Terms of service.

PATIENT ADMINISTRATIVE AUTHORIZATION AND TERMS OF SERVICE

By proceeding with your account setup and clicking “I Agree,” when you purchase Chloe Health services, you acknowledge that you have read and agree to the PATIENT ADMINISTRATIVE AUTHORIZATION below. This authorization allows Chloe Health, Inc. to act as your personal representative for purposes of interacting with your health care providers, insurers, and other HIPAA-covered entities (“Covered Entities”) in connection with your health care administration. This includes requesting and receiving your health information, communicating with Covered Entities on your behalf, completing and signing forms related to your care or benefits, and performing administrative tasks necessary to provide the patient advocacy services you request. This Authorization is not a power of attorney and does not permit Chloe Health to make medical treatment decisions for you.

PATIENT ADMINISTRATIVE AUTHORIZATION

This Patient Administrative Authorization (“Authorization”) allows Chloe Health, Inc. (“Chloe Health,” “we,” “us,” or “our”) to assist you in communicating with your health care providers, insurers, and other covered entities under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

1. Purpose. By accepting this Authorization, you authorize Chloe Health to act as your personal representative under HIPAA and applicable state law for the limited purpose of assisting you with health care administration and patient advocacy. This includes requesting, receiving, reviewing, and organizing your protected health information (“PHI”); communicating with Covered Entities about your coverage, benefits, eligibility, claims, billing, and appeals; and completing, signing, and submitting any forms required to carry out these activities

2. Scope of Authorization. This Authorization permits Chloe Health to do the following:

· execute, complete, sign, and submit HIPAA authorization forms, insurance forms, coverage and eligibility documents, administrative forms, prior authorization forms, appeal forms, and any other paperwork required by Covered Entities, health plans, government administrators, or others in connection with the services you request;

· communicate with Covered Entities, health plans, government administrators, and others on your behalf by phone, email, fax, in writing, online portals, or any other communication channel including acting as the caller, account contact, or designated representative;

· request, receive, and discuss your PHI with covered entities as necessary to provide the services described above; and

· provide, receive, and update administrative information about you such as address, phone number, email, and insurance details when this is needed to provide the services you request.

3. This Authorization does not grant Chloe Health authority to make any health care decisions, consent to or refuse treatment, or act as your agent or personal representative for any purpose other than completing forms to receive your health care information from Covered Entities, and communicating with Covered Entities on your behalf for any requested patient advocacy services. This Authorization is intended to satisfy the requirements of 45 C.F.R. §§ 164.502(g).

4. Additional forms and documentation. You authorize Chloe Health to complete, sign, and submit in your name any paperwork, attestations, insurance forms, appeal forms, administrative documents, or other materials reasonably required by health care providers, insurers, health plans, and others in connection with the patient advocacy services you request. This includes forms not specifically listed in this authorization but needed to provide the services described above.

5. Administrative changes. You authorize Chloe Health to provide or request updates to Covered Entities, health plans, government administrators, and others regarding your administrative information including your address, phone number, email address, preferred contact method, and insurance policy details when these updates are necessary to provide the services you request.

6. Electronic Signature and Consent. By clicking “I Agree,” signing electronically, or otherwise providing affirmative consent, you confirm that you are the individual identified in this Authorization, that you consent to the use of your electronic signature for purposes of this Authorization and related HIPAA forms, and that you understand Chloe Health will maintain electronic records of your acceptance and consent.

7. Right to Revoke. You may revoke this Authorization at any time by notifying Chloe Health in writing at team@chloehealth.com. Revocation will not affect any actions taken in reliance on this Authorization before Chloe Health receives your written notice of revocation.

8. Expiration. This Authorization remains in effect until the earlier of (a) one year from the date you accept these terms, or (b) the date your Chloe Health account is terminated or deactivated, unless revoked earlier in accordance with Section 4.

9. No Power of Attorney. This Authorization is limited to the purposes described above and is not intended to create, and does not create, a power of attorney, health care proxy, or personal representative designation under any state law. Chloe Health’s authority under this Authorization is strictly limited to executing HIPAA forms necessary for the release of PHI to Chloe Health or for Chloe Health to communicate with Covered Entities on your behalf in connection with the services you request.

10. Acknowledgment. By accepting this Authorization, you acknowledge that you have read and understood its terms and that you agree to its scope and limitations. Copies or electronic records of this Authorization shall have the same effect as an original.

By clicking “I Agree,” you provide your electronic signature and consent to this Authorization.

Please read these Terms of Service (the “Agreement”) carefully. Your use of the Site (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and Chloe Health, Inc. (“Company” or “we” or “us”) concerning your use of (including any access to) the “Ask Chloe Health” site currently located at www.askchloehealth.com (together with any materials and services available therein, and successor site(s) thereto, the “Site”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Company through the Site, or otherwise made available to you by Company.

By using the Site, you affirm that you are of legal age to enter into this Agreement, or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.

If you are an individual accessing or using the Site on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Site and to any such Organization.

This Agreement contains a mandatory arbitration provision that, as further set forth in Section 18 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.

1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Site following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.

2. Information Submitted Through the Site. Your submission of information through the Site is governed by Company’s Privacy Policy, located at https://www.askchloehealth.com/privacy-policy-1 (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed.

3. Jurisdictional Issues. The Site is controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

4. Rules of Conduct. In connection with the Site, you must not:

· Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

· Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).

· Use the Site for any commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful.

· Harvest or collect information about users of the Site.

· Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks.

· Restrict or inhibit any other person from using the Site.

· Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without Company’s express prior written consent.

· Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.

· Remove any copyright, trademark or other proprietary rights notice from the Site.

· Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without Company’s express prior written consent.

· Systematically download and store Site content.

· Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without Company’s express prior written consent.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Site.

5. Services. The Site makes available certain digital tools and related concierge and coordination services designed to help you manage aspects of your and your family’s healthcare, such as scheduling, insurance navigation, and prescription-management assistance (collectively, the “Services”). All information, materials, and other content available through the Site or the Services are provided for informational purposes only and are not intended to constitute, and should not be relied upon as, medical or professional advice, diagnosis, or treatment. Use of the Services or the Site does not create a provider-patient, therapist-client, or any other professional relationship between you and Company or between you and any third party. You should always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition, and Never Disregard Professional Medical Advice or Delay Seeking it because of Information Obtained Through the Site or the Services. Company does not endorse or make any representation about the efficacy, appropriateness, or suitability of any specific tests, practices, products, procedures, treatments, opinions, healthcare providers, or other information that may be referenced or made available through the Services. To the Fullest Extent Permitted by Law, You Release Company from any and all Claims Arising from or relating to your reliance on any Information or Content Provided through the Site or the Services.

You acknowledge that the Services may involve communications over third-party platforms such as email, SMS, or WhatsApp, which may not be fully secure. By choosing to use such channels, you consent to their associated privacy and security risks.

6. Service Fees and Payments. Certain portions of the Services are available on a paid or subscription basis (each, a “Transaction”). If you choose to purchase or subscribe to any paid Service, you agree to pay all applicable fees and taxes at the rates in effect when the charges are incurred. You may be asked to supply relevant payment information (for example, credit-card number, expiration date, and billing address). By submitting such information, you authorize us to provide it to our payment processors for the purpose of completing your Transaction. All fees are non-refundable except as required by law or as otherwise expressly stated by us in writing. We reserve the right to change our pricing or payment terms at any time, effective upon posting through the Site or other reasonable notice to you.

7. Registration; User Names and Passwords. You may need to register to use all or part of the Site. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Company, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Site account.

8. Profiles and Forums. Site visitors may make available certain materials (each, a “Submission”) through or in connection with the Site, including on profile pages or on the Site’s interactive services, such as message boards and other forums, and chatting, commenting and other messaging functionality. Company has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. If you choose to make any of your personally identifiable or other information publicly available through the Site, you do so at your own risk.

9. License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

10. Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Site, or analyze your access to or use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

11. Your Limited Rights. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the Site, you may view one (1) copy of any portion of the Site to which we provide you access under this Agreement, on any single device, solely for your personal, non-commercial use.

12. Company’s Proprietary Rights. We and our suppliers own the Site, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include Chloe, Chloe Health, Ask Chloe, Ask Chloe Health, and any associated logos. All trade names, trademarks, service marks and logos on the Site not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

13. Third Party Materials; Links. Certain Site functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials through the Site does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

14. Disclaimer of Warranties. To the fullest extent permitted under applicable law: (a) the Site, the Services, and any Third Party Materials are made available to you on an “As Is,” “Where Is” and “Where Available” basis, without any warranties of any kind, whether express, implied or statutory; and (b) Company disclaims all warranties with respect to the Site, the Services, and Third Party Materials, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns.

While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at team@askchloehealth.com with a description of such alteration and its location on the Site.

15. Limitation of Liability. To the fullest extent permitted under applicable law: (a) Company will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, loss of security of Submissions (including unauthorized interception by third parties of any Submissions), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, Company will not be liable for damages of any kind resulting from your use of or inability to use the Site, the Services, or from any Third Party Materials, including from any Virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Site, the Services, or any Third Party Materials is to stop using the Site and the Services; and (d) the maximum aggregate liability of Company for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of the total amount, if any, paid by you to Company to use the Site or ten dollars ($10.00). All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Company and the Affiliated Entities, and their respective successors and assigns.

16. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Site (including all Submissions) and the Services; and (b) any violation or alleged violation of this Agreement by you.

17. Termination. This Agreement is effective until terminated. Company may terminate or suspend your use of the Site at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Site will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections [2–5, 7–10 and 12–23] shall survive any expiration or termination of this Agreement.

18. Governing Law; Arbitration. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and Company, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Company and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.

You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action.

The arbitration will be administered by the American Arbitration Association [M1] under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

19. Information or Complaints. If you have a question or complaint regarding the Site, please send an e-mail to team@askchloehealth.com. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

20. Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA ”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to Company a written notice by mail or e-mail, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent by email to team@askchloehealth.com.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

21. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.