TERMS OF SERVICE

1. TADHealth Terms of Service

These Terms of Service (“Terms”) govern your use of TAD Health Inc. dba TADHealth Privacy Policy and its subsidiaries, and Affiliates (collectively, “us”, “we” “our” or "TADHealth") websites. These Terms covers all TADHealth’s websites, mobile phone applications, and which include, but are not limited to, the website(s) at https://tadhealth.com/, the crisis link button API (“Button”), the TADHealth dashboard (“Dashboard”), the appointment API (“Booking”), the subscription API (“Subcriptions”), and the resources content API (“Resources”) posted or published by TADHealth on the Dashboard and our associated website (collectively, the “Service”) and any content posted or published by TADHealth on the Dashboard and specifically includes any branded website(s) or applications we have developed for any of our Affiliates (the “Sites”). For the purposes of this policy, the term “Affiliate” shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with TADHealth. TADHealth’s Privacy Policy [tadhealth.com/privacy] is hereby incorporated into these Terms. By accessing and using the Sites, User affirms that it understands and agrees to these Terms (the last modified date is found at the end of these Terms).

2. Applicability of These Terms

These Terms apply to all who use or access the Sites (“Users”). Users can be individuals, businesses, or other organizations, including educational institutions or entities through which the use of the Sites may be offered (“Institution”). By using the Sites User agree to be bound by these Terms. If the User of the Sites does not agree to these Terms, do not use the Sites. These Terms do not apply to third party sites or applications, including but not limited to medical provider pages, to which we provide access through the Sites. These sites or applications set their terms and privacy policies independent of TADHealth. Please review the terms and privacy policies of these sites and applications before using them. These Terms do not apply to services rendered by the Institution or by another health care provider (“Outside Services”). whether or not recommended by or booked through the Sites. TADHealth disclaims any and all liability arising out of or in connection with the Outside Services. TADHealth may revise and update these Terms in its sole discretion, and will post any updates to the Terms on the Sites. User’s continued use of the Sites, or any other service provided through the Sites, signifies agreement and consent to be bound by the updated Terms.

3. Access and Use of the Sites

Account Security: TADHealth employs reasonable commercial efforts to deploy and maintain reasonable administrative, physical, and technical safeguards to keep User data and other information confidential and secure. Users may be required to create their own unique account prior to gaining access to the Sites. Users shall be responsible for appropriately securing their accounts, computers, and other electronic devices accessing the Sites and for protect their passwords and other access rights to the Sites. User may not interfere with others’ legitimate access to and use of the Sites. TADHealth may monitor use of the Sites for security and technical support purposes and for validating compliance with these Terms and for any legitimate business purpose. TADHealth may at any time remove access rights to the Sites or require Users to change their passwords if TADHealth determines, in its sole discretion, that the Users use or access to the Sites poses an imminent threat to the Sites, to others’ use of the Sites, or of a violation of law. TADHealth will restore connectivity and functionality as soon as practicable after they identify and neutralize the threat and implement any measures to ensure the threat does not reoccur. User shall be responsible for ensuring that the information provided pursuant to its use of the Sites is accurate. Mobile Services: TADHealth may send push notifications, SMS/text messages, or other electronic messages to User's mobile device. User's wireless service carrier's charges, data rates, and other fees may apply. Under no circumstances will TADHealth be responsible for any internet service or wireless service carrier charges, fees, or expenses incurred by the User. If User changes or deactivates User's mobile telephone number, User agrees to promptly update User's account information to stay notified. Electronic Communications: By consenting to these Terms, User confirms that User can access electronic information and communications on the Sites or via email or mobile services and consents to receiving electronic information and communications. User gives TADHealth permission to email User information about upcoming appointments, marketing etc. communicate between users, notifications from friends, or other information pertaining the User’s use of the Sites. User agrees to keep his or her profile email address up to date so TADHealth may communicate with User. Users may change their communication preferences at any time in their account or opt-out of marketing or promotion communication by following opt-out procedures found on those communications. TADHealth’s Rights with respect to the Sites: User acknowledges that TADHealth may limit or control the use of the Sites in its discretion at any time and in any manner, including the setting or altering of data retention parameters. TADHealth may terminate accounts that it deems to be inactive. User agrees that TADHealth, its directors, officers, employees, affiliates, and assigns will not be liable to User or to any third party for any modification, suspension, or discontinuance of all or any part of the Sites, whether temporary or permanent. Prohibited Conduct: TADHealth reserves the right to investigate and take appropriate action, including legal action, against anyone who, in TADHealth's sole discretion, violates these Terms. TADHealth may also suspend or terminate the accounts of violators and report Users to law enforcement authorities. Special Notice for International Use; Export Controls: TADHealth operates in the United States (U.S.) and is not targeted to individuals who reside in the European Economic Area (EEA) or other countries outside of the U.S. Content Submitted to the Sites: The opinions and posts expressed on the Sites by Users reflect solely the opinions of the Users who post thereon and do not reflect the opinions of TADHealth. You acknowledge and agree that we have the right (but not the obligation) to monitor the Sites; to alter or remove any comments or other interactions with or on the Sites that TADHealth determines, in its sole discretion are not appropriate; and to disclose such comments and interactions and the circumstances surrounding their transmission to any third party in order to operate the Sites properly; to protect ourselves, our sponsors, Users, or other Affiliates, and to comply with legal obligations or governmental requests. If User a believes a message or posting violates these Terms, please contact TADHealth immediately at [support@tadhealth.com] so that TADHealth may consider its editing or removal. NOT A SUBSTITUTE FOR MEDICAL ADVICE. TADHealth provides the Sites and the services, information, content and/or data (collectively, “Information”) contained therein for informational purposes only. TADHealth does not provide any medical advice on the Sites, and the Information should not be so construed or used. Using, accessing and/or browsing the Sites and/or providing personal or medical information to TADHealth does not create a physician-patient relationship between User and TADHealth. Nothing contained in the Sites is intended to (a) create a physician-patient relationship, whether or not User is referred to a physician or an appointment is booked through the Sites, (b) replace the services of a licensed, trained physician or health professional or (c) be a substitute for medical advice of a licensed physician or trained health professional. User should not rely on anything contained in the Site and should consult a licensed physician licensed in all matters relating to User’s health. User hereby agree that you shall not make any health or medical related decision based in whole or in part on anything contained in the Site. The content posted on the Sites is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the Sites. TADHealth does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Sites. Reliance on any information provided by TADHealth, other Users, or medical professionals linked or booked through the Sites, is solely at User’s own risk.

4. Intellectual Property

User is granted a non-exclusive, non-transferable, revocable license to access and use the Sites. As a condition of the use of the Sites, User warrants that it will not use the Sites for any purpose that is unlawful or prohibited by these Terms. User may not use the Sites in any manner which could damage, disable, overburden, or impair the Sites, or interfere with any other party's use and enjoyment of the Sites. User may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sites. All content included as part of the Sites, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Sites, is the property of TADHealth or its Affiliates and protected by copyright and other laws that protect intellectual property and proprietary rights. User agrees to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content, and will not make any changes thereto. User will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Sites. User’s use of the Sites does not entitle User to make any unauthorized use of any protected content, and in particular, User will not delete or alter any proprietary rights or attribution notices in any content. User will use protected content solely for personal use and will make no other use of the content without TADHealth’s express written permission. User agrees that it does not acquire any ownership rights in any protected content. TADHealth does not grant User any licenses, express or implied, to TADHealth’s intellectual property or TADHealth’s licensors, except as expressly authorized by these Terms.

5. Termination

TADHealth, in its sole discretion, may suspend or terminate User's account or use of any of the Sites at any time, without notice, for any reason. User may terminate User's account at any time. Upon termination (a) User's usage rights will terminate and User must immediately cease all use of the Sites; (b) User will no longer be authorized to access User's account or the Sites; and (c) all obligations accrued prior to termination and with respect to TADHealth’s intellectual property, limited or absence of liability, indemnity rights, and rights regarding its ownership and control of the Sites will survive.

6. User Information Transmitted Through the Sites:

Except as otherwise provided in the Privacy Policy or under these Terms, User acknowledges and agrees that any comments, suggestions, ideas, feedback or other information about the Sites ("Submissions"), provided by User to TADHealth are non-confidential and TADHealth is entitled to the unrestricted use and dissemination of these Submissions, and any and all derivative works thereof, for any purpose, commercial or otherwise, without acknowledgment, accounting to, or compensation to User. If User chooses to provide Submissions, User grants TADHealth an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Submissions and derivative works thereof in any manner and for any purpose, including to improve the Sites and to create other products and services that TADHealth sells or offers for sale.

7. Third Party Websites

TADHealth may provide, or third parties may provide, links or other access to other sites and resources on the Sites. TADHealth has no control over such sites and resources and TADHealth is not responsible for and does not endorse such sites and resources. User further acknowledges and agrees that TADHealth, its directors, officers, employees, Affiliates, and assigns will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings User has with third parties found while using the Sites are between User and the third party, and User agrees that TADHealth, its directors, officers, employees, Affiliates, and assigns are not liable for any loss or claim that User may have against any such third party. User is responsible for reviewing the terms of service and privacy policies of such third party sites.

6. Indemnity and Release

To the fullest extent permitted by law, User is responsible for User's use of the Sites. User releases and agrees to indemnify and hold TADHealth and its officers, directors, employees, consultants, subsidiaries, Affiliates, assigns, and agents harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to: (a) User's unauthorized use or misuse of the Sites; (b) User's violation of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) User's violation of any rights of a third party, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between User and any third party.

8. Disclaimer of Warranties

USE OF ANY PORTION OF THE SITES IS AT USER’S OWN DISCRETION AND RISK. THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TADHEALTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITES, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TADHEALTH MAKES NO WARRANTY THAT ANY PORTION OF THE SITES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITES (A) WILL MEET USER'S REQUIREMENTS, (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, (C) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES WILL BE ACCURATE OR RELIABLE, OR (D) THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY USER THROUGH THE SITES WILL MEET USER'S EXPECTATIONS, AND TADHEALTH DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. TADHEALTH AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AFFILIATES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE TADHEALTH SITES, INCLUDING BUT NOT LIMITED TO LOSS OF OR DAMAGE TO USER'S PROPERTY, SUCH AS USER'S COMPUTER SYSTEM, MOBILE DEVICE OR DATA. TADHEALTH AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AFFILIATES ARE NO RESPONSIBLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY OUTSIDE SERVICES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

9. Limitation of Liability

TADHEALTH AND ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, THIRD PARTY SERVICE PROVIDERS, LICENSORS, OR CONTENT PROVIDERS, WILL NOT BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITES: (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (C) FOR USER'S USE OR INABILITY TO USE OR RELIANCE ON THE SITES OR ANY CONTENT OR OTHER MATERIALS AVAILABLE THROUGH THE SITES; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER'S DATA; OR (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES. UNLESS OTHERWISE PROHIBITED BY LAW, THE MAXIMUM LIABILITY OF TADHEALTH AND ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, THIRD PARTY SERVICE PROVIDERS, LICENSORS OR CONTENT PROVIDERS TO USER FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION WILL NOT EXCEED $100.00. IN STATES WHERE THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE ARE NOT ALLOWED, TADHEALTH IS RESPONSIBLE TO USER ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF ITS FAILURE TO USE REASONABLE CARE AND SKILL OR RESULTING FROM A MATERIAL BREACH OF THESE TERMS. TADHEALTH DOES NOT LIMIT LIABILITY TO USERS WHERE IT WOULD BE ILLEGAL TO DO SO. THIS SECTION DOES NOT AFFECT CONSUMER RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO USER IF USER RESIDES IN SUCH A JURISDICTION. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, TADHEALTH’S LIABILITY WILL OTHERWISE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. Governing Law

These Terms shall be treated as though they were executed and performed in Delaware and shall be governed by the laws of the State of Delaware and the laws of the United States without regard to conflict of law principles. Any claim or dispute related to the Sites or under these Terms, the Privacy Policy, and any legal notices on the Sites, must be instituted within one (1) year after the claim arose (if multiple claims, from the date the first claim arose), or be forever waived and barred. User agrees that it will bring any claims in, and submit to the exclusive jurisdiction of, the state and federal courts located in the State of Delaware.

13. Construction and Assignment

Construction. In the event that these Terms conflict with any agreement between User and TADHealth, or any additional terms of service or other agreements provided at any TADHealth physical location, these Terms shall govern. The failure of TADHealth to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision or a waiver of any subsequent breach or default such provision. If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, the parties nevertheless agree that the court or arbitrator should endeavor to give effect to the parties' intentions as reflected in that provision, and the other provisions of these Terms will remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. Throughout these Terms the use of the word "including" means "including but not limited to". User Assignment Prohibited without Prior Written Consent. User may not assign these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of TADHealth. Any attempt to assign or transfer the Terms, without such consent, will be void. TADHealth may assign or transfer these Terms, in whole or in part, without restriction and without providing notice to or obtaining consent from User. The provisions of these Terms will inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.

14. Notice for California Users

Under California Civil Code Section 1789.3, users of the Sites from California are entitled to the following specific consumer rights notice: You may contact us to resolve a complaint regarding the service or to receive further information regarding use of the service at 2618 San Miguel Drive Suite 501, Newport Beach CA, 92660 or by emailing at support@tadhealth.com. If you choose, you may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210. Information about the Department's consumer complaint process can be found on its website California Civil Code Section 1798.83 permits California residents who use the Sites to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, or if you have any questions or concerns about your California privacy rights, our Privacy Policy or our use of your Personal Information, please contact us at the address or email provided below. Please include “Privacy” in the subject line of any email or postal letter. Additional information for California residents pertaining to their privacy rights can be found in the Privacy Policy.

15. Changes to Terms

These Terms may be updated from time to time. We reserve the right to modify these Terms at any time without notice, so please review these Terms frequently. When changes are made to these Terms, we will revise the “last updated” date at the bottom of these Terms. Your continued use of the Sites after we have posted any Terms changes indicates your agreement to the changes unless you notify us otherwise. If you wish to retain a copy of these Terms, you should print a copy or save a copy for your records.

16. Contact Us

If you have any questions or comments about these Terms or if you wish to report a violation of these Terms, please e-mail us at support@tadhealth.com send us a letter at:

2618 San Miguel Drive Suite 501 Newport Beach, CA 92660

Last Modified: June 24, 2021