Terms and Conditions: Ada Health COVID-19 User Journey Platform

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 Platform (as defined below) and any related services, and products. Please read these Terms carefully before you use the Platform. 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 Platform is intended to facilitate the User’s access to the Questionnaire (as defined below in Section 2 “Definitions”) as well as options to consult independent healthcare providers outside of our Platform.  Once User leaves the Ada Health Platform (as defined below), User will no longer be subject to these Terms and may be governed by the terms and conditions of the third party website.  This Platform facilitates the User’s access as well to Telehealth Services (as defined below in Section 2 “Definitions"), whereby a User can (i) remotely use the Questionnaire; (ii) a qualified healthcare professional can remotely assess the User, (iii) determine whether the User is eligible for authorized oral prescription treatment for COVID-19, and (iv) if appropriate, issue a prescription for such treatment and transmit such prescription to the User’s preferred pharmacy for fulfilment. For the avoidance of doubt, Telehealth Services are provided by both independent healthcare providers and Partner Telehealth Provider, and such services occur on third party websites, where the terms and conditions of the respective provider may apply.

The Platform, as well as the Questionnaire (as defined below in Section 2 “Definitions”), are 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, the Website, together, the “Platform”). Additionally, the Telehealth Services (as defined in Section 2 “Definitions”) are provided to you by the Telehealth Service Provider, in conjunction with its Telehealth Physician Group (both defined below in Section 2 “Definitions”, with the Telehealth Service Provider, together with its accompanying Telehealth Physician Group collectively referred to as the “Partner Telehealth Provider”). The Partner Telehealth Provider is a remote, internet-accessible healthcare provider located within the United States that can be booked via the Platform or other Supporting Technology and that offers online healthcare services within the United States in its own name and on its own behalf directly to the User. Additionally, if selected by the User, our Partner Pharmacy (as defined below in Section 2 “Definitions”) and the User selected Pharmacy (as defined below in Section 2 “Definitions) fulfil prescriptions issued and transmitted by the Partner Telehealth Provider during Telehealth Consultations (as defined in Section 2 “Definitions”) in its own name and on its own behalf directly to the User, ensuring that prescribed authorized COVID-19 oral prescription treatments are delivered to the User or available for collection at its locations, in accordance with the User’s preference. The financial sponsor of the Questionnaire and this COVID-19 User Journey is Pfizer Inc., a company incorporated in Delaware, with its registered office at 235 E. 42ND ST New York NY 10017 (“Sponsor”).

These Terms shall be applicable, inter alia, to Digital Services (as defined in Section 2 “Definitions”) provided by us to the User, as well as the User’s general use of this Platform and the Questionnaire.

PLEASE NOTE THAT INFORMATION DISPLAYED DURING PLATFORM AND QUESTIONNAIRE USAGE DOES NOT PROVIDE MEDICAL ADVICE. PLEASE BE AWARE THAT WE PROVIDE THE QUESTIONNAIRE SOLELY FOR INFORMATIONAL PURPOSES. THE QUESTIONNAIRE IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. YOU SHOULD NOT USE THE QUESTIONNAIRE FOR SELF DIAGNOSIS, NOR FOR TREATING A HEALTH PROBLEM BY YOURSELF. IN CASE OF AN EMERGENCY, YOU SHOULD CONTACT EMERGENCY SERVICES IMMEDIATELY.

PLEASE BE AWARE THAT THE TELEHEALTH SERVICES ARE PROVIDED BY EITHER THE PARTNER TELEHEALTH PROVIDER OR A THIRD PARTY TELEHEALTH PROVIDER ON THE APPLICABLE ENTITIY’S DIGITAL ENVIRONMENT, WHICH IS SEPARATE FROM THIS ADA PLATFORM. NEITHER THE PARTNER TELEHEALTH PROVIDER DIGITAL ENVIRONMENT NOR THAT OF A THIRD PARTY TELEHEALTH PROVIDER IS PART OF THESE TERMS. SEPARATE TERMS AND CONDITIONS OF PARTNER TELEHEALTH PROVIDER, PARTNER PHARMACIES OR OTHER THIRD PARTIES MAY APPLY TO THE USER ONCE THE USER HAS LEFT THE ADA DIGITAL ENVIRONMENT AND HAS ENTERED THE PARTNER TELEHEALTH PROVIDER, PARTNER PHARMACIES’ OR OTHER THIRD PARTY’S DIGITAL ENVIRONMENT.

By accessing or using the Platform and the 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 the Platform and the 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 all of the information you have provided through the Platform and the Questionnaire is true, accurate and complete. 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 the Platform and the Questionnaire will be subject to the most current version of these Terms. Your continued use of the Platform and the 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:

2.1. “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.

2.2. “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.

2.3. “Ada Health Group of Companies” shall mean Ada Health GmbH and its consolidated subsidiaries.

2.4. “Asynchronous Consultation” shall mean a non-simultaneous online consultation that is initiated and mediated by us between the User and the Telehealth Physician Group and that is performed by a Clinician solely within the framework of the Questionnaire (it may include further written correspondence between the Clinician and the User).

2.5. “Clinician” shall mean a licensed and registered physician, nurse practitioner or other healthcare provider allowed to perform Telehealth Consultations within the construct of the Telehealth Physician Group.

2.6. “Digital Services” shall mean internet pages as well as any product and health services and/or other services and/or content provided and/or offered to Users on or via the Platform, including all texts, information as well as all image and audio material provided via the internet page.

2.7. “DMCA” shall mean the Digital Millennium Copyright Act, as amended from time to time.

2.8. “Partner Pharmacy” shall mean [Honeybee Health, Inc., a Delaware C Corporation with principal place of business at 3515 Helms Avenue, Culver City, California 90232, United States], a provider of Pharmacy Services.

2.9. “Partner Telehealth Provider” shall mean, collectively, the Telehealth Service Provider and its accompanying Telehealth Physician Group.

2.10. “Partner Telehealth Provider Digital Environment” shall mean the online platform operated by the Partner Telehealth Provider.

2.11. “Pharmacy” shall mean a pharmacy located in the United States (that is not the Partner Pharmacy) that is chosen by the User(s) via the Partner Telehealth Provider Digital Environment as the pharmacy of choice to collect and/or deliver the authorized oral prescription treatment for COVID-19 prescribed during the User’s Telehealth Consultation, and provides Pharmacy Services.

2.12. “Pharmacy Services” shall mean the fulfilment of prescriptions and the dispensing of prescribed authorized COVID-19 oral prescription treatment, either via delivery to User or collection by the User.

2.13. “Platform” shall mean both the Ada App and the Website, together.

2.14. “Platform Usage” shall mean the User’s use of the Platform and the services provided thereon. For the avoidance of doubt, Platform Usage does not include Telehealth Services.

2.15. “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).

2.16. “Supporting Technology” shall mean the services provided by the Partner Telehealth Provider and Partner Pharmacy available to Users.

2.17. “Synchronous Consultation” shall mean a real-time telephone consultation between the User and the Partner Physician Group and that is performed by a Clinician with the User.

2.18. “Telehealth Consultation” shall mean a Synchronous Consultation or Asynchronous Consultation.

2.19. “Telehealth Physician Group” shall mean SteadyMD Physician Group, P.C., a Missouri professional corporation and its affiliated entities.

2.20. “Telehealth Service Provider” shall mean SteadyMD, Inc., a Delaware corporation with registered address at 70 Arundale Place, Clayton, Missouri 63105, USA.

2.21. “Telehealth Services” shall mean the health services provided by our Partner Physician Group, including without limitation (i) Telehealth Consultations by Clinicians, including personal assessments of eligibility for authorized COVID-19 oral prescription treatment, (ii) potential issuance of prescriptions of authorized COVID-19 oral prescription treatment by Clinicians and (iii) transmission of such prescriptions by Partner Physician Group to the Partner Pharmacy or User’s Pharmacy of choice.

2.22. “Terms” shall mean these Terms and Conditions.

2.23. “Website” shall mean the Ada Health website https://ada.com.

3. Materials on the platform are not professional advice

Except as otherwise described in this Section 3, all materials available on the Platform and in the Questionnaire, including all data, information, text, graphics, links, and other material made available to you on the Platform and in the Questionnaire, are provided as a convenience to you and other Users. All information provided on the Platform and in the 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 the Questionnaire or other sites linked to or from it.

4. Notes on the processing of your personal information

Some links on the Platform direct the User to a third party’s  digital environment, whereby you may be subject to such third party’s own privacy policies, as well as terms and conditions. For more information on the data processing on Ada’s Website see our Privacy Policy. If you have difficulty understanding any aspect of the processing of your personal information, please contact us at [email protected] and we can explain what it means for you.

5. Downloadable files and emails

Ada cannot and does not guarantee or warrant that email or files available for downloading from the Platform and the 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 the Questionnaire.

6. Availability of the Platform

We cannot guarantee your uninterrupted usage and enjoyment or consistent and reliable access to the Platform and the Questionnaire. We are neither liable for, nor are we responsible for, nor do we guarantee your uninterrupted, error-free access to, the Platform and the Questionnaire. Malfunctions or maintenance work may restrict or temporarily interrupt your ability to use the Platform and the 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. Special provisions regarding Telehealth Services

7.1. Independency of Partner Telehealth Provider Digital Environment

7.1.1. Partner Telehealth Provider is a fully independent entity from Ada and Sponsor and, while a partnering entity, is not a member of the Ada Health Group of Companies. Ada and Sponsor have no control or influence over the services provided by Partner Telehealth Provider or its affiliates.

7.1.2. The Partner Telehealth Provider Digital Environment is a fully independent and separate digital platform than the Ada Platform. Ada has no control or influence over the services available or any other aspect of the Partner Telehealth Provider Digital Environment. While the Partner Telehealth Provider Digital Environment is accessible via this Platform, User must be aware that once directed to the Partner Telehealth Provider Digital Environment, the User is no longer accessing our Platform and the Partner Telehealth Provider terms and conditions of use for the Partner Telehealth Provider Digital Environment shall become immediately applicable.

7.2. Independency of Telehealth Physician Group and Clinicians

7.2.1. The Telehealth Physician Group, through its Clinicians, provides Telehealth Consultations in its own name and on its own behalf.

7.2.2. The Telehealth Physician Group, through its Clinicians, makes independent medical decisions within the framework of Telehealth Consultations. Neither Ada nor Sponsor exert any influence on the treatments, prescriptions or recommendation decisions made by the Clinicians during the consultations, nor in any other areas concerning the practice of medicine.

7.3. Independency of Partner Pharmacy and Pharmacy of User’s Choice

7.3.1. The Partner Pharmacy provides its services in its own name and on its own behalf. As such, the Partner Pharmacy is a fully independent entity from Ada and Sponsor and, while a partnering entity, is not a member of the Ada Health Group of Companies or affiliated with Pfizer Inc. Ada and Sponsor have no control or influence over the services provided by the Partner Pharmacy or its affiliates.

7.3.2. Likewise, the User’s Pharmacy of choice is also a fully independent entity from Ada and Sponsor and is not a member of the Ada Health Group of Companies or Pfizer Inc. Ada and Sponsor have no control or influence over the services provided by the User’s Pharmacy of choice or its affiliates.

7.4. Independency of Third Party Healthcare Providers

7.4.1. All independent third party healthcare providers that may be selected by the User are all fully independent entities from Ada and Sponsor and are not members of the Ada Health Group of Companies or Pfizer Inc. Ada and Sponsor have no control or influence over the services provided by the User’s independent third party healthcare providers of choice or its affiliates.

8. Files and email risk

Ada cannot and does not guarantee or warrant that email or files available for downloading from the Platform or the 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 or Questionnaire.

9. Appropriate use

9.1. Location Limitation

Use of the Platform and the Questionnaire and access to the Telehealth Services as made available by Partner Telehealth Provider via the Partner Telehealth Provider Digital Environment (or as made by the User selected independent third party healthcare provider via such party’s digital environment) is only allowed from a device located in the United States of America. We make no representations regarding the appropriateness or availability of the Platform and the 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 the Questionnaire solely for your personal, non-commercial use and only as permitted under these Terms.

10. Third-Party Links

The Platform and the Questionnaire may contain links to third-party websites as a convenience to you. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Ada Health. You agree that you access any such website at your own risk, and that the website is not governed by the terms and conditions contained in these Terms. Ada Health and the Sponsor expressly disclaims any liability for these websites. Please remember that when you use our Platform and the Questionnaire, you may be linked to the Partner Telehealth Provider Digital Environment or another independent third party digital environment, all of which are fully independent websites. Your browsing and interaction on any other website, including those that have a link on our Platform and the Questionnaire, is subject to that website’s own rules and policies.

10.1. 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 the 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 the 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.

11. Prohibited use

11.1. 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, or Questionnaire or Digital Services for any purpose other than your use and access to the Platform, the Questionnaire and the Digital Services in accordance with these Terms. You uploading or attempting to upload viruses or other malicious code to the Platform, the Questionnaire or the Digital Services is expressly and strictly prohibited. We reserve all legal rights and recourse should you upload or attempt to upload malicious code to the Platform, Questionnaire or the Digital Services. 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 or from the Digital Services.

Any unauthorized use of the Platform, the Questionnaire or of the Digital Services 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.

11.2. Copyright Notice

The Platform and Questionnaire is owned and operated by Ada Health GmbH and are administered by Ada Health, Inc. The entire contents and design of the Platform and the Questionnaire are protected by U.S. and international copyright law. All rights regarding the Platform and materials contained on the Platform and the 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 the 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 the 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, the 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 the Questionnaire, including all content, and return or destroy all copies, including electronic copies, of the content in your possession or control.

11.3. 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.

11.4. 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 or Questionnaire except as generally and ordinarily permitted through the Platform and the Questionnaire according to these Terms.  You may not access or use the Platform and the Questionnaire for any commercial purposes other than as explicitly permitted in these Terms.

11.5. General Prohibition

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

12. Warranties and Liabilities

12.1. CONTRACTS BROKERED BY THE SUPPORTING TECHNOLOGY

ADA HEALTH AND THE SPONSOR DO NOT GUARANTEE THE PERFORMANCE OF THE LEGAL RELATIONSHIPS BETWEEN YOU AND THE PARTNER TELEHEALTH PROVIDER AS INITIATED AND MEDIATED BY US, OR THE PARTNER PHARMACY AS INITIATED AND MEDIATED BY THE TELEHEALTH PHYSICIAN GROUP, OR THE USER’S PHARMACY OF CHOICE AS INITIATED BY THE TELEHEALTH PHYSICIAN GROUP, AND THUS EXPLICITLY DISCLAIM TO THE FULLEST EXTENT LEGALLY PERMISSIBLE ANY LIABILITY FOR ALL MATERIAL DEFECTS OR DEFECTS IN TITLE OF THE SUPPORTING TECHNOLOGY. THE DELIVERY OF MEDICATIONS AND THE PROVISION OF THE TELEHEALTH CONSULTATIONS ARE CARRIED OUT EXCLUSIVELY BY THE RESPECTIVE PROVIDER AND FALL OUTSIDE THE SCOPE OF THESE TERMS.

12.2. NO WARRANTIES

USE OF THE PLATFORM AND QUESTIONNAIRE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND QUESTIONNAIRE ARE 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 WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ADA HEALTH, ANY AFFILIATED ADA HEALTH ENTITY, THEIR PROCESSORS, PROVIDERS, LICENSORS, SPONSORS, 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 OR QUESTIONNAIRE WILL MEET YOUR REQUIREMENTS; THAT THE PLATFORM OR 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 OR QUESTIONNAIRE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM OR 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.

12.3. LIMITATION OF LIABILITY AND DAMAGES

THE USER’S SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM AND QUESTIONNAIRE IS TO STOP USING THE PLATFORM OR 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, THE QUESTIONNAIRE OR THE MATERIALS OR DATA ON THE PLATFORM AND 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.

13. Termination of your access to the Platform and Questionnaire

We may suspend or terminate your access to the Platform and 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 or Questionnaire pursuant to its internal record retention and/or content destruction policies. After such termination, we will have no further obligation to provide you access to the Platform or 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.

14. Miscellaneaous

14.1. Applicable Law; Choice of Law

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

14.2. 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, the 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.

14.3. 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 or Questionnaire.

14.4. 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 or Questionnaire are the property of their respective owners.

14.5. Ownership

The Platform and the Questionnaire and their 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 Terms permit you to use the Platform and the Questionnaire for your personal, non-commercial use only.

14.6. 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.

14.7. 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.

14.8. 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.

14.9. Notice

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

14.10. 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.

14.11. 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.

14.12. Conflicting Terms

Anything on the Platform and the Questionnaire inconsistent or in conflict with these Terms is superseded by the provisions contained within these Terms.

14.13. Section Titles

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

14.14. 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 the Questionnaire or at a suitable place on the Platform and the 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 the Questionnaire.

14.15. 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.