User Agreement

Please read this EXTRA HEALTH User Agreement (this “Agreement”) carefully. This Agreement sets forth a legal agreement between you (“you” or “your”) and EXTRA HEALTH LLC., its subsidiaries, and affiliates (collectively, “EXTRA HEALTH”, “we”, “us” or “our”) regarding your use of the websites, mobile application (the “Application”), technology platform, and other services (collectively, the “Services”) offered, operated, or made available by EXTRA HEALTH. This Agreement applies when you access, interact with, sign up for, or use any of the Services and is binding as of the first date you access, use, interact with, or sign up for or use any of the Services. Other aspects of the Services may be covered by other terms, conditions, and agreements with EXTRA HEALTH or third parties such as financial institutions.

EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 17 BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

If you have any questions regarding this Agreement or your access to or use of the Services, please email us at info@extrahealthcare.com.

1. AGREEMENT TO TERMS

(a) BY CLICKING “AGREE”, “ACCEPT”, OR SIMILAR AND COMPLETING THE REGISTRATION PROCESS, OR BY USING OR ACCESSING THE SERVICES, YOU AGREE TO THIS AGREEMENT, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12 BELOW. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING OR USING THE SERVICES AND YOU MUST DISCONTINUE ACCESS OR USE IMMEDIATELY.

(b) BECAUSE EXTRA HEALTH PROVIDES A RANGE OF SERVICES, WE MAY ASK YOU TO REVIEW AND ACCEPT SUPPLEMENTAL TERMS THAT APPLY TO YOUR INTERACTION WITH OR USE OF A SPECIFIC SERVICE, AND THOSE SUPPLEMENTAL TERMS BECOME PART OF THIS AGREEMENT IF YOU USE THOSE SERVICES. IF THERE IS A CONFLICT OR INCONSISTENCY BETWEEN THIS AGREEMENT AND THE ADDITIONAL TERMS, THE ADDITIONAL TERMS WILL CONTROL SOLELY FOR THE APPLICABLE SERVICE.

2. PRIVACY AND DATA PROCESSING

For information about how we collect, use, share, and otherwise process information about you, please read our Privacy Policy carefully. For us to provide the Services, we may process, transfer, and store information about you in accordance with our Privacy Policy in the United States and other countries, where you may not have the same rights and protections as you do under local law.

3. ELIGIBILITY

You must be at least eighteen (18) years of age to use the Services. If you are accessing or using the Services on behalf of a company or other legal entity, you represent being authorized to accept and bind that company or legal entity to this Agreement. By agreeing to this Agreement, you represent and warrant to us: (i) that you are at least eighteen (18) years old; (ii) that you have not previously been suspended, removed, or deactivated from the Services; (iii) that you are a legal resident of the United States; and (iv) that your registration and your use of the Services complies with any and all applicable laws and regulations.

4. USER ACCOUNTS

(a) Account Registration. To access the Services, you must create a EXTRA HEALTH user account (“Account”). This process will include, but is not limited to, the creation of a Login ID and password to access the Services. You agree that the information you provide to EXTRA HEALTH upon signing up for an Account and at all other times (“User Information”) will be true, accurate, current, and complete information and that you will promptly update this information if it changes. You further represent that you are the legal owner of and that you are authorized to provide EXTRA HEALTH with all the User Information you provide in connection with the Services. We reserve the right to remove, reclaim, or change a Login ID you select if we determine, in our sole discretion, that such Login ID violates a third-party trademark right or is inappropriate, obscene, or otherwise objectionable.

(b) Account Security. You must create a password for your Account. You must maintain the security of your Account and you will promptly notify us if you believe or have reason to believe that any of your User Information, including, without limitation, your Login ID or password, has been compromised, or that another person is accessing your Account through some other means. You will not disclose your Login ID or password to anyone else, and you will be solely responsible for any activities or actions taken under your Account, whether or not authorized by you. We are not liable for any loss or damage from your failure to comply with these requirements.

(c) Identity Verification. In order to use certain Services, EXTRA HEALTH may be required to verify your identity. You hereby authorize EXTRA HEALTH, directly or through our third-party vendor, to make any inquiries we consider necessary to validate your identity or authenticate your identity or User Information. This may include, but is not limited to, asking you for further information or documentation about your identity or requiring you to take steps to confirm ownership of your email address, wireless or cellular telephone number, or financial instruments, and verifying your information against third-party databases or through other sources. If you do not respond to such inquiries or if we cannot verify your identity, we reserve the right to refuse your use of the Services.

(d) Limits. You may not create more than one (1) Account.

(e) Free trials. If you are provided access to the Services or to features or functionality of the Services free of charge, for evaluation, trial, proof of concept, or similar purposes (an “Evaluation Service”), you must use the Evaluation Service appropriately in good faith for its intended purpose. Your use of the Evaluation Service is only permitted until the earlier of (a) the expiration of the period of time specified at the time you registered for the Evaluation Service, or (b) the start date of your paid subscription (unless we specify otherwise). Use of the Evaluation Service with production data is at your own risk. Unless we agree, you will not have access to the Evaluation Service or to any User Data (as defined below) in the Evaluation Service after your authorized use period ends. The Evaluation Service is provided “AS IS” without indemnification, support, or warranty of any kind, express or implied. Our aggregate liability (excluding indirect damages, for which we expressly disclaim all liability) for any claim arising from your use of the Evaluation Service will not exceed $100 USD (or the equivalent in local currency).

5. TECHNOLOGY REQUIREMENTS AND UPDATES

(a) Minimum Requirements. To access and use the Application and the Services, you must have a mobile device with access to the Internet running Apple iOS or Android operating system. You must also have a valid email address and sufficient storage space to install any required mobile application. The Application is available on the Apple App Store (for Apple devices) and Google Play Store (for Android devices).

(b) Updates. From time to time, EXTRA HEALTH may automatically check the version of the Application installed on any device through which you access the Application (the “Authorized Device”) and, if applicable, provide updates for the Application (“Updates”). Updates may contain, without limitation, bug fixes, patches, enhanced functionality, plug-ins, and new versions of the Application. By installing the Application, you authorize the automatic download and installation of Updates and agree to download and install Updates manually if necessary. Your use of the Application and Updates will be governed by this Agreement (as amended by any terms and conditions that may be provided with Updates). EXTRA HEALTH reserves the right to temporarily disable or permanently discontinue any and all functionality of the Application at any time without notice and with no liability to you.

6. USE OF THE SERVICES

(a) Compliance With Law. You agree to use the Services only for lawful purposes. You are prohibited from any use of the Services that would constitute a violation of any applicable law, regulation, rule, or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. You also agree to comply with all applicable laws and regulations governing the downloading, installation, or use of the Application, including, without limitation, any usage rules set forth in the online application store terms of service.

(b) Unauthorized Use of the Services. Any unauthorized use of the Services, including, but not limited to, unauthorized entry into EXTRA HEALTH’s systems, misuse of passwords, or misuse of any information posted through the Services is strictly prohibited. EXTRA HEALTH makes no claims concerning whether use of the Services is appropriate outside of the United States. If you access the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

(c) Restrictions on Use. You will not (i) reverse engineer, disassemble, decompile, decipher, or discover the source code for the Services or software making up the Application and Services (or attempt any of the foregoing); (ii) navigate or search the Services with any tool, software, agent, engine, or other means (including, but not limited to, bots, avatars, intelligent agents, or spiders); (iii) use a means other than EXTRA HEALTH’s provided interface to access the Application or the Services; (iv) use the Services in a way that could impair, interrupt, overburden, damage, or disable any portion of the Services; or (v) mirror any material contained on the Services.

(d) EXTRA HEALTH Rights. EXTRA HEALTH reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by laws or regulations, and EXTRA HEALTH also reserves the right to take action to protect EXTRA HEALTH, other users, and other third parties from any liability, fees, fines, or penalties. We may, but are not obligated to, take actions including, but not limited to: (a) updating information you have provided to us so that it is accurate; (b) limiting or completely closing your access to the Services; (c) suspending or terminating your ability to use the Services on an ongoing basis; (d) taking legal action against you; and (e) holding you liable for the amount of EXTRA HEALTH’s damages caused by your violation of this Agreement.

7. PROHIBITED CONDUCT

You will not access or use the Services for any purpose other than that for which we make the Services available without our consent.

IN USING THE SERVICES, YOU WILL NOT:

• ● breach this Agreement or any other agreement between you and EXTRA HEALTH or violate any EXTRA HEALTH policy;
• ● access or use the Services for any illegal purpose or in a manner inconsistent with or in violation of any applicable laws, statutes, ordinances, or regulations;
• ● engage in, encourage, or promote any activity that violates this Agreement;
• ● attempt to gain unauthorized access to any other user’s Account;
• ● modify, attempt to modify, or in any way tamper with, circumvent, disable, damage, or otherwise interfere with the Services;
• ● access or use the Services in a way that may infringe upon the intellectual property or other rights of any third party, including, without limitation, trademark, copyright, privacy, or publicity rights;
• ● provide false, inaccurate, or misleading information;
• ● modify, adapt, translate, or create derivative works based upon the Services or any part thereof;
• ● copy, distribute, transfer, sell, lease, rent, or license all or part of the Services;
• ● transfer the Application to, or use the Application on, a device other than the Authorized Device;
• ● intentionally interfere with or damage the operation of the Services or any user’s enjoyment of it by any means, including, but not limited to, uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
• ● take any action to circumvent, compromise, or defeat any content-filtering or security measures implemented in the Services;
• ● use the Services to access, copy, transfer, retransmit, or transcode information, EXTRA HEALTH Content (as defined in Section 8), Marks, names, designs, or any other content in violation of any law or third-party rights;
• ● remove, obscure, or alter EXTRA HEALTH’s (or any third party’s) copyright notices, trademarks, or other proprietary rights notices affixed to, contained within, or accessed through the Services; or
• ● disparage, tarnish, or otherwise harm, in our opinion, us, or the Services.

8. INTELLECTUAL PROPERTY RIGHTS

(a) Our Intellectual Property. Unless otherwise indicated, the Services are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Services (collectively, the “EXTRA HEALTH Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The EXTRA HEALTH Content and the Marks are provided on the Services “AS IS” for your information and personal use only. Except as expressly provided in this Agreement, no part of the Services and no EXTRA HEALTH Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use the Services and subject to your compliance with this Agreement, you are granted a limited, non-exclusive, non-transferable, fully revocable license to access and use the Services. Use of any additional products or services offered through the Services that are subject to special registration, restricted access, or payment is further subject to other terms and conditions specified by EXTRA HEALTH for the use of such other EXTRA HEALTH products or services. You agree to use the Services and the EXTRA HEALTH Content to which you have properly gained access solely for personal, non-commercial purposes. We reserve all rights not expressly granted to you in and to the Services, EXTRA HEALTH Content, and the Marks, and no rights are granted to you by implication, estoppel, waiver, or otherwise.

(b) User Data. The Services may allow you to create, post, store and share data (e.g., data you upload or is uploaded on your behalf to the Services) and other content, including messages, text, and other materials (collectively, “User Data”). Except for the license you grant below, you retain all rights, including intellectual property rights, in and to your User Data, as between you and EXTRA HEALTH. You hereby grant EXTRA HEALTH a non-exclusive, worldwide, royalty-free, fully-paid, and sublicensable license to use, copy, store, transmit, modify, adapt, publish, create derivative works from, distribute, publicly perform and display your User Data solely to the extent necessary to provide you with the Services under this Agreement or as otherwise permitted under this Agreement or as set forth in our Privacy Policy. You may not upload, create, post, store, or share any User Data that violates this Agreement or for which you do not have all the rights necessary to grant us the license described above. You will ensure that your User Data is compliant with this Agreement and applicable law. You are solely responsible for the accuracy, content, and legality of all your User Data. You represent and warrant to EXTRA HEALTH that your User Data, and our use of such data as permitted by this Agreement, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Data, we may delete or remove User Data at any time and for any reason with or without notice.

(c) Aggregate Data. You hereby grant EXTRA HEALTH a non-exclusive, irrevocable, perpetual and non-terminable, royalty-free, worldwide, and sublicensable license to use User Data in order to generate, create and use any statistical and other information and data transmitted, derived, or gathered in connection with the Services or your use of the Services, to create an anonymized version or versions of such information and data (the “Aggregate Data”) and to disclose and otherwise use the Aggregate Data for any purpose, including data and market analysis and aggregation, general reporting, and monitoring and optimization of the Services. EXTRA HEALTH owns all rights, title, and interest, including all intellectual property rights, in and to the Aggregate Data and has no obligation to provide you with any access to Aggregate Data.

(d) Feedback. You acknowledge and agree that any feedback, questions, comments, suggestions, ideas, or other information regarding the Services (“Feedback”) provided by you to us is non-confidential and will become our sole property. You hereby assign to us all of your rights in and to such Feedback, such that we own exclusive rights, including, but not limited to, all intellectual property rights, and are entitled to the unrestricted use and dissemination of this Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Feedback, and you hereby warrant that any such Feedback is original to you or that you have the right to submit such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any intellectual property or proprietary right in any Feedback.

9. THIRD-PARTY SERVICES

We may provide information about third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. You agree that any such Third-Party Content is provided for information, education, and entertainment purposes only, and does not constitute legal, financial, tax planning, medical, or other advice from EXTRA HEALTH. EXTRA HEALTH does not control or endorse, and makes no representations or warranties regarding any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk and EXTRA HEALTH is not liable with respect to or for your use of any Third-Party Content. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties. EXTRA HEALTH is not responsible or liable for any decisions or actions you take or authorize third parties to take on your behalf based on information, including any Third-Party Content, you receive as a user of the Services.

10. FEES, TAXES, AND PAYMENT

(a) Fees. The applicable fees for the Services you purchase are set forth on the pricing page presented or provided to you by EXTRA HEALTH at the time you sign-up for the Service.

(b) Taxes. All amounts payable under this Agreement are exclusive of sales and use taxes, value-added taxes, and all other taxes and duties (except for any taxes on EXTRA HEALTH’S net income, which will be paid by EXTRA HEALTH), the costs of which such taxes and duties will be invoiced by EXTRA HEALTH and paid by you in accordance with Section 10(c). If you are required by applicable law to pay such taxes, you will be responsible for paying all such taxes.

(c) Payments. You will pay all fees owed to EXTRA HEALTH in accordance with the initial Member Agreement signed, as may be amended from time to time in EXTRA HEALTH’s sole discretion. By entering your payment information to pay EXTRA HEALTH you authorize us to charge the amount owed to EXTRA HEALTH to your payment instrument on file. EXTRA HEALTH will make reasonable efforts to notify you if we are unable to charge your payment instrument, but you are responsible for paying all amounts owed. Failure to make timely payment could result in you losing access to the Services pursuant to Section 10(e) below. You acknowledge and understand that third-party payment processors may require you to agree to additional terms and conditions from those payment processors to make payments to EXTRA HEALTH. Past due balances may be subject to interest equal to or lower of one and one-half percent (1½%) per month or the maximum rate allowed by law. Except as otherwise expressly provided in this Agreement, you shall not be entitled by reason of any set-off, counter-claim, or other similar deduction to withhold payment of any amount due to EXTRA HEALTH. You will be liable to EXTRA HEALTH for all reasonable costs of third-party collection activity, including attorneys’ fees, resulting from your past due Account.

(d) Automatic Renewal; Cancellation. The term for Services offered on a subscription basis will be as set forth on the initial Member Agreement signed (“Subscription Term”). Unless otherwise specified, the subscription will automatically renew unless you cancel the subscription prior to the renewal date. EXTRA HEALTH may change the fees once per calendar year by posting updated pricing on the Fees Page. If you do not agree to the price changes, you must stop using the Services and cancel your subscription by the method described in the supplemental terms for the applicable Services. If you do not cancel in accordance with this Agreement, your subscription for the Services will automatically renew at the then-current price and for the same duration as the initial Subscription Term, and EXTRA HEALTH will charge your on-file payment method on the first day of the renewal of the Subscription Term.

(e) Suspension for Non-Payment. In addition to seeking additional remedies, EXTRA HEALTH may elect to suspend your access to the Services if you fail to make payment of fees to EXTRA HEALTH when due, until such fees due are paid in full.

11. TERM AND TERMINATION

(a) Term. This Agreement is effective beginning when you accept the Agreement or first download, install, access, or use the Services, and ends when terminated as described further below.

(b) Termination by Us. Without limiting other remedies, EXTRA HEALTH has the right to immediately terminate or suspend your access to or use of the Services and remove, subject to any regulatory retention requirements, any material from the Services or our servers, in the event that you breach this Agreement. Notwithstanding the foregoing, we also reserve the right to terminate, limit, or suspend your access to or use of all or portions of the Services at any time and for any reason or no reason, including, but not limited to: (i) where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of EXTRA HEALTH or any third party; or (ii) in connection with any general discontinuation of the Services. We also reserve the right to modify the Services at any time without notice to you. We will have no liability whatsoever on account of any change to the Services or any suspension or revocation of your access to or use of the Services.

(c) Termination by You. You may terminate this Agreement and your rights to the Services at any time by permanently deleting your Account on the Services, whereupon (and without notice from EXTRA HEALTH) any rights granted to you herein will automatically terminate. If you fail to comply with any provision of this Agreement, any rights granted to you herein will automatically terminate. In the event of such termination, you must immediately delete the Application from the Authorized Device.

(d) Effect of Termination. Upon termination of this Agreement, you understand and acknowledge that we will have no further obligation to provide or allow access to your Account or the Services. Upon termination, all licenses and other rights granted to you by this Agreement will immediately cease. EXTRA HEALTH is not liable to you or any third party for termination of the Services or termination of your use of the Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION THAT YOU HAVE SUBMITTED, UPLOADED, OR OTHERWISE MADE AVAILABLE ON, TO, OR THROUGH THE SERVICES OR THAT IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, except as may be required by applicable law or as provided in our Privacy Policy, EXTRA HEALTH will have no obligation to store, maintain, delete, or destroy, any information stored in our database or to forward any information to you or any third party. If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Account, we reserve the right to take appropriate legal action, including, without limitation, pursuing civil, criminal, and injunctive redress.

(e) Survival. In the event of termination of this Agreement or the Services, the terms in this Agreement in the following sections will survive: 6(c) and (d) (Use of the Services); 8 (Intellectual Property Rights); 10(d) (Effect of Termination); 13 (Disclaimer of Warranties); 14 (Limitations of Liability; Waiver); 15 (Release); 1615 (Indemnification); 17 (Arbitration, Class-Action Waiver, and Jury Waiver); 18 (Time Limitation on Claims); 19 (Governing Law; Exclusive Venue); and 22 (Miscellaneous).

12. MODIFICATION OF THIS AGREEMENT

We reserve the right, in our sole discretion, to change, modify, augment, limit, suspend, discontinue, or terminate any or all of the Services at any time or for any reason without advanced notice. All modifications and additions to the Services will be governed by this Agreement, unless otherwise expressly stated by EXTRA HEALTH in writing. However, we have no obligation to update any information on the Services. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services. EXTRA HEALTH may, from time to time, modify this Agreement. Please check this Agreement periodically for changes. Your continued use of the Services after the changes become effective constitutes your binding acceptance of such changes. In the event that a change to this Agreement materially modifies your rights or obligations, we will make an effort to notify you of the change, such as by sending you an email to the address we have on file for you or presenting a pop-up window or other notification to you through the Services when you log in. We may require that you accept the modified Agreement to continue to use the Services. Immaterial modifications are effective upon publication, and material changes will be effective upon the earlier of (i) continued use of the Services with actual knowledge of the modification; or (ii) thirty (30) days following the change. For the avoidance of doubt, disputes arising under this Agreement will be resolved in accordance with the version of the Agreement in effect at the time the dispute arose. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of the then-current version of this Agreement.

13. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (i) THE SERVICES, (ii) THE EXTRA HEALTH CONTENT, OR (iii) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICES. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE AND LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES OR ANY THIRD-PARTY CONTENT. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ARE RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS, RELIABILITY, AND USEFULNESS OF ANY INFORMATION PROVIDED THROUGH THE SERVICES OR THEIR ABILITY TO MEET YOUR REQUIREMENTS. WHILE EXTRA HEALTH IS PROVIDING THE SERVICES TO ASSIST YOU WITH VARIOUS FUNCTIONS, THE SERVICES DO NOT REPLACE YOUR OBLIGATION TO EXERCISE YOUR INDEPENDENT JUDGMENT IN USING THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR CORRECTLY INPUTTING YOUR INFORMATION INTO THE SERVICES AND FOR VERIFYING ALL OUTPUTS RESULTING FROM YOUR USE OF THE SERVICES. OTHER THAN EXPRESSLY PROVIDED IN THIS AGREEMENT, EXTRA HEALTH DOES NOT WARRANT ANY PARTICULAR RESULTS THAT YOU MAY OBTAIN IN USING THE SERVICES. EXTRA HEALTH WILL NOT BE RESPONSIBLE FOR ANY DETRIMENTAL RELIANCE THAT YOU MAY PLACE UPON THE SERVICES OR ITS CONTENT.

WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE PROVIDED ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR MALICIOUS CODE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY INSTRUCTIONS, ON THE SERVICES ARE ACCURATE, COMPLETE, OR USEFUL. FURTHER, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THIS AGREEMENT.

YOUR ACCESS TO AND USE OF CERTAIN SERVICES UNDER THIS AGREEMENT IS FOR EDUCATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE, OFFER OR RENDER LEGAL OR FINANCIAL PLANNING ADVICE. BEFORE MAKING FINANCIAL DECISIONS, EXTRA HEALTH RECOMMENDS THAT YOU CONTACT A FINANCIAL, TAX, OR LEGAL PROFESSIONAL. YOU AGREE THAT THE SERVICES ARE ONLY A TOOL YOU MAY ACCESS AS PART OF YOUR COMPREHENSIVE FINANCIAL PROCESS, AND YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES AS THE PRIMARY BASIS FOR YOUR FINANCIAL DECISIONS. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, EXTRA HEALTH IS NOT LIABLE FOR YOUR FINANCIAL DECISIONS OR ANY DECISIONS OR ACTIONS YOU TAKE OR AUTHORIZE THIRD PARTIES TO TAKE ON YOUR BEHALF BASED ON YOUR ACCESS TO, USE OF, OR INFORMATION OBTAINED FROM THE SERVICES.

14. LIMITATIONS OF LIABILITY; WAIVER

(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXTRA HEALTH, ITS SUBSIDIARIES, AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, PARTNERS, AND EMPLOYEES (INDIVIDUALLY AND COLLECTIVELY, THE “EXTRA HEALTH PARTIES”) WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF EXTRA HEALTH OR THE OTHER EXTRA HEALTH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) THE TOTAL LIABILITY OF EXTRA HEALTH AND THE OTHER EXTRA HEALTH PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO USE THE SERVICES.

(c) THE LIMITATIONS SET FORTH IN THIS SECTION 14 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF EXTRA HEALTH OR THE OTHER EXTRA HEALTH PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

15. RELEASE

To the fullest extent permitted by applicable law, you release EXTRA HEALTH and the other EXTRA HEALTH Parties from responsibility, liability, claims, demands, or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

16. INDEMNIFICATION

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless the EXTRA HEALTH Parties from and against any claims, losses, liabilities, demands, damages, expenses, or costs (“Claims”) arising out of or related to (i) your access to or use of the Services; (ii) your violation of this Agreement; (iii) your violation, misappropriation, or infringement of any rights of another, including, but not limited to, intellectual property rights or privacy rights; (iv) any disputes or issues between you and any third party; or (v) your conduct in connection with the Services. You will promptly notify EXTRA HEALTH Parties of any third-party Claims, cooperate with EXTRA HEALTH Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims, including, but not limited to, attorneys’ fees. You also agree that the EXTRA HEALTH Parties will have control of the defense or settlement, at EXTRA HEALTH’s sole option, of any third-party Claims. You agree not to settle any matter without the prior written consent of EXTRA HEALTH. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and EXTRA HEALTH or the other EXTRA HEALTH Parties.

17. ARBITRATION, CLASS-ACTION WAIVER, AND JURY WAIVER

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND EXTRA HEALTH LLC. TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

(a) Applicability of Arbitration Agreement. You and EXTRA HEALTH LLC. agree that all claims and disputes, whether contract, tort, or otherwise and including, without limitation, all statutory claims and disputes, arising out of or relating to these this Agreement or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and EXTRA HEALTH LLC. are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To be clear: The phrase “all claims and disputes” also includes claims and disputes that arose between you and us before the effective date of this Agreement.

(b) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (the “AAA”) and will be governed by the AAA Consumer Arbitration Rules. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement.

(c) Waiver of Jury Trial. YOU AND EXTRA HEALTH LLC. WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and EXTRA HEALTH LLC. are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and EXTRA HEALTH LLC. over whether to vacate or enforce an arbitration award, YOU AND EXTRA HEALTH LLC. WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by an arbitrator (or a judge in the limited case where equitable relief is sought or the waiver in Section 19(d) below fails).

(d) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration. Instead, all claims and disputes will be resolved in a court as set forth in Section 21.

(e) Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived in writing by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

(f) Opt-out. You may opt-out of this arbitration agreement. If you do so, neither you nor EXTRA HEALTH LLC. can force the other party to arbitrate. To opt-out, you must notify us in writing no later than thirty (30) days after first becoming bound by this Agreement. Your notice must include your name and address, your Login ID, and the email address you used to set up your Account, and an unequivocal statement that you want to opt-out of this arbitration agreement. You must mail your opt-out notice to this address: EXTRA HEALTH LLC., 8601 NW 27 ST, Miami FL 33122

(g) Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with us.

(h) Severability. If any portion of this arbitration agreement in this Section 19 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this arbitration agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this arbitration agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this arbitration agreement; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Additionally, if any part of this arbitration agreement is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this arbitration agreement will be enforceable.

18. TIME LIMITATION ON CLAIMS

You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose. Otherwise, your claim is permanently barred.

19. GOVERNING LAW; VENUE

This Agreement and your use of the Services are governed exclusively by and construed in accordance with the laws of the State of Florida, County of Miami-Dade without regard to its conflict of law principles that would result in the application of the laws of any other jurisdiction. To the extent that this Agreement allows you or us to initiate litigation in a court, you agree that all claims and disputes, whether in contract, tort, or otherwise and including, without limitation, statutory claims and disputes, arising out of or relating to this Agreement or use of the Services will be litigated exclusively in the federal or state courts of Miami Florida. You expressly consent to the personal jurisdiction of such courts.

20. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and through the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. To the extent not prohibited by applicable law, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

You agree that EXTRA HEALTH or it’s service providers may send transactional text or SMS messages (including important Account notices, such as Account security notices) to the phone number you used to register your Account or any phone number you provide to us in updating that information. You can cancel the SMS service at any time by texting “STOP” to the short code. 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. If you want to join again, use your Account to sign up for SMS messages, and we will send SMS messages to you again. If you are experiencing issues with the messaging program you can reply with the keyword “HELP” for more assistance, or you can get help directly at info@extrahealthcare.com. We are not liable for delayed or undelivered messages, and 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.

21. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

22. ADDITIONAL TERMS APPLICABLE TO MOBILE DEVICES

The following terms apply if you install, access, or use the Services on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).

• ● Acknowledgment. You acknowledge that this Agreement is concluded solely between you and us, and not with Apple, and EXTRA HEALTH, not Apple, is solely responsible for the iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the iOS App, and in the event of any conflict, the Usage Rules in the App Store will govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.
• ● Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
• ● Maintenance and Support. You and EXTRA HEALTH acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.
• ● Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of EXTRA HEALTH. However, you understand and agree that in accordance with this Agreement, EXTRA HEALTH has disclaimed all warranties of any kind with respect to the iOS App, and therefore, there are no warranties applicable to the iOS App.
• ● Product Claims. You and EXTRA HEALTH acknowledge that as between Apple and EXTRA HEALTH, EXTRA HEALTH, not Apple, is responsible for addressing any claims relating to the iOS App or your possession or use of the iOS App, including, but not limited to, (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
• ● Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, EXTRA HEALTH, and not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required under this Agreement.
• ● Legal Compliance. 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.
• ● Developer Name and Address. Any questions, complaints, or claims with respect to the iOS App should be directed to:

• ● Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using the Services.
• ● Third-Party Beneficiary. The parties acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement as it relates to the iOS App, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. The following terms apply if you install, access, or use the Services on any device that contains the Android mobile operating system (the “Android App”) developed by Google, Inc. (“Google”):
• ● Acknowledgement. You acknowledge that this Agreement is concluded solely between you and us, and not with Google. You further acknowledge that your usage of the Android App must comply with Google’s then-current Android Market Terms of Service.
• ● Obligations and Liabilities. Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for the Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to the Android App or this Agreement.
• ● Third-Party Beneficiary. The parties acknowledge and agree that Google and Google’s subsidiaries are third-party beneficiaries of this Agreement as it relates to our Android App, and that upon your acceptance of this Agreement, Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

23. GENERAL TERMS

This Agreement and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We will not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of this Agreement or use of the Services. You agree that this Agreement will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

24. CONTACT US

To resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: