These Terms and Use (these “Terms”) are a binding legal agreement between the individual user of the Apaly Platform (“you,” or “your”) and Apaly Health Inc. (“Apaly”) and are effective as of the date and time you click “CONTINUE” on the Platform. Capitalized terms used herein without definition shall have the meanings assigned to them in Section 3.

1. Introduction.

• Binding Agreement. By accepting these Terms, you confirm that you agree to be bound by the Terms. If you do not agree to the Terms, you must not access or use the Platform. If you are using the Platform on behalf of your employer, your employer is subject to a separate Platform Access Agreement (“PAA”) and you must also abide by the terms of the PAA. If there is a conflict between the terms of the PAA and these Terms, the PAA will govern. Ask your employer for more information.

• Changes to Terms. Apaly may make changes to these Terms from time to time. If Apaly makes changes, it will update the date at the top of these Terms. Please review them carefully from time to time. Unless we tell you otherwise, the amended Terms will be effective immediately. Your continued access to and use of the Platform will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Platform.

• Changes to Other Terms. Apaly or a third-party, as applicable, may make changes to the Other Terms from time to time in accordance with those Other Terms. If you do not agree to the amended Other Terms, you must stop accessing and using the Platform.

• Your use of the Platform includes your acceptance of this Agreement as well as the Apaly Terms of Service Agreement and the Apaly Health SMS Terms of Service Agreement.

2. IMPORTANT NOTICES.

• NO MEDICAL SERVICES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL 911. THE PLATFORM IS NOT INTENDED TO DIAGNOSE, TREAT OR PREVENT ILLNESS OR AILMENTS. THE CONTENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR RECOMMENDATIONS OF ANY KIND. YOU SHOULD ALWAYS SEEK THE ADVICE OF QUALIFIED HEALTHCARE PROFESSIONALS WITH ANY QUESTIONS OR CONCERNS REGARDING YOUR NEEDS AND ANY MEDICAL CONDITIONS. APALY DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, PHYSICIAN GROUPS, PRODUCTS, PROCEDURES, DIAGNOSIS, OPINIONS OR OTHER INFORMATION THAT MAY BE INCLUDED ON THE PLATFORM. RELIANCE ON ANY CONTENT APPEARING ON THE PLATFORM, WHETHER PROVIDED BY APALY, ITS LICENSORS, OTHER COMPANIES, OR OTHER USERS, IS SOLELY AT YOUR OWN RISK.

• ARBITRATION AND LIMITATION OF LIABILITY. THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND APALY CAN BE BROUGHT, INCLUDING THE ARBITRATION SECTION BELOW, AND TERMS RELATED TO LIMITATION OF LIABILITY. PLEASE REVIEW THESE SECTIONS CAREFULLY, AS THEY REQUIRE YOU TO RESOLVE ALL DISPUTES WITH APALY ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING INTO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS.

• AGE OF MAJORITY. The Platform is intended for persons aged eighteen (18) and older. If you are under eighteen years old, you may not use the Platform.

3. Definitions.

• “Apaly Content” means collectively, text, copy, audio, video, and/or photographs made available by Apaly on the Platform.

• “Content” means, collectively, Apaly Content, User Content, and Third-Party Content.

• “Other Terms” means, collectively, the PAA, the Privacy Policy, and Third-Party Terms.

• “Personal Information” is a subset of User Information that identifies or could reasonably be used to identify a User.

• “Platform IP” means any and all trademark, copyright, patent, trade secret, and/or other intellectual property rights in the Platform and includes, without limitation, the Apaly Content and Apaly names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights of Apaly or its licensors (“Apaly Marks”).

• “Privacy Policy” means Apaly’s privacy policy available online and on the Platform, which applies to the collection, use, and sharing of Personal Information. Privacy Policy

• “Solution(s)” means a program or offering made available on the Platform.

• “Third-Party Content” means textual, audio, and/or visual content and information, and any other materials submitted by any party that is a User or Apaly.

• “Third-Party Services” means, collectively, any third-party websites, services, links and/or Solutions made available on the Platform.

• “Third-Party Terms” means, collectively, any terms and conditions applicable to the access or use of any Third-Party Service.

• “User” means any individual that is accessing and using the Platform. You are a “User.”

• “User Content” means textual, audio, and/or visual content and information, and any other materials submitted by a User.

• “User Information” means any information a User provides, publishes or posts to or through the Platform (including any profile information it includes in an Account) or sends to other Users through the Platform. “User Information” includes Personal Information.

4. Other Terms.

• Third-Party Terms. To activate or participate in a Solution on the Platform or to receive services through a Solution, you may be required to agree to Third-Party Terms. Apaly is not a party to the Third-Party Terms and is not responsible or liable for any acts or omissions of you, any other User, or any third-party entering into Third-Party Terms.

• Privacy Policy. You acknowledge that Apaly may collect, use, and disclose your Personal Information consistent with its Privacy Policy. If you do not accept the Privacy Policy, you may not access or use the Platform. The PAA and certain laws such as HIPAA may limit Apaly’s ability to use or share Personal Information of certain Users.

• Your employer, insurance company, healthcare provider, or other entity from whom you receive access to Apaly may have entered into a Platform Access Agreement (“PAA”) with Apaly. If so, they may have additional requirements for you before you can access or use the Platform. If their requirements conflict with these Terms, you must follow their requirements.

• Intake Assistance. You acknowledge that accepting this Agreement also constitutes your request to interact and communicate with a non-licensed individual lay person (“Intake Coordinator”) to gather your medical history through various means and forward this information on your behalf to the provider that you have selected on the Platform.  This Intake Person is not licensed to provide healthcare services in any state or jurisdiction and is only acting in the capacity as your personal assistant at your request to help you in this capacity.    

5. Access and Use of the Platform.

• Use of the Platform and Restrictions.

1. Use of the Platform. Subject to these Terms and your agreement to any applicable Other Terms, Apaly hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term, to use the Platform solely for the purpose of participating in Solutions. Apaly reserves all rights not expressly granted in these Terms.

1. Restricted Activities. You shall not and shall not permit any third-party to:
   • impersonate any person or entity;
   • violate any law, statute, rule, permit, ordinance or regulation;
   • interfere with or disrupt the Platform or the servers or networks connected to the Platform;
   • post User Information or User Content or interact on the Platform in a manner that is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
   • use the Platform or Platform IP in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
   • post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data, or Content;
   • copy, modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Platform or Platform IP or any software used on or for the Platform;
   • rent, lease, lend, sell, resell, transfer, redistribute, license or sublicense the Platform or Platform IP or access to any portion of the Platform or Platform IP;
   • use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, the Platform IP, or any Content;
   • disclose any Content obtained from or through the Platform or Platform IP to any other person or party except in connection with the authorized use of the Platform;
   • otherwise use the Platform, Platform IP, or any Content in a manner inconsistent with these Terms; and/or
   • cause any third party to engage in the restricted activities above.

• Users and Accounts

1. Accounts. To use the Platform, you may be required to register for and maintain an active personal user account (“Account”). You are responsible for all activity that occurs under your Account, and you must maintain the security and secrecy of your Account username and password. If you believe that anyone has obtained improper access to your Account, login credentials or Personal Information, please notify Apaly and change all passwords immediately. Apaly is not responsible for any losses arising from any loss or misuse of any Account credentials.

1. Suspension and Termination of Accounts and Use of the Platform. Apaly may, in its sole discretion and without limiting other remedies, limit, suspend, or terminate Account(s) and access to the Platform by you or any other Users, remove Content, remove, not display, and/or demote Solutions, and take technical and/or legal steps to prevent you or any other User from using the Platform for any reason.

• Content and Feedback.

1. User Content. Apaly may, in its sole discretion, permit Users from time to time to submit, upload, publish or otherwise make available through the Platform User Content. Any User Content remains the property of the applicable User. Apaly may, but shall not be obligated to, review, monitor, and remove User Content, at its sole discretion and at any time and for any reason, without notice. Apaly has no liability with respect to any User Content. It may be possible for other Users to access or see User Content so use care when providing User Content.

1. Ratings, Reviews and User Feedback. You may be asked to comment on the Solutions that were received or provided on the Platform, as well as on those offering the Solutions. These comments can include star or other ratings and other feedback (collectively, “Ratings”), which Apaly asks all parties to provide in good faith. Ratings are not confidential and you hereby authorize the use, distribution and display of Ratings provided by you, without attribution or further approva Apaly has no obligation to verify Ratings or their accuracy, and may remove them from the Platform in its sole discretion.

1. Feedback. You must not submit any confidential ideas, information, or suggestions in any form to Apaly. For any ideas, information, or suggestions you do submit (“Feedback”), you agree: (i) Feedback will automatically become Apaly’s property, without any compensation; (ii) Apaly has no obligation to review Feedback; (iii) Apaly may implement and distribute any portion of the Feedback for any purpose in any way, without any compensation; and (iv) Apaly has no obligation to keep Feedback confidential.

1. Third-Party Content. Opinions, advice, statements, offers, or other information or content concerning Apaly or made available through the Platform, but not directly by Apaly, are those of their respective authors, and should not necessarily be relied upon. Those authors are solely responsible for such content. Under no circumstances will Apaly be responsible for any loss or damage resulting from your reliance on Third-Party Content. Apaly reserves the right, but has no obligation, to monitor the materials posted on the Platform and remove any such material that in Apaly’s discretion and opinion is or is alleged to violate, the law, these Terms, or any Other Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

• Information, Privacy, and Security.

1. User Information. You must provide and maintain only accurate, current and complete User Information on the Platform. To enable Apaly to use User Information for the purposes described in these Terms, you hereby grant to Apaly a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity and database rights in User Information, and to use, copy, perform, display and distribute such User Information to prepare derivative works, or incorporate into other works such User Information, in any media now known or not currently known.

1. Personal Information. Apaly’s collection, use, and disclosure of Personal Information in connection with the Platform is as provided in the Privacy Policy. To the extent applicable, Apaly’s collection, use, and disclosure of Personal Information that is Protected Health Information (“PHI”) (as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”)) is as provided under applicable law and the PAA.

1. Apaly protects the personal information it collects with reasonable and appropriate physical, electronic, and procedural safeguards. We use reasonable security measures that are designed to protect personal information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Please note, however, that no data security measures can be guaranteed to be completely effective. Consequently, we cannot ensure or warrant the security of any personal information or other information. You transmit information to us at your own risk. If you have an account with us, to help us protect personal information, we request that you use a strong password and never share your password with anyone or use the same password with other sites or accounts.

• Network Access and Devices. You are responsible for obtaining the data network access necessary to access and use the Platform. Data and messaging rates and fees may apply if you access or use the Platform from mobile devices. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and any updates thereto. Apaly does not guarantee that the Platform, or any portion thereof, will function on any particular hardware or devices. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

• Third-Party Services and Content.

1. Services. Third-Party Services are made available on the Platform by third-parties and not Apaly and are not controlled by Apaly. You may be subject to Third-Party Terms when you receive or participate in a Third-Party Service. Apaly may not warn you when you leave the Platform and/or are subject to Third-Party Terms. You use all Third-Party Services at your own risk. You agree that the providers of the Third-Party Services are solely responsible for liabilities arising in connection with your use of such Third-Party Services. Apaly does not investigate, monitor, or check Third-Party Services for accuracy, completeness, and/or quality. Apaly does not endorse Third-Party Services and in no event shall Apaly be responsible or liable for any products or services of such thirdparty providers.

1. Content. Apaly does not control User Content and/or Third-Party Content. You use, access, and/or rely upon Content at your own risk. You agree that the provider of the User Content and/or Third-Party Content is solely responsible for liabilities arising in connection with the access and use of such Content. Apaly does not endorse any Content and in no event shall Apaly be responsible or liable for any Content.  

6. Fees Associated with the Platform. You may need to pay a fee through the Platform. Apaly does not process payment for any services. To facilitate payments we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to Stripe’s terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”). By agreeing to these Terms, when you use the payment functions on the Services you are also agreeing to be bound by the Stripe Agreements, which may be modified by Stripe from time to time. Please contact Stripe for more information.

7. Term and Termination; Effect; Survival.

• Term and Termination. These Terms are effective as of the date and time you click “CONTINUE” and will continue until terminated by you or Apaly. You may terminate these Terms with or without cause at any time by ceasing to use the Platform. Apaly may temporarily or permanently deactivate your access to the Platform with or without notice and with or without cause. Apaly may terminate these Terms or permanently deactivate your use or any or all Accounts with or without notice and with or without cause.

• Effect of Termination and Survival. Upon termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination. Once the Terms are terminated you may not access the Platform.

8. Intellectual Property.

• Intellectual Property. The Platform, all data gathered through the Platform and all Platform IP are and remain the property of Apaly and/or that of its licensors, as applicable. Neither these Terms nor your use of the Platform IP conveys or grants you any rights in or related to the Platform IP or related intellectual property rights, except for the limited license granted herein. You may not use, display, or manipulate any of the Apaly Marks for any purpose other than to participate on the Platform.

• Data Rights and Usage. All data generated in connection with Your access and usage of the Platform, or that arises out of the use of any materials or enabling technology provided or used by You in performance of this Agreement or use of the Platform, shall be owned by Apaly. Apaly may use or disclose PHI (“PHI” has the meaning set forth at 45 C.F.R. §160.103, limited to the information created or received by Apaly from or on behalf of You or any other third-party in connection with the use of the Platform).  You agree that Apaly may de-identify Your PHI using a de-identification method that meets the requirements of 45 C.F.R. 164.514(a)-(c).  Apaly shall own and may use such de-identified information in accordance with 45 C.F.R. 164.514.  You acknowledge and agree that all de-identified information created by Apaly in your use of the Platform and in compliance with this Agreement, and any and all related technology (including, without limitation, any developed software that may be used to provide the Apaly services) and Intellectual Property rights therein, are and shall remain the exclusive property of Apaly, its licensors, and its and their respective successors and assigns. Except as set forth herein, You have no right, title or interest in or to the Apaly Intellectual Property.  Apaly may provide data aggregation services relating to the health care operations in accordance with 45 C.F.R. § 164.504(e)(2)(i)(B).
• You agree that a breach of this Section 8 would cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, Apaly has the right to obtain immediate equitable relief to enjoin any breach of the foregoing, in addition to any other rights or remedies allowed under applicable law or otherwise.

9. Disclaimers.

• What Apaly Is and Is Not. APALY IS NOT A HEALTHCARE PROVIDER OR INSURANCE COMPANY. APALY IS A DIGITAL CONDUIT TO FACILITATE ACCESS TO HEALTHCARE RELATED SERVICES BETWEEN THIRD-PARTIES. APALY IS NOT A PROVIDER NETWORK VENDOR OR A PPO NETWORK AND DOES NOT CONTRACT WITH HEALTHCARE PROVIDERS TO DELIVER THEIR SERVICES TO ANYONE. Apaly does not provide credentialing services and makes no representation or warranty regarding the qualifications of any healthcare professional. Apaly is in no way involved in offering, delivering, or receiving any services or products that are exchanged via the Platform.

• AS-IS.

1. THE ENTIRE RISK ARISING OUT OF YOUR PARTICIPATION ON, ACCESS TO, OR USE OF THE PLATFORM, AND ANY SERVICES OR SOLUTIONS REQUESTED, RECEIVED, PERFORMED, OFFERED, OR OBTAINED THROUGH THE PLATFORM IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

1. APALY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THE PLATFORM. APALY PROVIDES THE PLATFORM AND SERVICES OFFERED ON THE PLATFORM “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND WHATSOEVER. ACCESS TO OR USE OF THE PLATFORM AND THE SERVICES IS NOT GUARANTEED TO RESULT IN ANY BENEFIT, EITHER FINANCIAL OR OTHERWISE. APALY DOES NOT WARRANT THAT THE PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR- FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APALY WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT ACCESS TO THE PLATFORM. APALY DOES NOT SCREEN OR EVALUATE ANY USER OF THE PLATFORM.

• No Warranties for Third-Parties or Content. APALY DOES NOT CONTROL, MANAGE OR DIRECT ANY USERS. APALY DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY CONTENT AVAILABLE ON OR LINKED TO BY THE PLATFORM. Apaly is not responsible for the conduct, whether online or offline, of any User.

10. Limitation of Liability and Indemnity.

• Liability.

1. APALY AND ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, AND/OR SERVICE PROVIDERS (COLLECTIVELY, THE “APALY GROUP”) SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF, MISUSE OF, RELIANCE ON, OR INABILITY TO USE THE PLATFORM, OR ANY CONTENT OR SOLUTIONS ON THE PLATFORM, OR RECEIPT OR PERFORMANCE OF ANY SERVICES MADE AVAILABLE THROUGH THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND EVEN IF THE APALY GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

100. THE APALY GROUP SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES, OF ANY KIND, ARISING OUT OF: (i) ANY USE OF, MISUSE OF, RELIANCE ON, OR INABILITY TO USE THE PLATFORM, OR ANY CONTENT OR SOLUTIONS ON THE PLATFORM, OR RECEIPT OR PERFORMANCE OF ANY SERVICES MADE AVAILABLE THROUGH THE PLATFORM; (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY OR OTHER USER, AND/OR (iii) ANY LOSS OF INTEGRITY, CONFIDENTIALITY, AND/OR AVAILABILITY OF ANY DATA IN THE PLATFORM AND/OR AN UNAUTHORIZED USE OR DISCLOSURE OF PERSONAL INFORMATION, EVEN IF THE APALY GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE APALY GROUP SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THE APALY GROUP’S REASONABLE CONTROL. THE APALY GROUP IS NOT LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY ANY USE OF, MISUSE OF, RELIANCE ON, OR INABILITY TO USE THE PLATFORM, OR ANY CONTENT OR SOLUTIONS ON THE PLATFORM, OR RECEIPT OR PERFORMANCE OF ANY SERVICES MADE AVAILABLE THROUGH THE PLATFORM. TO THE EXTENT THE APALY GROUP IS LIABLE FOR DAMAGES TO YOU, THE APALY GROUP SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL AND DIRECT DAMAGES INCURRED BY YOU, NOT TO EXCEED $100.

1. Any claims arising hereunder or in connection with any use of, misuse or, reliance on, or inability to use the Platform, or any content or Solutions on the Platform, or receipt or performance of any Services made available through the Platform must be brought within one (1) year of the date of the event giving rise to such action. Except as set forth herein, remedies under these Terms are exclusive and are limited to those expressly provided for in these Terms.

11. Indemnity. You shall indemnify and hold the Apaly Group and its officers, directors, employees, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with: (i) any use of, misuse or, reliance on, or inability to use the Platform, or any Content or Solutions; (ii) breach or violation of these Terms; and/or (iii) your violation of the rights of any third party.

12. Dispute Resolution; Arbitration; Waiver of Jury Trial.

• Mandatory Arbitration of Disputes. You and Apaly each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Platform, Solutions, or any services made available through the Platform (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Apaly each agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section 12, and that Apaly and you are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

• As limited exceptions to Section 12.1 above: (i) User or Apaly, as the case may be, may seek to resolve a Dispute in small claims court if it qualifies; and/or (ii) Apaly retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights or as otherwise set forth in these Terms.

• Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by this Section 12. The JAMS Rules are available at https://www.jamsadr.com/. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/. Any arbitration hearings (excluding the final hearing) will take place in the county where Apaly is located, unless Apaly and you agree to a different location but will be conducted remotely to the extent permitted by the JAMS Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement. The arbitration shall provide the parties with not less than sixty (60) days’ notice of the date and time of the final hearing. The award shall be rendered within forty-five (45) days after the final hearing is completed and declared closed by the arbitrator. In the event that either of the parties fails to pay its pro-rata share of expenses, the non-paying party shall be deemed to have defaulted and the arbitrator, upon the request of the non-breaching party, shall enter an award upon default against such breaching party.

• Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and Apaly won’t seek to recover the administration and arbitrator fees Apaly is responsible for paying, unless the arbitrator finds the Dispute frivolous.

• Injunctive and Declaratory Relief. Except as provided in Section 12.2 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that Apaly or you prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

• Class Action Waiver. YOU AND APALY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of Section 12 shall be null and void.

• Severability. Except for any of the provisions in Section 12.6 of these Terms, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

13. General.

• Status as Independent Contractor. Nothing in these Terms creates, will create, or is intended to create, any employment, partnership, joint venture, franchise or sales representative relationship between you and Apaly.

• Severability. The invalidity of any provision of these Terms does not affect the rest of these Terms. The parties shall replace the invalid or non-binding provision with provision(s) that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of these Terms.

• Assignment. Apaly may freely assign or transfer these Terms or any of its rights or obligations in them, in whole or in part, without your prior consent. You may not assign these Terms, in whole or in part, without Apaly’s prior written consent, and any attempted assignment without such consent is void.

• Entire Agreement. These Terms constitute the entire agreement and understanding with respect to the subject matter expressly contemplated herein and therein and supersede all prior or contemporaneous agreements or undertakings on this subject matter.

• Choice of Law. These Terms shall be governed by and construed in accordance with the substantive laws of the State of Florida without regard to any choice of law principles.

• Notice. Apaly may give notice by means of a general notice on or through the Platform or by electronic mail to the email address associated with your Account. Such notice shall be deemed to have been given at the time of posting the notice or at the time of sending. You may give notice to Apaly, with such notice deemed given when received by Apaly, at any time by first class mail or pre-paid post to Apaly Health Inc. 802 E. Whiting, Tampa, Florida 33602.

• Waiver. Apaly’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. This provision shall not affect the Severability section of the Arbitration Agreement in Section 12.

• Jury Trial Waiver. THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

By clicking “CONTINUE” and accessing the Platform, you acknowledge that you have read, understood, and considered the consequences of these Terms, that you agree to be bound by these Terms, and that you are legally competent and authorized to enter into these Terms.