Payment Terms

The Terms and Conditions described herein constitute a legal agreement ("Agreement" or "Bask Payments Terms") between you or your business ("you" or "your") and Bask Health, Inc. ("Bask", "we", "us", or "our").

The Bask Payments service ("Bask Payments" or the "Payments Services") provides the following, depending on eligibility and availability: (i) payment account boarding; (ii) payment underwriting; and, (iii) payment data transmission service that helps you integrate with a payment processor (each a "Payment Processor") and other service providers, as described more fully in this Agreement. You hereby appoint us as your agent to deliver information and instructions on your behalf to a Payment Processor or other service providers.

Under the separate Terms and Conditions of Use (the "Terms and Conditions") located at bask.health/terms, Bask provides you with its online storefront, store management, access to partnerships and integrations, and other software services (collectively, the "Bask Services"). The Terms and Conditions are incorporated herein by reference and by accepting this Agreement you are also accepting them. Bask is note licensed as a bank, payment institution, or money services business, but is instead, a software company providing the Bask Services under the Terms and Conditions of Use and of the Payments Services under this Agreement.

The Payment Processor under this Agreement is either (i) Stripe, Inc. ("Stripe") or the entity of Stripe's affiliate Bridge (based on your location) ("Bridge"), or (ii) another third-party payment processor that Bask may integrate with to provide you with Payments Services, each of which may offer the services as an agent of one or more financial institutions in United States (each, a "Financial Services Provider"). The processing and settlement of transactions ("Payment Processing") is carried out by one or more Payment Processors and any of its Financial Services Providers under the separate terms of service provided by such third-party Payment Processors (the “Payment Processor Terms”).

Bask is not a party to any of the Payment Processor Terms and is not liable to you in respect thereof. By accepting this Agreement and the Payment Processor Terms provided to you by the third-party Payment Processor(s) you are agreeing to open one or more financial accounts and/or cryptocurrency wallets with each Payment Processor for Payment Processing (each a "Payment Processor Account"). We reserve the right to change the Payment Processors, subject to the terms of our agreement with each Payment Processor. In the event of any inconsistency between this Agreement and any of the Payment Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the relevant Payment Processor Terms concerning Payment Processing or the Payment Processor Account, in which case the applicable Payment Processor Terms shall prevail.

The Payment Processor's role is to accept and process payment transactions, and/or to settle funds from payment transactions, made by credit cards, debit cards and other types of cards (collectively "Cards"), cryptocurrency wallets, and other payment methods as provided under this Agreement (collectively with Cards, "Payment Methods") with respect to sales of your products and services.

If you are utilizing a Bask integration with a third- party installment payment processor (e.g., Affirm) you accept and agree to be bound by the terms of use applicable to such integration, including the terms provided by the third- party installment payment processor. Bask is not a party to such third-party terms of use and is not liable to you in respect thereof.

If you are eligible and if it’s made available by Bask, you may be able to utilize the Payments Services to enable cryptocurrency wallets as a Payment Method in order to receive cryptocurrency payments directly from your end-user customers using certain software from third-party cryptocurrency payment wallets (e.g., Coinbase). If enabled, you agree to bound by terms of use provided by the third-party cryptocurrency payment wallet(s) you are utilizing. Bask is not a party to such third-party terms of use and is not liable to you in respect thereof.

To utilize Payment Services, you must be a business located in the United States. By using the Payment Services you are confirming that you are either a legal resident of the United States or you are duly established and, if necessary, registered or licensed as a business entity authorized to conduct business in the United States.

Bask hereby grants you a non-exclusive, non- transferable, non-sublicensable, limited, revocable right to use the Payments Services (the "License"). The License shall be for the term of this Agreement only. Neither the License nor any other provision hereof shall grant any rights in the Payments Services or other intellectual property rights except the limited License of use set out above.

1. You shall not: (i) permit any third party to access the Payments Services, except as permitted herein; (ii) create derivate works based on the Payments Services; (iii) copy, frame or mirror any part of the content of the Payments Services, other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any of the Payments Services; or, (v) access the Payments Services in order to build a competitive product or service.

2. It is your responsibility to obtain your end-user customers' consent to be billed for each transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, "Visa"), MasterCard International Incorporated ("MasterCard"), American Express or other applicable Card networks' (such networks being, collectively, the "Payment Networks") payment rules (the "Payment Network Rules").

3. You are required to obey all laws, rules, and regulations applicable to your use of the Payments Services, including, without limitation, those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising. We reserve the right to not provide the Payments Services in respect of any transaction you submit that we believe, in our sole discretion, is in violation of this Agreement, any other Bask or Payment Processor agreement, or exposes you, Bask, the Payment Processors, or any other third party to actual or potential risk or harm, including, but not limited to, fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your transactions, your use of the Payments Services or your Shopify Payments Account.

You assume sole and exclusive responsibility for the use of the Payments Services. You also assume sole and exclusive responsibility for any transactions under the Payment Processor Terms and for any transactions processed through via cryptocurrency wallet(s). You are solely responsible for verifying the identity of customers and of the eligibility of a presented Payment Method used to purchase your products and services. Bask does not guarantee or assume any liability for transactions authorized and completed that may later be refunded, reversed, charged back, held or otherwise disputed. You are solely responsible for all refunded, reversed or charged back transactions regardless of the reason for, or timing of the refund, reversal, chargeback or other dispute. Bask or the Payment Processor may add or remove one or more types of Payment Networks or Payment Methods, in their sole discretion, at any time, without prior notice to you.

The Payment Processor retains sole and exclusive responsibility for Payment Processing of transactions, including the settlement of funds, but Bask will provide reasonable assistance in liaising between you and the relevant Payment Processor concerning the Payment Processing services. You assume sole and exclusive responsibility for providing customer service or support to your end-user customers for any and all issues related to your products and services, including, but not limited to, issues arising from the processing of Payment Methods through the Payments Services. You acknowledge that your end-user customers' rights to dispute transactions may vary depending on the Payment Method used and the policies of the Payment Method provider. Bask does not offer any dispute rights to your end-user customers and will not facilitate the resolution of disputes, including without limitation by accepting, investigating, or resolving your end-user customers' disputes over transactions.

You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Payments Services ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers' jurisdictions, your jurisdiction or elsewhere. We are not obligated to determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction on your behalf.

We maintain commercially reasonable administrative, technical and physical procedures to protect any and all personal data we receive regarding you and your end-user customers. You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security, and dissemination of any personal, financial, Card, Payment Method, or transaction information (collectively, "Data", and as pertains to your end-user customers, "Customer Payment Data"). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards ("PCI-DSS") and, as applicable, the Payment Application Data Security Standards ("PA-DSS"). We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.

If Bask believes that a security breach, personal data breach, or other compromise of data may have occurred, Bask may require you to have a third-party auditor that is approved by Bask conduct a security audit of your systems and facilities and issue a report to be provided to Bask and, at Bask’s discretion, to the Payment Processor, its Financial Services Provider(s), Payment Networks, and law enforcement, at your sole cost and expense.

Your privacy and the protection of your data are very important to us. You acknowledge that you have received, read in full, and agree with the terms of our Privacy Policy located at bask.health/privacy and each Payment Processor's Privacy Policy, as applicable. Our Privacy Policy is hereby incorporated by reference into this Agreement. Bask’s Privacy Policy and each Payment Processor's Privacy Policy contain important information about the collection, use, retention, and disclosure of personal data, as well as other important matters, and explain how and for what purposes we and the Payment Processor collect, use, retain, disclose and safeguard the information you provide to us. You agree that Bask’s Privacy Policy and each Payment Processor's Privacy Policy may be modified at Bask’s or the Payment Processor's option from time to time, and you will check each Privacy Policy on a regular basis. You acknowledge that the Payment Processors are required to report your business name and the name of your principals to the Member Alert to Control High-Risk merchants list of MasterCard ("MATCH List") maintained by MasterCard and accessed and updated by American Express, to the VMAS database upheld by Visa Europe, and/or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the Payment Network Rules.

1. We will at all times comply with the provisions of applicable data protection law, including the EU General Data Protection Regulation ("GDPR"), if applicable. If we process any of your personal data when performing our obligations under this Agreement, we will do so as a "data controller", as defined by the GDPR, or "business" as defined in US State privacy laws. If we process any Customer Payment Data on your behalf, we and you both agree that it is our intention that you shall be the "data controller" or "business" and we shall be the "data processor" or "service provider" in relation to that data. We shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you to us from time to time. Additionally, you acknowledge that each Payment Processor acts as a "data controller", or as otherwise agreed between you and the Payment Processor, with regards to any personal data that they may process under this Agreement and that we are not responsible for how they process such data.

2. We will notify you (within a reasonable time frame) if we receive a request from a person to have access to, or to erase that person's personal data, a complaint or request relating to your obligations under applicable data protection legislation, or any other communication relating directly to the processing of any personal data in connection with this Agreement. You acknowledge that such requests may be subject to independent legal retention or confidentiality requirements in accordance with applicable laws.

3. We will provide you with reasonable cooperation and assistance in relation to any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, helping you to comply with any data subject access requests (within the relevant timescales set out in applicable data protection legislation), and providing you with any personal data we hold in relation to a person making a complaint or request.

4. You acknowledge that we are relying on you for direction as to the extent to which we are entitled to use and process the personal data in the Customer Payment Data that you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instruction.

5. You consent to the exchange of your information between the account(s) you have established through the Bask Services and the Payments Services established under this Agreement. Bask will refer to such accounts together in this Agreement as the "Bask Payments Account".

6. You represent to us that you are in compliance with all applicable privacy laws and that you maintain a publicly accessible privacy policy that accurately discloses how you collect, use, and disclose personal data, including through the Payments Services. Additionally, you represent to us that you have obtained all necessary rights and consents under applicable law to allow us and the Payment Processor to collect, use, retain, and disclose any Customer Payment Data that you provide to, or authorize us to collect, including information that we may collect directly from you or your end-user customers and to use that data to provide the Payments Services (e.g., to process transactions and to screen for fraud or compliance purposes).

7. Further, you represent that we will not be in breach of any such laws by collecting, receiving, using, and disclosing such information in connection with the Payments Services as described in our Privacy Policy. As between the parties to this Agreement, you are solely responsible for disclosing to your customers that we will collect and process their Customer Payment Data in our supply of the Payments Services to you, and that in so doing we may transfer or possess it outside of your or their jurisdiction, and that it may be subject to disclosure as required by applicable law.

The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of the Payment Network Rules. You are required to comply with all applicable Payment Network Rules, including the Payment Network rules for Visa, MasterCard and American Express (each as updated from time to time). The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of this Agreement and/or the Payment Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend this Agreement at any time, with or without notice to you, as may be necessary to comply with the Payment Network Rules.

The Payments Services are only made available to persons in the United States that operate a business selling telehealth products and services. You may not use the Payments Services for non-commercial, personal, family, or household purposes. To use Payment Services for your business, you are required to register for it via your Bask Services onboarding. When you register, we will collect information such as your name (if you are a sole proprietor), your business or trade name, your address, email, phone number, business identification or registration number, and certain other information that we require. We may also collect personal data (including name, birthdate, and government-issued identification number) about your beneficial owners or principals. You understand that by registering for a Payment Services, you are also registering for one or more Payment Processor Account(s) under the Payment Processor Terms and that you are simultaneously providing your information to Bask for the purpose of opening a Payment Services account, and to each of the Payment Processors for the purpose of establishing your Payment Processor Account.

To verify your identity, we may require additional information, including your company registration number or business number, your HST, GST, or tax number, and, if applicable, your date of birth. We may also ask for additional information to help verify your identity and assess your business risk, including, but not limited, to business invoices, a driver's license or other government issued identification, or business license, for you or for any of the owners or principals of your business. We may ask you for your financial statements. Your failure to comply with any of these requests may result in suspension or termination of your Payment Services Account and any Payment Processor Account you may have. The Payment Processors may hold funds in your Payment Services Account while awaiting the information requested above. By accepting the terms of this Agreement, you are providing us with authorization to retrieve information about you by using third parties, including credit bureaus and other information providers.

Certain categories of businesses and business practices are prohibited from using the Payments Services ("Prohibited Businesses"). Prohibited Business and Restricted Business categories may be imposed by law or through the Payment Network Rules, or the requirements of a Payment Processor's Financial Services Providers. The types of business categories and business practices that are considered Prohibited Businesses or Restricted Businesses are provided by each Payment Processor.

You agree to pay the fees for processing that are that are set forth and collected by the applicable Payment Processor on our behalf in accordance with the Payment Processor Terms. Fees for Bask’s Services are collected by Bask pursuant to our Terms and Conditions of Use located at bask.health/legal/terms-of-service. In addition to the fees, you are also responsible for any penalties and fines imposed on you or on us by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from your use of the Payments Services in a manner not permitted by this Agreement or by such financial intermediary's rules and regulations.

As security for performance of your obligations under this Agreement, you grant us a first priority lien and security interest on all funds processed and deposited into all bank accounts, cryptocurrency wallets, or other financial accounts you designate to receive funds from the settlement of transactions (the "Payout Account"), and any other bank accounts, cryptocurrency wallets, or other financial accounts associated with your use of Payment Processing services. These security interests and liens will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you, including, without limitation, your obligation to pay any amounts due and owing to us.

To the extent permitted by law, we may collect any obligations you owe us under this Agreement by requesting that a Payment Processor deduct the corresponding amounts from a Reserve Account (as that term is defined below) or from funds payable to you arising from the settlement of transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transaction. Further, we may deduct, or request that a Payment Processor deduct, from any accounts associated with your use of Payment Services, including the applicable Payment Processor Account or Reserve Account, any amounts that you owe to us under this Agreement or any other agreement you have entered into with us or our affiliates. In accordance with the above and the Payment Processor Terms you authorize us to debit your Payout Account, without separate notice, to collect amounts you owe under this Agreement, pursuant to Payment Processor Terms.

Funds held in reserves are amounts set aside to cover chargebacks, refunds, disputes, or other payment obligations under this Agreement (the "Reserve Account"). We, in our discretion, will set the terms of any Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for a transaction are held for a period of time, or that additional amounts are held in the Reserve Account. We, in our discretion, may elect to change the terms of a Reserve Account at any time, for any reason, based on your payment processing history or as requested by the Payment Processors. We may require you to fund the Reserve Account by means of: (i) any funds payouts made or due to you for transactions submitted to the Payments Services; or, (ii) amounts available in your Payout Account by means of debiting such account; or, (iii) other sources of funds associated with your Payment Services account; or, (iv) requesting that you provide funds to us for deposit to the Reserve Account. You agree that: (i) you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account; (ii) you have no right to direct that account; (iii) you have no legal interest in those funds or that account; and, (iv) you may not assign any interest in those funds or that account.

You or Bask may elect to contest chargebacks or other disputes assessed to your account. Bask may provide you with assistance, including notifications and software to help contest your chargebacks or disputes. We do not assume any liability for our role or assistance in contesting chargebacks or disputes. You grant us permission to share records or other information required with your end-user customer, your customer's financial institution, and your financial institution to help resolve any chargeback or dispute. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible chargeback being assessed. If the chargeback or dispute is not resolved in your favor, we may recover the chargeback or dispute amount and any associated fees from you as described in this Agreement. We reserve the right, upon notice to you, to charge a fee for mediating or investigating chargebacks or disputes.

The Agreement is effective upon the date you begin using the Payment Services and continues so long as you use the Payments Services or until terminated by you or by Bask.

You may terminate this Agreement by closing your Payment Services account at any time. We may terminate this Agreement and close your Payment Services account at any time, for any reason, upon notice to you.

Upon termination we will discontinue your access to the Payments Services. You agree to complete all pending transactions, immediately remove all logos for Cards, and stop accepting new transactions through the Payments Services. You will not be refunded the remainder of any fees that you have paid for the Payments Services if your access to or use of the Payments Services is terminated or suspended. Any funds in the Financial Services Provider's custody will be paid out to you subject to the Payment Processor Terms.Termination does not relieve you of your obligations as defined in this Agreement, and a Payment Processor may elect to continue to hold any funds deemed necessary, pending resolution of any other terms or obligations defined in this Agreement, including, but not limited to, chargebacks, disputes, fees, refunds, or other investigations or proceedings. Termination of this Agreement will not necessarily terminate your Terms and Conditions of Use for Bask Services, unless Bask determines otherwise.

The Payments Services are licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Payments Services are protected by copyright, trade secret, and other intellectual property laws. We own the title, copyright, and other worldwide intellectual property rights in the Payments Services. You may choose to, or we may invite you to submit comments or ideas about the Payments Services, including, without limitation, about how to improve the Payments Services or our products ("Feedback"). By submitting any Feedback you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

You represent and warrant to us that: (i) if you are a sole proprietor, you are at least eighteen (18) years of age or, if you are a corporation or other entity, that the person entering into this Agreement on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to this Agreement; (ii) you are eligible to register and use the Payments Services and have the right, power, and ability to enter into and perform under this Agreement; (iii) the name identified by you when you registered is your name or business name under which you sell goods and services and the information that you have provided to us is accurate and complete; (iv) you are not engaged in any unlawful business and will not use the Payment Services for such purposes.

Insofar as Bask becomes liable to a Payment Processor or any other third party for any penalties, fines, fees, or other liabilities under or in respect of the Payment Processor Terms, the Payments Services, the Payment Processing services, or the Payment Network Rules, you agree to indemnify and hold Bask harmless from and against any and all such liabilities. You further agree to indemnify and defend Bask, our affiliates, and their respective employees, agents and service providers (each, a "Bask Entity") against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a "Claim") brought by a third party against a Bask Entity, and you agree to fully reimburse the Bask Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any fees, fines, penalties, disputes, reversals, returns, chargebacks (as such terms are defined in the Payment Processor Terms), or any other liability we incur that results from your use of the Payments Services; (iii) negligent or willful misconduct of your owners, employees, contractors, or agents; (iv) contractual or other relationships between you and your customers; or, (v) third-party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including, but not limited to, indemnification of any Payment Processor or any Payment Network. If you are liable for any amounts owed to us, we may immediately remove such amounts from a Reserve Account and deduct the amounts owed to us from such Reserve Account funds. If you do not have sufficient funds in a Reserve Account to cover your liability, you will be required to immediately add additional funds to such Reserve Account to cover funds owed to us. If you do not do so, we may engage in collections efforts to recover such amounts from you at your cost and expense.

THE PAYMENTS SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. USE OF THE PAYMENTS SERVICES IS AT YOUR OWN RISK.

IN NO EVENT SHALL BASK BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE PAYMENTS SERVICES, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PAYMENTS SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PAYMENTS SERVICES OR YOUR SHOPIFY PAYMENTS ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, BASK’S CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO BASK DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

This Agreement shall be governed by and interpreted under the laws of the State of New York, United States of America, without regard to conflicts of law principles.

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Bask, whether arising out of or relating to this Agreement (including any alleged breach thereof), Bask’s Services, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and Bask are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

YOU AND BASK AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BASK AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIMS, EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Bask is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at care@bask.health. If such efforts prove unsuccessful, either party can seek arbitration. During the arbitration, the amount of any settlement offer made by Bask or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Bask is entitled.

Arbitration proceedings will take place in New York, New York before a neutral single arbitrator, whose decision will be final. The arbitration proceedings will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  The Bask and you will undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. Notwithstanding the foregoing, Bask shall be entitled to seek injunctive or equitable relief from a court of competent jurisdiction without the necessity of posting bond or proving actual damages.

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Bask or you under the JAMS Rules, Bask and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Bask will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Bask will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the JAMS Rules.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Section 11.2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 11.2 above titled “Prohibition of Class and Representative Actions and Non- Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

Notwithstanding any provision in this Agreement to the contrary, Bask agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of Payment Services, you may reject any such change by sending Bask written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to these Terms).

Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Payments Services or software. As a user of the Payments Services, you will have access to the latest version of this Agreement, and you are responsible for monitoring and reviewing updates at bask.health/payments. Any use of the Payments Services after our publication of any such changes shall constitute your acceptance of this Agreement as modified.

This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition), or any permitted assigns. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.

You may be offered services, products, and promotions provided by third parties and not by us. If you decide to use these third-party services, you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that we are not responsible for the performance of these services. Bask’s Services 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 us. You agree that your access to any such website is at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website's own rules and policies.

Bask will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Bask’s reasonable control.

The provisions of this Agreement that by their nature and context are intended to survive the termination or expiration of this Agreement shall so survive.

These terms and conditions, and all policies and procedures that are incorporated herein by reference, constitute the entire agreement between you and Bask with respect to the provision of the Payments Services. Except as otherwise set out herein, in the event of a conflict between this Agreement and any other Bask or Payment Processor agreement or policy, matter of this Agreement.