Terms of Use Agreement

Effective Date: 7/10/2020

Last Updated Date: 6/3/2021

Please read this terms of use agreement (the “terms of use”) carefully. The Halcyon website located at halcyonhealth.co (the “website”) and Halcyon mobile application (the “application” and, together with the website, the “offering”) and the information on the offering are provided by Halcyon Health, inc. (“halcyon,” “we”, “us,” and “our”).

Halcyon Health Inc. provides services to Halcyon Care, P.C., an independent, physician-owned medical group, and its affiliates (“Halcyon Care’’) to facilitate clinical telehealth consultations with patients. Halcyon Care’s medical services are provided by healthcare providers licensed to practice in the state where the patient is located (individually the “Provider” and collectively the “Providers”). The medical services provided by Halcyon Care and the non-clinical services provided by Halcyon are collectively referred to in this Terms of Use as the “Services”. The terms “you” and “your” means you, your dependents if any, and any other person accessing your Halcyon Account (as defined below).

These terms of use govern the use of the offering and apply to all users visiting the offering or using the offering in any way, including using the services available or enabled via the offering. By clicking on the “I accept” button, completing the registration process, and/or browsing the website or downloading the application, you represent that (1) You have read, understand, and agree to be bound by the terms of use and (2) You are of legal age to form a binding contract with halcyon. If you do not agree to be bound by the terms of use, you may not access or use the services.

The services are not intended for emergency use. If you are experiencing a medical or mental health emergency, you should immediately call “911” or go to the nearest urgent care clinic or emergency room. If you are thinking about suicide or are considering taking actions that may cause harm to yourself or others, you should immediately call “911” or notify other appropriate medical personnel.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.” Please note that the agreement is subject to change by Halcyon in its sole discretion at any time. When changes are made, Halcyon will make a new copy of the Terms of Use Agreement available at the Website and within the Application and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website or within the Application. We will also update the “Last Updated” date at the top of the Terms of Use Agreement.

Any changes to the Agreement will be effective immediately for new users of the Services and shall be effective for Registered Users (as defined below) who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or Application or thirty (30) days after we send an e-mail notice of such changes to Registered Users. Halcyon may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). Please Regularly Check The Website And Application To View The Then-current Terms.

1. OUR SERVICES

1.1 Coaching and Care Coordination Services. Our Services include resources and services to assist in substance abuse disorder treatment programs, including coaching and care coordination services (“Coaching and Care Coordination Services”) consistent with a pre-existing plan of care established by the user’s health care provider (“Plan”). Our Coaching and Care Coordination Services include interactions between you and our coaches and/or social workers (“Our Team”) through various means, including the Remote Platform (defined below). Your interactions with Our Team are not intended to defer or serve as a substitute for professional medical or mental health services, and instead are meant to support your Plan. While our Coaching and Care Coordination Services are intended to help you follow your Plan and communicate with Our Team for support in following your Plan, we make no representation or warranty whatsoever as (1) to the accuracy or effectiveness of the information contained in the Plan designed by your health care provider and supported through our Services; or (2) whether the Coaching and Care Coordination Services will be effective, relevant, useful, correct, satisfactory or suitable to your needs.

1.2 Halcyon Health Inc. does not provide medical advice, treatment, or care. Halcyon Care delivers clinical services to patients via the Halcyon Offering. Providers are independently contracted or employed by Halcyon Care. Providers are not contracted or employed by Halcyon. The Providers, and not Halcyon, are responsible for the quality and appropriateness of the care they render to you. The Providers are independent of Halcyon and use the Offering to communicate with you. Any information or advice received from a Provider comes from the Provider alone, and not from Halcyon. Your interactions with the Providers via the Site are not intended to take the place of your relationship with your regular health care practitioners or primary care provider. Neither Halcyon, nor any of its subsidiaries or affiliates or any third party who may promote the Offering or Services or provide a link to the Offering, shall be liable for any professional advice obtained from a Provider via the Offering or Services, nor any information obtained on the Offering. Halcyon does not recommend or endorse the Providers, and other health care providers, or tests, medications, products, procedures, or services. You acknowledge that your reliance on any Providers or information delivered by the Providers via the Offering or Services is solely at your own risk, and you assume full responsibility for all risks associated herewith.

1.3 Prescription Policy. Neither Halcyon nor Halcyon Care endorses any specific medication or pharmacy. If a Provider prescribes a medication, he/she will limit supply based upon medical need and state regulations and will only prescribe a medication as determined in his/her own discretion and professional judgment to be medically necessary. There is no guarantee a prescription will be written. 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 Provider, other health care provider, or pharmacist if you have any questions regarding the prescription or medication. Halcyon and Halcyon Care honor patient freedom of choice and, if you receive a prescription for a medication, you always have the option to instruct Halcyon Care to transmit that prescription to the pharmacy of your choice.

1.4 Disclaimer. You Acknowledge That Some Of The Content That Is Provided Through The Coaching And Care Coordination Services May Be Provided By Individuals In The Medical Or Licensed Mental Health Professions, However, To The Fullest Extent Permitted By Applicable Law, The Provision Of Such Information Does Not Create A Professional/Patient Relationship, And Does Not Constitute An Opinion, Medical Advice Or Diagnosis Or Treatment Of Any Particular Condition, But Is Provided To Assist You In Improving Your Recovery Management. Your Interactions With Our Team Through The Offering Is Not Intended To Be A Substitute For Health Care Provider Advice, Diagnosis, Or Treatment.

1.5. User’s Sole Responsibility for Health & Healthcare Providers. It is your responsibility to seek the advice of a qualified health care provider for your medical and mental health needs. You should never rely on, or make health or well-being decisions based on your use of the coaching and care coordination services. Under no circumstances can the coaching and care coordination services replace medical or mental health services rendered by your healthcare provider. You should not change your treatment or plan of care, medication or therapy based on information you received through the coaching and care coordination services. Conversations with our team are not a substitute for care provided by your healthcare provider. never disregard, avoid, or delay obtaining medical advice from a qualified health care provider because of information from our services. If you receive advice from a qualified healthcare provider which conflicts with anything contained in our coaching and care coordination services, you should adhere to the advice from the qualified health care provider and consult them before continuing use of our services. Your coach or social worker may recommend or refer to you to a health care provider. Such health care providers are not employees or representatives of halcyon, and it is your responsibility to determine the right health care provider for you. If you decide to engage with such independent health care providers, you will have a direct relationship with them and halcyon is not responsible for their advice, any aspect of their treatment or payment for services they provide you.

REMOTE CONNECTIVITY FEATURES. Regarding your interaction with Providers, Halcyon’s role is limited to offering you the convenience of interacting with such Providers using the Remote Platform. In any event, such relationships are not intended to replace a primary care physician relationship, primary outpatient therapist, or be your permanent health care home. You should seek emergency help or follow-up care when recommended by your Provider or when otherwise needed.

**1.1 ~Remote Platform Disclosures. Please note that while the Remote Platform can improve the convenience and accessibility of communicating with Providers or Our Team, there are potential risks associated with its use. These risks include, but may not be limited to: 1. Internet connectivity may not be sufficient to allow for appropriate communication with the Provider or Our Team; 2. Individuals around you may view and/or hear your session information by eavesdropping, leading to breaches in confidentiality; and 3. Failures of the electronic equipment or video conferencing could cause delays in the session, evaluation or treatment. Although we incorporate network and software security protocols that are designed to protect the privacy and security of health information, in some instances, security protocols could fail, causing a breach of privacy of personal health information.

By accepting this Agreement and deciding to engage the Remote Platform, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that:

  1. Any diagnosis you may receive is limited and, in some cases, provisional;
  2. The Services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a health care provider;
  3. A Provider acting through the Remote Platform may not have important information that is usually obtained through a “hands-on” physical examination;
  4. The absence of a physical or in-person examination may affect the Provider’s ability to diagnose any potential condition, disease or injury;
  5. You understand that you may expect the anticipated benefits from the use of telehealth in your care, but that no results can be guaranteed or assured;
  6. You understand that the laws that protect the privacy and security of health information apply to telehealth, and you have received Halcyon’s Privacy Policy , which describes these protections in more detail;
  7. If your health insurance coverage does not include, or is not sufficient to satisfy, the fees for Services, you may be fully or partially responsible for payment; and
  8. Your Provider may determine that the Remote Platform is not appropriate for some or all of your treatment needs, and accordingly may elect not to provide health care services to you through the Remote Platform.

If you do not accept and agree to be bound by this consent to the Remote Platform, you are not authorized to access or otherwise use the Remote Platform.

Your Relationship With Halcyon.

Our Offering and Services are not a substitute for direct in-person health care services in all cases. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and your Provider. You understand that by coordinating and in certain cases consulting with a Provider through the Remote Platform, you are not entering into a provider-patient relationship with Halcyon.Use of the Services should not replace your good judgment and common sense.

By accepting this Agreement, you agree and consent to Halcyon, Halcyon’s employees, including our coaches and care coordinators (i) accessing and using your Plan, which may include health information, to render the Services; (ii) sending insurance claims to your health plan or referrals to health care providers (including facilitating your information to health care providers to obtain health plan pre-authorizations), as applicable; and (iii) sending you disclosures, notices, messages, reports, and other communications regarding our Coaching and Care Coordination Services (“Care Communications”) and (iv) processing your personal information as described in the Privacy Policy https://api.halcyonhealth.co/public/legal_documents/privacy_policy. Halcyon makes your Content into anonymous, aggregated or de-identified data by removing information that makes the data personally identifiable to you. Halcyon may use this anonymous, aggregated or de-identified data and share it with third parties for its lawful business purposes, including to analyze and improve the Offering and Services and promote its business. It is your responsibility to monitor these Care Communications. You acknowledge and agree that you will not hold Halcyon liable for any loss, injury, or claim of any kind resulting from your failure to read these Care Communications or for your failure to follow any recommendations contained in these Care Communications.

PRIVACY. Information regarding our use of health and other personal information is provided in our Halcyon Privacy Policy located at https://api.halcyonhealth.co/public/legal_documents/privacy_policy. You consent to the processing of your personal information in accordance with the Halcyon Privacy Policy.

SERVICES CONTENT. To the fullest extent permitted by law, Halcyon makes no representation or warranties about the accuracy, completeness, or suitability of the Offering or Services for any purpose. Halcyon is not liable or responsible for the accuracy, reliability, effectiveness, or correct use of information you receive through the Offering or Services or any consequences of your reliance on any advice or information received through the Offering or Services. Reliance on any information provided by Halcyon, or any employees, services providers, or affiliates of Halcyon is solely at your own risk.

USE OF THE SERVICES AND HALCYON OFFERING. The Offering and the information and content available through them are protected by copyright laws throughout the world. Subject to the Agreement, Halcyon grants you a limited license to reproduce portions of the Offering for the sole purpose of accessing and using the Services for your personal purposes.

1.2 Application License. Subject to your compliance with the Agreement, Halcyon grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an“App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

1.3 Updates. You understand that Halcyon Offering is evolving. As a result, Halcyon may require you to accept updates to the Halcyon Application installed on your computer or mobile device. You acknowledge and agree that Halcyon may update Halcyon Offering with or without notifying you. You may need to update third-party software from time to time in order to access or use the Halcyon Offering.

1.4 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Halcyon Offering or any portion of the Halcyon Offering, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or Halcyon Offering (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Halcyon’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Halcyon Offering except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Halcyon Offering in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Halcyon Offering may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Halcyon Offering. Any future release, update or other addition to the Halcyon Offering shall be subject to the Agreement. Halcyon, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Halcyon Offering terminates the licenses granted by Halcyon pursuant to the Agreement.

1.5 Halcyon Communications. By entering into this Agreement or using the Halcyon Offering or Services, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. Communications from us may include but are not limited to operational communications concerning your Account, the Services, such as Care Communications, or the use of the Halcyon Offering. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. If you wish to opt out of emails, calls, or texts, we will provide you with the means to do so. You acknowledge that you are not required to consent to receive texts or calls as a condition of accessing or using the Halcyon offering or services. However, you acknowledge that opting out of receiving all communications will impact your use of the Halcyon offering or services If You Wish To Opt Out Of Emails, Calls Or Texts, We Will Provide You With The Means To Do So.

1. REGISTRATION

1.2 Registering Your Account. In order to access certain features of the Halcyon Offering you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website or Application (“Account”).

1.2 Registration Data. In registering an account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (c) at least eighteen (18) years old; (d) of legal age to form a binding contract; and (e) not barred from using the Halcyon Offering under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to prohibit use by minors, and you will accept full responsibility for any unauthorized use of the Halcyon Offering by minors. You may not share your Account or password with anyone, and you agree to (f) notify Halcyon immediately of any unauthorized use of your Account or password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Halcyon has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Halcyon has the right to suspend or terminate your Account and refuse any and all current or future use of the Halcyon Offering or Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. Halcyon reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Halcyon Offering or Services if you have been previously removed by Halcyon, or if you have been previously banned from any of the Halcyon Offering.

1.3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Halcyon.

1.4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Halcyon Offering or Services, including but not limited to, a mobile device that is suitable to connect with and use the Application, in cases where the Services require a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Halcyon Offering and Services.

2.Responsibility For Content; Your Content

You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Halcyon Offering (collectively, “Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Halcyon, are entirely responsible for all Content that you provide to Halcyon on or through the Services, whether by direct entry, submission, email or otherwise (“Your Content”), including, but not limited to, data, questions, comments, your Plan or suggestions. Ownership.

2.1 Halcyon Offering. You agree that Halcyon and its suppliers own all rights, title and interest in the Halcyon Offering (including but not limited to, any videos, titles, computer code, themes, objects, dialogue, artwork, animations, sounds, audiovisual effects, methods of operation, chat transcripts, documentation, and software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Halcyon Offering.

2.2 Trademarks. Halcyon and all related graphics, logos, service marks and trade names used on or in connection with any Halcyon Offering or in connection with the Services are the trademarks of Halcyon or its licensors and may not be used without permission in connection with your or any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Halcyon Offering are the property of their respective owners.

2.3 Other Content. You agree that you have no right, title, or interest in or to any Content that appears on or in the Halcyon Offering.

2.4 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Halcyon through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Halcyon has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Halcyon a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Halcyon Offering and/or Halcyon’s business.

User Conduct. As a condition of use, you agree not to use the Halcyon Offering for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either take any action that: (i) infringes any other party’s rights; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) impersonates any person or entity, including any employee or representative of Halcyon; (iv) interferes with or attempt to interfere with the proper functioning of the Halcyon Offering or uses the Halcyon Offering in any way not expressly permitted by this Agreement; or (v) attempts to engage in or engage in, any potentially harmful acts that are directed against the Halcyon Offering, including but not limited to violating or attempting to violate any security features of Halcyon Offering, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Halcyon Offering, introducing viruses, worms, or similar harmful code into the Halcyon Offering, or interfering or attempting to interfere with use of the Halcyon Offering by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Halcyon Offering.

Third-party Services.

2.5 Third-Party Websites and Applications. The Halcyon Offering may contain links to third-party websites (“Third-Party Websites”)and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Halcyon Offering and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Halcyon. Halcyon is not responsible for any Third-Party Websites or Third-Party Applications. Halcyon provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or any product or service provided in connection therewith. You use all links in Third-Party Websites and Third-Party Applications at your own risk. When you leave our Website, the Terms of Use and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

2.6 App Stores. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Halcyon and not with the App Store. As between Halcyon and the App Store, Halcyon, not the App Store, is solely responsible for the Halcyon Offering, including the Application, the content thereof, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Halcyon Offering, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.

3 Fees.

3.1 Fees.

  1. Access Through Employers or Insurance Companies. Our Services may be available to you through your employer, as an employer sponsored benefit, or through your health insurance, as a health insurance policy benefit (collectively “Benefits”). If that is the case, your employer or health insurance may be paying our Services’ fees for making the Services available to you. If you lose your Benefits and want to continue to use our Services, please contact us at contact@halcyonhealth.co to provide you with alternative pricing. Otherwise, we will terminate the Services as set forth in Section 17. If you elect to access or use Services or features subject to fees, you agree to pay all applicable fees.

  2. Direct Access. We may decide to make our Services available to individuals outside the scope of Benefits, in which case, if you use our Services, you will be directly responsible for paying the fees for such Services, and agree to do so.

  3. Changes in Fees. We reserve the right to change our price lists in the future and to institute new charges going forward at any time by providing notice to you. We may provide this notice by email or by posting it in the Offering. You acknowledge that if you access or use Services subject to fees following that notification, you accept the new or increased charges.

3.2 Free Pilots. Any free pilot program that provides Registered User level access to the Services must be used within the specified time of the pilot. At the end of the pilot period, your use of that Service will expire, and any further use of the Services is prohibited unless you acquire the Services directly or through your employer or insurance plan.

3.3 Online Payments. You can purchase services and items on the Offering. To simplify the user experience on the Offering, you are able to pay for your purchases via the Offering with Halcyon serving as payment processing agent on your behalf. We use Stripe for payment services and accept credit and debit cards issued by U.S. banks. If a credit card account is being used for a transaction, Halcyon may obtain pre approval for an amount up to the amount of the payment. You represent and warrant that if you are making online payments that (a) any credit card, debit card and bank account information you supply is true, correct, and complete, (b) charges incurred by you will be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant credit card and credit card information. You can learn more about Stripe and read its privacy policy at https://stripe.com/privacy .

INDEMNIFICATION.You agree to indemnify and hold Halcyon, Halcyon Care, and each of their subsidiaries, affiliates, officers, directors, employees, agents, partners, suppliers, and licensors (each, a “Halcyon Party” and collectively, the “Halcyon Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Halcyon Offering or Service; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Halcyon reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Halcyon Parties in asserting any available defenses. This provision does not require you to indemnify any of the Halcyon Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Offering or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Halcyon Offering or Services.

DISCLAIMER OF WARRANTIES AND CONDITIONS.

3.4 As Is. You expressly understand and agree that to the extent permitted by applicable law, your use of halcyon offering and services is at your sole risk, and the halcyon offering and services are provided on an “as is” and “as available” basis, with all faults. Halcyon parties expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement arising from use of the services.

  1. Halcyon parties make no warranty, representation or condition that: (1) The halcyon offering or services will meet your requirements; (2) Your use of the halcyon offering will be uninterrupted, timely, secure or error-free; or (3) The results that may be obtained from use of the halcyon offering or services will be accurate or reliable.

  2. The content and information provided on the halcyon offering are designed for informational purposes only. Halcyon does not provide medical or mental health advice. Nothing stated or posted on the halcyon offering or available through the coaching and care coordination services is intended to be, and must not be taken to be, instructional for medical diagnosis or treatment or a substitute for professional medical advice, diagnosis, or treatment. If you rely on any content obtained through the halcyon offering, you do so at your own risk.

  3. If you decide to engage with providers through the remote platform, you will have a direct relationship with them and Halcyon is not responsible for their advice, any aspect of their treatment or payment for services they provide you

  4. The services may be subject to delays, cancellations and other disruptions. Halcyon makes no warranty, representation or condition with respect to services, including but not limited to, the timeliness, quality, effectiveness, reputation and other characteristics of services.

  5. No advice or information, whether oral or written, obtained from halcyon or through halcyon offering will create any warranty not expressly made herein.

  6. From time to time, Halcyon may offer new “Beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Halcyon’s sole discretion. The provisions of this section apply with full force to such features or tools

7 No liability for conduct of third parties. You acknowledge and agree that Halcyon parties are not liable, and you agree not to seek to hold Halcyon parties liable, for the conduct of third parties, including operators of external sites, and that the risk of economic damages from such third parties rests entirely with you.

LIMITATION OF LIABILITY.

3.2 Disclaimer of Certain Damages. You understand and agree that, to the fullest extent provided by law, in no event shall halcyon parties be liable for any loss of profits, revenue or data, indirect, incidental, special, or consequential damages, or damages or costs due to loss of production or use, business interruption, procurement of substitute goods or services, in each case whether or not halcyon has been advised of the possibility of such damages, arising out of or in connection with the agreement, on any theory of liability, resulting from: (1) The use or inability to use the halcyon offering or services; (2) The cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained or messages received for transactions entered into through the halcyon offering; (3) Unauthorized access to or alteration of your transmissions or data; (4) Statements or conduct of any third party on the halcyon offering; or (5) Any other matter related to the Halcyon offering, whether based on warranty, copyright, contract, tort (including negligence), or any other legal theory.

3.3 Cap on Liability. To the fullest extent provided by law, under no circumstances will halcyon parties be liable to you for more than the total amount paid to Halcyon by you or on your behalf (by your employer or health insurance plan) for the services provided to you during the one-month period prior to the act, omission or occurrence giving rise to such liability.

3.4 Content. Except for Halcyon’s obligations to protect your personal data as set forth in the halcyon’s privacy policy, Halcyon assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any content (including, but not limited to, your content), communications or personalization settings.

3.5 Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between halcyon and you.

Monitoring And Enforcement. Halcyon reserves the right to:(a) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any property right or other right of any person or entity, threatens the personal safety of users of the Halcyon Offering or the public, or could create liability for Halcyon; (b) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Halcyon Offering; and/or (c) terminate or suspend your access to all or part of the Halcyon Offering for any or no reason, including without limitation, any violation of this Agreement. If Halcyon becomes aware of any possible violations by you of the Agreement, Halcyon reserves the right to investigate such violations. If, as a result of the investigation, Halcyon believes that criminal activity has occurred, Halcyon reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Halcyon is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Halcyon Offering to (a) comply with applicable laws, legal process or governmental request; (b) enforce this Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Halcyon, its Registered Users or the public, and all enforcement or other government officials, as Halcyon in its sole discretion believes to be necessary or appropriate. TERM AND TERMINATION.

6 Term. The Agreement commences on the date when you accept them and will remain in full force and effect while you use the Halcyon Offering, unless terminated earlier in accordance with the Agreement.

7 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Halcyon Offering or (b) the date you accepted the Agreement and will remain in full force and effect while you use any Halcyon Offering, unless earlier terminated in accordance with the Agreement.

8 Termination of Services by Halcyon.We may terminate your access to all or any part of the Offering or Services at any time, with or without cause, including but not limited to failure of you, your health insurance plan or your employer to make timely payments for the Services. If you have materially breached any provision of the Agreement, or if Halcyon is required to do so by law (e.g., where the provision of the Website, the Application, or the Services is, or becomes, unlawful), Halcyon has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations shall be made in Halcyon’s sole discretion and that Halcyon shall not be liable to you or any third party for any termination of your Account.

9 Termination of Services by You.If you want to terminate the Services provided by Halcyon, you may do so by (a) notifying Halcyon at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to contact@halcyonhealth.co.

10 Effect of Termination. Termination of any Service includes removal of access to the Offering and such Service and bars further use of the Offering and Services. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Halcyon will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive or by the terms of the Agreement shall survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. As noted in our Privacy Policy, we may keep and maintain aggregated and de-identified data regarding our users, including your use of the Offering and Services.

11 No Subsequent Registration. If your registration(s) with or ability to access the Halcyon Offering and Services is discontinued by Halcyon due to your violation of any portion of the Agreement or for conduct otherwise inappropriate, then you agree that you shall not attempt to re-register with or access the Halcyon Offering or Services through use of a different email, username or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Halcyon Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Halcyon reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

Intended For Use In The United States.TheHalcyon Offering is controlled and offered by Halcyon from its facilities in the United States of America and is intended for use only in the United States. Halcyon makes no representations that the Halcyon Offering is appropriate or available for use in other locations. Those who access or use the Halcyon Offering or Services from other countries do so at their own volition and risk and are responsible for compliance with local law.

GENERAL PROVISIONS.

1.1 Electronic Communications. The communications between you and Halcyon may take place via electronic means, whether you visit the Halcyon Offering or send Halcyon e-mails, or whether Halcyon posts notices on the Halcyon Offering or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Halcyon and Halcyon Care in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Halcyon or Halcyon Care provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in printed, hard copy form.

1.2 Release. You hereby release Halcyon Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Halcyon Offering or Services, including but not limited to, any interactions with or conduct of Our Team or the Providers arising in connection with or as a result of the Agreement or your use of the Halcyon Offering or Services. If you are a California resident or a resident of any jurisdiction with a similar requirement, you hereby waive California Civil Code Section 1542 or any similar law, rule, or regulation, which states in substance, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Halcyon Party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Offering or any Services provided hereunder.

1.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Halcyon’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Halcyon may assign or transfer any rights or obligations under this Agreement without your prior written consent as part of a corporate reorganization, or upon a change of control, consolidation, merger, or sale of all or substantially all of its business or assets.

1.4 Force Majeure. Halcyon shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, pandemic, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Halcyon Offering or Services, please contact us at: contact@halcyonhealth.co. We will do our best to address your concerns in a timely manner. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

6 Exclusive Venue. Both you and Halcyon agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.

7 Governing Law and Jurisdiction. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

8 Notice. Where Halcyon requires that you provide an e-mail address, you are responsible for providing Halcyon with your most current e-mail address. In the event that the last e-mail address you provided to Halcyon is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Halcyon’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Halcyon at the following address: contact@halcyonhealth.co. Such notice shall be deemed given when received by Halcyon by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

9 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect to the maximum extent permitted by the law.

11 Export Control. You may not use, export, import, or transfer the Halcyon Offering except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Halcyon Application, and any other applicable laws. In particular, but without limitation, the Halcyon Offering may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Halcyon Offering, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Halcyon Offering for any purpose prohibited by U.S. law, including but not limited to unlawfully obtaining prescriptions. You acknowledge and agree that products, services or technology provided by Halcyon are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Halcyon products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

12 Accessing and Downloading the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

  1. You acknowledge and agree that (i) the Agreement is concluded between you and Halcyon only, and not Apple, and (ii) Halcyon, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

  2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

  3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Halcyon and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Halcyon.

  4. You and Halcyon acknowledge that, as between Halcyon and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

  5. You and Halcyon acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Halcyon and Apple, Halcyon, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.

  6. You and Halcyon acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

  7. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.**13 ~Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

14 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.