Provider End User License Agreement

THIS IS A LEGAL DOCUMENT. TO USE OUR PRODUCTS OR SERVICES, YOU MUST AGREE TO BE BOUND BY THIS DOCUMENT.

ALL FEES, IF ANY, YOU PAY TO FITPAL PRO L.L.C. ARE SOLELY BASED ON THE FAIR MARKET VALUE OF ANY SERVICES THAT ARE PROVIDED TO YOU, INCLUDING PROPRIETARY TECHNOLOGY, PLATFORM OFFERINGS, AND SUPPORT. FEES PAID BY YOU TO FITPAL PRO L.L.C. ARE NOT BASED ON A PERCENTAGE OF PROFESSIONAL FEES OR BASED ON THE VOLUME OR VALUE OF ANY PROVIDER SERVICES.

SECTIONS 17, 18, 19, AND 24 IN PARTICULAR LIMIT OUR LIABILITY. PLEASE READ THEM CAREFULLY.

Provider Member Terms & Conditions of Use

Welcome to Fitpal Pro L.L.C. (“Fitpal Pro,” “Fitpal,” “us,” “our,” or “we”)! We are pleased to provide to you our platform to facilitate and support your provision of telehealth, nutrition, and related services to patient users (“Patient Users”). Fitpal.com (“Platform,” or “Website”) is owned and managed by Fitpal, a New York limited liability company. As a provider user (“Provider User,” “Provider,” or “you”), you have access to our Platform to provide telehealth, nutrition, dietician, and related services to Patient Users via the Platform (“Provider Services”).

This Platform is accessible only to Provider Users and Patient Users. To use the Platform for Provider Services, Provider Users must register with the Platform by selecting the relevant membership plan (“Membership Plan” or “Membership”). Provider Users are healthcare providers and include physicians, nurse practitioners, nutritionists, dieticians, dietitian nutritionists, and other similarly-licensed professionals. Provider Services to Patient Users vary depending on the subscription plan (“Subscription Plan” or “Subscription”) selected by each Patient User, and may include: synchronous telehealth and nutrition sessions via video modality with a Provider User, weight-loss counseling, prescribing of medication, customized meal planning, coached meal planning, personalized weight loss and nutrition treatment plans, ongoing provider support, personalized health coaching, metabolic testing, use of Withings Body Pro Scale, and related services.

The Platform is not to be used to schedule emergency services.

Please read these Provider Terms and Conditions of Use (“Conditions of Use”) carefully, as they set forth the terms and conditions of your use of Fitpal’s Platforms and mobile software applications, including but not limited to the Fitpal application (“Sites”). Fitpal owns and maintains the Sites. These Conditions of Use constitute a legal document. As a condition of being a Provider User, you must agree to be bound by these Conditions of Use. These Conditions of Use apply to Provider Users who register an account and use the Platform or Sites to carry out Provider Services. We may alter these Conditions of Use without notice, and the Provider User’s continued use of the Platform and Sites signifies an agreement to be bound by any future changes. You are encouraged to review these Conditions of Use at regular intervals to monitor updates. If you do not agree, you should not register an account on our Platform or Sites or use our Platform or Sites to provide Provider Services. Please read these Conditions of Use carefully.

1. Acceptance and Agreement to Be Bound

(a) These Conditions of Use form a legally binding contract between you and Fitpal for your access to and use of the Platform and Sites. You represent and warrant that you have the right and authority to bind yourself to these Conditions of Use. You also represent and warrant that you are at least 18 years of age. You further represent and warrant that you agree that all information you submit to Fitpal is true and accurate.

(b) By using the Platform or Sites, you agree to allow Fitpal to collect, use, and disclose your information in order to provide Provider Services. These Conditions of Use are binding upon signing. Fitpal may change these Conditions of Use without notice, and your continued use of the Platform or Sites signifies that you agree to be bound by any changes.

(c) Provider Users may only use the Platform or Sites if they can form a binding contract with us, and only if the Provider User agrees to comply with these Terms and Conditions of Use and all applicable local, state, national, and international laws, rules, and regulations.

2. The Platform and Sites Are Not Intended for Children

(a) The Platform and Sites are not intended or designed to attract children under the age of 18. Fitpal does not collect personally identifiable information from any person known by Fitpal to be a child under the age of 18. Should we inadvertently come to possess personally identifiable information about a child under the age of 18, Fitpal will not knowingly disclose contact information relating to a child under the age of 18 to any third-party.

3. Creating an Account

(a) To access the Platform and Sites, and the Content, as defined in Section 7(a), as a Provider User, you must create a password-protected account (“Registration”). In doing so, you agree to supply truthful and complete information about yourself and update your Registration if it changes. To register with the Platform to provide Provider Services, you must select the relevant Membership Plan for your licensure and intended services. You are responsible for keeping your password and username confidential and secure. You accept responsibility for all activities that occur under your username and with your password. You further agree to sign out of your account after each session and use caution when accessing your account from a public or shared computer. Fitpal is not responsible for any loss or damage that arises due to your failure to maintain the security of your account.

(b) Creating an account and Membership Plan will allow you access to the Provider Services as a Provider User. You will be asked to provide your licensure information, and information about your training, experience, and education. After Registration, you will be able to access, view, and connect to Patient Users via the Platform and Sites. You are ultimately responsible for payment of all fees arising out of your Membership Plan. Please inform us immediately if there are any changes to your licensure or other information, which may include information provided in order for Fitpal to perform a background check.

(c) Registration as a Provider User and with each Membership Plan is subject to Fitpal’s eligibility requirements. To be eligible to use Provider Services, you are required to provide a valid identification card and licensure information to confirm your identity.

(d) The Platform and Sites charge a Use Fee for Provider Users, as listed within the Use Fee Schedule detailed on the Fitpal Website. Any payments of Use Fees by Provider Users can be made through a credit card using a third-party vendor integrated into Fitpal (“Payment Processor”). Payment processing services for all fees incurred as a result of your membership are subject to a Payment Processor’s third-party terms of service. By agreeing to these terms of service or continuing your Membership Plan, you agree to be bound by the Payment Processor terms of service, as modified from time to time with or without notice. As a condition of Fitpal enabling payment processing services through the Payment Processor, you agree to provide accurate and complete payment information and you authorize us to share it and other transaction information related to your use of payment processing services by the Payment Processor for the sole purpose of processing payments.

(e) By providing payment information to us, you grant the Payment Processor and us your consent and authorization for your credit card to be charged for any fee for your continued Membership. All overdrafts, chargebacks, and bank fees are solely your responsibility. We will notify you in advance of fee increases prior to your being billed. We do not offer refunds.

(f) BY REGISTERING AS A PROVIDER USER, YOU AGREE TO PAY ANY FEES ASSOCIATED WITH YOUR MEMBERSHIP AS APPLICABLE AND CONSISTENT WITH THIS AGREEMENT. ANY FEES WILL AUTOMATICALLY BE CHARGED TO YOUR PREFERRED PAYMENT METHOD. YOU AGREE THAT THE FEES WILL INCLUDE APPLICABLE TAXES UNTIL YOU CANCEL YOUR REGISTRATION. IF YOUR PAYMENT METHOD FAILS AND YOU DO NOT PAY OR DO NOT PAY ON TIME, WE MAY CANCEL OR SUSPEND YOUR ACCOUNT.

(g) Any fees are exclusive of value-added, goods and devices, sales, or other tax. You are solely responsible for payment and compliance with such tax obligations.

(h) After you complete your Registration, you will be connected to Patient Users for Provider Services via the Platform so long as you have complied with all other terms and conditions.

(i) Fitpal will provide you with notice of any Membership Plan Fee increase prior to you being billed. By continuing to use the Platform and Sites, you agree to be charged the increased fee.

(j) We reserve the right to terminate your access to the Platform and Sites if you do not make payment or violate any of the terms of these Conditions of Use.

4. Account Registration and Security

(a) The Platform and Sites are not for or directed to anyone under 18 years of age. By providing information about yourself, you warrant that you are at least 18 years of age and can form a binding contract.

(b) You are solely responsible for your own account activity and agree to maintain your own secure password and not use anyone other person’s password or login credentials. You further agree not to share or sell your password or login, and to notify us if you suspect unauthorized use of your account.

(c) If you no longer wish to be a Provider User, please notify us in writing by sending an email to us at support@fitpal.com.

(d) Please immediately alert Fitpal to any unauthorized use of your account, password, username, email, or other breaches of security by emailing us at support@fitpal.com.

5. Privacy Notice to Provider Users

(a) By using the Platform and Sites, and acting as a Provider User you expressly provide consent for Fitpal to use your information for facilitation of Provider Services. We will alert you promptly if a breach of Fitpal’s privacy occurs that may compromise the security of your information.

(b) We will mitigate, to the extent practicable, any harmful effect we learn was caused by a breach of privacy. We comply with the duties and privacy practices described in this notice. We will not use or share your information, other than as described here, without your express written permission.

(c) Provider Users should always exercise caution when disclosing their sensitive information via email or other unsecured methods with Patient Users.

6. Provider Users are Independent

(a) The advice provided by a Provider User is independently and exclusively the advice of the Provider User and not Fitpal. Any information or opinion expressed by any Provider User listed on the Platform or Sites is independently and exclusively the information or opinion of the Provider User. Fitpal does not endorse any professional advice, opinion, course of treatment, nutrition or diet plan, products, medications, devices, or additional information that a Provider User on the Platform or Sites may give or recommend.

(b) All Provider Users featured on the Sites are solely responsible for ensuring their license and training are in good standing in any jurisdiction in which a Provider User practices or provides professional services. Any issue, warranty, or claim by a Patient User related to advice, treatment, or related issues by a Provider User must be directly addressed to the respective Provider User.

(c) Each Provider User has independently chosen to be listed on the Platform. Provider Users are independently insured, and shall report any issue, warranty, or claim by or against them to Fitpal.

(d) The Platform and Sites do not provide or render professional, medical, nutrition, dietician, or related services. The Platform and Sites are digital platforms to connect Patient Users seeking Provider Services with Provider Users who offer professional, medical, nutrition, dietician, and related services, and other educational tools, information, and products. Fitpal is a conduit between Provider Users and Patient Users.

(e) A Provider User’s training, education, licensure, and experience determine the scope of a Provider User’s services to Patient Users. Provider Users are solely responsible for providing any licensed services in a manner that is compliant with all Federal, state, and local laws.

7. Fitpal Does Not Provide Medical Advice

(a) The Platform and Sites provide content for informational and educational purposes only. This includes the entirety of the Platform and Sites (including text, images, videos, and blogs), social media, and any information obtained from Fitpal’s licensors or third parties, and the logos, images, software, videos, text, graphics, photos, sounds, music, audiovisual combinations, interactive features, collections and other materials you may view on, access through, or contribute to the Provider Services. This information is collectively referred to as the Platform and Sites’ content (“Content”). The availability of Content to Provider Users does not create a patient-provider relationship. Content does not include professional or medical advice nor does it include information on third-party sites. Content is subject to revision at any time. Additionally, the views and opinions expressed in the Content do not necessarily reflect the official policy or position of Fitpal.

(b) Acceptance of these conditions of use is a condition of Membership for Provider Users.

8. Your Conduct

(a) You expressly agree not to deceive, harass, stalk, harm, or exploit any other Provider Users; distribute spam; collect or record information about other Provider Users; or advertise or solicit others to purchase any product or service on the Platform or Sites or on any other Fitpal product or service. Fitpal reserves the right but does not have an obligation to monitor all conduct on the Platform and Sites.

(b) Fitpal may, in its sole discretion, investigate and terminate your Membership for any violation of these Conditions of Use. You agree to cooperate fully in any such investigation. Termination of Membership is immediate upon Fitpal’s findings of the following non-exhaustive list: you made a statement that implies an endorsement of Fitpal without its written consent; you used a robot, spider, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of Content; you posted, distributed, removed, or reproduced copyrighted material, trademarks, or other proprietary information without obtaining advanced written consent; you interfered with or disrupted the Sites, Content, or Provider Services, or the servers or networks that provide such Platform, Sites, Content, or Provider Services; you transmitted material that contains software viruses or other code, files, or programs designed to interrupt, destroy, or limit the functionality of the Platform, Sites, Content, Provider Services, hardware, software, or telecommunications equipment; you manipulated Content to disguise the origin of information; you used meta tags, codes, or other devices containing reference to Content, Platform, Sites, or Provider Services to direct persons to another website; or you modified, adapted, sublicensed, translated, sold, reverse engineered, deciphered, decompiled, or otherwise disassembled, or conspired to do so or enabled others to do so, to any portion of the Platform, Sites, Content, or Provider Services.

(c) After termination of your Membership, whether voluntarily or by us, you agree that you will not attempt to use Platform, Sites, Content, or Provider Services under another name, real or assumed, and further agree that if you violate this restriction after being terminated, or if you violate any of these Conditions of Use during your Membership, you will, to the fullest extent permitted by law, indemnify and hold Fitpal harmless from any liability it may incur as a result of such violation.

9. License Grant and Permitted Use

(a) Unless otherwise expressly stated, Fitpal or its licensors or affiliates owns the Platform, Sites, and Content. The United States, worldwide copyright laws, and treaty provisions protect the Platform and Sites. To access the Platform and Sites, you must reside in the United States or one of its territories.

(b) So long as you comply with these Conditions of Use, and subject to the Conditions of Use, Fitpal hereby grants you a limited, personal, non-exclusive and non- transferable license to use the Platform and Sites for as long as your Membership remains active (collectively referred to as “License Grant”).

10. Acceptable Use

(a) You acknowledge and agree that Fitpal (i) is the exclusive owner (or has the rights of an owner) of all worldwide right to, title to, and interest in the Platform and Sites, regardless of the format in which it is expressed; and (ii) shall be the exclusive owner of all worldwide right to, title to, and interest in any and all modifications, customization, variations, or adaptations of the Platform and Sites based on or substantially similar to the Platform or Sites.

(b) You shall use reasonable means to ensure, through proper instructions and enforcement actions, that access to and use of the Platform and Sites by you will be in accordance with the terms of these Conditions of Use and will be made and used solely for proper and legal purposes and will be conducted in a manner that does not violate any law, rule or regulation, or the rights of any third-party.

(c) Comments on the Platform or Sites are the sole responsibility of the writer. We reserve the right to remove any comment that violates these Conditions of Use.

(d) Use of the Platform and Sites is subject to all terms and conditions of these Conditions of Use, including Fitpal’s acceptable use policies. You shall not (i) use, permit the use of, or permit access to the Platform or Sites except in accordance with the terms of these Conditions of Use; (ii) modify, translate, reverse engineer, decompile, disassemble, or attempt to derive or alter any source code of the Platform or Sites; (iii) engage in, permit or suffer to continue any unauthorized copying of the Platform or Sites; (iv) distribute, sublicense, sell, assign, transfer, rent, lease, pledge, encumber, disclose to any unauthorized third party, or otherwise allow any unauthorized third party to view, the Platform or Sites, or make any attempt to do so; (v) alter, remove, obscure or hinder the delivery of any copyright, disclaimer, or proprietary or intellectual property rights notices appearing in the Platform and Sites; (vi) take any action compromising, or that has the possibility of compromising, the enjoyment and use the Platform or Sites by any other Provider User or any Patient User; or (vii) take any action compromising, or that has the potential of compromising, Fitpal’s rights in the Platform or Sites.

11. Consent to Electronic Communications

(a) By providing Fitpal with your email address, you consent to receive unencrypted and unsecured email communication from us. You agree that any notices, agreements, disclosures, or other communications that Fitpal provides to you by email satisfy any legal communication requirements.

12. Security and Privacy

(a) The Sites incorporate a mechanism for ensuring the identity of Provider Users by asking for a formal identification number, such as date of birth, driver’s license, medical license number, or other satisfactory evidence. Though Provider Users may choose to utilize a username for participation on the Platform and Site, they must offer, at minimum, their full first and last name, home address, phone number, and licensure number if applicable, to confirm identity. Any and all sensitive information stored in the Fitpal database will be safe and protected by our platform. Fitpal cannot guarantee Provider Services will be uninterrupted, timely, or secure.

(b) Fitpal makes every effort to comply with all applicable laws that concern the privacy of online communications. By using the Platform or Sites, however, you acknowledge that the Internet is neither more nor less secure than other communications media, including mail, facsimile, and telephone services, all of which can be intercepted and otherwise compromised.

(c) As a matter of prudence, you are urged to assume that all internet communications are not secure. To learn more about how Fitpal maintains the privacy and security of its Provider users, please ask us.

(d) As a Provider User, you must exercise good judgment and caution in your use of the Provider Services. You are strictly prohibited from violating or attempting to violate the security of the Provider Services. Any violations may result in criminal, civil or other penalties against you. We may investigate any suspected violations and cooperate with law enforcement agencies in their investigations of such violations. You represent and warrant that you shall not engage in activities that may infringe on the security of the Provider Services.

13. The Information You Provide

(a) Fitpal has the right, but not the duty, to monitor your use of the Platform and Sites, including any information you provide. Any information you send to Fitpal by email may be misdirected or intercepted by unintended recipients, and thus it may not constitute a confidential medium of communication. If you have confidentiality concerns, please consider using an alternative mode of communication and do not transmit any sensitive or confidential information to us via email.

(b) The Platform and Sites provide you the option to communicate with Fitpal through email. This option is provided solely for your convenience, and it may not be secure. By using it, you agree that Fitpal is not responsible for the privacy of any email messages. Fitpal does not warrant the confidentiality or security of any email transmission.

(c) If you have questions about our Platform or Sites’ privacy policy, please ask us. We may use comments you choose to share about our Platform, Sites, and Content for marketing purposes unless otherwise indicated. Any feedback you provide about your experience with Fitpal is voluntary and optional. You agree not to include PHI in any feedback provided to Fitpal. Publications of comments will use your first name only.

(d) You are responsible for all information you send through the Platform or Sites. This means that you agree not to transmit information that is illegal, threatening, libelous, defamatory, obscene, ethnically or racially offensive or discriminatory, profane, invades the privacy of another person, or any other information that violates any law or confidentiality agreement. Fitpal may edit, delete, modify, or ban such information, and take necessary legal action against any Provider User for violation of this policy. Provider User Membership may be revoked at any time in the sole discretion of Fitpal.

14. Do Not Submit Information That We Have Not Requested

(a) Do not send Fitpal any ideas, suggestions, materials, concepts, or other information (collectively “Information”) relating to the Platform or Sites. If you violate this policy and do send Information to Fitpal, that Information will become the property of Fitpal. This means that Fitpal will have unrestricted use of it for its personal and commercial purposes. Fitpal will not compensate you and will not be liable to you or any other provider of the Information.

(b) If you send Information to Fitpal, you agree: (i) to waive your rights in any Information; (ii) to warrant that it is original to you; (iii) that you have the right to submit it to Fitpal; and (iv) that you have no recourse against Fitpal for any alleged or actual infringement or misappropriation of any proprietary right in any Information.

(c) Fitpal is not obligated to maintain the confidentiality of any Information submitted, and Fitpal disclaims any liability that may result from its disclosure of any Information submitted in violation of its policy.

(d) You further agree not to: (1) transmit any Information that contains any viruses or other computer programming routines that may damage, interfere with, intercept, or take any system, data, or personal information; (2) impose an unreasonably large amount of Information on the Platform or Sites or otherwise interfere with or inhibit any other Provider User from using or enjoying the Platform or Sites; (3) transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communications; (4) access, use, or copy any portion of the Sites using automated mechanisms, such as bots, spiders, scrapers, web crawlers, or indexing agents; and/or (5) impersonate another person or allow any other person or entity to use your identification for interacting on Fitpal’s social media.

15. Intellectual Property

(a) Except as provided in the License Grant, you may not copy, reproduce, modify, use, republish, upload, post, transmit, or distribute any of the Platform or Sites, including any trademarks, names, or logo, and you may not redeliver or present any of the pages, text, images, or the Content using “framing” technology, nor systematically retrieve data, information, or the Content to create a collection, compilation, database, or directory. Fitpal reserves all rights not expressly granted.

(b) Except as expressly set forth in these Conditions of Use, you shall not do any of the following: (i) modify, reformat, or translate the Content, (ii) license, sell, rent, lease, transfer, assign, distribute, offer, or otherwise commercially exploit the Content, or any portion thereof; (iii) use the Content in any manner that allows any person to access the Content other than as expressly provided for in these Conditions of Use; or (iv) continue to use any Content after the termination of these Conditions of Use.

(c) Fitpal respects intellectual property rights. If you think that material that appears on the Platform, Sites, or the Content is subject to copyright or trademark infringement, please provide us with the following information: (1) The claimed infringement; (2) reasonably sufficient information to allow Fitpal to locate the claimed infringement on the Platform; (3) the owner or complaining parties’ contact information, including name, address, and email address; (4) the signature of the owner; (5) a statement by the owner that the owner has a good faith belief that the use of the copyright or trademark is not authorized by the copyright or trademark owner, its agent, or the law; (6) a statement, under penalty of perjury, that the information is accurate, and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Note: Under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability

16. Operation of the Platform and Sites

(a) Fitpal makes all reasonable efforts to keep the Platform and Sites operational and available for access on a 24-hour-a-day, seven-day-a-week basis. This is occasionally subject to scheduled downtime for maintenance purposes, unscheduled maintenance, and systems outages.

(b) Fitpal, however, does not provide any assurance or warranty that: (i) access will always be available; (ii) Provider Services will be uninterrupted; (iii) its operation will be error-free; (iv) defects will be corrected; or (v) the servers that operate the Platform or Sites are free from viruses or other harmful components.

(c) You agree to assume the entire cost of all servicing, repair, or correction to your property arising from your use of the Platform, Sites, or Content.

(d) Fitpal may change, modify, add, remove, suspend, cancel, or discontinue any of its Platform or Sites, including the functionality, Content, and availability of any of their features in its sole discretion at any time consistent with these Conditions of Use. Your continued use of the Platform, Sites, Content, and Provider Services after any such change, modification, addition, removal, suspension, cancellation, or discontinued service demonstrates your consent to them.

17. Limitation of Liability

(a) You assume the risk of using the Platform and Sites for Provider Services. You further acknowledge and agree that Fitpal assumes no responsibility for any act or omission by any linked third-party website.

(b) Under no circumstances will Fitpal, their employees, officers, directors, shareholders, or agents be held liable for any indirect, incidental, consequential, special, exemplary, or punitive damages or damages whatsoever in connection with use of the Platform, Sites, Content, or Provider Services.

(c) ALL INFORMATION IN THE PLATFORM, SITES, AND CONTENT IS PROVIDED “AS IS.” ACCORDINGLY, FITPAL MAKES NO REPRESENTATIONS, AND NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, WITH RESPECT TO THE CONTENT, PROVIDER SERVICES, THE PLATFORM OR SITES, OR ANY LINKED WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, FITPAL DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED), INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(d) FITPAL GIVES NO WARRANTY AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, TIMELINESS, OR AVAILABILITY OF THE PLATFORM, THE SITES, THE CONTENT, PROVIDER SERVICES, OR OF ANY LINKED WEBSITE.

(e) By using the Platform or Sites, you signify that you assume the risk of accessing and using the Content and expressly release Fitpal from any responsibility and liability relating to your use of the Platform, Sites, or Content. We do not guarantee the accuracy of the information provided on the Platform and Sites and are not responsible for any errors or omissions in the information provided. You acknowledge and agree that Fitpal assumes no responsibility for any act or omission by any Provider User.

(f) Fitpal is not responsible for Provider Users’ damage or loss. You agree that Fitpal is not responsible to you or others for any loss or damages that result from your use (or non-use) of the Platform or Sites or any linked third-party website. This loss or damage includes, but is not limited to, direct, indirect, special, consequential, compensatory damage, incidental damage, lost profits or data, damages to your computer resulting from viruses, loss of or damage to other property, claims of third parties, or copying or display of the Platform, Sites, or Content. Fitpal is not responsible, regardless of whether Fitpal has been advised or knew or should have known of the possibility of such damages or claims. Your sole and exclusive remedy against Fitpal is to stop using the Platform, Sites, and Content.

18. No Warranty or Guarantee of Any Outcome

(a) Fitpal has made efforts to provide accurate Content about the Provider Services. The Content is provided without any warranty or guarantee. Any Content, Provider Services, or other information on the Platform and Sites does not guarantee any specific result or outcome. Fitpal makes no guarantee and no warranty of any outcome or result related to Provider Services, Platform, Sites, or the Content.

(b) FITPAL MAKES NO GUARANTEE AND NO WARRANTY THAT THE CONTENT OR SITES WILL OPERATE UNINTERRUPTED AND ERROR- FREE.

19. Indemnification for Your Use of the Platform, Sites, Content, and Provider Services

(a) Neither Fitpal, nor any licensors, affiliates, subsidiaries or parent companies, nor any respective officers, directors, other employees, or agents will be liable for any damages including, but not limited to, indirect; incidental; consequential; special; exemplary; or punitive damages. In no event shall Fitpal nor any licensors, affiliates, subsidiaries or parent companies, nor any respective officers, directors, employees or agents will be liable for any special, indirect, or consequential damages, or damages whatsoever resulting from loss of use or data, whether in an action of contract, negligence, or other tortious action, arising out of or in connection with the use of the Platform or Sites. Your sole and exclusive remedy for dissatisfaction with the Platform, Sites, Content, or Provider Services is to stop using the Platform and Sites and engaging in Provider Services. Fitpal provides no indemnification of any kind.

(b) By using the Platform or Sites, you agree to indemnify Fitpal from any suit or proceeding made or brought against Fitpal by a third party for claims that relate to your use of any portion of the Platform, Sites, the Content, or Provider Services, your failure to comply with applicable law, your breach of these Conditions of Use, or your breach of any representations and warranties provided to us.

20. Links to Third-Party Websites

(a) Fitpal may provide links to third-party websites. The Platform and Sites occasionally provide links to third-party websites. By clicking on these links, you agree that Fitpal is not responsible and does control any information on these websites. Third-party websites are unrelated to, and are not maintained by, Fitpal.

(b) By clicking on such links, you agree that Fitpal is not responsible for third-party websites’ content, regardless of whether your access is provided by Fitpal or by another third-party. Fitpal does not warrant the accuracy, timeliness, or suitability of the content of any third-party website.

(c) By providing a link to a third-party website, Fitpal does not endorse the products or services of that linked website, nor does it endorse the third-party website’s sponsoring organization. Your sole and exclusive remedy for claims arising from any such third-party products or services is against the third-party provider and not Fitpal.

(d) Third-party websites may provide links to Fitpal. Fitpal hereby grants third-party websites the limited right to link to its website. This limited license does not grant the right to “framing” of the Content or grant any other activity that could create a misimpression or confusion among users with respect to sponsorship or affiliation.

21. Affiliate Disclaimer

(a) Pursuant to the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255 Sections 255.0 through 255.5, some of the links are affiliated links. This means that Fitpal may receive payment if you purchase products or services through such links. Fitpal only utilizes affiliate links for products or services that its principals have personally used and believe will add value to its visitors and users.

22. No Assignment

(a) The Conditions of Use, licenses, Memberships, and Subscriptions may not be transferred or assigned by you but may be assigned by us without restriction.

23. Applicable Law and Enforcement of Conditions of Use

(a) The laws of the state of New York, without giving effect to its principles of conflicts of law, govern all adversarial proceedings arising out of these Conditions of Use. If a Provider User takes legal action against us relating to the Platform and Sites’ privacy policies, the federal and state privacy policies of Fitpal, or these Conditions of Use or relating to the Provider Member’s interactions with or relationship to Fitpal relating to the Platform or Sites, that Provider user agrees to file such action only in the state and federal courts located in New York.

(b) By using the Platform or Sites, you agree that: (i) if any provision of these Conditions of Use is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded; (ii) that if an unenforceable provision is modified or disregarded in accordance with this paragraph, then the rest of these Conditions of Use will remain in effect as written; and (iii) that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

(c) No waiver of any of these Conditions of Use shall be effective unless it is in writing and signed by the authorized representatives of Fitpal. No such waiver shall be deemed a further or continuing waiver of such term or any other term or condition of use.

(d) These Conditions of Use and the privacy notices constitute the entire agreement between you and Fitpal as it relates to your use of the Platform and Sites. It does not create any relationship between you and Fitpal that is not contemplated in these policies.

24. Arbitration

(a) Arbitration offers a faster, less expensive, and more efficient method of resolving disputes than resorting to the court system. Fitpal has therefore adopted, and Provider User agrees to adopt, arbitration as its preferred means of resolving disputes arising out of or relating to these Conditions of Use or the subject matter of these Conditions of Use, or any breach of these conditions of use, including any dispute regarding the scope of this clause. Such disputes will be resolved through arbitration administered by the American Health Lawyers Association (“AHLA”) Dispute Resolution Service and conducted under the AHLA Rules of Procedure for Arbitration. Judgment on the award may be entered and enforced in any court having jurisdiction. The arbitrator selected shall have the authority to grant the Provider User or Fitpal or both all remedies otherwise available by law. The parties understand they are waiving their right to a jury trial in favor of arbitration.

(b) This provision does not include any claims that Provider User cannot be required to arbitrate as a matter of law or any matters required to be brought before an administrative forum. These Conditions of Use do not preclude the Provider User from filing a claim or charge with a governmental administrative agency.

(c) This agreement to arbitrate disputes does not prohibit the Provider User or Fitpal’s right to seek equitable relief from a court, including but not limited to injunctive relief, pending the resolution of a dispute by arbitration.

25. No Third Party Beneficiaries

(a) Except as otherwise expressly provided in the Conditions of Use, no person that is not a party to the Conditions of Use will be a third-party beneficiary of any rights or obligations or be entitled to enforce any rights or obligations.

26. Amendments and Modifications

(a) Fitpal may amend, modify, or update these Conditions of Use, the Content, or the Provider Services at any time without prior notice. If you use the Platform or Sites after any changes, you agree to be bound by the changes. These Conditions of Use may be electronically signed. Electronic signatures have the same force and effect as handwritten signatures.