Carbon Health Technologies Terms of Use<\/h1>\n

These Terms were last updated on Feb, 9 2021<\/p>\n

Agreement to Terms of Use<\/p>\n

These Carbon Health Technologies Terms of Use (\u201cTerms\u201d or \u201cAgreement\u201d) govern your use of our online interfaces
\nand properties (e.g., websites and mobile applications) owned and controlled by Carbon Health Technologies,
\nInc., including the carbonhealth.com website and the Carbon Health Technologies mobile application
\n(collectively, the \u201cSite\u201d), as well as the services (\u201cServices\u201d) available to users through the Site. Carbon
\nHealth Technologies, Inc. (\u201cCarbon Health Tech,\u201d \u201cwe,\u201d \u201cus,\u201d and \u201cour\u201d) contracts with Carbon Health Medical
\nGroup of Florida, P.A., Carbon Health Medical Group, Inc., Direct Urgent Care, Inc., Carbon Health Medical Group
\nof New Jersey, P.A., Carbon Health Medical Group of Kansas, P.A. and Djavaherian Medical Practice, PLLC
\n(collectively, \u201cCarbon Health Medical\u201d) to assist them in the provision of online telehealth medical
\nconsultations and secure messaging between Carbon Health Medical physicians and other healthcare professionals
\n(individually the \u201cProvider\u201d and collectively the \u201cProviders\u201d) and their patients. (See below for supplemental
\nterms applicable to Providers.) The professional medical services (which are provided by Carbon Health Medical)
\nand the non-clinical Site services (which are provided by Carbon Health Tech) are collectively referred to in
\nthis Terms as the \u201cServices\u201d. The terms \u201cyou\u201d and \u201cyour\u201d means you, your dependents if any, and any other person
\naccessing your Carbon Health Technologies Account.<\/p>\n

Your acceptance of, and compliance with, these Terms is a condition to your use of the Site and Services and
\npurchase of Products. By clicking \u201caccept\u201d or otherwise using our Site and Services, you acknowledge that
\nyou have read, understand, and accept all terms and conditions contained within these Terms, the Notice of Privacy Practices<\/a> provided to you by the Carbon Health
\nMedical, and our Privacy Policy<\/a>. If you do not agree to be bound by these
\nterms, you are not authorized to access or use this Site or Services; promptly exit this Site.<\/b><\/p>\n

Binding Arbitration.<\/b> These Terms provide that all disputes between you and Carbon Health Technologies that
\nin any way relate to these Terms or your use of the Site will be resolved by BINDING ARBITRATION. ACCORDINGLY,
\nYOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your
\nrights under these Terms. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and
\nyour claims cannot be brought as a class action. Please review the Section below entitled Binding
\nIndividual Arbitration<\/u><\/b> for the details regarding your agreement to arbitrate any disputes with
\nCarbon Health.<\/p>\n

Changes to Terms<\/p>\n

We have the right to change or add to the terms of this Agreement at any time by posting the amended Terms on
\nCarbon Health Technologies websites and\/or mobile applications (collectively, the \u201cSite\u201d). In accordance with
\nour Notice of Privacy Practices<\/a> (\u201cHIPAA Privacy Practices<\/a>\u201d, \u201cNotice of HIPAA Privacy Practices<\/a>\u201d), changes to these Terms will not
\nweaken the privacy protections applied to your Protected Health Information without your being notified. Any use
\nof the Services after our publication of any such changes shall constitute your acceptance of the Terms as
\nmodified. However, any Dispute that arose before the modification shall be governed by the Terms (including the
\nbinding individual arbitration clause) that was in place when the Dispute arose.<\/p>\n

Carbon Health names and logos and all related product and service names, design marks, and slogans are the
\ntrademarks or service marks of Carbon Health. All rights are reserved. You are not authorized to use any Carbon
\nHealth name or mark in any advertisement, publicity or in any other commercial manner without prior written
\nconsent of Carbon Health. All other trademarks appearing on the Site are the property of their respective
\nowners.<\/p>\n

Security<\/h4>\n

We have implemented technical and organizational measures designed to secure your personal information from
\naccidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that
\nunauthorized third parties will never be able to defeat those measures or use your personal information for
\nimproper purposes. You acknowledge that you provide your personal information at your own risk.<\/p>\n

Representation and Warranties<\/h4>\n

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; and (b) your use of this
\nSite will be in compliance with these Terms.<\/p>\n

No Warranties<\/h4>\n

USE OF THIS SITE AND THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
\nSITE AND SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
\nLIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO
\nADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CARBON HEALTH, CARBON HEALTH MEDICAL, OR
\nOTHERWISE THROUGH THIS SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING
\nTHE FOREGOING, CARBON HEALTH, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES,
\nAFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT;
\nTHAT THIS SITE WILL MEET YOUR REQUIREMENTS; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION,
\nUNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THIS SITE IS FREE OF VIRUSES OR
\nOTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS SITE IS
\nDOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA
\nTHAT RESULTS FROM SUCH DOWNLOAD.<\/p>\n

CARBON HEALTH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE
\nADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THIS SITE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN
\nANY BANNER OR OTHER ADVERTISING, AND CARBON HEALTH WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION
\nBETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.<\/p>\n

Indemnity<\/h4>\n

BY VISITING THIS SITE OR USING THE SERVICES, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CARBON HEALTH,
\nCARBON HEALTH MEDICAL, THE PROVIDERS AND ANY AFFILIATED CARBON HEALTH ENTITY, ITS OFFICERS, DIRECTORS,
\nEMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES (COLLECTIVELY \u201cCARBON HEALTH PARTIES\u201d) FROM AND AGAINST ALL
\nCLAIMS, ACTIONS, DEMANDS, LIABILITIES, JUDGMENTS, SETTLEMENTS, COSTS, LOSSES, DAMAGES, TAX ASSESSMENTS,
\nPENALTIES, INTEREST AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS\u2019 FEES) ARISING OUT OF ANY
\nDIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR ANY OTHER CLAIM YOU OR A THIRD
\nPARTY MAY INCUR IN CONNECTION WITH YOUR USE OR MISUSE OF THIS SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION,
\nANY CLAIMS FOR DEFAMATION, VIOLATION OF PUBLICITY OR PRIVACY, COPYRIGHT OR TRADEMARK INFRINGEMENT RESULTING FROM
\nYOUR SUBMISSIONS OF ANY USER CONTENT, TAGGED CONTENT OR OTHER MATERIALS, ANY ECONOMIC HARM, LOST PROFITS,
\nDAMAGES TO BUSINESS, DATA OR COMPUTER SYSTEMS, OR ANY DAMAGES RESULTING FROM RELIANCE ON ANY CONTENT OR
\nRESULTING FROM ANY INTERRUPTIONS, WORK STOPPAGES, COMPUTER FAILURES, DELETION OF FILES, ERRORS, OMISSIONS,
\nINACCURACIES, DEFECTS, VIRUSES, DELAYS OR MISTAKES OF ANY KIND, EVEN IF YOU HAVE PREVIOUSLY ADVISED CARBON
\nHEALTH OF THE POSSIBILITY OF SUCH CLAIM.<\/p>\n

Limitation of Liability and Damages<\/h4>\n

CARBON HEALTH SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF CARBON HEALTH MEDICAL OR THE PROVIDERS. YOUR SOLE
\nREMEDY FOR DISSATISFACTION WITH THE SITE AND ANY OF ITS SERVICE IS TO STOP USING THE SITE OR SERVICE. YOU AGREE
\nTHAT UNDER NO CIRCUMSTANCE SHALL ANY OF CARBON HEALTH PARTIES BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE
\nOR INABILITY TO USE THIS SITE, THE SERVICES, OR THE MATERIALS ON THIS SITE. THIS PROTECTION COVERS CLAIMS BASED
\nON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS ALL LOSSES AND
\nCLAIMS OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, RELIANCE,
\nCONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, PERSONAL INJURY\/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES
\nRESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF
\nLIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF CARBON HEALTH TO YOU WITH RESPECT TO YOUR USE OF THIS
\nSITE IS $50 (FIFTY DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT
\nLIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.<\/p>\n

Supplemental Terms Applicable to Providers<\/h3>\n

These supplemental terms apply to Providers in addition to the other provisions of these Terms. In the event of a
\nconflict between the supplemental terms and any other terms herein, the supplemental terms shall prevail.<\/p>\n

To be a healthcare provider using the Site (for purposes of this Section, \u201cProvider\u201d, or \u201cyou\u201d) you must be a
\nlicensed physician, nurse practitioner, or healthcare professional contracted or employed by Carbon Health
\nMedical, and must agree to comply with all laws, medical board rules, and other rules and regulations applicable
\nto you as a Provider or otherwise. Your relationship with the Carbon Health users (including, but not limited
\nto, your Carbon Health Medical patients) is directly between you and the patient. The patient will never have a
\nphysician-patient relationship with Carbon Health. Carbon Health does not practice medicine and offers no
\nmedical services. As set forth more fully below, Provider is solely responsible for all agreements, consents,
\nnotices, and other interactions with patients and other consumers. Without limiting the generality of the
\nforegoing, Provider and Carbon Health Medical is solely responsible for all billings and collections from
\npatients and other consumers, and Carbon Health shall have no liability whatsoever to Provider with respect to
\nany amounts owed by any patient or other consumer to Provider.<\/p>\n

Carbon Health does not provide any medical advice, legal advice, or representations in any way regarding any
\nlegal or medical issues associated with Provider, goods, or services offered by Provider, including but not
\nlimited to any compliance obligations or steps necessary to comply with any state or federal laws and
\nregulations. Provider should seek legal counsel regarding any legal and compliance issues, and should not rely
\non any materials or content associated with the Services in determining Provider\u2019s compliance obligations under
\nlaw. Provider and Carbon Health agree that Carbon Health is not providing to customers, patients, or anyone
\nelse, medical advice or legal advice. THE CARBON HEALTH SITE AND THE SERVICES ARE NOT MEANT TO SUBSTITUTE OR
\nMODIFY YOUR PROFESSIONAL JUDGMENT IN ANY WAY.<\/p>\n

Provider will use the Site and Services only in accordance with applicable standards of good medical practice.
\nWhile software products such as the Site and Services can facilitate and improve the quality of service that
\nProvider can offer patients, many factors, including but not limited to the provider\/patient relationship can
\naffect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is
\noften difficult or impossible to accurately determine what the factors were and in what proportion they affected
\nan outcome. Provider shall be solely responsible for its use of the Site and Services, and the provision of
\nmedical services to Provider\u2019s patients. In this regard, Provider releases Carbon Health and waives any and all
\npotential claims against Carbon Health as a result of Provider\u2019s use of the Site and Services, and the provision
\nof services to Provider\u2019s patients.<\/p>\n

As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to
\ndefend, indemnify and hold Carbon Health harmless from any claim by or on behalf of any patient of Provider, or
\nby or on behalf of any other third party or person claiming damage by virtue of a familial or financial
\nrelationship with such a patient, which is brought against Carbon Health, regardless of the cause if such claim
\narises for any reason whatsoever, out of Provider\u2019s use or operation of the Site and Services. To the extent
\napplicable, Provider will obtain Carbon Health\u2019s prior written consent to any settlement or judgment in which
\nProvider agrees to any finding of fault of Carbon Health or defect in the Site or Services. Carbon Health will
\npromptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with
\nthe information reasonably required for the defense of the same, and grant to Provider exclusive control over
\nits defense and settlement.<\/p>\n

If you submit, upload, transmit, or post any consents, notices, advice, recommendations, comments, files, videos,
\nimages, or other materials to us or our Site (\u201cEnd User Content\u201d) or provide any End User Content to patients or
\nother consumers, you agree not to provide any End User Content that (a) is defamatory, abusive, libelous,
\nunlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage
\ncriminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade
\nsecrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any
\nother harmful component. End User is solely responsible for obtaining all necessary agreements and consents
\nfrom, and providing all required notices to, patients and other consumers. You agree not to contact other users
\nthrough unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and
\nwarrant to Carbon Health Technologies that you have the legal right and authorization to upload all End User
\nContent at the Site. Carbon Health shall have a royalty-free, irrevocable, transferable right and license to use
\nthe End User Content however Carbon Health desires, including without limitation, to copy, modify, delete in its
\nentirety, adapt, publish, translate, create derivative works from or sell or distribute such End User Content or
\nincorporate such End User Content into any form, medium, or technology throughout the world. Carbon Health
\nTechnologies is and shall be under no obligation: (i) to maintain any End User Content in confidence; (ii) to
\npay to you any compensation for any End User Content; or (iii) to respond to any End User Content.<\/p>\n

Carbon Health Technologies does not regularly review End User Content but does reserve the right (but not the
\nobligation) to monitor and edit or remove any End User Content submitted to the Site. You grant Carbon Health
\nthe right to use the name that you submit in connection with any End User Content. You agree not to use a false
\nemail address, impersonate any person or entity, or otherwise mislead as to the origin of any End User Content.
\nYou are and shall remain solely responsible for the content of any End User Content you post to the Site or
\nprovide to patients or other consumers. Carbon Health Technologies and its affiliates take no responsibility and
\nassume no liability for any End User Content submitted by you or any third party.<\/p>\n