1. Important Notices and Disclaimers.

GRITWELL IS NOT A HEALTHCARE PROVIDER. GritWell is an online platform that enables Site visitors to access informational and educational content and registered users to access qualified functional medicine health coaches (“Coaches”) via video and audio consultations, schedule medical tests, and obtain supplements. For users in certain states, the Site may facilitate interactions with licensed physicians (“Providers,” and together with Coaches, “Practitioners”) who practice through Gritwell’s affiliated medical practices (“Gritwell Medical Group”). Services by Providers are not available to users in all states.

THE INFORMATION AND OTHER CONTENT AVAILABLE ON OR THROUGH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY, IS NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT, AND SHOULD NOT BE RELIED UPON AS YOUR SOLE SOURCE FOR HEALTH OR MEDICAL INFORMATION OR TO SUGGEST A COURSE OF TREATMENT FOR ANY PARTICULAR INDIVIDUAL. YOU SHOULD ALWAYS CONSULT WITH YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL REGARDING QUESTIONS YOU HAVE ABOUT ANY MEDICAL CONDITION BEFORE MAKING HEALTH CARE DECISIONS.

THE SERVICES ARE NOT INTENDED FOR USE IN A MEDICAL EMERGENCY. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR LOCAL EMERGENCY CONTACT NUMBER (E.G., 911) IMMEDIATELY. NEVER DELAY IN SEEKING PROFESSIONAL MEDICAL ADVICE OR DISREGARD SUCH ADVICE BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE OR APP.

1. Important Notices and Disclaimers.

GRITWELL IS NOT A HEALTHCARE PROVIDER. GritWell is an online platform that enables Site visitors to access informational and educational content and registered users to access qualified functional medicine health coaches (“Coaches”) via video and audio consultations, schedule medical tests, and obtain supplements. For users in certain states, the Site may facilitate interactions with licensed physicians (“Providers,” and together with Coaches, “Practitioners”) who practice through Gritwell’s affiliated medical practices (“Gritwell Medical Group”). Services by Providers are not available to users in all states.

THE INFORMATION AND OTHER CONTENT AVAILABLE ON OR THROUGH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY, IS NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT, AND SHOULD NOT BE RELIED UPON AS YOUR SOLE SOURCE FOR HEALTH OR MEDICAL INFORMATION OR TO SUGGEST A COURSE OF TREATMENT FOR ANY PARTICULAR INDIVIDUAL. YOU SHOULD ALWAYS CONSULT WITH YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL REGARDING QUESTIONS YOU HAVE ABOUT ANY MEDICAL CONDITION BEFORE MAKING HEALTH CARE DECISIONS.

THE SERVICES ARE NOT INTENDED FOR USE IN A MEDICAL EMERGENCY. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR LOCAL EMERGENCY CONTACT NUMBER (E.G., 911) IMMEDIATELY. NEVER DELAY IN SEEKING PROFESSIONAL MEDICAL ADVICE OR DISREGARD SUCH ADVICE BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE OR APP.

2. Services Overview, Availability, and Eligibility.

Services Overview. The Services include (i) providing individuals with information on healthcare and wellness; (ii) administrative support in connection with scheduling, ordering, and payment for Practitioner consultations, tests, and supplements;  (iii) telecommunications support for using the Services as a means of direct access to a Practitioner for communication, consultations, and assessments; and (iv) development and gathering health care records and health information on behalf of the Practitioners with retention of the same for use in Practitioner appointments and communications. GritWell does not provide medical advice or care. The Practitioners are solely responsible for the quality and appropriateness of the care they render to you and your reliance on any Practitioner or information delivered by a Practitioner via the Services is solely at your own risk.

If a Practitioner recommends that diagnostic testing be performed, all such testing will be ordered by GritWell through an independent third-party provider on the Practitioner’s behalf. Practitioners will read and analyze the test results and consult with other Practitioners as appropriate. If you prefer, you may choose to have your diagnostic tests performed by your own doctor.

If a Practitioner recommends any supplements, all such supplements will be ordered by GritWell through an independent third-party provider on the Practitioner’s behalf.

Availability. Certain of our Services are currently only available to individuals located in certain states. You will be provided with notice of such limitations on availability of certain Services in your location when using those parts of the Services.

Eligibility. Our Services are intended for use by you only if you are 18 years of age or over. To qualify to use the Services, the following must be true, and by accessing or using the Services, you represent and warrant that they are true:

• You are age 18 or over or, if you are accessing the Services in violation of the Eligibility requirement related to age, you otherwise have the express consent of your parent or legal guardian.

• You are located in a state where we operate (depending on the type of Services).

• You agree to be legally bound by and comply with these Terms.

You understand and agree that satisfying the above requirements does not guarantee that you will receive Services. In addition to the above requirements, GritWell reserves the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

3. Changes to the Terms and the Services.

The Services are continually under development, and GritWell reserves the right to review, modify, or remove any part of these Terms in its sole discretion at any time and without prior notice to you. 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 are effective upon posting to the Services, unless applicable law requires us to provide additional notice or take other actions before such changes can become effective. If you disagree with 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.

You acknowledge and agree that: (1) all or any part of the Services may not be accessible at any time, for any period, or for any reason; and (2) GritWell will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. GritWell reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Services or any portion thereof, with or without notice. You agree that GritWell shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

4. Privacy.

Please read our Privacy Notice for information on our data collection, use and sharing policies and practices in connection with the Services.

5. Registration and Account Creation.

Although certain parts of the Services are accessible without creating an account, you may be required to create an account to access and use other parts of the Services. If you create an account, you agree to provide information that is current, accurate, and complete, and to maintain and update such information so that it remains current. If you do not maintain such information, or GritWell has reasonable grounds to suspect that such information is not current, accurate, or complete, GritWell has the right to suspend or terminate your account and your use of the Services. You agree to keep confidential your username and password and to exit from your account at the end of each session. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You also agree to immediately notify GritWell of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing GritWell at [email protected]. GritWell may take any and all actions it deems necessary or reasonable to maintain the security of the Services.

You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else's account at any time. You are responsible for changing your password promptly if you think it has been compromised. GritWell explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.

6. Payments and Subscriptions

GritWell uses the third-party payment platform, Stripe, the Stripe API, and your Stripe account to process credit and debit card transactions. GritWell is a “Partner Application” as defined in the Stripe Terms of Service. By using GritWell and agreeing to these Terms, you also agree to be bound by Stripe’s Terms of Service.

By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due, including recurring fees associated with Subscription Services (as defined below). In the event that your credit card expires or GritWell, our affiliates, or our third-party payment processors are unable to process your payment, you may be asked to provide an alternative payment method.

You understand that you are responsible for and agree to pay all fees due to receive services requested, including consultations, tests, or supplements, at the fees and pursuant to all payment terms presented to you when engaging in transactions. Your payments to GritWell may include fees charged by Practitioners or other third parties that provide services to you in connection with the Services, which GritWell collects on their behalf. Prices are subject to change at any point in our sole discretion. Any services not provided by us, our affiliates, or otherwise made available through the Services are not included in the payments collected by GritWell and you may be separately charged by the applicable service provider for such services. GritWell and/or the Practitioners or other service providers have no obligation to provide any services unless and until full payment has been received and/or verified. You are responsible for keeping your payment information (such as credit card number and billing address) accurate and up to date at all times.

Certain products or services offered on the Services may be offered on a subscription basis ("Subscription Services"). For Subscription Services, your payment method will be automatically charged at regular intervals as described during the checkout process for the applicable Subscription Services. YOU MAY CANCEL A SUBSCRIPTION AT ANY TIME BEFORE THE CANCELATION CUTOFF DATE AS INDICATED TO YOU AT THE TIME YOU PURCHASE A SUBSCRIPTION SERVICE. YOU WILL ALSO BE INFORMED ABOUT HOW YOU CAN CANCEL THESE SUBSCRIPTION SERVICES.

EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN OR REFUND POLICY PROVIDED TO YOU ON THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT DUE TO THE NATURE OF THE PRODUCTS AND SERVICES PURCHASABLE THROUGH THE SERVICES ANY APPLICABLE FEES AND OTHER CHARGES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

7. Prohibited Uses.

You may use the Services only for lawful purposes and in accordance with these Terms. You agree that in using or accessing the Services, you will not:

• impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;

• violate any local, state, national or international law (including export laws);

• reverse engineer, disassemble, decompile, or translate any software or other components of the Services;

• 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 the Services, or any other system, device, or property;

• access or 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 third party;

• use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services;

• reverse enlicense, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services, Services Content, or User Content other than as expressly permitted herein;gineer, disassemble, decompile, or translate any software or other components of the Services;

• reverse engineer, disascreate or develop competing products or services or for any other purpose that is to GritWell's detriment or commercial disadvantage;semble, decompile, or translate any software or other components of the Services;

• damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner the Services, Services Content, or User Content, in whole or in part;

• use framing techniques to enclose any trademark, logo, or the Services without our express prior written consent;

• post, transmit or otherwise disseminate any content that, as we determine at our sole discretion: (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, violent, demeaning, intimidating, discriminatory, or racially, ethnically or otherwise objectionable, or infringes our or any third party's intellectual property or other rights, (ii) is derogatory or harmful to our reputation, the reputation of our licensors, the Practitioners, or any of our or their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; (iii) may incite violence or other unlawful activity; or (iv) is harmful to children in any manner; or (iv) attempts to obtain the personal information of other users;

• harm, harass, threaten, abuse, defame, demean, discriminate against, or intimidate any Provider who provides health care services related to the Services, as we determine in our sole discretion;

• disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to the Services or any computer network;

• bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by GritWell or any of our service providers to protect the Services;

• 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 Services or any Services Content or User Content;

• use any manual process or automated device to monitor or copy any content made available on or through the Services for any unauthorized purpose except as permitted herein;

• to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;

• 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 GritWell or third-party content from the Services;

• otherwise use the Services in any manner that exceeds the scope of use granted herein; or

• encourage or enable any other individual to do any of the foregoing

8. Ownership and License to Use the Services.

As between GritWell and you, GritWell is the sole and exclusive owner of all right, title and interest in and to the Services and their content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel, and Practitioner Content (defined below)) (“Services Content”). You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Services or Services Content except as permitted by these Terms or otherwise by GritWell expressly in writing. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Services or Services Content shall be owned solely and exclusively by GritWell or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Services or Services Content.

Certain names, logos, and other materials displayed in and through the Services may constitute trademarks, trade names, service marks or logos (“Marks”) of GritWell or its affiliates. You are not authorized to use any such Marks without the express written permission of GritWell. Ownership of all such Marks and the goodwill associated therewith remains with us or our affiliates.

Subject to your compliance with these Terms, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Services and Services Content solely for your personal and non-commercial use and only as permitted under these Terms and the Privacy Policy. No other right, title, or interest in or to the Services or Services Content is transferred to you, and all rights not expressly granted are reserved by GritWell or its licensors.

9. Practitioner Content, User Content, and Feedback.

Practitioner Content. You acknowledge that GritWell simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of any content posted by Practitioners, including in response to User Content (“Practitioner Content”). You understand that all Practitioner Content posted on, transmitted through, or linked through the Services, are the sole responsibility of the Practitioner from whom such Practitioner Content originated. You understand that GritWell does not create and is not responsible for Practitioner Content made available through the Services, and that by using the Services, you may be exposed to Practitioner Content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any Practitioner Content.

User Content and Feedback. Except as provided in our Privacy Policy or information governed by applicable federal and state privacy laws and regulations, you understand and agree that any information you provide through the Services, whether by direct entry, submission, email or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions/feedback, will be treated as non-confidential and non-proprietary and will become the property of GritWell and/or the Practitioners (“User Content”).

Except as provided in our Privacy Policy or subject to any applicable laws, User Content may be used by GritWell for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting, and GritWell shall be free to use such User Content for any purpose whatsoever, including, without limitation, developing and marketing products using such information, without any compensation owed to you. You hereby grant GritWell, our service providers, our successors and assigns, and the Practitioners, the fully transferable and sublicenseable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties any data or information you submit on or through the Services for the purposes of providing Services to you, marketing Services to you, conducting research or analyses of such data, and designing, developing, implementing, modifying and/or improving new, current or future features, products and services of GritWell using such data. You understand that any User Content you publish in public forums will be viewable and copyable by other users of the forum and potentially the public at large.

WITHOUT LIMITATION OF THE FOREGOING, GRITWELL DOES NOT ASSUME RESPONSIBILITY OR LIABILITY FOR THE USER CONTENT FOUND IN ANY PUBLIC FORUM, NOR FOR ANY CLAIMS, DAMAGES OR LOSSES RESULTING FROM ANY USE OF ANY PUBLIC FORUM OR THE USER CONTENT CONTAINED THEREIN.

GritWell has no obligation to screen, preview, monitor or approve any User Content or Practitioner Content, or content posted or submitted by any other GritWell user. However, you acknowledge, consent, and agree that we may access, monitor, preserve, and disclose your information and/or any User Content or Practitioner Content, if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by law or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process; (2) to enforce these Terms of Use, our Privacy Policy, or other contracts with you, including investigation of potential violations thereof; (3) to respond to claims that any content violates the rights of third parties; (4) to respond to your requests for customer service; and (5) to protect the rights, property, or personal safety of GritWell, its agents and affiliates, its users, Practitioners, and the public. This includes exchanging information with other companies and organizations for fraud protection, and spam/malware prevention, and similar purposes.

10. Consent to Electronic Communications.

By providing us with your email address or telephone number, you consent to receive electronic communications from GritWell and Practitioners (e.g., via email, text (SMS) message, or by posting notices to the Services). These communications may include information from your Providers and other transactional or administrative information. You agree that any notices, agreements, disclosures, or other communications sent through the Services electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. You may opt-out of receiving text messages at any time by texting “STOP” to the message received, from the mobile device that is subscribed to receive the text messages. After you send the text message “STOP” to us, we may send you one final text message to confirm that you have been unsubscribed.

You also understand that while GritWell takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from GritWell are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk. By enrolling in text message or email communications, you consent to sending text messages and emails to GritWell, and receiving text messages and emails from GritWell, that are not encrypted.

We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

11. Third-Party Links and Features on the Services.

The Services may contain hyperlinks, plug-ins, products, or features operated by third parties (“Third-Party Services”). Such Third-Party Services are not under our control and we are not responsible for the information, products or services described by, or for the content or features of any such Third-Party Services. We are providing these Third-Party Services to you only as a convenience, and the inclusion of any Third-Party Services does not necessarily imply endorsement of the Third-Party Services or any association with its operators. Your use of these Third-Party Services is at your own risk, and 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 Third-Party Services. You may have arrived at the Services through a Third-Party Service, and you understand and agree that we are not responsible for the information, products or services described on those Third-Party Services and only these Terms will apply to your use of or access to the Services.

12. Termination.

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

GritWell may terminate or suspend any of the rights granted by these Terms and your access to and use of the Services with or without prior notice, for any reason, and at any time, including for violations of these Terms. The following provisions survive the expiration or termination of these Terms for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

Subject to applicable law, GritWell reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or content destruction policies. After such termination, GritWell will have no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold GritWell harmless from any and all liability that GritWell may incur therefore.

13. Disclaimer of Warranties.

We aim to support you in reaching your health goals, but ultimately your success depends primarily on your own efforts. We cannot and do not guarantee that you will attain a particular result, and you understand that results differ between individuals. As with any health-related program or service, your results may vary, and will be based on many variables, including but not limited to, your individual capacity, life experience, unique health and genetic profile, starting point, expertise, and level of commitment.

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GRITWELL AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, AND PRACTITIONERS (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 MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GRITWELL NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SERVICES, SERVICES CONTENT, AND USER CONTENT. FURTHERMORE, GRITWELL 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 GRITWELL DISCLAIMS ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION, OR YOUR RELIANCE ON ANY SUCH CONTENT, MATERIAL, AND/OR INFORMATION.

14. Limitation of Liability.

YOU UNDERSTAND THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL GRITWELL, ITS RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SERVICES OR ANY SERVICES CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. THIS IS TRUE EVEN IF GRITWELL OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GRITWELL OR ITS RELATED PERSONS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE, THE GREATER OF (I) ONE HUNDRED DOLLARS ($100), OR (II) THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages as described in this section. Accordingly, some of these limitations may not apply to you. If you are a resident of a U.S. state that permits the exclusion of these warranties and liabilities, then the limitations in this section specifically do apply to you.

15. Indemnification.

You agree to defend, indemnify and hold harmless GritWell, its subsidiaries, its affiliates, and all of their directors, officers, employees, contractors (including Practitioners), licensors, suppliers, representatives, proprietors, partners, shareholders, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any and all third-party suits, actions, claims, proceedings, liabilities, demands, losses, damages, judgments, fees, or penalties, and the cost to investigate and defend against them (including reasonable attorneys’ fees) arising out of or relating to (1) your access to or use of, or activities in connection with, the Services or items or services made available through the Services, (2) your breach or alleged breach of these Terms, or (3) your fraud, violation of law, negligence, or intentional misconduct. GritWell reserves the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.

1. Dispute Resolution and Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND GRITWELL TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM GRITWELL. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GRITWELL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

We want to address your concerns without needing a formal legal case, so we have included a tiered dispute resolution process. This Dispute Resolution section may be modified by written agreement between you and Gritwell.

Informal Dispute Resolution. Before filing a claim against Gritwell, you agree to try to resolve the dispute informally by contacting [email protected]. If a dispute is not resolved within thirty (30) days after submission, you may bring a formal proceeding, as outlined below.

AGREEMENT TO ARBITRATE

We want to addreYou agree that any disputes that you and we are unable to resolve informally will be settled by binding arbitration, except that you and we each retain the right to bring an individual action in small claims court. You will also have the right to litigate any other dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at [email protected] within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use the Services. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any dispute except as expressly set forth above. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in the State of Delaware. All other claims will be arbitrated.ss your concerns without needing a formal legal case, so we have included a tiered dispute resolution process. This Dispute Resolution section may be modified by written agreement between you and Gritwell.

Arbitration Rules.  The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Governing Law; Dispute Resolution; Arbitration” section. (The AAA Rules are available at https://www.adr.org/Rules.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process.  A Party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. The Arbitration shall be held either: (i) at a location determined by AAA pursuant to the AAA Rules (provided that such location is reasonably convenient for you and does not require travel more than 100 miles from your home or place of business); (ii) at such other location as may be mutually agreed upon by you and us; or (iii) via videoconference. If your claim does not exceed $10,000, then the arbitration will be conducted solely based on the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrators Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Disclaimers and Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Changes. Notwithstanding anything to the contrary in these Terms, if we change this “Dispute Resolution” section after the date you accepted these Terms or access our Services, you may reject any such change by sending us written notice (including by email to [email protected]) within 30 days of the date such change became effective, as indicated in the “Last Updated” date listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you accepted this these Terms or accessed our Services.

No Class Actions. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

2. General Terms.

Governing Law. These Terms shall be governed by the laws of the State of Delaware without reference to its conflict of laws provisions.

No waiver. No waiver by GritWell of any term or condition set forth in these Terms 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 GritWell to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

No agency relationship. Neither these Terms, nor any Services Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

Remedies. You agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that may 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.

Assignment. You may not assign any of your rights under these Terms, and any such attempt will be null and void. GritWell and its affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms if some or all of the business of GritWell is transferred to another entity by way of merger, sale of its assets, or otherwise.

Headings. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.

Entire Agreement. This is the entire agreement between you and GritWell relating to the subject matter herein and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with GritWell.

1. Contact.

If you have questions or comments about these Terms, please contact us by email at [email protected], by phone at 415-583-8655, or by mail at 2861 Webster Street, San Francisco, CA 94123.