WELLFRAME inc.

END-USER LICENSE AGREEMENT

Effective date: December 13, 2016

Welcome to Wellframe! Wellframe is a technology system designed to empower patients to better manage their health and medical conditions outside of the clinic while informing more intelligent population health and patient relationship management for healthcare providers. Our mobile-enabled solution guides and supports patients at home, using care protocols informed by the patient's healthcare provider, while providing critical information to healthcare providers to more effectively manage patient clinical and financial risk.

BY CLICKING THE 'I AGREE' BUTTON, AND/OR BY INSTALLING AND/OR USING THE WELLFRAME SOFTWARE OR ANY INCLUDED DOCUMENTATION, WELLFRAME's WEBSITE ("WEBSITE") AND ANY OF WELLFRAME'S SERVICES ("SERVICES") ACCESSIBLE BY USING THE SOFTWARE (COLLECTIVELY, SUCH SOFTWARE, WEBSITE AND SERVICES, THE "SOFTWARE"), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (the "AGREEMENT"), AND THIS WILL BE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND WELLFRAME INC. ("WELLFRAME", "WE", "US" OR "OUR").

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD REJECT THEM BY NOT CLICKING ON 'I AGREE' AND BY NOT INSTALLING OR USING THE SOFTWARE.

YOUR ACCESS TO AND USE OF OUR SOFTWARE, WEBSITE, AND SERVICES IS SUBJECT IN ALL RESPECTS TO THE TERMS OF OUR PRIVACY POLICY AVAILABLE AT www.wellframe.com/​privacypolicy, AS WE MAY UPDATE THAT PRIVACY POLICY FROM TIME TO TIME ("PRIVACY POLICY").

YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT THIS AUTHORIZATION IS NOT A CONDITION FOR RECEIVING ANY TREATMENT, PAYMENT, OR BENEFIT AND YOU UNDERSTAND THAT YOUR REFUSING TO AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING THIS AUTHORIZATION, WILL NOT AFFECT ANY TREATMENT, PAYMENT, OR BENEFIT FOR WHICH YOU MAY BE ELIGIBLE. HOWEVER, YOU AKNOWLEDGE AND UNDERSTAND THAT IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE PROVIDED WITH ACCESS TO THE WELLFRAME SOFTWARE OR SERVICES AS DESCRIBED HEREIN.

YOU HEREBY EXPRESSLY CONSENT TO WELLFRAME CONTACTING YOU DIRECTLY BY PHONE CALL, EMAIL, TEXT MESSAGE, OR OTHERWISE THROUGH THE SOFTWARE IN ORDER TO PROVIDE YOU WITH SERVICES UNDER THIS AGREEMENT.

THE SOFTWARE IS NOT FOR MEDICAL EMERGENCIES. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER, DIRECTLY AND NOT THROUGH OUR SOFTWARE, WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION.

References in this Agreement to "you" or "your" refer to both you and any person or entity on whose behalf you act, if any.

Grant of License

Wellframe hereby grants to you a personal, non-transferable, non-exclusive, royalty free, limited license to install, access and use the Software for your own personal purposes of tracking and attaining support toward primary or secondary disease prevention and for sharing and communicating your progress with designated third parties. Portions of the Software, including substantial portions of the services accessible as part of the Software, will be provided via remote access of your device to Wellframe's platform. You may utilize the Software for communications to and from your healthcare provider.

Software Use Restrictions

You shall not sublicense, distribute, hypothecate, lease, loan or otherwise convey the Software or Content or any portion thereof to anyone, and under no circumstance may you use or allow the use of the Software in any manner other than as expressly set forth above. You shall not modify the Software, incorporate the Software in whole or in part in any other product or create derivative works based on all or part of the Software. You shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software. You shall not use the Software in connection with a service bureau, time sharing or fee-for-service arrangement with third parties. Except to the extent permitted by applicable local law, you shall not reverse assemble, decompile or disassemble or otherwise reverse engineer any portion of the Software. If you dispose of any media embodying Software or Content, you will ensure that you have completely erased or otherwise destroyed any Software and Content stored on such media.

THE SOFTWARE IS NOT INTENDED FOR USE IN ANY SITUATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH OR BODILY INJURY OF ANY TYPE. YOU ARE SOLELY RESPONSIBLE FOR USING THE SOFTWARE IN A MANNER CONSISTENT WITH ALL APPLICABLE INTERNATIONAL, FEDERAL AND STATE LAWS.

Protected Health Information (PHI)

Federal law requires that Wellframe protect the privacy of health information and information that could be used to identify you (e.g. medical information, date of birth, name, address, etc.). This information is called Protected Health Information ("PHI"). Wellframe uses encryption technology to ensure the privacy of the PHI and other identifying information (collectively, the "Data") you or your physician enter on the Website, or through the Software as part of the Services provided herein.

By agreeing to the terms of this Agreement, you are authorizing Wellframe to utilize your PHI, and any other data that you submit in connection with your use of the Software, to collect, use, and disclose your Data in order to provide you with access to and use of the Software, to enhance the treatment provided to you by your healthcare provider and for purposes of health coaching. In addition, Wellframe may use your PHI for evaluation of the Services and for quality improvement purposes, and if applicable, for receiving payment (e.g. for treatment, payment and healthcare operations). Wellframe's use and disclosure of any Protected Health Information will be conducted in accordance with our Privacy Policy found at www.wellframe.com/privacypolicy and applicable federal and state regulations.

Password Protection

You are responsible for keeping your password confidential. You should notify us immediately if your password is hacked or stolen. Wellframe is not responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your home, business or other place of access.

Consent to Use of Data in Aggregated and De-Identified Form

Wellframe may aggregate and de-identify Data (i.e., remove all information that could be used to specifically identify you) provided to us through the Software, and use that Data for research, studies, or for any lawful commercial purpose. You agree that: (a) you consent to the use of such aggregated and de-identified Data; (b) Wellframe is not obligated to pay any amount to you or otherwise compensate you or any other person in any way for such use; (c) Wellframe is not required to furnish you with any information of any kind regarding such use; and (d) to the extent that you have proprietary interest in any such Data, you waive any right to such interest or seek compensation from any such use.

Use of Content

Wellframe grants to you, subject to this license agreement, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Software and related Services solely for your personal use. The Software and the content available through the Software ("Content") may contain typographical errors, other inadvertent errors or inaccuracies. We reserve the right to make changes to the Software, document names and Content, descriptions or specifications of products or Services, or other information without obligation to issue any notice of such changes.

You may view, copy, download, and print Content that is available through this Software, subject to the following conditions:

  1. The Content may be used solely for your personal informational purposes. No part of this Software or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
  2. The Content may not be modified.
  3. Copyright, trademark, and other proprietary notices may not be removed.

Nothing contained on Wellframe's Website or in the Software or Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Software or any Content displayed on our Website, through the use of framing or otherwise, except: (a) as expressly permitted by these terms of use; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on our Website.

If you violate any of these terms and conditions, your permission to use the Software and Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Software or Content. Your records containing your personal health information are available in accordance with Wellframe's Privacy Policy.

Copying Restrictions

You may copy the Software onto your mobile device, and you may make one (1) copy of the Software for backup or archival purposes. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by Wellframe on any media embodying an authorized copy of the Software originally provided by Wellframe. Except as described in this paragraph, you are not permitted to copy the Software or Content.

Disclosure Restrictions

You acknowledge that the Software, including the source code for the Software and any information derived therefrom, constitutes a valuable trade secret of Wellframe. If you should gain access to such materials, you shall not disclose them to anyone.

Ownership of software

You agree and acknowledge that (i) the Software is licensed to you, not sold, and Wellframe transfers no ownership interest in the Software, in the intellectual property in any Software or in any Software copy, to you under this Agreement or otherwise, (ii) that Wellframe and its licensors reserve all rights not expressly granted to you hereunder, (iii) Wellframe or its licensors own the Software (including, but not by way of limitation, any images, algorithms, photographs, animations, video, audio, music and text incorporated in the Software), (iv) Wellframe owns the data collected via the Software and has the right to use such data in accordance with our Privacy Policy, and (v) the Software is protected by United States Copyright Law and international treaties relating to protection of copyright. The Software includes, and this Agreement will cover, any updates, upgrades or bug fixes for the Software provided to you.

User Info

To download, access and use the Software, you must register with Wellframe by providing to Wellframe your name, address, email, and other information that may be used to personally identify you. Wellframe reserves the right to authenticate any information you provide. Furthermore, Wellframe collects certain non-personal information concerning your interactions with the Software. Wellframe's policy is to respect and protect your privacy. Wellframe uses any user information strictly for the business purposes for which it was collected, in accordance with our Privacy Policy. Before installing or using the Software, you should carefully review our Privacy Policy, which can be found at www.wellframe.com/privacypolicy. Your continued use of the Software shall be deemed your acceptance of the Privacy Policy, as it may be amended from time to time.

Login Info and Access

Your access to the Software must be via login credentials ("Login Credentials"). You agree that you are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if you believe that any of Your Login Credentials have been or may be used without your permission so that appropriate action can be taken. You may not (i) create more than one account to access the Software, (ii) share your Login Credentials with any third party nor (iii) transfer your account to any third party. Wellframe is not responsible for any loss or damage caused by, or expense incurred by you as a result of, your failure to safeguard Your Login Credentials. You agree that you shall not rent, resell, or to remarket the Software or Content or to provide access to the Software or Content to any third party. Wellframe may terminate any Login Credentials in its sole discretion; you may not be permitted to create a new account to access the Software or Content if your prior Login Credentials have been terminated by Wellframe.

Wellframe will protect as confidential any information that you may provide to complete the applicable online forms to establish your Login Credentials with Wellframe ("Account Data"). You agree to provide, maintain and update true, accurate, current and complete Account Data, and represent that you will not misrepresent your identity or your affiliation with any person or entity.

Transfer Restrictions

You may not sublicense, delegate, assign or otherwise transfer this Agreement, the license granted herein, or any other of your rights or obligations under this Agreement, in whole or in part.

Export Restrictions

You may not export or re-export any Software except in full compliance with all United States laws and regulations, executive orders and the like, including in particular the Export Administration Regulations of the U.S. Department of Commerce. Without limitation of the foregoing, no Software may be exported or re-exported into (or to a national or resident of) any country to which the U.S. embargoes goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Denied Persons List.

Breach and Termination

This Agreement and any license granted herein may be suspended or terminated by Wellframe immediately and without notice if you fail to comply with any term or condition of this Agreement. In addition, Wellframe may at any time suspend your access to the Software, if you are in breach of this Agreement or using the Software in a manner that impairs the operation of the Software or that violates the Privacy Policy.

You acknowledge and agree that the Software is under development and will continually change as Wellframe may determine from time to time. Wellframe reserves the right to terminate the provision of the Software and related Services at any time.

Enforcement of Terms; Effect of Termination

If you fail to fulfill any of your obligations under this Agreement, and this Agreement terminates, Wellframe and/or its licensors may pursue all available legal remedies available to them. You agree that Wellframe's licensors referenced in the Software are third- party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. Sections of this Agreement which by their nature survive expiration or termination of this Agreement shall survive according to their terms. Upon termination, you shall promptly uninstall and remove the Software from the mobile device on which it was installed.

US Government Users

Pursuant to the policy stated at 48 CFR 227.7202-1, U.S. Government users acknowledge that (i) the Software is commercial computer software, (ii) this Agreement embodies the licenses customarily used by Wellframe for licenses in Software granted to the public, and (iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the U.S. Government, except to the extent which such licenses are inconsistent with Federal procurement law. The Contractor/manufacturer is Wellframe Inc.

Assumption of Risk

The Software is designed to provide a designated third-party with health-related information based on your use of the Software. The Software and any related data supplied to you by Wellframe does not provide medical advice. By granting you the right to use the Software, Wellframe does not assume any obligation or liability with respect to your health. In no event shall Wellframe be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Software or any activity you undertake in connection with your use of the Software.

Disclaimer of Warranty

WELLFRAME PROVIDES THE SOFTWARE TO YOU "AS IS", WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WELLFRAME MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS ACCURATE, COMPLETE OR UP-TO- DATE. WELLFRAME MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE USE OR THE RESULTS OF THE USE OF ANY DATA OR INTERACTIONS OF ANY USER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY WELLFRAME EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR SHALL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. WELLFRAME'S LICENSORS EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SOFTWARE.

Limitations of Liability and Releases

IN NO EVENT SHALL WELLFRAME OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT WELLFRAME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

WELLFRAME'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY CLAIMS IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, AND FOR ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED U.S. $1.

Exclusions

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON CERTAIN TYPES OF DAMAGES, SO THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU WITH RESPECT TO CERTAIN TYPES OF DAMAGES OR CLAIMS.

User Submissions

Please refer to our Privacy Policy for additional information on our practices for handling personally identifiable information. When you choose to provide information to register for or participate in this Software, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you.

You agree that you will not upload or transmit any communications or content of any type to the Public Areas (including message boards if we add them to our Services) that infringe or violate any rights of any party. By submitting communications or content to the Public Areas, you agree that such submission is non-confidential for all purposes.

If you make any such submission you agree that you will not send or transmit to Wellframe by email, (including through the email addresses listed on the "Contact Us" page) any communication or content that infringes or violates any rights of any party. If you submit any business information, idea, concept or invention to Wellframe by email, you agree such submission is non-confidential for all purposes.

If you make any submission to a publicly accessible area of our Website or if you submit any business information, idea, concept or invention to Wellframe by email or otherwise, you automatically grant- or warrant that the owner of such content or intellectual property has expressly granted- -Wellframe a royalty-free, perpetual, irrevocable, world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. Wellframe may sublicense its rights through multiple tiers of sublicenses. If you wish to keep any business information, ideas, concepts or inventions private or proprietary, do not submit them to the publicly accessible area of our Website or to Wellframe. We try to answer correspondence in a timely manner, but are not always able to do so.

Termination

We may terminate any user's access to our Software, including access to any online discussion forum or chat room, in our sole discretion, for any reason and at any time, with or without prior notice. It is our policy to terminate users who violate this Agreement, as deemed appropriate in our sole discretion. You agree that we are not liable to you or any third party for any termination of your access to our Software.

Prohibited Content

By accessing our Software or using our Services, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to use our Software to:

  1. Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by [Client].
  2. Use a name or language that Wellframe, in its sole discretion, deems offensive.
  3. Transmit or post defamatory statements.
  4. Transmit or post hateful or racially or ethnically objectionable Content.
  5. Transmit or post Content which infringes another's copyright, trademark or trade secret.
  6. Transmit or post unsolicited advertising or unlawfully promote products or services.
  7. Harass, threaten or intentionally embarrass or cause distress to another person or entity.
  8. Impersonate another person.
  9. Upload, post, e-mail, transmit or otherwise make available: (A) any information or material that infringes upon a third party right, especially intellectual property rights; (B) any third party advertisements, including banner exchange services; (C) any software viruses, Trojan horses, worms or any other malicious application or (D) any information or material which may constitute or encourage conduct that is a criminal offense or civil wrong or otherwise violates any applicable law.
  10. Stalk, threaten or harass any other users or infringe upon or attempt to infringe upon their privacy.
  11. Promote, solicit, or participate in any multi-level marketing or pyramid schemes.
  12. Exploit children under 18 years of age.
  13. Engage in disruptive activity.
  14. Obtain unauthorized access to any computer system through the Website.
  15. Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent's consent in the case of a child under 13 years of age).
  16. Solicit personal information from children under 13 years of age.
  17. Violate any federal, state, local, or international law or regulation.
  18. Encourage conduct that would constitute a criminal or civil offense.

Ads, Searches and Links to Other Sites

Wellframe may provide links to third-party web sites. Wellframe also may select certain sites as priority responses to search terms you enter and Wellframe may agree to allow advertisers to respond to certain search terms with advertisements or sponsored content. Wellframe does not recommend and does not endorse the content on any third-party websites. Wellframe is not responsible for the content of linked third-party sites, sites framed within the Wellframe Site, third-party sites provided as search results, or third-party advertisements, and does not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the Terms of Service of use for such sites. You acknowledge and understand that should you choose to provide any individually identifiable information or protected health information to such third party sites, the recipients of such individually identifiable information or PHI may not be subject to the same obligations under the Federal Privacy and Security regulations (HIPAA) and may use or re-disclose the information so that it is no longer protected by federal law. Wellframe does not endorse any product, service, or treatment advertised on the Wellframe Site.

Notices

Notices to you hereunder shall be sent to the email address provided by you when you registered to download and install the Software. Notices to Wellframe shall be sent to the attention of its CEO at Wellframe, Inc. 330 Congress St, 4th floor, Boston, MA 02210. Each party may change such address upon written notice to the other party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA without regard to its conflicts of laws provision. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Suffolk County, Massachusetts or any federal court located therein. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover the costs and expenses (including reasonable attorneys' fees) that it incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

Jurisdictional Issues

We make no representation that information on the Software or Services are appropriate or available for use outside the United States. Those who choose to access this Site from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws.

Intellectual Property Rights

Unless otherwise noted, all Content contained on this Software is the property of Wellframe and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Domain names and product names are trademarks or registered trademarks of their respective owners. Content and Services are subject to change or termination without notice and at the discretion of Wellframe. All rights not expressly granted herein are reserved to Wellframe and its licensors.

We do not claim ownership of Content submitted by Users without compensation by Wellframe and with the expectation that such Content will be made publicly accessible through our Software. By submitting such Content, however, You agree to grant us a world-wide, royalty-free, perpetual, irrevocable, non-exclusive license to use, distribute, reproduce, modify, adapt, create derivative works from, and publicly perform or display such Content. This license shall remain in effect until we delete the Content from our systems.

Complete Agreement, Waiver, Severability

This Agreement supersedes all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between you and Wellframe relating to the Software or the terms of its license to you, and may only be modified in writing signed by you and Wellframe. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, such unenforceability shall not affect the remaining terms of this Agreement in such jurisdiction or render unenforceable or invalidate such terms and provisions of this Agreement in other jurisdictions. Upon such determination that any of the terms or provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall be severed from this Agreement and the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.

For additional information

If you have any questions about this license agreement, please contact help@wellframe.com.

Copyright © 2012- Wellframe Inc.  All rights reserved.  Legal Notices


*** YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ***