applications (collectively, the “Site”). In accordance with our Notice of Privacy Practices (“HIPAA Privacy Practices”, “Notice of HIPAA Privacy Practices”), changes to these Terms will not weaken the privacy protections applied to your Protected Health Information without your being notified. Any use of the Services after our publication of any such changes shall constitute your acceptance of the Terms as modified. However, any Dispute that arose before the modification shall be governed by the Terms (including the binding individual arbitration clause) that was in place when the Dispute arose.

**Emergencies** THIS SITE IS NOT AN EMERGENCY-RESPONSE OR EMERGENCY-MONITORING SERVICE AND ANY PERSON WHO IS AWARE OF AN EMERGENCY SITUATION OR BELIEVES THAT A PERSON MAY BE AT RISK OF INJURY OR DEATH OR WHO MAY HARM THEMSELVES OR ANOTHER PERSON SHOULD DIAL “911” OR AN APPROPRIATE EMERGENCY RESPONDER. CARBON HEALTH IS UNDER NO OBLIGATION TO MONITOR OR RESPOND TO COMMUNICATIONS MADE TO THIS SITE.

Services Provided – No Medical Care or Advice by Carbon Health

As an important note, there is no single provider of medical care called “Carbon Health” that provides clinical services online. Rather, Carbon Health Technologies offers an online communication platform for Providers and their patients to connect via the Site through the use of synchronous and asynchronous telecommunications technologies. The Site facilitates communication between patients and Providers.

These Terms do not define how we ensure our adherence to Federal and State laws regarding your Protected Health Information, including the Health Insurance and Portability Act of 1996 (“HIPAA”). Our policies regarding the processing of your Protected Health Information (“PHI”) are covered in our Notice of Privacy Practices (“HIPAA Privacy Practices”). Our HIPAA Privacy Practices define how we preserve the privacy of your Protected Health Information, and you should refer to that document, not this one, regarding all processes associated with your healthcare records and other PHI.

Carbon Health Technologies does not provide medical advice or care through the Site or the Services. Carbon Health Technologies contracts with Carbon Health Medical, which are independent, physician-owned medical groups with a network of United States based Providers who provide clinical telehealth services. Carbon Health Technologies provides administrative and business support services to Carbon Health Medical. Carbon Health Medical Providers deliver clinical services via the Carbon Health Technologies platform to their patients. Carbon Health Technologies licenses the “Carbon Health MEDICAL GROUP” brand name to the independently owned and operated medical practices that use its platform and its administrative, business support, and other services. Providers are independently contracted or employed by the Carbon Health Medical. Providers are not contracted or employed by Carbon Health Technologies. The Providers, and not Carbon Health Technologies, are responsible for the quality and appropriateness of the care they render to you. Carbon Health Technologies and Carbon Health Medical do not provide any legal advice or representations in any way regarding any legal issues associated with advice, information, goods, or services offered by a Provider, including but not limited to any compliance obligations or steps necessary to comply with any state or federal laws and regulations.

Each of the Carbon Health entities, their related sites, locations, and care providers follow the terms of our Notice of Privacy Practices (“HIPAA Privacy Practices”) and you may refer to that document to understand the protections applied to your Protected Healthcare Information.

The Providers are independent of Carbon Health Technologies and are merely using the Site as a way to communicate with you. Any information or advice received from a Provider comes from them alone, and not from Carbon Health Technologies. Neither Carbon Health Technologies, nor any of its subsidiaries or affiliates or any third party who may promote the Site or Service or provide a link to the Service, shall be liable for any professional advice obtained from a Provider via the Site or Service, nor any information obtained on the Site. Carbon Health Technologies does not recommend or endorse any specific Providers, tests, physicians, medications, products, or procedures. You acknowledge that your reliance on any Providers or information delivered by the Providers via the Site or Service is solely at your own risk and you assume full responsibility for all risks associated herewith.

Carbon Health Technologies does not make any representations or warranties about the training or skill of any Providers who deliver services via the Site or Service. You will be provided with available Providers based solely on the information you submit to the Site. You are ultimately responsible for choosing your particular Provider.

The content of the Site and the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by Carbon Health Technologies. You should always seek the advice of your qualified health care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. All information provided by Carbon Health Technologies, or in connection with any communications supported by Carbon Health Technologies, is intended to be for general information purposes only, and is in no way intended to create a provider-patient relationship as defined by state or federal law. While Carbon Health Technologies facilitates your selection of, and communications with, Providers, Carbon Health Technologies does not provide medical services, and the doctor-patient relationship is between you and the Carbon Health Medical Provider you select.

The medical services, treatment, and care you receive may vary depending on the Provider you interact with. Please contact your Provider or Carbon Health Medical directly for any questions regarding your care or medical treatment.

Risks of Telehealth Services

Telehealth involves the delivery of healthcare services using electronic communications, information technology or other means between a healthcare provider and a patient who are not in the same physical location. While the provision of health care services using telehealth may offer certain potential benefits, there are also potential risks associated with the use of telehealth. The telehealth services are not a substitute for in-person health care in all cases. In order to use the Service, you will be required to review and agree to an informed consent regarding the use of telehealth (the “Patient Consent”) that will be provided to you by Carbon Health Medical and Providers through the Site. You agree that Carbon Health Technologies is a third-party beneficiary of the Patient Consent and has the right to enforce it against you.

Prescription Policy

Neither Carbon Health Technologies nor Carbon Health Medical endorse any specific medication, pharmacy, or pharmacologic product. If a Provider prescribes a medication, he/she will limit supply based upon state regulations and will only prescribe a medication as determined in his/her own discretion and professional judgment. There is no guarantee a prescription will be written. Providers do not prescribe DEA controlled substances or scheduled medications, or certain other drugs which may be harmful because of their potential for abuse. Providers reserve the right to deny care for actual or potential misuse of the Services.

You agree that any prescriptions that you acquire from a Provider will be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription. Carbon Health Technologies and Carbon Health Medical fully honor patient freedom of choice and, if you receive a prescription for a medication, you always have the option to instruct Carbon Health Medical to transmit that prescription to the pharmacy of your choice

Not an Insurance Product

Neither Carbon Health Technologies nor Carbon Health Medical are insurers. The Services are not insurance products, and the amounts you pay to Carbon Health Technologies or Carbon Health Medical are not insurance premiums. If you desire any type of health or other insurance, you will need to purchase such insurance separately.

Age Limitations

In order to access the Site and the Services, you represent and warrant that you are older than 18 years old. If you are under the age of eighteen (18) and wish to use our Site or Services, your parent or legal guardian must agree to your use of the Site and Services, submit your personal information, and agree to these Terms on your behalf. If you are under the age of 13, you may only use our Services and access our Site with the supervision and consent of your parents or legal guardians. If we learn that we have collected personal information from someone under the age of 13 without parental consent, we will promptly delete that information. If you believe we have improperly collected personal information from someone under the age of 13, please contact us at support@carbonhealth.com.

Restricted

You may use this Site only to the extent that you obey all laws, rules, and regulations applicable to your use of this Site. Carbon Health Technologies and Carbon Health Medical operate subject to state and federal laws and regulations, and the Services may not be available in your state. You represent that you are not a person barred from enrolling for or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Site or the Services is limited exclusively to users located in States within the United States where the Services are available. Accessing the Site or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Site or any portion thereof without authorization, in violation of these Terms or in violation of applicable law.

You may not use any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers, or other measures we may use to prevent or restrict access to the Site. Violations of system or network security may result in civil or criminal liability. Carbon Health Technologies may investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.

Your Privacy

Upon acceptance of these Terms you confirm that you have read, understood, and accepted Carbon Health Technologies’ Online Privacy Policy and the Notice of Privacy Practices shared with Carbon Health Medical, as applicable.

Registration

Registration is not required to view certain content on the Site. However, to use some parts of the Site and Services you may be required to register and provide certain information about yourself, including your e-mail address and password (“Credentials”). If you become a registered member of the Site, you accept responsibility for all activities that occur under your registration account. You agree to provide true, accurate, complete, and correct information at the time of registration, and to promptly update this information as needed so that it remains true, accurate, complete, and correct. You should keep your Credentials private and not share your Credentials with anyone else. You are responsible for maintaining the confidentiality of your Credentials, and for all activities that occur under such Credentials. If you believe someone has accessed the Site using your Credentials without your authorization, e-mail us immediately at privacy@carbonhealth.com.

Transactions

If you wish to purchase products or services described or linked to on the Site (each such purchase, a “Transaction”), Carbon Health Technologies or the third party provider of the product or service will request certain information from you that is applicable to your Transaction, including, without limitation, credit card and other payment and shipping information. You understand that, if any such information is provided to Carbon Health Technologies, then Carbon Health Technologies shall treat any such information in the manner described in our Online Privacy Policy. By supplying such information, you grant Carbon Health Technologies the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. You agree to pay all charges incurred by you or any users of your membership account or credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred, including, without limitation, all shipping and handling charges. You shall also be responsible for paying any applicable taxes relating to your purchases. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MECHANISM USED IN CONNECTION WITH ANY TRANSACTION.

Descriptions or images of, or references to, products or services on the Site do not imply Carbon Health Technologies’ endorsement of such products or services. We reserve the right, without prior notification, to change such descriptions or references, to limit the order quantity on any product or service and/or to refuse service to you. Verification of information applicable to a purchase may be required prior to Carbon Health Technologies’ acceptance of any order. Price and availability of any product or service are subject to change without notice. Carbon Health Technologies is not responsible for errors in the prices or descriptions of any product or service. Refunds and exchanges shall be subject to Carbon Health Technologies’ and/or any applicable third party’s refund and exchange policies in effect at the time of the applicable Transaction. Current rates for any product or service available through the Site may be obtained by sending an email to support@carbonhealth.com.

Consent to Electronic Communications

You agree to receive email communications from Carbon Health Technologies, Inc. and Carbon Health Medical and request online access to your profile to do things such as make or cancel appointments. By providing your phone number to us, you grant permission for Carbon Health Technologies, Inc. and Carbon Health Medical to send you SMS text messages and emails regarding sign up, wait times, my appointments, follow up questions, billing questions, attempts to collect payment (should the need arise), and other Services related messages. .

You grant and state your preference to have all staff at Carbon Health Technologies, Inc. and Carbon Health Medical communicate with you by email or standard SMS messaging regarding various aspects of my medical care, which may include, but shall not be limited to, test results, prescriptions, appointments, patient satisfaction surveys and billing. You understand that email and standard SMS messaging are not confidential methods of communication and may be insecure. You further understand that, because of this, there is a risk that email and standard SMS messaging regarding your medical care might be intercepted and read by a third party.

  1. When you opt-in to the service, we will send you an SMS message to confirm your signup.
  2. You can cancel the SMS service at any time. Just text "STOP" to us. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us.
  3. If at any time you forget what keywords are supported, just text "HELP" to us. After you send the SMS message "HELP" to us, we will respond with instructions on how to use our service as well as how to unsubscribe.
  4. We are able to deliver messages to major mobile phone carriers by using Twilio’s services, a third party service provider. Please note that carriers are not liable for delayed or undelivered messages.
  5. As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. For all questions about the services provided by this short code, you can send an email to support@carbonhealth.com.
  6. If you have any questions regarding privacy, please read our privacy policy:/privacy-policy

Social Media and Online Communities; Other User Content

Carbon Health Technologies may provide you opportunities to share information on third party social media sites or platforms such as Facebook, Instagram, LinkedIn, Twitter, Google+, YouTube or other similar sites (collectively, “Social Media Sites”). Carbon Health Technologies may also provide you opportunities to participate in online communities on such Social Media Sites and may host discussion boards, chats, and other forums on this Site. For example, you may use your Instagram handle and tag your photos and postings (“Tagged Content”) with hashtags that we may provide from time to time in order to submit your Tagged Content for potential use on our Site. If you post Tagged Content with hashtags as we may provide from time to time, your activity and participation is governed by these Terms. Additionally, you remain responsible for your compliance with other applicable terms and conditions such as those of Instagram or other Social Media Sites. Without limitation of any other obligations, you agree that you will be respectful of others and their privacy and will not submit photos of others without their express permission.

Carbon Health Technologies may terminate or restrict your access to any Carbon Health Technologies online community, including access through the Site.

If you submit, upload, post, or transmit any Tagged Content, health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images, or other materials to us or our Site (“User Information”), you agree not to provide any User Information that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. You agree not to contact other Site users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to Carbon Health Technologies and Carbon Health Medical that you have the legal right and authorization to provide all User Information to Carbon Health Technologies and Carbon Health Medical for use as set forth herein and required by Carbon Health Technologies and the Carbon Health Medical Provider.

Except as protected or prohibited by applicable law, Carbon Health Technologies shall have a royalty-free, irrevocable, transferable right and license to use the Provider Content however Carbon Health Technologies desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from or sell or distribute such Provider Content or incorporate such Provider Content into any form, medium, or technology throughout the world.

Our policies regarding the processing of your Protected Health Information (“PHI”) are covered in our Notice of Privacy Practices (“HIPAA Privacy Practices”). Our HIPAA Privacy Practices define how we preserve the privacy of your Protected Health Information, and you should refer to that document, not this one, regarding all processes associated with your healthcare records and other PHI.

You agree not to: (i) access the Site or use the Services in any unlawful way or for any unlawful purpose; (ii) post or transmit (1) a message under a false name, or (2) any data, materials, content, or information (including, without limitation, advice, and recommendations) which is (A) libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or (B) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programing or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Site or the Services, personal information, software, equipment, servers, or Information or facilitate or promote hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Site or the Services; (v) use robots or scripts with the Site; (vi) attempt to reverse engine, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by this Site; (vii) to have any antivirus or antispyware software running that is set to override the internet browser’s cookies setting; (viii) incorrectly identify the sender of any message transmitted to Carbon Health; (ix) alter the attribution or origin of electronic mail, messages, or posting; (x) harvest or collect personal health information about any other individual who uses the Site or the Services; and (xi) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including but not limited to, such rights of third parties.

Selection and Removal of Tagged Content

Carbon Health will review Tagged Content and select certain Tagged Content for posting on our Site; we make no guarantee that your Tagged Content will be posted. Notwithstanding the foregoing, you remain fully responsible and liable for your Tagged Content and its compliance with these Terms, other applicable Terms and applicable laws. If your Tagged Content is posted to our Site, you may request removal of your Tagged Content by marking it as “private” in your Social Media Site account or by emailing us at support@carbonhealth.com.

Monitoring

We have no obligation to monitor any related websites, chats, discussion boards or any other materials that you or third parties transmit or post on or to the Site or related websites, if any. However, you acknowledge and agree that we have the right (but not the obligation) to monitor the Site, discussion boards, the chats, and the materials you transmit or post; to alter or remove any such materials (including, without limitation, any posting to a chat or discussion board); and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly, to protect ourselves, our sponsors, and our other clients and visitors, and to comply with legal obligations or governmental requests.

Ownership and IP Licensing

This Site is owned and operated by Carbon Health. The entire contents and design of the site are protected by U.S. and international copyright law. All rights regarding the Site and materials contained on the Site are either owned by Carbon Health, are licensed to it, or are used with permission. Carbon Health and its licensors retain and reserve all proprietary rights to the contents of this Site.

Subject to these Terms and the payment of all applicable fees, Carbon Health grants you a revocable, nontransferable (except as provided below), personal, nonexclusive license to use the object code version of the Site. All rights not expressly granted to you in these Terms are reserved and retained by Carbon Health or its licensors, suppliers, publishers, rights holders, or other content providers. Neither the Site and Services, nor any part of the Site and Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Carbon Health.

You may not copy, republish, upload, post, display, transmit, or frame any of these materials without prior written consent from Carbon Health. You may link to, view, download, use, display and print a single copy of the materials found on this Site only for personal, noncommercial, and informational purposes as long as: (1) you do not alter or modify the materials in any way; (2) you include all applicable copyright, trademark and other notices and disclaimers; and (3) you do not use the materials in a way that suggests an association with Carbon Health or an affiliated entity. All such copies must include, at a minimum, the following copyright notice: “Copyright © [current year] Carbon Health All rights reserved.” Any other use of the Site or the information contained here is strictly prohibited. Carbon Health may terminate the above license at any time for any reason. If you breach any of these terms your license terminates immediately and automatically and without notice. Upon the termination of this license you must stop using this site, including all content, and return or destroy all copies, including electronic copies, of the content in your possession or control.

Copyright Infringement – DMCA Notice

The Digital Millennium Copyright Act (the “DMCA”) provides remedies for copyright holders who believe in good faith that material appearing on the Internet infringes their rights under copyright law. If you believe in good faith that content or material on this Site infringes a valid copyright owned by you, you (or your agent) may send Carbon Health a notice requesting that the material be removed, or access to it blocked. This request should be sent to:support@carbonhealth.com; or to: Carbon Health, 300 California Street, 7th Floor, San Francisco, CA 94104.

The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Site should be sent to the address above.

Trademark Notice

Carbon Health names and logos and all related product and service names, design marks, and slogans are the trademarks or service marks of Carbon Health. All rights are reserved. You are not authorized to use any Carbon Health name or mark in any advertisement, publicity or in any other commercial manner without prior written consent of Carbon Health. All other trademarks appearing on the Site are the property of their respective owners.

Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

Representation and Warranties

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; and (b) your use of this Site will be in compliance with these Terms.

No Warranties

USE OF THIS SITE AND THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CARBON HEALTH, CARBON HEALTH MEDICAL, OR OTHERWISE THROUGH THIS SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CARBON HEALTH, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL MEET YOUR REQUIREMENTS; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THIS SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS SITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

CARBON HEALTH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THIS SITE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CARBON HEALTH WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Indemnity

BY VISITING THIS SITE OR USING THE SERVICES, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CARBON HEALTH, CARBON HEALTH MEDICAL, THE PROVIDERS AND ANY AFFILIATED CARBON HEALTH ENTITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES (COLLECTIVELY “CARBON HEALTH PARTIES”) FROM AND AGAINST ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, JUDGMENTS, SETTLEMENTS, COSTS, LOSSES, DAMAGES, TAX ASSESSMENTS, PENALTIES, INTEREST AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) ARISING OUT OF ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR ANY OTHER CLAIM YOU OR A THIRD PARTY MAY INCUR IN CONNECTION WITH YOUR USE OR MISUSE OF THIS SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR DEFAMATION, VIOLATION OF PUBLICITY OR PRIVACY, COPYRIGHT OR TRADEMARK INFRINGEMENT RESULTING FROM YOUR SUBMISSIONS OF ANY USER CONTENT, TAGGED CONTENT OR OTHER MATERIALS, ANY ECONOMIC HARM, LOST PROFITS, DAMAGES TO BUSINESS, DATA OR COMPUTER SYSTEMS, OR ANY DAMAGES RESULTING FROM RELIANCE ON ANY CONTENT OR RESULTING FROM ANY INTERRUPTIONS, WORK STOPPAGES, COMPUTER FAILURES, DELETION OF FILES, ERRORS, OMISSIONS, INACCURACIES, DEFECTS, VIRUSES, DELAYS OR MISTAKES OF ANY KIND, EVEN IF YOU HAVE PREVIOUSLY ADVISED CARBON HEALTH OF THE POSSIBILITY OF SUCH CLAIM.

Limitation of Liability and Damages

CARBON HEALTH SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF CARBON HEALTH MEDICAL OR THE PROVIDERS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND ANY OF ITS SERVICE IS TO STOP USING THE SITE OR SERVICE. YOU AGREE THAT UNDER NO CIRCUMSTANCE SHALL ANY OF CARBON HEALTH PARTIES BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE OR INABILITY TO USE THIS SITE, THE SERVICES, OR THE MATERIALS ON THIS SITE. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS ALL LOSSES AND CLAIMS OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF CARBON HEALTH TO YOU WITH RESPECT TO YOUR USE OF THIS SITE IS $50 (FIFTY DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.

Supplemental Terms Applicable to Providers

These supplemental terms apply to Providers in addition to the other provisions of these Terms. In the event of a conflict between the supplemental terms and any other terms herein, the supplemental terms shall prevail.

To be a healthcare provider using the Site (for purposes of this Section, “Provider”, or “you”) you must be a licensed physician, nurse practitioner, or healthcare professional contracted or employed by Carbon Health Medical, and must agree to comply with all laws, medical board rules, and other rules and regulations applicable to you as a Provider or otherwise. Your relationship with the Carbon Health users (including, but not limited to, your Carbon Health Medical patients) is directly between you and the patient. The patient will never have a physician-patient relationship with Carbon Health. Carbon Health does not practice medicine and offers no medical services. As set forth more fully below, Provider is solely responsible for all agreements, consents, notices, and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Provider and Carbon Health Medical is solely responsible for all billings and collections from patients and other consumers, and Carbon Health shall have no liability whatsoever to Provider with respect to any amounts owed by any patient or other consumer to Provider.

Carbon Health does not provide any medical advice, legal advice, or representations in any way regarding any legal or medical issues associated with Provider, goods, or services offered by Provider, including but not limited to any compliance obligations or steps necessary to comply with any state or federal laws and regulations. Provider should seek legal counsel regarding any legal and compliance issues, and should not rely on any materials or content associated with the Services in determining Provider’s compliance obligations under law. Provider and Carbon Health agree that Carbon Health is not providing to customers, patients, or anyone else, medical advice or legal advice. THE CARBON HEALTH SITE AND THE SERVICES ARE NOT MEANT TO SUBSTITUTE OR MODIFY YOUR PROFESSIONAL JUDGMENT IN ANY WAY.

Provider will use the Site and Services only in accordance with applicable standards of good medical practice. While software products such as the Site and Services can facilitate and improve the quality of service that Provider can offer patients, many factors, including but not limited to the provider/patient relationship can affect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. Provider shall be solely responsible for its use of the Site and Services, and the provision of medical services to Provider’s patients. In this regard, Provider releases Carbon Health and waives any and all potential claims against Carbon Health as a result of Provider’s use of the Site and Services, and the provision of services to Provider’s patients.

As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to defend, indemnify and hold Carbon Health harmless from any claim by or on behalf of any patient of Provider, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against Carbon Health, regardless of the cause if such claim arises for any reason whatsoever, out of Provider’s use or operation of the Site and Services. To the extent applicable, Provider will obtain Carbon Health’s prior written consent to any settlement or judgment in which Provider agrees to any finding of fault of Carbon Health or defect in the Site or Services. Carbon Health will promptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with the information reasonably required for the defense of the same, and grant to Provider exclusive control over its defense and settlement.

If you submit, upload, transmit, or post any consents, notices, advice, recommendations, comments, files, videos, images, or other materials to us or our Site (“End User Content”) or provide any End User Content to patients or other consumers, you agree not to provide any End User Content that (a) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. End User is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers. You agree not to contact other users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to Carbon Health Technologies that you have the legal right and authorization to upload all End User Content at the Site. Carbon Health shall have a royalty-free, irrevocable, transferable right and license to use the End User Content however Carbon Health desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from or sell or distribute such End User Content or incorporate such End User Content into any form, medium, or technology throughout the world. Carbon Health Technologies is and shall be under no obligation: (i) to maintain any End User Content in confidence; (ii) to pay to you any compensation for any End User Content; or (iii) to respond to any End User Content.

Carbon Health Technologies does not regularly review End User Content but does reserve the right (but not the obligation) to monitor and edit or remove any End User Content submitted to the Site. You grant Carbon Health the right to use the name that you submit in connection with any End User Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any End User Content. You are and shall remain solely responsible for the content of any End User Content you post to the Site or provide to patients or other consumers. Carbon Health Technologies and its affiliates take no responsibility and assume no liability for any End User Content submitted by you or any third party.

Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact privacy@carbonhealth.com with any dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration. “Disputes” between you and Carbon Health Technologies, including its processors, suppliers or licensors or their respective affiliates, agents, directors or employees, are defined for the purposes of these Terms to include any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and Carbon Health Technologies including, but not limited to, any claims relating in any way to these Terms (including its breach, termination, or interpretation), any other aspect of our relationship, Carbon Health Technologies advertising, and any use of Carbon Health Technologies services.

Binding Individual Arbitration

You and Carbon Health Technologies agree to arbitrate all Disputes. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST CARBON HEALTH. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by ADR Services, Inc. according to this provision and the applicable arbitration rules for that forum. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where you reside. Otherwise, any arbitration hearing will occur in San Francisco, California, or another mutually agreeable location, or a location ordered by the arbitrator. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may recover those fees from the arbitrator. For any claim where you are seeking relief, Carbon Health Technologies will not seek to have you pay its attorney’s fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and Carbon Health Technologies also include respective subsidiaries, affiliates, agents, employees, predecessors, successors, and assigns. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in San Francisco, California, or federal court for the Central District of California.

Jurisdiction

Information provided on Carbon Health Technologies’ Site is not targeted to users in any particular locality nor is it intended to constitute the doing of business in any jurisdiction.

This Site is a service provided by Carbon Health Technologies and does not constitute any contact with any jurisdiction outside the State of California. Use of this Site is prohibited in any jurisdiction having laws that would void this Agreement in whole or essential part or which makes accessing the Site illegal. Users in such jurisdictions visit and use this Site entirely at their own risk. Note: the essential parts of this Agreement include, without limitation, the exclusive venue and exclusive remedy provisions and the warranty disclaimers.

This Agreement is entered into and performed in the State of California, United States of America. It is governed by and shall be construed under the laws of California, exclusive of any choice of law or conflict of law provisions.

Requests for Information

If you contact Carbon Health Technologies and request information about our programs or services, we will use your email or postal address to provide the information you requested. You agree that we may use and share information you provide us as described in our Online Privacy Policy.

Limitation on Time to Initiate a Dispute

Unless otherwise required by law, an action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

Links to Other Websites

Carbon Health Technologies’ Site may contain links to third party websites as a convenience to you. The inclusion of any website link does imply an approval, endorsement, or recommendation by Carbon Health Technologies. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in these Terms. Carbon Health Technologies expressly disclaims any liability for these websites. Please remember that when you use a link to go from our Site to another website, our Online Privacy Policy and Notice of Privacy Practices is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our Site, is subject to that website’s own rules and policies.

Downloadable Files and Email

Carbon Health Technologies cannot and does not guarantee or warrant that email or files available for downloading from its Site will be free of viruses or other code that may contaminate or destroy data on your computer. You are responsible for implementing sufficient protective procedures and checks to maintain the accuracy of your data for maintaining a data back-up or other means for the reconstruction of any lost data. Carbon Health Technologies does not assume any responsibility or risk for damage to your computer or its files related to your use of the Services.

Notice for California Users

If you have a question or complaint regarding the Services provided to you by Carbon Health please contact us at support@carbonhealth.com to receive further information regarding the Services or to resolve the complaint. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by telephone at (800) 952-5210 or TDD (800) 326-2297, or in writing at Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834.

Other Provisions

Except as expressly provided in these Terms, these terms are a complete statement of the agreement between you and Carbon Health Technologies, and they describe the entire liability of Carbon Health Technologies and its vendors and suppliers and your exclusive remedy with respect to your access and use of this Site. In the event of a conflict between these Terms and any other Carbon Health Technologies agreement or policy, these Terms shall prevail on the subject matter of these Terms. If any provision of these Terms is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Headings are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that Carbon Health Technologies may have under trade secret, copyright, patent, or other laws. Carbon Health Technologies’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Force Majeure

We will not be deemed to be in breach of these terms or liable for any breach of these Terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, pandemic, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.

Support; Functionality

All questions and requests relating to Site support must be directed to Carbon Health Technologies. The Select Third Parties, as defined below, are not responsible for providing support for the application portions of the Site and may not be contacted for support. Carbon Health Technologies will use commercially reasonable efforts to respond to questions and provide support. Please note that we may change or remove functionality and other features of the Site at any time, without notice.

Modified Devices and Operating Systems

Carbon Health Technologies will have no liability for errors, unreliable operation, or other issues resulting from use of the Site on or in connection with rooted or jail broken devices or use on any mobile device that is not in conformance with the manufacturer’s original specifications, including, but not limited to, use of modified versions of the operating system (collectively, “Modified Devices”). Use of the Site on Modified Devices will be at your sole and exclusive risk and liability.

No Liability for Select Third Parties

Your wireless carrier, the manufacturer and retailer of your mobile device, the developer of the operating system for your mobile device, the operator of any application store, marketplace, or similar service through which you obtain the Site, and their respective affiliates, suppliers, and licensors (collectively, the “Select Third Parties”) are not parties to these Terms and they do not own and are not responsible for the Site. Carbon Health Technologies, and not any Select Third Parties, is responsible for addressing any claims raised by you or any third party regarding the Site or your use or possession thereof, including, but not limited to, claims related to product liability, legal, or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable Select Third Parties’ terms and conditions. YOU AGREE: (A) THE SELECT THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (B) IN NO EVENT WILL THE SELECT THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR THE SITE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; AND (C) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY SELECT THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL IN NOT EXCEED FIVE DOLLARS ($5.00); AND (IV) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE SELECT THIRD PARTIES ARISING OUT OF THE SITE AND THESE TERMS. THE THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS, AND ARE CAPABLE OF DIRECTLY ENFORCING ITS TERMS. NOTHING CONTAINED IN THESE TERMS WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN YOU AND THE SELECT THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER. In the event of any claim that the Site or your possession and use of the Site infringes a third party’s intellectual property rights, the Select Third Parties are not responsible for the investigation, defense, settlement, or discharge of the infringement claim.

Assignment

You may not assign any rights or obligations under this Agreement without Carbon Health Technologies’ prior written consent. Carbon Health Technologies may assign all or part of this Agreement.

Survival

All sections of this Agreement which, by their nature are designed to survive expiration or termination of this Agreement, including but not limited to indemnity and limitation of liability clauses, shall survive.

Waiver

No waiver of any of these terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Notices

You agree that we may provide any and all notices to you by e-mail, telephone, fax, as well as by any other method.

Severability

If any of the provisions of this Agreement are held unenforceable by a court or other tribunal of competent jurisdiction, then those provisions shall be limited or eliminated to the minimum extent necessary to allow the remainder of this Agreement to retain its full force and effect.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between you and Carbon Health Technologies applicable to its subject matter. It may not be modified except as described elsewhere in this Agreement.

Conflicting Terms

Anything on the Site inconsistent or in conflict with the terms of this Agreement is superseded by the terms of this Agreement.

Contact Information

Please contact us with any questions or concerns regarding this Agreement at:

Carbon Health Technologies, Inc.

300 California Street, 7th Floor San Francisco, CA 94104 Phone: (415) 869-8858 Email:support@carbonhealth.com

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