THE COMPLETE HUMAN CO. WEBSITE AND SERVICES TERMS & CONDITIONS

Last Modified: January 08, 2024

Acceptance of these Terms & Conditions

The following terms and conditions (“Terms & Conditions”), together with any applicable documents they expressly incorporate by reference, govern access to and use of the The Complete Human Co. Software and/or Services, each as defined herein. Please read the Terms & Conditions carefully before you begin using The Complete Human Co. Website, Software and/or Services, as the Terms & Conditions constitute a binding agreement between you (“You”) and The Complete Human Co. (“The Complete Human Co.,” “TCHC,” “we,” or “us”). By using the The Complete Human Co. Website, Software and/or Services, you accept and agree to be bound and abide by these Terms & Conditions. If you do not want to agree to these Terms & Conditions, do not access or use the The Complete Human Co. Website, Software and/or Services.

“The Complete Human Co. Software” means The Complete Human Co.’s web-based software applications. The Complete Human Co. may include any additional version updates and are accessible via a web browser and intended to be used by clinicians and patients for telehealth services.

“Services” means TCHC’s telehealth services provided directly to patients, through the The Complete Human Co. Software and any other online user interface software programs that are accessible via a web browser and that The Complete Human Co. may make available to you subject to these Terms & Conditions.

These Terms govern Your access to and use of the following, which are collectively referred to herein as the “Services”: (a) the website located at thecompletehuman.co (the “Website”); (b) TCHC’s application programming interface, access tokens, HTML scripts, code snippets, tools, instructions, documentation, and other materials made available by TCHC (collectively, the “TCHC API”); (c) the TCHC Dashboard located at thecompletehuman.co; and (d) any other services owned or operated by TCHC which link to these Terms.

These Terms describe your rights and responsibilities with regard to the Services that you may use for any reason. Your access to and use of the Services is subject to these Terms of Use and all applicable laws and regulations. Even though you may have arrived at the Services through a website or mobile application operated or controlled by a third party, you understand and agree that these Terms of Use are entered into between you and TCHC. The Services are continually under development, and TCHC reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Services or updating the “Last Updated” date at the beginning of these Terms. You should check the Terms from time to time when you use the Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the Services. If you disagree with any of these Terms, your sole and exclusive remedy is to discontinue your use of the Services. Your continued use after a change has been posted constitutes your acceptance of the changes. If you do not agree to the revised Terms, you may not access or use the Services.

1. Changes to these Terms & Conditions

We may update, revise, or otherwise change the Terms & Conditions from time to time in our sole discretion. All changes to these Terms & Conditions are effective immediately when we post them. Your continued use of the The Complete Human Co. Software and/or Services following the posting of revised Terms & Conditions means that you accept and agree to the changes. If you disagree with any of the Terms & Conditions as updated or revised, your sole and exclusive remedy is to discontinue your use of the The Complete Human Co. Software and/or Services.

We may update the content on the The Complete Human Co. Software and/or Services from time to time, but the content (including information, statistics, and other data) on the The Complete Human Co. Software and/or Services are not necessarily complete or up-to-date.

2. Accessing the The Complete Human Co. Website, Software and/or Services

You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software in order to use the Services. Fees and data charges may apply to your use of the mobile services and the Internet. You are responsible for making all necessary arrangements for you to have access to the The Complete Human Co. Software and/or Services.

We reserve the right to update, revise, or otherwise change The Complete Human Co. Software and/or Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the The Complete Human Co. Software and/or Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the The Complete Human Co. Software and/or Services to users.

3. Intellectual Property Rights; Permitted Uses

The The Complete Human Co. Software and/or Services are protected by copyright and other intellectual property laws. The Services, The Complete Human Co. Software, any back-end software by way of the Services only, technology, and all other materials provided or made available by The Complete Human Co. are the exclusive property of Company.

THE COMPLETE HUMAN CO., its logo, and all related names, logos, product and service names, designs, and slogans are trademarks of The Complete Human Co. or its affiliates or licensors. You must not use such marks without the prior written permission of The Complete Human Co. Other names, logos, product and service names, designs, and slogans on the The Complete Human Co. Software and/or Services are the trademarks of their respective owners

All rights not expressly granted are reserved by The Complete Human Co.

4.Reliance on Information Posted on Website

The information presented on or through the The Complete Human Co. Website is made available solely for general information purposes. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you or any other user of the The Complete Human Co. Software and/or Services or by anyone who may be informed of any of its contents.

The information on the The Complete Human Co. Website is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Content on the website does not constitute medical advice, and is advertising or marketing in nature. Medical advice is provided via a direct encounter. The information may not be relevant or applicable to all situations and decisions to apply any information must be made in light of individual facts and specific circumstances. Always seek the advice of a physician or other qualified health professional with any questions you may have regarding a medical condition, and never disregard professional medical advice or delay in seeking it because of something you have read on the The Complete Human Co. Website. The Complete Human Co. is not responsible nor liable for any advice, course of treatment, or diagnosis based on the information on the The Complete Human Co. Website.

5.Prohibited Uses

You may use the The Complete Human Co. Software and/or Services only for lawful purposes and in accordance with these Terms & Conditions. Additionally, you agree not to:

• Use any “page scrape,” “robot,” “spider,” or other automatic script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the The Complete Human Co. Software and/or Services;
• Interfere with, or attempt to interfere with, the proper working of the The Complete Human Co. Software and/or Services;
• Introduce any viruses, worms, or other material that is malicious or technologically harmful; Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the The Complete Human Co. Software and/or Services or any systems connected to the The Complete Human Co. Software and/or Services; or
• Provide any information to us that is false, misleading, fraudulent, or inaccurate. Information Collected on or through the The Complete Human Co. Software and/or Services.

You agree that you will not, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (b) use the The Complete Human Co. Software and/or Services to violate any local, state, national or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the The Complete Human Co. Software and/or Services; (d) distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or our Services, or any other system, device, or property; (e) access or use the The Complete Human Co. Software and/or Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party; (f) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the The Complete Human Co. Software and/or Services or related materials in any way; (g) use or access the The Complete Human Co. Software and/or Services to create or develop competing products or services or for any other purpose that is to The Complete Human Co.’s detriment or commercial disadvantage; (h) take any action or use the The Complete Human Co. Software and/or Services in any manner which could damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner our Services or any content, in whole or in part; (i) disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to The Complete Human Co. Software and/or Services or any computer network; (j) bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by The Complete Human Co. or any of our service providers to protect our Services; (k) remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the The Complete Human Co. Software and/or Services or any content made available to you on or through our Services; (l) use any manual process or automated device to monitor or copy any content made available on or through the The Complete Human Co. Software and/or Services for any unauthorized purpose except as permitted by this section; (m) copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to The Complete Human Co. or third-party content from the Services; (n) otherwise use the The Complete Human Co. Software and/or Services in any manner that exceeds the scope of use granted above; or (o) modify, adapt, alter, copy, mimic, or translate the The Complete Human Co. Software; or (p) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or (q) encourage or enable any other individual to do any of the foregoing.

6.Information Collected on or through the Website or the The Complete Human Co. Software

To access The Complete Human Co. Software and/or Services, you may be asked to provide certain registration details or other information. It is a condition of your use of The Complete Human Co. Software and/or Services that all the information you provide to us is correct, current, and complete. You agree that all information you provide to register for The Complete Human Co. Software and/or Services, is governed by our Privacy Policy , which is incorporated by reference. By using the The Complete Human Co. Software and/or Services, you consent to all actions taken by us with respect to your information subject to our compliance with the Privacy Policy.

Submissions over the Internet including information collected and/or shared by you via text OR automated phone messages may not be secure or encrypted. Please consider this fact before providing any information to The Complete Human Co. by or through the The Complete Human Co. Software and/or Services.

7.Third-Party Links from the The Complete Human Co. Software and/or Services

Links from the The Complete Human Co. Software to third-party websites (“Linked Sites”) are provided for your convenience only. The Linked Sites may not be under our control, and therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. If you decide to access any third-party websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites; we are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites. Linked Sites may contain information about uses of our products that have not been approved or cleared by the U.S. Food and Drug Administration. The Complete Human Co. does not endorse off-label use of our products.

8.Termination

The Terms & Conditions will remain in full force and effect as long as you continue to access or use the The Complete Human Co. Software and/or Services. You may terminate the Terms & Conditions at any time by discontinuing use of the The Complete Human Co. Software and/or Services. Your permission to use The Complete Human Co. Software and/or Services automatically terminates if you violate these Terms & Conditions.

The Complete Human Co. may terminate or suspend any of the rights granted by these Terms & Conditions and your access to and use of the The Complete Human Co. Software and/or Services with or without prior notice, for any reason, and any time. The following provisions survive the expiration or termination of these Terms & Conditions for any reason whatsoever: Governing Law and Jurisdiction.

9. Disclaimer of Warranties and Limitation of Liability

YOU EXPRESSLY AGREE THAT USE OF THE COMPLETE HUMAN CO. SOFTWARE AND/OR SERVICES AND RELATED CONTENT IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE COMPLETE HUMAN CO. SOFTWARE AND/OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPLETE HUMAN CO. AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER THE COMPLETE HUMAN CO. NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE SERVICES. FURTHERMORE, THE COMPLETE HUMAN CO. DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND THE COMPLETE HUMAN CO. DISCLAIMS ANY LIABILITY RELATING THERETO.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPLETE HUMAN CO. OR THE RELATED PERSONS (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS OR USE OF THE SERVICES, EXCEED THE GREATER OF $50 OR THE AMOUNT YOU PAID TO US TO USE THE SERVICES IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT THAT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE THE COMPLETE HUMAN CO. AND ITS RELATED PERSONS’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY.

10. Indemnification

You agree to indemnify, defend, and hold harmless The Complete Human Co. and its Related Persons from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of the Services in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms & Conditions.

11. Release

To the fullest extent permitted by applicable law, you release The Complete Human Co. and the other Related Persons from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a California resident, you hereby waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

12. No Waiver

No waiver by The Complete Human Co. of any term or condition set forth in these Terms & Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by The Complete Human Co. to assert a right or provision under these Terms & Conditions shall not constitute a waiver of such right or provision.

13. Remedies

You agree that any violation, or threatened violation, by you of these Terms & Conditions constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

14. Governing Law and Jurisdiction

All matters relating to the The Complete Human Co. Software and/or Services and these Terms & Conditions, and any dispute or claim related thereto, shall be governed by and construed in accordance with the laws of the [State] without giving effect to any conflict of law principles. Any legal suit, action, or proceeding related to these Terms & Conditions or the The Complete Human Co. Software and/or Services shall be instituted exclusively in the federal or state courts located in the Wilmington, DE, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms & Conditions in your state of residence. You explicitly waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

15. Miscellaneous

No waiver by The Complete Human Co. of any term in these Terms & Conditions shall be deemed a continuing waiver of such term or a waiver of any other term, and any failure of The Complete Human Co. to assert a right under these Terms & Conditions shall not constitute a waiver of such right. If any provision of these Terms & Conditions is held by a court to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms & Conditions will continue in full force and effect. These Terms & Conditions, our Privacy Policy, and each of the following, as applicable: the Business Associate Agreement, and/or the Master Services Agreement, constitute the sole and entire agreement between you and The Complete Human Co. regarding the The Complete Human Co. Software and/or Services and supersede all prior and contemporaneous understandings and agreements regarding the The Complete Human Co. Website, Software and/or Services.