- Terms of Use

Effective date: September 2024, Last Updated: September 2024

Introduction

These Terms of Use ("Terms of Use" or "Terms") are a legal contract between you ("You/Your" or "User") and Falcon Health, Inc. ("Us" or "We" or "Falcon Health", creators of the Falcon Health Software Platform (the "Platform"), and govern Your use of the Platform, and all of its content and functionality (collectively, the "Services"). By accepting these Terms of Use and using the Platform, you acknowledge that you have read, understand, and agree to these Terms and Our Privacy Policy. Any capitalized terms not defined in these Terms are defined in the Privacy Policy. IF YOU DO NOT UNDERSTAND THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE THE PLATFORM.

What is the Platform?

The Platform is a software platform that allows users identify and analyze potentially overuse medical services..

By accepting these Terms, You agree and acknowledge that We do not provide clinical, laboratory, or supplement manufacturing services. Our role is limited to supporting and facilitating Your access to these products and services via our Platform. Each third-party affiliate is responsible for the products and services provided. YOU HEREBY AGREE AND ACKNOWLEDGE THAT Falcon Health IS IN NO WAY PROVIDING DIAGNOSIS OR TREATMENT TO YOU. YOU FURTHER ACKNOWLEDGE AND AGREES THAT THE INFORMATION, PROCESSES, PRODUCTS AND OTHER ITEMS REFERENCED IN THE PLATFORM ARE NOT INTENDED AS A RECOMMENDATION OR ENDORSEMENT OF ANY COURSE OF ACTION, INFORMATION, OR PRODUCT. WE EXPLICITLY DISCLAIM THE CREATION OF A PROVIDER-PATIENT RELATIONSHIP WITH YOU.

You may access and use the Platform only in accordance with these Terms, and You agree to comply with all applicable laws, rules, and regulations, including any other policies incorporated into these Terms, such as Our Privacy Policy.

If at any time You are concerned about the care or treatment You receive from healthcare professionals affiliated with the Platform ("Providers"), please contact your primary care physician or other current treatment provider. If You believe or suspect or someone else advises You that You have a serious or life-threatening condition, call 9-1-1 in areas where that service is available, or go to the nearest emergency room.

A PROVIDER'S USE OF OUR SERVICES TO DELIVER CARE TO YOU IS NOT AN ENDORSEMENT OR RECOMMENDATION OF SUCH PROVIDER BY Falcon Health. WE DO NOT PROVIDE MEDICAL ADVICE, AND WE ARE NOT RESPONSIBLE FOR OR IN CONTROL OF THE MEDICAL ADVICE PROVIDED TO YOU BY PROVIDERS, EVEN IF SUCH ADVICE IS PROVIDED THROUGH THE PLATFORM.

THE PLATFORM CANNOT AND IS NOT DESIGNED, INTENDED OR APPROPRIATE TO REPLACE THE RELATIONSHIP YOU HAVE WITH YOUR HEALTH CARE PROFESSIONAL OR TO ADDRESS SERIOUS, EMERGENT, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES. If You have or suspect that You have an urgent medical problem or condition, please contact a qualified healthcare professional immediately. Never disregard, avoid, or delay obtaining medical advice from a doctor or other qualified healthcare professional because of something learned or instructed via the Platform. THE CONTENT ON THE SITE IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS TALK TO YOUR HEALTH CARE PROFESSIONALS FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH DRUGS, THERAPY, OR OTHER TREATMENT MAY BE APPROPRIATE FOR YOU.

HEALTHCARE PROVIDERS: Falcon Health is acting solely as a technology platform that enables You to provide healthcare services and connect with your patients. We do not supervise or direct You in Your provision of such healthcare services to your patients. We do not make any representations or warranties the medical services You are providing are suitable, reliable, timely or accurate for the patient, all of which are Your responsibility.

Who Is Eligible To Use The Platform?

You must register to create an account ("User Account") and become a "Registered User" to use the Platform. To register, You must create a username and provide Your name, Your email address, and other information specified in the registration form ("Registration Data"). You may change or correct information in Your account by contacting Falcon Health at info@falconhealth.ai. You agree not to register for a User Account on behalf of an individual other than Yourself unless You are legally authorized to bind such person to these Terms. By registering another person, You hereby represent that You are legally authorized to do so.

By registering for an account and using the Platform, You represent and warrant:

1. That You are at least 18 years old and are otherwise legally qualified to enter into and form contracts under applicable law;
2. Your Registration Data is true, accurate, current, and complete;
3. You will update Your Registration Data as needed to maintain its accuracy;
4. You are authorized to create a User Account (either for Yourself or another person);
5. You acknowledge and agree to the terms of the Privacy Policy;
6. You are legally authorized to view information accessible through the Platform;

NOTE: THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW. DO NOT USE THE PLATFORM WHERE PROHIBITED BY LAW. YOU UNDERSTAND THAT YOUR USE OF THE PLATFORM MAY INVOLVE OR REQUIRE THE TRANSMISSION OF SIGNIFICANT AMOUNTS OF DATA. YOU ARE RESPONSIBLE FOR ALL DATA CHARGES THAT MAY BE CHARGED BY YOUR WIRELESS CARRIER OR INTERNET SERVICE PROVIDER OR THAT MAY OTHERWISE ARISE FROM YOUR USE OF THE PLATFORM.

How Will We Tell You If We Change These Terms?

With the exception of the Arbitration Agreement (see "Dispute Resolution" section) included at the end of these Terms, Falcon Health reserves the right to change or modify these Terms at any time without prior notice to You. If We materially change or modify these Terms, We will let You know by

• posting a new version of the Terms to the platform and/or
• sending you a notification to the email address you provided Us in the Registration Data.

If You continue to use the Platform after we have let You know that we have made changes, You agree to be bound by the modified Terms. If You do not accept the changes, You should immediately stop using the Platform and delete all files associated with the Platform on Your computer or mobile device.

Who Owns The Platform?

Falcon Health owns the Platform, including all content and functionality You access through the platform. Subject to Your compliance with these Terms, Falcon Health grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Platform by accessing the platform via mobile device.

You may not use Falcon Health's name, trademarks, service marks, or logos, or those of third parties appearing on or affiliated with the Platform in any advertising or publicity or to otherwise indicate Falcon Health's or such third party's sponsorship or affiliation with any product or service without express written permission from Falcon Health or such third party.

You own Your Personal Data (as defined in the Privacy Policy) and any other content You submit on or through the Platform (collectively, "Content"). If you are entering someone else's information into the App, you represent and warrant that you have permission to do so. As a condition of providing You the Platform, You grant to Falcon Health a perpetual, non-exclusive, fully paid and royalty-free, transferable, sublicensable, worldwide license to use Your Content for the purpose of providing the Platform, subject to the restrictions in the Privacy Policy. You also agree to allow Us to de-identify and anonymize Your Content, in accordance with Our Privacy Policy, and to use or disclose such de-identified information for any legal purpose.

What Are You Prohibited From Doing with the Platform?

You may use the Platform only for lawful purposes and in accordance with these Terms, In addition, We impose certain restrictions on Your use of the Platform, which are highlighted below. While using the Platform, You shall not:

1. provide false, misleading or inaccurate information to Us or any other user;
2. use the Platform for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
3. impersonate or attempt to impersonate Us, one of Our employees, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
4. use or attempt to use any manual process, engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest, monitor, or otherwise collect information from the platform for any use, including without limitation, use on third-party websites, without Our consent;
5. use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to use the Platform;
6. access content or data not intended for You, or log onto a server or account that You are not authorized to access;
7. violate any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
8. attempt to probe, scan, or test the vulnerability of the platform or any associated system or network, or breach security or authentication measures without proper authorization;
9. interfere or attempt to interfere with the use or functionality of the platform by any other user, host or network, including, without limitation by means of submitting a virus, trojan horse, worm, logic bomb or other material which is malicious or technologically harmful, overloading, "flooding," "spamming," "mail bombing," or "crashing";
10. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by US, You, or any other third-party (including another user) to protect the platform;
11. attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Us in providing the Platform. Any violation of this section may subject You to civil and/or criminal liability;
12. engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Us or users of the Platform or expose them to liability, or otherwise interfere with or attempt to interfere with the proper working of the platform;
13. encourage or enable any other individual to do any of the above.

We are not obligated to monitor Your use of the Platform, but We may do so to ensure Your compliance with these Terms, and to respond to law enforcement or other government agencies if and when we are required to. Falcon Health reserves the right to suspend or terminate Your use of the Platform without notice to You if You partake in any of the prohibited uses described above.

How Should You Protect Your Login Information?

The platform is designed to require users to create a username and password to access and use the Platform. Your username and password are, collectively, Your "User Credentials." You are solely responsible for (A) maintaining the strict confidentiality of Your User Credentials, (B) not allowing another person to use Your User Credentials to access the Platform, (C) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under Your User Credentials, regardless of whether You were aware of those activities. You agree to immediately notify Us in writing by email of any unauthorized use of Your User Credentials or any other compromise of the security of Your User Account.

WE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD, EITHER WITH OR WITHOUT YOUR KNOWLEDGE. WE ARE NOT AND SHALL NOT BE LIABLE FOR ANY HARM ARISING FROM OR RELATING TO THE THEFT OF YOUR USER CREDENTIALS AND/OR ANY RESULTING ACCESS TO YOUR PERSONAL DATA, YOUR DISCLOSURE OF YOUR USER CREDENTIALS, OR THE USE OF YOUR USER CREDENTIALS BY ANOTHER PERSON OR ENTITY REGARDLESS OF WHETHER YOU WERE AWARE OF SUCH USE.

You may be held liable for any losses incurred by Falcon Health and/or its affiliates, officers, directors, and representatives ("Company Representatives") due to someone else's use of Your account or password, regardless of whether You were aware of such use.

How Do We Protect Your Privacy?

We respect Your Privacy and take Our commitment to protect Your Privacy seriously. This commitment is reflected in the way we protect the information You provide to us. Please see our Privacy Policy for an explanation of the information that we collect from You and how we use Your information. By clicking "I Agree", accessing or using the Platform, or by downloading, viewing, or uploading any of Our content through the Platform, You acknowledge and agree to the provisions of the Privacy Policy and affirm that the Privacy Policy is a part of these Terms.

By using the Platform and accepting these Terms, You acknowledge that We may share Your Personal Data with third parties, as described in the Privacy Policy, and will seek Your consent or other authorization before doing so where required by law.

By using the Platform and accepting these Terms, You acknowledge that We may share Your Personal Data with other users, including your Provider, as described in the Privacy Policy, and will seek Your consent or other authorization before doing so where required by law.

You expressly acknowledge and agree that We are neither responsible for nor liable to You or any third party for the treatment of Your Personal Data by any such individual or entity, including any collection, use, disclosure, storage, loss, theft, or misuse of Your Personal Data, whether or not such treatment violates applicable law or the third party's privacy practices.

Computer Equipment and Internet Access

You are responsible for obtaining, installing, maintaining and operating all software, hardware or other equipment (collectively, "Systems") necessary for You to access and use the Platform. This includes, without limitation, obtaining internet services, using up to date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are responsible for the data security of the Systems used to access the Platform and for the transmission and receipt of information using such Systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or Your Systems.

THERE ARE ALWAYS CERTAIN SECURITY AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND YOU EXPRESSLY ASSUME SUCH RISKS.

How Can You Opt-Out Of Receiving Emails From Us?

In providing the Platform, You may receive periodic email communications that are essential to the proper functioning and delivery of the Platform (e.g. information regarding your User Account), which are part of the Platform, and which You cannot opt out of receiving.

When such messages are sent to You via the Web Portal, you will receive an email alert indicating that a message has been received.

You may also receive periodic promotions and other offers or materials We believe might be of interest to You. You can opt-out of receiving these promotional messages at any time by changing the Communications Preferences in Settings.

Third-Party Websites

In the course of using the Platform, You may be introduced to areas or features of the Platform that allow You to access Website that do not belong to and are not controlled by Us (collectively, "Third-Party Sites"). If you choose to access one of these Third-Party Sites, you will leave our platform and be redirected to an environment owned and controlled an external third party. You acknowledge and agree that the Third-Party Sites may have different privacy policies, terms of use, user guides and/or business practices (collectively, "Third-Party Rules") than Us, and that Your use of such Third-Party Sites is governed exclusively by the respective Third-Party Rules. We provides links to Third-Party Sites to You as a convenience, and We do not verify, make any representations, or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content, application, links displayed, and/or any other activities conducted on or through such Third-Party Sites.

YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, BUSINESS PRACTICES, INFORMATION, RESOURCES, APPLICATIONS, AND OTHER CONTENT ("THIRD PARTY MATTERS") AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE THIRD PARTY MATTERS. Any reference in the Platform to any product, service, publication, institution, organization of any third-party entity, or individual does not constitute or imply Our endorsement or recommendation.

Your Representations and Warranties

You represent and warrant that Your use of the Platform will be in accordance with these Terms and all applicable laws, regulations, rules, and any Falcon Health policies and procedures We provide to You in writing. Specifically, YOU REPRESENT AND WARRANT THAT YOU ARE LEGALLY AUTHORIZED TO SHARE PERSONAL DATA (BELONGING TO YOURSELF OR OTHERS ON WHOSE BEHALF YOU ARE SUBMITTING SUCH PERSONAL DATA) WITH US.

Warranty Disclaimers & Limitation of Liability

NO WARRANTIES. THE PLATFORM IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Falcon Health EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Falcon Health MAKES NO WARRANTY THAT THE PLATFORM OR MATERIALS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Falcon Health MAKES NO WARRANTY REGARDING THE QUALITY OF THE PLATFORM OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE PLATFORM.

OU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITHIN THE platform AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION WE CANNOT ALWAYS FORESEE OR ANTICIPATE TECHNICAL OR OTHER DIFFICULTIES THAT MAY RESULT IN FAILURE TO OBTAIN DATA OR LOSS OF DATA, PERSONALIZATION SETTINGS, OR OTHER SERVICE INTERRUPTIONS. WE THEREFORE WILL NOT ASSUME RESPONSIBILITY FOR THE TIMELINESS, ACCURACY, DELETION, NON-DELIVERY OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS, OR PERSONALIZATION SETTINGS. IT IS YOUR RESPONSIBILITY TO BACKUP ANY INFORMATION YOU ENTER INTO THE platform.

YOUR RESPONSIBILITY FOR LOSS OR DAMAGE. YOU AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. YOU WILL NOT HOLD Falcon Health OR ITS THIRD-PARTY SERVICE PROVIDERS, LICENSORS OR SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS, MOBILE DEVICES, OR DATA.

LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM REMAINS WITH YOU. NEITHER Falcon Health NOR ANY OTHER COMPANY REPRESENTATIVE INVOLVED IN CREATING, PRODUCING, MAINTAINING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR APPLICATIONS, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE AND MEDICAL MALPRACTICE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Falcon Health HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.

IF YOU ARE DISSATISFIED WITH THE PLATFORM OR THESE TERMS, YOUR ONLY REMEDY IS TO DISCONTINUE USING THE PLATFORM.

YOU ACKNOWLEDGE THAT IF YOU USE THE PLATFORM DURING OR IN RELATION TO AN EMERGENT, SERIOUS, OR LIFE-THREATENING CONDITION, SUCH USE IS AT YOUR SOLE RISK. Falcon Health IS NOT LIABLE TO YOU OR ANY PERSON FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON INFORMATION OR GUIDANCE AVAILABLE THROUGH THE PLATFORM.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, Falcon Health'S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $1. ANY CLAIM ARISING FROM THE USAGE OF THE PLATFORM MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE OCCURRENCE OF THE EVENT FROM WHICH THE CLAIM AROSE.

Indemnification

You agree to indemnify, defend and hold harmless Falcon Health and its representatives from any liability, loss, claim, suit, damage, and expense (including reasonable attorneys' fees and expenses) arising out of or in any way connected with Your access to or use of the Platform, Your violation of this Agreement, or any negligent or wrongful conduct by You or related to Your account by You or any other person accessing the Platform through Your account, regardless of whether You were aware of such use. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Feedback and Who Owns It

We welcome and encourage You to provide feedback, comments, and suggestions for improvements to the Platform ("Feedback"). You may submit Feedback by e-mailing Us at info@falconhealth.ai. You acknowledge and agree that if You submit any Feedback to Us, You hereby grant to Us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable license under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.

Termination of Your Account

If You breach any of these Terms, we may suspend or disable Your account or terminate Your access to the Platform without prior notice to You. There may be other instances where We may need to terminate Your access to the Platform that are not related to any of Your actions or inactions. We reserve the right to terminate Your access to and use of the Platform at any time, with or without cause.

If You wish to terminate Your account, please contact Falcon Health at info@falconhealth.ai, immediately discontinue Your use of the Platform, and delete all files associated with the Platform from Your computer or mobile device.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS

Most user concerns can be resolved quickly and to Your satisfaction by emailing support at info@falconhealth.ai. In the unlikely event that our support team is unable to resolve a complaint You may have (or if We have not been able to resolve a dispute with You after attempting to do so informally), including but not limited to any alleged breach of these Terms, You and agree to resolve the dispute through binding arbitration in the State of California before a single arbitrator, in accordance with the rules and procedures of the American Arbitration Association and the laws of California without reference to its conflict of laws provisions . Arbitration, which is often less expensive, faster, and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief that a court can award, and may, but do not have to, award legal fees, arbitrator's fees and costs and other costs incurred by the party that does not win the dispute.

Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. Any arbitration will be strictly confidential and neither party will disclose to any person (other than necessary to carry out the arbitration) the existence of the dispute or any aspect of the dispute.

This agreement to arbitrate will not preclude You or Falcon Health from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or Falcon Health from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING "EQUITABLE RELIEF" WILL BE THE FEDERAL AND STATE COURTS LOCATED IN THE STATE OF CALIFORNIA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.

Exceptions to Agreement to Arbitrate: Falcon Health may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the App or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in the informal dispute-resolution process described above.

Notwithstanding the above, You can decline or "opt out" of the alternative dispute resolution process described above by contacting info@falconhealth.ai within 30 days of first accepting these Terms and stating that You (first and last name) decline this dispute resolution process.

YOU UNDERSTAND AND AGREE THAT, BY NOT OPTING-OUT OF THE ALTERNATIVE DISPUTE RESOLUTION PROCESS DESCRIBED, YOU WAIVE ANY RIGHT TO JURY TRIAL TO WHICH YOU MAY OTHERWISE BE ENTITLED IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS OF USE.

If You opt-out of the dispute resolution process described in this section, or if any matter is otherwise determined not to be subject to such dispute resolution process, You hereby submit to the exclusive jurisdiction of any state or federal court sitting in the State of California in any legal proceeding arising out of or relating to these Terms. You agree that any and all claims and matters arising out of these Terms, unless subject to the dispute resolution process described above, may be heard and determined in any such court, and You hereby waive any right to object to such filing on grounds of improper venue, forum non-conveniens, or other venue-related grounds, unless such objection asserts that the claim or matter in dispute is subject to determination through the dispute resolution process described above.

General Contract Terms

These Terms, the Privacy Policy, any other agreements executed between You and Falcon Health, and any other terms incorporated herein by reference, constitute the entire and exclusive understanding and agreement between Falcon Health and You regarding the use of the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Falcon Health and You regarding use of the Platform.

Governing Law

These Terms will be governed by the laws of the State of California without reference to its conflict of laws provisions.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Falcon Health's prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and of no effect. Falcon Health may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (i) by Falcon Health via email (in each case to the address that You provide); and/or (ii) by posting to the platform. For notices made by email, the notice will be effective as of the date the notice is first transmitted. You agree that any notice received from Falcon Health electronically satisfies any legal requirement that such notice be in writing. YOU ALONE ARE RESPONSIBLE FOR ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH Falcon Health IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY info@falconhealth.ai OF AN EMAIL TO THE ADDRESS WE HAVE ON FILE.

You shall give any notice to Falcon Health by email to: info@falconhealth.ai. Notice to Falcon Health shall be effective upon receipt of notice by Falcon Health

Waiver

The failure of Falcon Health to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Falcon Health. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If, for any reason, a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Severability

If any provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining provisions of these Terms remain in full force, provided that the essential terms and conditions remain valid, binding and enforceable and the economic and legal substance of the transactions contemplated by these Terms are materially preserved.

Intellectual Property Rights

"Intellectual Property Rights" means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

As between You and Us, all right, title and interest, including all Intellectual Property Rights, in the Platform, any related materials, logos, products, and documentation, and any other property or materials furnished or made available hereunder, and all modifications and enhancements thereof, belong to and are retained solely by Falcon Health or its licensors, vendors and affiliates, as applicable. All rights not expressly granted are reserved by Us. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

Contact Us

Please feel free to contact Us if You have any questions about the Terms of Use and/or any other documents referenced herein. You may contact Us at info@falconhealth.ai, or at our mailing address: 66 Sylvian Way, Los Altos, CA 94022.