Terms and Conditions of Use

Bask Health, Inc. (“Bask,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our websites located at bask.health, mybaskhealth.com, and bask.bio (the “Sites”) and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps and the Sites, including any updated or new features, functionality and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms and Conditions of Use (as amended from time to time, these “Terms”). By accessing, browsing, or otherwise using any Site, Mobile App, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept the terms and conditions of these Terms, you will not access, browse, or otherwise use the Service. If you are entering into these Terms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. You may read a current, effective copy of these Terms by visiting the “Terms” link on the Sites. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you will not access, browse, or use (or continue to access, browse, or use) the Service.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST BASK TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BASK ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

At Bask, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://bask.health/privacy (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms.

The Service provides a software infrastructure platform designed to enable merchants and businesses to market telehealth and related services such as pharmacy fulfillment. The Service is designed to provide a complete commerce platform to enable such merchants and businesses to unify their commerce activities. Among other features, the Service includes a range of tools for merchants and businesses to build and customize telehealth websites, market telehealth and related services in multiple places (including web, mobile, social media, online marketplaces and other online locations and in person), manage the furnishing and delivery of products, services, inventory, payments, fulfillment, shipping, business operations, marketing and advertising, and engage with existing and potential customers.

You must register for an account (“Account”) with Bask or provide information about yourself (e.g., name and email address) in order to access and use the Service. To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. You agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. You acknowledge that Bask will use the email address you provide, as updated by you from time to time, as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Bask and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Bask can only be authenticated if they come from your Primary Email Address. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years old or under the age of majority in the jurisdiction where you reside and from which you use the Service, whichever is older, you may not use the Service. Bask may reject your registration, or cancel any existing Account, at any time at Bask’s sole discretion.

You are responsible for maintaining the confidentiality and security of your password and Account details, if any, and are fully responsible for any and all activities that occur under your password or Account. Bask cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. Bask may request additional security measures at any time and reserves the right to adjust these security requirements at any time at Bask’s discretion. You agree to (a) immediately notify Bask of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session when accessing the Service. Bask will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Bask reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Bask will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

You acknowledge that Bask may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Bask’s or its third-party service providers’ servers on your behalf. You agree that Bask has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Bask reserves the right to terminate Accounts that are inactive for an extended period of time. You further acknowledge that Bask reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. You acknowledge and agree that the Service has a range of features and functionalities, that Bask is not obligated to offer all of the Service’s features and functionalities to you at any or all times and that Bask is not obligated to make any of the features or functionalities available in any jurisdiction. Additionally, you agree that Bask will not be liable for any unauthorized access to or use of any data transmitted by the Service.

The individual or entity registering for the Service and accepting these Terms (the “Site Owner”) will be the contracting party for purposes of these Terms and will be the only person authorized to use any Account Bask may provide to the Site Owner in connection with the Service, provided that if you are registering for the Service on behalf of your employer, your employer will be the Site Owner. If you are registering for the Service on behalf of your employer, then you must use your employer-issued email address. The Site Owner’s name must be clearly visible on your Site and although a Site Owner may have multiple websites, only one Site Owner is allowed to be associated with any one Site. You agree to use Bask Health Checkout for your Site. For purposes of these Terms, a “Site” means the website (whether hosted by Bask or a third party), a storefront built upon the Bask API, or the physical retail location associated with your Account. In the event of a dispute regarding Account ownership, Bask reserves the right to request documentation and/or determine Account ownership in our sole discretion and transfer an Account and the Site to the individual or entity Bask determines to be the rightful Account holder. Bask reserves the right to temporarily suspend or disable the applicable Account pending resolution of the ownership dispute.

Based on your Bask pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the Site Owner can set permissions and let other people work in the Site Owner’s Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings). The Site Owner is responsible for: (a) ensuring its employees, agents, and subcontractors, including via Staff Accounts, comply with these Terms; and (b) any breach of these Terms by the Site Owner’s employees, agents, or subcontractors.

Upon registering for the Service, Bask will create a Bask account on your behalf, using your Primary Email Address. Depending upon your location, Bask may also create a payment account on your behalf. You acknowledge that the payment account will be your default payments gateway and that it is your sole responsibility as the Site Owner to activate and maintain these accounts. If you do not wish to keep the payment account active, it is your responsibility to deactivate them. For the avoidance of doubt, the payment account is a Third-Party Service, as defined below.

BASK IS NOT AUTHORIZED TO PROVIDE SERVICES REQUIRING PROFESSIONAL LICENSURE AND DOES NOT OFFER CLINICAL HEALTHCARE SERVICES. ANY BASK CONTENT OR OTHER INFORMATION AVAILABLE ON THE SERVICE IS FOR INFORMATIONAL OR COMMUNICATIVE PURPOSES ONLY AND DOES NOT CONSTITUTE MEDICAL OR OTHER HEALTHCARE ADVICE. YOUR USE OF THE SERVICE, AND YOUR PROVISION OF SERVICES TO PATIENTS ARE SOLELY YOUR RESPONSIBILITY AND PROVIDED AT YOUR OWN RISK.

THE USE OF THE SERVICE DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP OR OTHER PRIVILEGED RELATIONSHIP BETWEEN BASK AND ANY USER. BASK DOES NOT REFER, RECOMMEND OR ENDORSE YOU OR ANY PARTICULAR PROFESSIONAL, PRODUCT, PROCEDURE, OPINION, OR OTHER INFORMATION THAT MAY APPEAR THROUGH THE SERVICE, AND YOU MAY NOT REPRESENT OTHERWISE TO PATIENTS. IF YOU RELY ON ANY BASK CONTENT, YOU DO SO SOLELY AT YOUR OWN RISK.

BASK DOES NOT VERIFY THE VALIDITY OF YOUR CREDENTIALS AND YOU ARE RESPONSIBLE FOR HAVING THE CREDENTIALS REQUIRED TO PROVIDE YOUR SERVICES. DO NOT USE THE SERVICE TO PROVIDE EMERGENCY MEDICAL OR MENTAL HEALTH CARE SERVICES.

Compliance with healthcare regulations applicable to you is your responsibility, and you must ensure you are following all applicable state and federal laws and other regulatory requirements when prescribing and dispensing prescription medications and otherwise relating to the sale of medical related products, both in your jurisdiction and in the jurisdiction of your customers when using the Service. You are responsible for obtaining all applicable licenses or permissions required to prescribe, dispense, or sell your products or otherwise operate your business through the Service. Bask shall have no liability for the actions of any users using the Service. Additionally, and without limiting the foregoing, (a) you must comply will all laws and regulations relating to unfair and deceptive trade practices, including price gouging by not charging excessive fees or engaging in deceptive pricing practices for medications or medical related products, (b) any medical, scientific, or other claims you make must be true and supported by documented evidence and, where required by law, an adequate and proper test of such claims, as any products falsely claiming to treat or cure a disease will be removed from all Sites, and (c) you must ensure delivery of any products you sell to your customers.

You are solely responsible for (1) your trademarks, copyrights, and any copyright content, (2) any products or services you sell through the Service (including description and price), and (3) all code, video, photos, images, information, data, text, software, music, sound, audio files, photographs, graphics, written content, messages, and other materials (“content”) that you make available to Bask, including by uploading, posting, publishing, or displaying (hereinafter, “upload(ing)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Bask. Bask reserves the right to investigate and take appropriate legal action against anyone who, in Bask’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the Account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

1. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; (vii) falsely claims to prevent, treat, or cure a disease or other medical condition, or (viii) in the sole judgment of Bask, is objectionable or that restricts or inhibits any other person from using or enjoying the Service, or that may expose Bask or its users to any harm or liability of any type;

2. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

3. violate any applicable local, state, national, or international law, or any regulations having the force of law;

4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

5. solicit personal information from anyone under the age of 18;

6. harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

7. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

8. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

9. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;

10. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or

11. engage in or use any data mining, robots, spiders, scraping, or similar data gathering or extraction methods.

If you are blocked by Bask from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network). You acknowledge and agree that any and all User Content my be transferred unencrypted and may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks and devices. Additionally, you agree not to (1) work around, bypass, or circumvent any of the technical limitations of the Service, including to process orders outside any Bask checkout processes, (2) use any tool to enable features or functionalities that are otherwise disabled in the Service, or (3) decompile, disassemble or otherwise reverse engineer the Service.

You acknowledge and agree to provide public-facing, accurate and compliant contact information, a refund policy, consents to telehealth, and order fulfilment timelines on any and all of your Sites.

You acknowledge and agree that the Service is not a pharmacy or healthcare provider, and any contract of sale made through the Service is directly between you and the customer. You are the seller of record for all items you sell through the Service. You are responsible for the creation and operation of your Site, your User Content, the goods and services that you may sell through the Service, and all aspects of the transactions between you and your customers. This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms. You represent and warrant that your Site, your User Content and the goods and services you sell through the Service will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Bask will not be the seller or merchant or record and will have no responsibility for your Site or items sold to customers through the Service. Bask is not a marketplace. Any contract made through the Service is directly between you and the healthcare providers or pharmacy fulfillment network. You must maintain an accurate location in the administrative console of your Account. If you change jurisdictions, you must promptly update your location in the administrative console.

You are solely responsible for the goods or services that you may sell through the Service (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations. You may not use the Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the United States. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under these Terms.

No employee, independent contractor, agent, or affiliate of any competing company providing a software platform to allow the establishment of telehealth and pharmacy fulfillment businesses is permitted to view, access, or use any portion of the Service without express written permission from Bask. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Bask or any of its affiliates, or acting on behalf of a competitor of Bask in using or accessing the Service. Bask reserves the right to offer the Service to your competitors and makes no representations, warranties or promises that the Service is offered to you on an exclusive basis. Additionally, you acknowledge and agree that Bask’s employees and contractors may also be Bask customers and may compete with you.

To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Bask that such information is true and that you are authorized to use the payment instrument. You will promptly update your Account information with Bask or the payment processor, as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Bask the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms (“Subscription Fees”), and any other applicable fees, including but not limited to, fees relating to Pharmacy Costs, Visit Costs and Fees, Shipping Costs and Fees, Dispense Costs and Fees, and Transaction Costs and Fees (all such fees, collectively with the Subscription Fees, the “Fees”). Bask will make available to you, in your Account, a breakdown of all Pharmacy Costs, Visit Costs and Fees, Shipping Costs and Fees, Dispense Costs and Fees, and Transaction Costs and Fees. Bask will continue to charge your authorized payment method for Fees until your use of the Service is terminated and any and all outstanding Fees have been paid in full. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Bask (directly or through the applicable payment processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your Account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Bask know within sixty (60) days after the date that Bask charges you, or within such longer period of time as may be required under applicable law. We reserve the right to change Bask’s prices. If Bask does change prices, Bask will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Bask’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Unless otherwise indicated, all Fees and other charges are and will be in U.S. Dollars, and all payments will be in U.S. currency. Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”). Other Fees will be charged from time to time at Bask's discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the account holder via the Primary Email Address provided. As well, an invoice will appear on the Account page of your Bask's administrative console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees. For purposes of Terms, “Pharmacy Costs” are costs that include a wide array of software fees, services fees, logistics fees, and medication costs; “Visit Costs and Fees” are costs that include a wide array of software fees, services fees, logistics fees, physician fees, and consultation costs; “Shipping Costs and Fees” are costs that include a wide array of software fees, services fees, logistics fees, freight fees, and carrier fees; “Dispense Costs and Fees” are costs that include a wide array of software fees, services fees, logistics fees, freight fees, pharmacy usage fees, and pharmacist fees; and “Transaction Costs and Fees” are costs that include a wide array of software fees, services fees, logistics fees, merchant card processing fees, and application fees.

All Fees are exclusive of applicable federal, provincial, state, local, or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”). You will be responsible for all Taxes associated with the Service, other than Taxes based on Bask’s net income. To the extent that Bask charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your authorized payment method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax- exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Bask of your exemption. If you are not charged Taxes by Bask, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction. For the avoidance of doubt, all sums payable by you to Bask under these Terms will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Bask to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Bask will be entitled to charge the full amount of Fees stipulated under these Terms to your authorized payment method, ignoring any such deduction or withholding that may be required. You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges, and additional charges that arise from or as a result of any transactions on your Account or your use of the Service.

To facilitate certain payments for the Service via bank account, credit card, or debit card, Bask may use third party payment processors. To the extent Bask uses any third party payment processors, the payment processing services are subject to the applicable payment processor’s terms and conditions, privacy policy, and all other relevant agreements (the “Payment Processor Agreements”). By agreeing to these Terms, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Bask assumes no liability or responsibility for any payments you make through the Service. If Bask is not able to process payment of Fees using an authorized payment method, Bask may make subsequent attempts to process payment using any authorized payment method. If Bask is unable to successfully process payment of Fees using an authorized payment method within 28 days of Bask’s initial attempt, Bask may suspend and revoke access to your Account and the Service. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your services during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Bask reserves the right to terminate your Account.

Payments made by you hereunder are final and non-refundable, unless otherwise determined by Bask. You may cancel your Account and terminate your access to the Service at any time by contacting Bask customer support at accounts@bask.health and then following the specific instructions indicated to you in Bask’s response.

Unless otherwise expressly authorized herein or in the Service, you agree that you will not use the Service for any personal, household, or family purpose and you will use the Service solely for carrying on a business activity.

The Bask Health App is a Bask application that is available to you to engage with customers that use the Bask Health App (each, a “Bask Health App User”). The Bask Health App is deemed to be a part of the Service, and all terms applicable to the Service apply to the use of the Bask Health App. While the Bask Health App enables Bask Health App Users to shop natively in the Bask Health App, the transaction is completed on your Site. Your User Content and your use of the Bask Health App must comply at all times with our Bask Health App Merchant Guidelines, these Terms, the any Third-Party Service’s additional terms, all other applicable policies and guidelines, and applicable law. As in other areas of the Service, on the Bask Health App, content is ranked by factors including relevance to a search query or a user’s interests, image quality, domain quality, and how frequently other users have engaged with the content. For more information about how we display content on the Bask Health App, see our Bask Health App help documentation. If you do not wish for your User Content to be available in the Bask Health App, it is your responsibility to manage or deactivate the Bask Health App. If the Bask Health App merchant channel is not currently supported in your country, please contact support to remove your User Content from the Bask Health App. Note that if you remove your User Content from the Bask Health App, Bask Health App Users who purchase from your Site will continue to be able to view, manage and track orders from your Site in the Bask Health App. If you delete your Account, your User Content will be removed from the Bask Health App.

The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Sites from a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

The technology and software underlying the Service or distributed in connection therewith are the property of Bask, its affiliates, and its licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Bask.

Bask is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Service is at your sole risk.

You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Bask, you agree not to reproduce, duplicate, modify, copy, frame, scrape, rent, lease, loan, sell, resell, distribute, exploit, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content that you upload to or make available through the Service in accordance with these Terms. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

The Bask name, slogans and logos are trademarks and service marks of Bask (collectively the “Bask Trademarks”). Other company, product, and service names, slogans and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Bask. Nothing in these Terms or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Bask Trademarks displayed on the Service, without Bask’s prior written permission in each instance. All goodwill generated from the use of Bask Trademarks will inure to Bask’s exclusive benefit. You grant to Bask a non-exclusive, transferable, sublicensable, royalty-free, fully-paid up, worldwide right and license to use the trade names, trademarks, service marks, and logos associated with your Account (a) in connection with the operation of the Service, and (b) for the promotion, advertising or marketing of the Service.

Under no circumstances will Bask be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Bask does not pre-screen content, but that Bask and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Bask and its designees will have the right to remove any content that violates these Terms or is deemed by Bask, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

You represent and warrant that you own all right, title and interest in and to the User Content, including all copyrights and rights of publicity contained therein. You hereby grant Bask and its affiliates, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, host, display, upload, perform, distribute, store, modify, and otherwise use your User Content, in any form, medium or technology now known or later developed, (a) in connection with the operation of the Service, (b) to develop and improve the Service and other Bask offerings, (c) for the promotion, advertising or marketing of the foregoing; and (d) as otherwise set forth in our Privacy Policy. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize Bask and its third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Bask are non-confidential and Bask will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Bask may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Bask, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Bask respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Bask of your infringement claim in accordance with the procedure set forth below.

Bask will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Bask’s Copyright Agent at copyright@bask.health (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail at Bask Health, Inc., Attn: Copyright Agent, 10 Kenmare Street, Ste 4, New York, New York 10012.

To be effective, the notification must be in writing and contain the following information:

• a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;

• identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;

• identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and

• a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;

• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

• a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and

• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Southern District of New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Bask will send a copy of the counter-notice to the original complaining party informing them that Bask may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Bask or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Bask’s sole discretion.

In accordance with the DMCA and other applicable law, Bask has adopted a policy of terminating, in appropriate circumstances and at Bask’s sole discretion, the Accounts of users who are deemed to be repeat infringers. Bask may also at its sole discretion limit access to the Service and/or terminate the Accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

The Service, including the Bask Health App, may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services, such as social media and social networking services like Facebook, Slack or X (formerly Twitter). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate Accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. It is your responsibility to read any such terms and conditions, privacy policies, and/or other agreements applicable to such Third-Party Services before using them. Any use by you of any such Third-Party Services, whether or not through the Bask Health App, including connections to healthcare providers and pharmacy fulfillment networks, is entirely at your own risk and discretion. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Bask is not responsible for any disclosure, modification, or deletion of your data or other materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third-Party Service to your data or other materials. Bask has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services, and Bask makes no warranties or representations to you with respect to Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Bask, will be responsible for any and all costs and charges associated with your use of any Third- Party Services. Bask enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services, including any connections with healthcare providers or pharmacy fulfillment networks, does not imply an endorsement, authorization, sponsorship, recommendation, or affiliation by or with Bask. Any dealings you have with third parties while using the Service are between you and the third party. Bask will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. You acknowledge that Bask may disable access to any Third-Party Services at any time in its sole discretion and without notice to you. Bask is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service. You agree to indemnify and hold Bask and our parents, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, arising out of your use of a Third-Party Service.

You may generate or send email from your Account using the Bask email services (the “Email Services”). In addition to the terms applicable to the Service generally (including the Bask Acceptable Use Policy and Privacy Policy), the following terms apply to your access and use of the Email Services.

Bask employs certain controls to scan the content of emails you deliver using the Email Services prior to delivery (“Content Scanning”). Such Content Scanning is intended to limit spam, phishing, or other malicious content that contravenes these Terms or Bask’s Acceptable Use Policy (collectively, “Threats”). By using the Email Services, you explicitly grant Bask the right to employ such Content Scanning. Bask does not warrant that the Email Services will be free from Threats, and each Bask merchant is responsible for all content generated by its Sites. BY GENERATING OR SENDING EMAIL THROUGH THE EMAIL SERVICES, YOU AGREE TO COMPLY WITH THE FOLLOWING REQUIREMENTS (THE “EMAIL SERVICES REQUIREMENTS”). BASK OR ITS THIRD PARTY PROVIDERS MAY SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE EMAIL SERVICES OR THE SERVICE GENERALLY IF YOU DO NOT COMPLY WITH THE EMAIL SERVICES REQUIREMENTS.

• Your use of the Email Services must comply with all applicable laws. Examples of applicable laws include laws relating to spam or unsolicited commercial email (“UCE”), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Email Services and the emails you generate or send through the Email Services.

• Your use of the Email Services must comply with Bask’s Privacy Policy. It is your responsibility to read and understand the Privacy Policy.

• You will not send sensitive personal information, including information regarding an individual’s medical or health condition, race or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, “Sensitive Data”) through the Email Services unless it is secured (e.g., a password protected Zip file) or you have obtained patient consent to send such information via email. It is your responsibility to read and understand your obligations in relation to Sensitive Data.

• Your use of the Email Services must follow all applicable guidelines established by Bask, including the following:

  • You must not use non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails);

  • You must not use purchased or rented email lists;

  • You must not use third party email addresses, domain names, or mail servers without proper permission;

  • You must not send emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com);

  • You must not send emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);

  • You must include a working “unsubscribe” link in each email that allows the recipient to remove themselves from your mailing list and must comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;

  • You must include in each email a link to the then-current privacy policy applicable to that email;

  • You must not disguise the origin or subject matter of any email or falsify or manipulate the originating email address, subject line, headers, or transmission path information for any email;

  • You must include in each email your valid physical mailing address or a link to that information;

  • You must not include “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the email to another recipient.

If you or a customer knows of or suspects any violations of the Email Services Requirements, please notify Bask at abuse@bask.health. Bask will determine compliance with the Email Services Requirements in its discretion.

Bask’s Email Services uses Third Party Providers, including SendGrid (a Twilio Company). Your use of the Email Services is subject to SendGrid’s Acceptable Use Policy as it may be amended by SendGrid from time to time.

The Service allows you to send certain communications to your customers via short message service (SMS) messaging (for example, sending appointment confirmation notifications via SMS) (the "SMS Services"). You will only use the SMS Services in compliance with these Terms, any other applicable terms (including Nexmo Inc.'s Acceptable Use Policy and Twilio’s Acceptable Use Policy, as may be amended from time to time), and the laws of the jurisdiction from which you send messages, and in which your messages are received.

From time to time, Bask may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all users ("Beta Services"). Beta Services are not part of the Service, and Beta Services may be subject to additional terms and conditions, which Bask will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Bask Confidential Information and subject to the confidentiality provisions in these Terms. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Bask's prior written consent. Bask makes no representations or warranties that the Beta Services will function. Bask may discontinue the Beta Services at any time in its sole discretion. Bask will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Bask may change or not release a final or commercial version of a Beta Service in our sole discretion.

Bask allows you to add pixels to your Bask platform to enable you or a third party to track customer events (the "Bask Pixel Manager"). You may manage your pixels from within the user interface in the administrative console of your Bask platform. In addition to the terms applicable to your use of the Service generally (including these Terms, Bask Acceptable Use Policy, and Privacy Policy), the following terms apply to your access to and use of the Bask Pixel Manager:

• You will comply with all applicable laws and obtain all necessary consents from every site visitor and customer whose events you track;

• If you provide Bask with any data collected using pixels, including names, email addresses, phone numbers, or other data that personally identifies an individual, you will obtain all necessary rights and consents prior to providing Bask with the foregoing information;

• You agree that Bask may disable any pixels that Bask identifies as malicious, in Bask’s sole discretion; and

• You will not, and will not allow any third parties to, use pixels

  • to engage in or promote any unlawful, infringing, defamatory or otherwise harmful activity; or

  • to disable, interfere with or circumvent any aspect of the Service.

Bask may collect information associated with the Bask Pixel Manager, such as how pixels are used, and how and what scripts are added. Bask may use this data to improve, maintain, protect and develop the Bask Pixel Manager. However, Bask has no obligation to monitor your use of pixels. It is solely your responsibility to use pixels in compliance with all applicable laws, including but not limited to HIPAA, and Bask will have no liability to you or any third party for any use by you of any pixels.

“Confidential Information” means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by Bask or you (in each case, the “Disclosing Party”) to the other party (the “Receiving Party”) that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) calendar days of disclosure to the Receiving Party; provided, however, that information regarding a Disclosing Party’s business, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, products and services, product designs, sales, costs (including any relevant processing fees), price lists, marketing data, business relationships and financial affairs will be deemed Confidential Information of the Disclosing Party even if not so marked or identified. Bask’s Confidential Information includes all information you receive relating to Bask or the Service that is not known to the general public, including information regarding Bask’s security program and practices. Information will not be deemed “Confidential Information” if such information: (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party.

The Receiving Party agrees to keep in strict confidence and not disclose to any third party any and all Confidential Information of the Disclosing Party; provided, that the Receiving Party may disclose such Confidential Information to its employees, consultants, professional advisors and agents who have a need to know such information and have signed a written agreement containing confidentiality and non-use obligations at least as stringent as set forth herein, or, in the case of professional advisers, are bound by professional ethical duties. The Receiving Party will cooperate with the Disclosing Party and use reasonable measures to prevent the unauthorized disclosure or use of any and all Confidential Information of the Disclosing Party. Neither Party will use or permit to be used any Confidential Information of the other Party for any purpose other than to perform its obligations or exercise its rights under these Terms. If the Receiving Party becomes legally compelled to disclose any Confidential Information of the Disclosing Party, the Receiving Party will provide prompt written notice of such requirement so that the Disclosing Party may seek, at its expense, a protective order or other remedy. If, after providing such notice as required herein, the Receiving Party remains required by law to disclose any such Confidential Information, the Receiving Party will disclose no more than that portion of such Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose.

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Bask, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Bask Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms, or your violation of any rights of another. Bask will provide notice to you of any such claim, suit, or proceeding. Bask reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Bask’s defense of such matter. You may not settle or compromise any claim against any Bask Party without Bask’s written consent.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EACH BASK PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

NO BASK PARTY MAKES ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NO BASK PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR

DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE BASK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE BASK PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID BASK IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

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 these Terms (including any alleged breach thereof), the Service, any advertising, 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 these Terms, 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 17.2 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 17.2 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 these Terms 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 the Service, 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 these Terms (or accepted any subsequent changes to these Terms).

You may cancel your Account as described above. You agree that Bask, in its sole discretion, may suspend or terminate your Account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Bask believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Bask may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Bask may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Service. Further, you agree that Bask will not be liable to you or any third party for any termination of your access to the Service.

Upon the issuance of a notice of termination, either by you or by Bask, all funds in your Account will be held for a period of up to 75 days from the date of such notice. This holding period is to ensure the proper settlement of all pending payments, fees, and other financial obligations associated with your use of the Service. During the holding period, Bask will conduct a thorough review of your Account to determine any outstanding balances owed to Bask or any pending transactions that need to be settled. This includes, but is not limited to, fees for the Service used, payments due to Bask, and refunds or adjustments that may be necessary. At the end of the 75 day holding period, a final accounting will be performed. You will be provided with a detailed statement outlining any deductions made from the held funds for outstanding obligations and the net amount, if any, that will be disbursed to you. If there are any funds remaining after the settlement of all outstanding balances and obligations, these will be disbursed to you in accordance with the payment information on file in your Account. In the event of a dispute regarding the final accounting, you are required to notify Bask within a specified period from the receipt of the final statement. Bask will investigate and resolve the dispute in accordance with the dispute resolution procedures outlined in these Terms. It is important to note that the termination of the Service does not absolve you of the obligation to pay any outstanding balances owed to Bask. All financial obligations must be settled in full, and the holding period facilitates this process.

Bask reserves the right to charge you, as liquidated damages and not as a penalty, $2,500 for each violation of these Terms, as determined by Bask based on a thorough review of your conduct and compliance with these Terms. Upon termination of your Account, either by you or by Bask, and in the event that violations are identified, this amount will be deducted from any funds held in your Account or, if insufficient, billed to you directly. You will be notified of any violations and the corresponding penalties that have been imposed, along with a detailed explanation of the basis for these determinations. Any disputes regarding these amounts will be addressed through the established dispute resolution procedures.

You and the healthcare providers you partner with are responsible for patient continuity of care. Therefore, you are responsible for ensuring that any termination of your Account hereunder does not disrupt care for your patients. Upon termination of your Account, Bask will assist you by facilitating any transfer of patients under your care to a holding account or to a partner account you designate. Bask will cooperate with your continuity of care process, as follows:

• Transfer: Bask will coordinate with the receiving entity to help ensure a smooth transition.

• Communication: Bask will assist in providing your transfer notices to affected patients and provide them with necessary information about the new care provider.

• Rights and Obligations: This transfer does not waive any rights or obligations that arose prior to the date of termination. You will still be responsible for any outstanding balances or fees owed to Bask, and all other terms of the Service termination will apply as stated in these Terms.

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Bask will have no liability or responsibility with respect thereto. Bask reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

These Terms (together with the terms of your Order Form and Master Service Agreement, if applicable) constitute the entire agreement between you and Bask governing your access and use of the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Bask submit to the personal and exclusive jurisdiction of the state and federal courts located within New York County in the State of New York. The failure of Bask to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms without the prior written consent of Bask, but Bask may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Service. 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 Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Please contact us at care@bask.health or

Bask Health Inc.
10 Kenmare Street, Ste 4
New York, New York 10022

to report any violations of these Terms or to pose any questions regarding these Terms or the Service.