Ada Health COVID-19 Risk Severity and Authorized Oral Prescription Treatment Potential Eligibility Questionnaire Terms and Conditions

1. Welcome to Ada

Welcome to Ada Health (“Ada”, “we”, “us”). These Terms and Conditions (“Terms”) govern the users’ (“User(s)”, “you”, or “your”) access and use of this COVID-19 Risk Severity and Authorized Oral Prescription Treatment Potential Eligibility Questionnaire (“Questionnaire”). Please read these Terms carefully before using this Questionnaire. If you have difficulty understanding any aspect of these Terms, please contact us at [email protected] and we can explain what it means for you.

This Questionnaire, is a software application that is based on medical guidelines and information that the user can provide with the help of a digital standardized questionnaire and that is intended to indicate if, based on the responses provided, that a user meets current criteria for risk for progression to severe COVID-19 and if so, potential eligibility for authorized COVID-19 oral prescription treatment and to provide guidance for possible next steps for clinical care that can be shared with a health care provider (for the sole purpose of informing, not for the purpose of diagnosing, treating or driving clinical management) This Questionnaire provided to you by Ada Health, Inc., with a registered office at 745 5th Avenue, 5th Floor, New York City, New York 10151, USA. It is available via the Ada website (https://ada.com, the “Website”), via websites/apps of business partners of Ada Health or via the Ada app, the mobile health application that is manufactured by Ada Health GmbH, with a registered office at Neue Grünstraße 17, 10179 Berlin, Germany and distributed by Ada Health, Inc. in the USA (the “Ada App”, with the Ada App and the Website, together, the “Platform”). The financial sponsor of this Questionnaire (“Sponsor”) is Pfizer Inc., a company incorporated in Delaware, with its registered office at 235 E. 42ND ST New York NY 10017 (“Pfizer”).

PLEASE NOTE THAT THE SERVICES DO NOT PROVIDE MEDICAL ADVICE. PLEASE BE AWARE THAT WE PROVIDE THE SERVICES SOLELY FOR INFORMATIONAL PURPOSES. THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. YOU SHOULD NOT USE THE SERVICES FOR SELF DIAGNOSIS, NOR FOR TREATING A HEALTH PROBLEM. INSTEAD, THE SERVICES ARE TO BE USED IN CONSULTATION WITH A QUALIFIED HEALTH CARE PROVIDER. PLEASE SEEK THE ADVICE OF A QUALIFIED HEALTH CARE PROVIDER IF YOU ARE CONCERNED ABOUT YOUR HEALTH. IN CASE OF AN EMERGENCY, YOU SHOULD CONTACT EMERGENCY SERVICES IMMEDIATELY. ALWAYS CONSULT YOUR QUALIFIED HEALTH CARE PROVIDER IF YOU HAVE ANY QUESTIONS REGARDING ANY MEDICAL ISSUES. YOU SHOULD NEVER DISREGARD A QUALIFIED HEALTH CARE PROVIDER’S PROFESSIONAL ADVICE OR CANCEL AN APPOINTMENT WITH A QUALIFIED HEALTH CARE PROVIDER BECAUSE YOU ARE RELYING ON INFORMATION YOU HAVE RECEIVED THROUGH THE SERVICES. WE DO NOT WARRANT OR GUARANTEE THE EFFECTIVENESS OF THE SERVICES. PLEASE RELY ON ANY INFORMATION INCLUDED IN THE SERVICES AT YOUR OWN RISK.

By accessing or using this Questionnaire, you represent that you have the capacity to enter into legally binding obligations, that you are 18 years of age or older, that you are using this Questionnaire in your own name and on your own behalf, , you have your residence in the United States of America, and that to the best of your knowledge none of the information you have provided through this Questionnaire is untrue, inaccurate or incomplete. You further represent that you are to be bound by and comply with these Terms, and any other policies referenced herein.

Please note that we may change these Terms, or any other policies herein at any time and in our sole discretion. Any changes will be effective upon the posting of the revisions on our website. Your use of this Questionnaire will be subject to the most current version of these Terms. Your continued use of this Questionnaire constitutes your acknowledgment and acceptances of the changes.

The definition for capitalized terms contained in these Terms can be found in Section 2 of this document.

2. Definitions

For the purposes of these Terms, the following terms shall have the following meanings:

1. “Ada Health”, “Ada” shall mean Ada Health, Inc., with a registered office at 745 5th Avenue, 5th Floor, New York City, New York 10151, United States of America.
2. “Ada App” shall mean the health application that is manufactured by Ada Health GmbH, with a registered office at Neue Grünstraße 17, 10179 Berlin, Germany and distributed by Ada Health, Inc.
3. “Platform” shall mean both the Ada App and the Website, together.
4. “Privacy Policy” shall mean the Ada Health Privacy Policy found here.
5. “Questionnaire” shall mean the software application that is based on medical guidelines and information that the user can provide with the help of a digital standardised questionnaire and that is intended to indicate if, based on the responses provided, that a user meets current criteria for risk for progression to severe COVID-19 and if so, potential eligibility for authorized COVID-19 oral prescription treatment and to provide guidance for possible next steps for clinical care that can be shared with a health care provider (for the sole purpose of informing, not for the purpose of diagnosing, treating or driving clinical management).
6. “Terms” shall mean these Terms and Conditions.
7. “Website” shall mean the Ada Health website https://ada.com.

3. Materials on the platform or in this questionnaire are not professional advice

Except as otherwise described in this Section 3, all materials available on the Platform and in this Questionnaire, including all data, information, text, graphics, links, and other material made available to you on the Platform and in this Questionnaire, are provided as a convenience to you and other Users. All information provided on the Platform and in this Questionnaire is for general informational and educational purposes only.

You should consult your physician or other qualified healthcare provider regarding any specific questions you may have. You should never disregard professional advice or delay in seeking treatment based on the information contained on the Platform, in this Questionnaire, or other sites linked to or from it.

4. Warranties and liabilities

4.1. No warranties

USE OF THE PLATFORM AND THIS QUESTIONNAIRE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND THIS QUESTIONNAIRE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ADA HEALTH OR THROUGH THE PLATFORM AND THIS QUESTIONNAIRE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ADA HEALTH, ANY AFFILIATED ADA HEALTH ENTITY, THEIR PROCESSORS, PROVIDERS, SPONSORS, LICENSORS, MANAGERS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES) (COLLECTIVELY, "ADA HEALTH PARTIES") DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE PLATFORM AND THIS QUESTIONAIRE WILL MEET YOUR REQUIREMENTS; THAT THE PLATFORM AND THIS QUESTIONNAIRE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PLATFORM AND THIS QUESTIONNAIRE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM AND THIS QUESTIONNAIRE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

4.2. Limitation of liability and damages

THE USER’S SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM AND THIS QUESTIONNAIRE IS TO STOP USING THE PLATFORM AND THIS QUESTIONNAIRE. YOU AGREE THAT UNDER NO CIRCUMSTANCE SHALL ANY OF ADA HEALTH, ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, SPONSORS, OR LICENSORS BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE OR INABILITY TO USE THE PLATFORM, THIS QUESTIONNAIRE OR THE MATERIALS OR DATA ON THE PLATFORM AND THIS QUESTIONNAIRE. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, STATUTE, CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS ALL LOSSES AND CLAIMS OF ANY TYPE, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, GOODWILL, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

5. Notes on the processing of your personal information

We collect personal information from you during your using of the Platform and this Questionnaire, as explained in the Privacy Policy to process your usage with the Platform and this Questionnaire. You can view the Privacy Policy for this Questionnaire here, which explains how we process your personal information. Should the provisions of these Terms conflict with the terms of the Privacy Policy, the terms of the Privacy Policy shall prevail. If you have difficulty understanding any aspect of the Ada Privacy Policy, please contact us at [email protected] and we can explain what it means for you.

6. Availability of the Platform and this Questionnaire

We cannot guarantee your uninterrupted usage and enjoyment or consistent and reliable access to the Platform and this Questionnaire. We are neither liable for, nor are we responsible for, nor do we guarantee your uninterrupted, error-free access to, the Platform and this Questionnaire. Malfunctions or maintenance work may restrict or temporarily interrupt your ability to use the Platform and this Questionnaire, which we may or may not proactively inform you about. Insofar as interruptions (e.g., during maintenance work) are within our control, we endeavor to keep such interruptions as short in duration as possible.

7. Third-Party Links

The Platform and this Questionnaire may contain links to third-party sites as a convenience to you. The inclusion of any site link does not imply an approval, endorsement, or recommendation by Ada Health. You agree that you access any such site at your own risk, and that the site is not governed by the terms and conditions contained in these Terms. Ada Health expressly disclaims any liability for these sites. Please remember that when you use a link to go from our Platform and this Questionnaire to another site, our Privacy Policy is no longer in effect. Your browsing and interaction on any other site, including those that have a link on our Platform and this Questionnaire, is subject to that site’s own rules and policies.

7.1. Third-Party Links, DMCA Notice

The Digital Millennium Copyright Act (the "DMCA") provides remedies for copyright holders who believe in good faith that material appearing on the Internet infringes their rights under copyright law. If you believe in good faith that content or material on the Platform and this Questionnaire infringes a valid copyright owned by you, you (or your agent) may send Ada Health a notice requesting that the material be removed, or access to it blocked.

The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Platform and this Questionnaire should be sent to the address below.

One place to find more information is the U.S. Copyright Office Website, currently located at http://www.loc.gov/copyright. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to: Ada Health Inc., 745 5th Avenue, 5th Floor, New York, New York 10151, USA

8. Content of the Platform and this Questionnaire

Ada cannot and does not guarantee or warrant that email or files available for downloading from the Platform and this Questionnaire will be free of viruses or other code that may contaminate or destroy data on your computer. You are responsible for implementing sufficient protective procedures and checks to maintain the accuracy of your data for maintaining a data back-up or other means for the reconstruction of any lost data. Ada does not assume any responsibility or risk for damage to your computer or its files related to your use of the Platform and this Questionnaire.

9. Appropriate use

9.1. Location Limitation

You may only use the Platform and this Questionnaire from a device located in the United States of America. We make no representations regarding the appropriateness or availability of the Platform and this Questionnaire outside the United States of America.

9.2. License

We hereby grant to you a limited, non-exclusive, non-transferable right to access and use the Platform and this Questionnaire solely for your personal, non-commercial use and only as permitted under these Terms.

10. Prohibited Use

10.1. Advertising, Data Mining, Harvesting

You are prohibited from any form of advertising to other Users without our written prior consent, which we may withhold in our sole and absolute discretion. You are further expressly prohibited from reading data transmitted and received by the Platform, and this Questionnaire, for any purpose other than your use and access to the Platform and this Questionnaire in accordance with these Terms. You uploading or attempting to upload viruses or other malicious code to the Platform and this Questionnaire, is expressly and strictly prohibited. We reserve all legal rights and recourse should you upload or attempt to upload malicious code to the Platform and this Questionnaire. You will not at any time collect or harvest data or attempt to collect or attempt to harvest from any form of data from the Platform and this Questionnaire

Any unauthorized use of the Platform and this Questionnaire by you that contradicts this Section 10.1 shall be subject to all civil and criminal penalties and prosecution in accordance with the relevant statutory provisions available to us.

10.2. Copyright Notice

The Platform is owned and operated by Ada Health GmbH and are administered by Ada Health, Inc. The entire contents and design of the Platform, this Questionnaire are protected by U.S. and international copyright law. All rights regarding the Platform, this Questionnaire and materials contained on the Platform and this Questionnaire are either owned by Ada Health, are licensed to it, or are used with permission. Ada Health GmbH and its licensors retain and reserve all proprietary rights to the contents of the Platform and this Questionnaire.

You may not copy, republish, upload, post, display, transmit, or frame any of these materials without prior written consent from Ada, which may we withhold in our sole and absolute discretion. You may link to, view, download, use, display and print a single copy of the materials found on the Platform and this Questionnaire only for personal, non-commercial, and informational purposes as long as: (1) you do not alter or modify the materials in any way; (2) you include all applicable copyright, trademark and other notices and disclaimers; and (3) you do not use the materials in a way that suggests an association with Ada, any member of the Ada Health group or an affiliated entity. All such copies must include, at a minimum, the following copyright notice: "Copyright © 2022 Ada Health. All rights reserved." Any other use of the Platform and this Questionnaire or the information contained here is strictly prohibited. Ada Health may terminate the above license at any time for any reason. If you breach any of these terms, your license terminates immediately and automatically and without notice. Upon the termination of this license, you must stop using the Platform and this Questionnaire, including all content, and return or destroy all copies, including electronic copies, of the content in your possession or control.

10.3. Trademark Infringement

You are not authorized to use any Ada Health name or mark in any advertisement, publicity or in any other commercial manner without prior written consent of Ada Health, which we may withhold in our sole and absolute discretion.

10.4. Intellectual Property Infringement

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform and this Questionnaire except as generally and ordinarily permitted through the Platform and this Questionnaire according to these Terms. You may not access or use the Platform and this Questionnaire for any commercial purposes other than as explicitly permitted in these Terms.

10.5. General Prohibition

You may not access or use, or attempt to access or use, the Platform and this Questionnaire to take any action that could harm us or any third party, interfere with the operation of Platform and this Questionnaire or use the Platform and this Questionnaire in violation of applicable laws, rules, and regulations.

11. Termination of your Access to the Platform and this Questionnaire

We may suspend or terminate your access to the Platform and this Questionnaire for any or no reason at any time without notice. Subject to applicable law, we reserve the right to maintain, delete or destroy all communications and materials posted or uploaded to the Platform and this Questionnaire pursuant to its internal record retention and/or content destruction policies. After such termination, we will have no further obligation to provide your access to the Platform and this Questionnaire, except to the extent we are obligated to provide you access to your health records or continue your care due to legal or ethical obligations.

12. Miscellaneous

12.1. Applicable Law; Choice of Law

The business relations between us and you are subject to the laws of New York.

12.2. Jurisdiction

You hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, these Terms, your usage of the Platform and this Questionnaire or any other transactions contemplated hereby shall be brought in the Courts of New York, New York. You hereby irrevocably waive, in any such suit, action or proceeding, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

12.3. Disputes

If a dispute of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration. "Disputes" between you and Ada, including affiliates of Ada, are defined for the purposes of these Terms to include any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and Ada, including, but not limited to, any claims relating in any way to these Terms (including its breach, termination, or interpretation), any other aspect of our relationship, Ada advertising, and any use of the Platform and this Questionnaire.

12.4. Trademark Notice

Ada names and logos and all related product and service names, design marks, and slogans are the trademarks or service marks of Ada. All rights are reserved. All other trademarks appearing on the Platform are the property of their respective owners.

12.5. Ownership

The Platform and this Questionnaire and its entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof) are owned or used under license by Ada and are protected by United States and international copyright, trademark, trade secret, and other intellectual property or proprietary rights laws. These Term permit you to use the Platform and this Questionnaire for your personal, non-commercial use only.

12.6. Assignment

You may not assign any rights or obligations under these Terms without Ada’s prior written consent, which we may withhold in our sole and absolute discretion. Ada may assign all or part of these Terms.

12.7. Survival

All sections of these Terms which, by their nature are designed to survive expiration or termination of these Terms or our contractual relationship with one another, including, but not limited to, indemnity and limitation of liability clauses, shall survive such termination or expiration.

12.8. Waiver

No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

12.9. Notice

You agree that we may provide any and all notices to you by email, telephone, as well as by any other method.

12.10. Severability

If any of the provisions of these Terms are held unenforceable by a court or other tribunal of competent jurisdiction, then those provisions shall be limited or eliminated to the minimum extent necessary to allow the remainder of these Terms to retain their full force and effect.

12.11. Entire Agreement; Amendment

These Terms constitute and define the entire legal and contractual relationship between you and Ada as relates to the services defined herein. These Terms may not be modified except as otherwise expressly provided for in these Terms.

12.12. Conflicting Terms

Anything on the Platform and this Questionnaire inconsistent or in conflict with these Terms is superseded by the provisions contained within these Terms. Anything in these Terms that is inconsistent or in conflict with the Ada Privacy Policy (addressed in Section 5 of these Terms) is superseded by the conflicting terms in the Ada Privacy Policy.

12.13. Section Titles

The section titles in these Terms are for convenience only and have no legal or contractual effect.

12.14. Changes to these Terms

We reserve the right to change these Terms, in our sole and absolute discretion at any point in the future. We will notify you of any new or modified Terms by email at the email address you provided to us for your usage of the Platform and this Questionnaire or at a suitable place on the Platform and this Questionnaire in a timely manner. You may object to our new or amended Terms (if any). In such case, we will terminate your access to the Platform and this Questionnaire.

12.15. Contact Information

If you have difficulty understanding any aspect of these Terms, or if you have any other questions or concerns, please contact us at [email protected] for further assistance.