These Terms and Conditions of Service and Membership (these "Terms") are a legal agreement between you ("Member," "you," or "yours") and Froedtert & The Medical College of Wisconsin Community Physicians, Inc. and  Affiliates (collectively, "Company," "we," "our," or "us") and govern your Membership and access to and use of the Services located in the Platform.

Definitions

The following definitions apply to these Terms. Additional defined terms are indicated throughout.

"Applicable Laws" means all state and federal laws and regulations that apply to the Service.

"Assessments" means the clinical assessment tools available as part of the Service.

"Froedtert & The Medical College of Wisconsin Community Physicians, Inc. Affiliates" means Froedtert ThedaCare Health, Inc. ("Froedtert") and the affiliates of Company that are covered entities, including, without limitation, the following affiliates of Company designated as part of a single affiliated covered entity ("ACE") for purposes of HIPAA: Froedtert Memorial Lutheran Hospital, Inc., d/b/a Froedtert Hospital; Community Memorial Hospital of Menomonee Falls, Inc., d/b/a Froedtert Menomonee Falls Hospital; St. Joseph's Community Hospital of West Bend, Inc., d/b/a Froedtert West Bend Hospital; Holy Family Memorial, Inc.; Froedtert Health Neighborhood Hospital, LLC, d/b/a Froedtert Community Hospital; Froedtert Manitowoc Medical Group, LLC, Froedtert Surgery Center, LLC; Menomonee Falls Ambulatory Surgery Center, LLC; West Bend Surgery Center, LLC; Drexel Town Square Surgery Center, LLC; Wisconsin Diagnostic Laboratories, LLC; Holy Family Health Services, Inc.; Froedtert Health Pharmacy, LLC; Froedtert Health Home Infusion, LLC; Inception Health, LLC; and any other affiliate Froedtert designates as part of its ACE for purposes of HIPAA.

"Platform" means the web based and mobile applications used by us to make the Services available to you.

"Provider" means physicians and other health care providers, employed or contracted by Froedtert & The Medical College of Wisconsin Community Physicians, Inc. and its Affiliates.

"Service(s)" means Virtual Visits, Assessments, and other functionality provided by us through the Platform, including integration of medical records, connection to Froedtert & The Medical College of Wisconsin Community Physicians, Inc. Affiliates, connection to other third party services, administrative and customer support, scheduling and payment, integration of your medical record information into the Service, and other services that we may add from time to time on the Platform.

"Virtual Visits" means our online interfaces, clinical services, and properties (including, our mobile services, websites, software) that allow you to interact with Providers for communication, consultations, assessments, and treatment as part of the Service and Platform.

Along with the terms applicable to your use of the https://www.froedtert.com/ website, the specific Froedtert & MCW website https://my.froedtert.com/, and the Froedtert & MCW mobile application (the "App"), any additional terms and conditions posted by Company through the Platform or otherwise made available to you by Company or the Froedtert & The Medical College of Wisconsin Community Physicians, Inc. Affiliates including the Privacy Policy and Joint Notice of Privacy Practice which are incorporated herein by reference, these Terms set forth the legally binding terms and conditions that govern your Membership and use of the of the Platform and Services.

You acknowledge that by creating your "Here Health Account" and accessing the Platform and using the Services, you are accepting and consenting to be bound by these Terms. If you do not agree with all of the provisions of these Terms, you may not access or use the Services.

About Here Health Membership

Froedtert & The Medical College of Wisconsin Community Physicians, Inc. provides members ("Members" and your status as a Member is referred to as your "Membership") with access to the Platform that includes Virtual Visits, Assessments, a variety of information, resources, and interactive tools, and other digital services, connection to our affiliated pharmacy or other third-party pharmacy services, connection to other Third Party Services, administrative and customer support, scheduling and payment, integration of your medical record information into the Platform, and other services that we may add from time to time on the Platform.

Other than any Virtual Visits from Providers, the Platform and Services are intended solely for your information and convenience. The Platform and Services are meant to offer you a general understanding of health care topics, medical conditions, and Froedtert & The Medical College of Wisconsin Community Physicians, Inc. programs and services.

In order to participate in the Platform, you must first register with Froedtert & MCW at https://id.my.froedtert.com/ if you are not already registered. You must then complete the registration process necessary to create a Here Health Account to become a Member of Here Health by following the instructions set forth in the application and providing certain information to us, such as a payment method ("Payment Method") and phone number. You agree that you will maintain and update this information as required in order to keep it current, complete, and accurate. In order to use some of the Third Party Services, you may be required to agree to additional terms and conditions, which become part of these Terms and to pay for those services separately.

If you think you may have a medical emergency, call your doctor or dial 9-1-1 immediately.

Froedtert & The Medical College of Wisconsin Community Physicians, Inc. does not recommend the self-management of health or medical problems. Froedtert & The Medical College of Wisconsin Community Physicians, Inc. does not promote or recommend any particular form of medical or alternative treatment.

Accessing the Platform and use of the Services is at your own risk. You will be solely responsible for your use of and reliance on the content in the Platform. You will be solely responsible for the decisions or actions resulting from your access to the Platform and use of the Services.

THE PLATFORM AND SERVICES ARE NOT FOR EMERGENCY OR URGENT MEDICAL MATTERS. FOR ALL URGENT OR EMERGENCY MATTERS THAT YOU BELIEVE MAY IMMEDIATELY AFFECT YOUR HEALTH, CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM OR URGENT CARE FACILITY.

Included Services

Upon receipt of Membership Fee, you will be enrolled as a Member and be eligible to access the Platform and receive the Services as described on Appendix A (the "Included Services"). We may add or discontinue Included Services in our sole discretion.

Excluded Services - Additional Fees

Any services not provided on the list of Included Services ("Excluded Services"), are not covered by these Terms and your Membership, and may require you to pay an additional fee directly to the Third Party Service or other applicable provider of Excluded Services. Excluded Services means any healthcare or medically related service you receive outside of the Included Services, including, but not limited to, emergency room visits, hospital treatment, specialist care, and any items or services referred or ordered to be performed by a Third Party Service, like third party app subscriptions, laboratory tests, imaging tests, or CT scans.

Here Health is Not an Insurance Product

Froedtert & The Medical College of Wisconsin Community Physicians, Inc., the Platform and the Services are not intended as a substitute for insurance. Neither Froedtert & The Medical College of Wisconsin Community Physicians, Inc. nor the Providers are insurers or are engaged in the business of insurance. Froedtert & The Medical College of Wisconsin Community Physicians, Inc. makes no guarantee as to whether your Membership Fee or use of the Service may be combined with any third-party insurance or whether, if combined, it can count toward your health insurance deductibles and maximum out of pocket expenses.

MEMBER ACKNOWLEDGES AND UNDERSTANDS THAT THE COMPANY, THE SERVICES AND THESE TERMS ARE NOT A HEALTH INSURANCE POLICY NOR A HEALTH BENEFIT PLAN, AND DOES NOT PROVIDE HEALTH INSURANCE COVERAGE, NOR IS IT A CONTRACT OF INSURANCE. NEITHER MEMBERSHIP NOR THESE TERMS MEET ANY INDIVIDUAL HEALTH BENEFIT MANDATE THAT MAY BE REQUIRED UNDER FEDERAL LAW.

FROEDTERT & THE MEDICAL COLLEGE OF WISCONSIN COMMUNITY PHYSICIANS, INC. STRONGLY ENCOURAGES MEMBER TO MAINTAIN HEALTH INSURANCE DURING THE TERM OF THIS MEMBERSHIP TO COVER ANY AND ALL HEALTHCARE EXPENSES AND SERVICES THAT ARE NOT PROVIDED UNDER THE FROEDTERT & THE MEDICAL COLLEGE OF WISCONSIN COMMUNITY PHYSICIANS, INC. SERVICES AND THESE TERMS. MEMBER SHOULD PURCHASE HEALTH INSURANCE TO COVER, AT MINIMUM, UNPREDICTABLE AND CATASTROPHIC EXPENSES.

No Insurance Claims

You represent your Membership or use of the Services does not conflict with the terms of any other health benefit program in which you are a member. You acknowledge and agree that neither Froedtert & The Medical College of Wisconsin Community Physicians, Inc. nor the Providers will bill any health benefit plan, third party administrator and/or insurance carrier on your behalf for any Services provided to you nor for the Membership Fees incurred pursuant to these Terms.

Regarding Tax-Advantaged Medical Savings Accounts

Some Members may have tax-advantaged savings accounts, including, but not limited to, health savings accounts, medical savings accounts, flexible spending arrangements, health reimbursement arrangements, or other health plans similar thereto (collectively, the "Tax-Advantaged Savings Accounts"). You acknowledge and understand that it is unlikely that the Membership Fee or any of the other fees incurred in connection with the Platform or Services may be paid using a Tax-Advantaged Savings Account. Every Tax-Advantaged Savings Account is uniquely different, and you are hereby advised to consult with your health benefits advisor regarding whether any of the fees incurred in connection with the Platform and Services may be paid using funds contained in any Tax-Advantaged Savings Accounts you may have.

Eligibility

The Member must be at least 18 years of age to access the Platform and use the Services. Individuals under the age of 18 may only utilize the Platform and use the Services with the involvement of a parent or legal guardian, under such person's Here Health Account as an Additional User and otherwise subject to these Terms, including the Proxy Access requirements set forth in the Terms and Conditions on the Froedtert & MCW website https://my.froedtert.com/.

No Medicare and Medicaid

You represent that you are not a participant or beneficiary under any federal or state health care program, including Medicare or Medicaid. In the event that you become a participant of such a program, then you shall provide concurrent notice to us and your Membership shall be terminated without further notice.

Additional Users

A Member may add additional users who are in such Member's immediate family (spouse and dependent children) to the Membership (each, an "Additional User"). Additional Membership Fees may apply to Additional Users. In the event you include Additional Users, you hereby agree to these Terms on behalf of each of your Additional Users and are responsible for ensuring that Additional Users are aware of and comply with these Terms. Throughout these Terms, "you" and "Member" shall also include all Additional Users. In the event Additional Users are under 18 years of age, you represent and warrant that as to Additional Users(s):

1. you are the spouse, parent or legal guardian of each Additional User included in the Here Health Account;

2. you will create a profile within your Here Health Account for each Additional User;

3. if access to the Platform or Services requires you to have access to the Additional User‘s electronic medical record in our Epic EHR System, you will have complied with Proxy Access requirements set forth below to the extent applicable;

4. if you are the Parent or legal guardian of an Additional User, each Additional User is under the age of majority in the applicable jurisdiction;

5. you have the right under applicable law to access the Platform and use the Services on behalf of such Additional User;

6. you have access in connection with the Platform and Services to any information relating to such Additional User;

7. each Additional User of which you are the Parent or legal guardian has not been emancipated due to circumstances such as marriage, military service, or judicial emancipation;

8. each Additional User is not under the care of a government agency;

9. you will be physically present for the duration of any such access or use of the Services for each Additional User of which you are the Parent or legal guardian; and

10. you will promptly cease such access to the Platform and use of the Services on behalf of such Additional User after he or she reaches the applicable age of majority.

Upon request by Company from time to time, you will submit any reasonably requested documentation to verify compliance with the foregoing.

Virtual Visits – Location of Member

You agree that Virtual Visits are only available to Members who are located at the time of the Virtual Visit in a state in which the Provider is licensed to practice medicine and/or provide health care services. You are responsible for validating your physical location at the time of the Virtual Visit. We may terminate your Membership in the event you receive health care services under the Membership where the Provider is not licensed to practice. A list of states in which Providers are licensed is included on Appendix A.

Member Responsibilities

You understand that it is your responsibility to gain access to a telephone, computer, email, the internet or video conferencing service to access the Platform, use the Services and engage in Virtual Visits. You understand that it is your responsibility to provide Provider with accurate and complete medical records, history and descriptions of conditions and physical well-being.

You understand that, as with any service, to the extent that information provided is not accurate and complete, the services provided by Provider may be materially affected and you assume any risk and takes full responsibility and waive any claims against Company and the Provider for personal injury, death or damages as a result of inaccurate or incomplete information provided by you or your authorized representatives.

Members are responsible for: (1) controlling the dissemination and use of activation codes and passwords; (2) authorizing, monitoring and controlling access to and use of their user ID and password(s); and (3) promptly informing us of any need to deactivate a password by using the contact information at the end of these Terms. Members are exclusively responsible for controlling who has access to their user ID and password(s) and are therefore responsible if there is any unauthorized access to their medical information via use of their user ID and password(s). In the event that you believe your password has been compromised, you may change or deactivate it at any time.

By creating a Here Health Account, you represent and warrant that: (1) you are at least eighteen (18) years of age; (2) that you have the legal ability and authority to enter agree to these Terms; (3) that the information you have provided to us in your registration is accurate and complete; (4) that you will comply with any and all laws applicable to your use of the Platform and Services; (5) that you will not interfere with a third party's use and enjoyment of the Platform and Services; and (6) that you will not interfere with or disrupt and security measure taken by us or our vendors. If any information provided to us becomes inaccurate, incomplete or otherwise false or misleading, you will immediately notify us by using the contact information at the end of these Terms.

We will utilize certain security measures within the scope of the Platform and Services such as verification of identify through the use of specific activation codes. However, once you access your medical information through the Platform you are solely responsible for maintaining the security of such information on your end as well as the information required to access such information (i.e., your password). We explicitly disclaim liability for any and all losses and damages arising from your failure to comply with your responsibilities as a Member.

Telehealth, Virtual Visits and Consent

Providers may provide certain Telehealth (defined below) services to you as part of Virtual Visits. You consent to receive emails, texts or other electronic communications from us or Providers pertaining to your care and your health, which may include Protected Health Information ("PHI") under the Health Insurance Portability and Accountability Act ("HIPAA"). You understand that Virtual Visits via phone, text, email, video, or otherwise, could involve, and you hereby consent to the use of, automated tools for diagnosis, care, treatment or communication pertaining to healthcare matters. You also acknowledge that such Virtual Visits may involve care by a variety of Providers, including physicians, registered nurses, nurse practitioners, physician assistants, nutritionists, therapists, and other support or medical personnel.

You give permission to us and the Providers to record and process your personal details and medical data. You may withdraw these permissions at any time by no longer seeking Virtual Visits through the Platform.

"Telehealth" is the delivery of healthcare services using technology when the healthcare provider and patient are not in the same physical location, and/or the virtual delivery of healthcare services, including by a medical provider or via digital or automated tools, including without limitation tools for medical or health-related diagnosis and treatment. The Virtual Visits may utilize Telehealth for diagnosis, treatment, care, follow-up and/or patient education, and may include, without limitation, the following: electronic transmission of patient medical records, medical images, and/or other patient data or information; synchronous (i.e., "real time") and asynchronous (i.e., non-"real time") interactions via audio, video, text, and/or data or other electronic communications; automated, electronic or digital tools or services for diagnosis, care, treatment and/or communication pertaining to healthcare or medical matters; and output, transmission or exchange of data from medical devices, sound and video files. Further, you understand that it may be possible that your condition cannot be treated via a Virtual Visit, or that information transmitted through the Virtual Visit may not be sufficient or of too poor of image quality, or insufficient information or data to allow for appropriate medical decision making. Accordingly, you may be required to seek additional in-person medical care, alternative healthcare or emergency services. If your health or medical problem or condition persists after use of Virtual Visits, you will immediately contact your medical services provider and seek appropriate additional in-person medical care or emergency care, as appropriate.

In all cases, the scope of the clinical services delivered via Telehealth during a Virtual Visit will be at the sole discretion of the Provider who is interacting with the patient, with no guarantee of diagnosis, treatment, or prescription. The Provider will determine whether or not the condition being diagnosed or treated is appropriate for a Virtual Visit encounter via the Platform.

By clicking "ACCEPT" or by accessing the Platform, using the Services or engaging in Virtual Visits, you acknowledge and accept the risks identified above and the terms associated with the receipt of clinical services via Virtual Visits and you give your informed consent to receive clinical services under the terms described herein and the Consent to Treat signed or accepted separate from these Terms.

Mental Health Services Disclaimer

Mental health services may involve discussing sensitive aspects of your life in person or via Virtual Visits or through the Services. You may experience uncomfortable feelings like sadness, guilt, anger, frustration, loneliness, or helplessness. If at any point you experience significant increased distress or have thoughts of harming yourself or others, you agree to notify your mental health provider so that an appropriate level of support can be provided. Your Provider may utilize a set of psychological symptom questionnaires in order to assist with determining a diagnosis and track your progress in counseling, and may discuss the nature of these assessments and your results when applicable.

Proxy Access for Persons Involved in Your Care

You must be at least 18 years of age to use the Platform or engage in Virtual Visits. Some Third-Party Services may only be accessed and used by individuals of a certain age. You agree to only access and use the Third-Party Services if you meet the age requirements.

You may designate another person involved with their care, called a "Proxy", to receive your information through the Platform, including your electronic medical record in our Epic EHR System by following the Proxy Access requirements set forth in the Terms and Conditions on the Froedtert & MCW website https://my.froedtert.com/. We reserve the right to revoke Proxy Access at any time for any reason.

Membership Fee

Your Membership and access to the Platform and Services commences and/or renews only upon our receipt of the Membership Fee and continues for Membership Cycle covered by the Membership Fee (e.g., if annual Membership Fee payment, then the time period is 1 year; if a monthly Membership Fee payment, then the time period is for 1 month). Your Membership Fee includes access to the Platform for you. Additional Users may incur additional Membership Fees.

By starting your Membership, you authorize us to charge your Payment Method a membership fee at the then current rate, which may change from time to time (the "Membership Fee"), on the first day of each Membership Cycle until your Membership is canceled, placed on hold, or terminated. We reserve the right to change the timing of its billing, provided that we will adjust the amount it bills in accordance with any such change.

If we do not receive the Membership Fee from you, we may terminate your access to the Platform and Services. All fees are non-refundable, unless otherwise provided in these Terms. We may change the price of your Membership from time to time, and will communicate any price changes to you via the email associated with your Membership in advance of any price increase, and if applicable, how to accept those changes. Price changes will take effect at the start of the next Membership Cycle following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Platform and Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from Membership prior to the price change going into effect.

If a Membership Fee is not successfully settled, and you do not edit your Payment Method information or cancel your Membership (see, "Cancellation of Membership" below), you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated, including in the event you attempt to create a new account. This may result in a change to your payment billing dates. If we cannot charge your Payment Method, we reserve the right, but are not obligated, to terminate your Membership or any portion thereof.

We will bill the Membership Fee to you through a third-party provider (currently, Stripe, Inc.) we use to process payments for the Services from your financial service provider. The third-party provider alone collects and manages your payment information, including, without limitation, any credit card numbers. We do not store or have access to any of your payment information. You may have the option of establishing a payment account with the third-party provider to facilitate recurring payments, which would then be subject to separate terms and conditions. Use of the Stripe payment service is subject to Stripe's Terms of Use and Privacy Policy. Third Party Services may also charge fees. The collection of such fees is subject to the terms of use for such Third Party Services.

Cancellation of Membership

Your Membership starts on the date that you create your Here Health Account and provide us with your Payment Method. You will be charged for your Membership starting on the date of your membership, unless you have trial period (as specified during your sign-up for the Membership). After your trial period ends (if any), your monthly Membership will automatically renew and continue for a one (1) month period, and your annual Membership will automatically renew and continue for a one (1) year period (each, a "Membership Cycle") unless and until you cancel your Membership or we terminate it.

You can cancel your monthly or annual Membership at any time. To avoid charges associated with the next Membership Cycle, cancel at least one (1) day prior to your Membership Cycle renewal date. If you cancel your Membership within the first thirty (30) days of your Membership, you will receive a full refund of any fees paid. Amounts paid for Third Party Services are not refundable. If you cancel your Membership at least one (1) day before the next Membership Fee is due, your Membership and access to the Platform and Services will terminate on the day your next Membership Fee is due. Otherwise, we will bill you for an additional Membership Fee, and your Membership and access to the Platform and Services shall expire one month after your last paid Membership Fee for monthly Membership Cycles, or one year after your last paid Membership Fee for annual Membership Cycles. If you need to update your billing details associated with your account at any time, you may do so from your Here Health Account page.

You may also cancel your Membership via mail. Your request must include the full name and email address connected with your Here Health Account. Please mail this request to:

Inception Health, LLC.
W129 N7055 Northfield Dr.
Menomonee Falls
Wisconsin, 53051

Termination or Modification by Company

We reserve the right to modify or terminate the Services, your status as a Member, your Additional Users' status as such and access to the Platform and/or your access to the Services by terminating or deactivating your Here Health Account or canceling your Membership for any or no reason, without notice, at any time and without liability to you. If your Membership is terminated, you may still have access to your Here Health Account, and we may retain any content that you posted or data that you generated through your Here Health Account and use of the Platform and Services or delete it, and all rights granted to you in these Terms will immediately cease. You acknowledge and agree that your only recourse against us in the event we terminate your Membership is a prorated discount of the monthly fee paid for the Services calculated as of the date your Membership was canceled. We will not be liable to you or any third party for any claims or damages arising out of any termination or suspension, or any other actions taken by us in connection with such termination or suspension.

Third Party Services, Applications and Websites

The Platform may incorporate or link content, tools, features, and sites provided by third parties (collectively, "Third-Party Services"). We do not recommend and do not endorse any Third-Party Services. We are not responsible for Third-Party Services. We do not make any representation or warranty regarding the content or accuracy of Third-Party Services. Your use of Third-Party Services is at your own risk and subject to the terms and conditions of use for such Third-Party Services. These Terms only apply to your Membership, the Platform and the Services. We encourage you to read the terms of use, privacy policies, and other policies which apply to such websites and apps before using them. When you access MyChart from a Third-Party Service that does not contain our logo and that requires you to provide your MyChart credentials, you are outside of the Platform. The Platform may provide links or interface with products and services of third-party companies that we have made arrangements with to offer you services to help you manage your health or to take and fulfill orders when you purchase items or materials from us. These Third-Party Services may be co-branded, meaning that they display our logo or the MyChart logo and the logo of the third-party company, but they are owned and controlled by the third party.

The Platform also may provide links to or interface with Third-Party Services with which we have no business relationship with the third-party that controls the product or service and a link or interface is provided only as a convenience to you.

We make no representations or warranties whatsoever about any mobile applications or other Third-Party Service described in this Section or any advertisements in the Platform. We are not responsible for the acts or omissions of these third-party companies or how they use and disclose information about you. The Third-Party Services are independent from the Platform. When you use the links in the Platform to access Third Party Services or access, request or save your information though products and services interfaced with the Platform, you do so entirely at your own risk.

We have no control over the content on Third Party Services and do not endorse or accept any responsibility for the content or your use of the products or services. We would like to hear from you if you find any product or service linked to within the Platform or any product or service interfaced with the Platform objectionable.

We disclaim all representations and warranties as to the security or privacy of any data you provide to any third party. We do not ensure the security of communications not under our control, including your sharing of information with other health care providers or access to your account by third-party companies which you permit.

Only the third parties' terms of use and privacy policies will apply to your use of their products and services and the third parties' use of the patient's information. The Third Party Services are not governed by the Joint Notice of Privacy Practice or the Privacy Policy.

Consent to Electronic Communications

You agree that we may send the following to you by using the communications feature of the Platform, by email or by posting them on our website and any relate software products: legal disclosures; these Terms, the Joint Notice of Privacy Practice; changes to any of the above; and other notices, policies, communications or disclosures and information related to the Platform. You agree that we may contact you via secure messaging using the Platform, email, phone, text, or mail regarding the Platform. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy.

If you later decide that you do not want to receive certain future communications electronically, please contact us using the information at the end of these Terms. You may also opt out of certain electronic communications through your Here Health Account or by following the unsubscribe instructions in any communication you receive from us, except that you may not be able to opt out of certain of these text or other electronic communications relating to your care or visit.

Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice described above.

We will need to send you certain communications electronically regarding the Platform. You will not be able to opt out of those communications – e.g., communications regarding updates to these Terms or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to and accepted by you.

Froedtert & The Medical College of Wisconsin Community Physicians, Inc. Affiliates – Access to Epic EHR System

To facilitate your care among Company and the Froedtert & The Medical College of Wisconsin Community Physicians, Inc. Affiliates, we may have the ability to import your protected health information maintained in the Epic EHR System of Froedtert & The Medical College of Wisconsin Community Physicians, Inc. Affiliates and to export protected health information maintained in our Epic EHR System or other electronic health record to Froedtert & The Medical College of Wisconsin Community Physicians, Inc. Affiliates in connection with the Services for the purposes of treatment, registration, enrollment, linking, and health care record retrieval. You acknowledge and agree that protected health information disclosed or received using the Services may not be a complete clinical record or history with respect to you, and it is the sole responsibility of any treating health care provider to confirm the accuracy and completeness of any information used for treatment purposes and to obtain whatever information the provider deems necessary for the proper treatment of the patient.

License to the Platform

Subject to these Terms, including payment of the Membership Fee, if applicable, we grant you a personal, nontransferable, nonexclusive, revocable, limited license to access and use the Platform for your personal, non-commercial use. All other rights are expressly reserved.

You acknowledge that the Platform and various elements contained therein are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the Platform.

In the event you choose to provide us with any feedback, suggestions, or similar communications, all such messages (collectively, "Feedback") will be considered non-personal, non-confidential, and nonproprietary. You hereby grant us a perpetual, sub-licensable, assignable, unrestricted, worldwide, royalty-free, irrevocable license to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute your Feedback, in whole or in part, and including all intellectual property rights therein.

We may terminate this license at any time for any reason. If you breach any of these Terms your license to the Platform terminates immediately. Upon termination, you must stop using the Platform, including all websites and related software products. You may terminate your license to use the Platform by ceasing to use the Platform.

Use of Platform

By accessing the Platform, you agree:

- not to use the Platform in any way not explicitly permitted by these Terms or the text located in Platform;

- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

- not to copy, modify or create derivative works involving the Platform;

- publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;

- upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;

- upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;

- not to misrepresent your identity or provide us with any false information in any information-collection portion of the Platform, such as a registration or application page;

- not to take any action intended to interfere with the operation of the Platform;

- not to access or attempt to access any portion of the Platform to which you have not been explicitly granted access;

- not to share any password assigned to or created by you with any third-parties or use any password granted to or created by a third party;

- not to directly or indirectly authorize anyone else to take actions prohibited in this section;

- harvest or otherwise collect information about others, including e-mail addresses, without their consent;

- violate any applicable laws or regulations; and

- to comply with all applicable laws and regulations while using the Platform or any related websites or software products.

Violation of any of the foregoing may result in the suspension or termination of the Platform.

Disclaimers

COMPANY PROVIDES THE PLATFORM AND SERVICES "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT ACCESS TO THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE PLATFORM OR THE SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY WILL USE REASONABLE EFFORTS TO KEEP THE CONTENT TIMELY AND ACCURATE, BUT MAKES NO GUARANTEES, AND DISCLAIMS ANY IMPLIED WARRANTY OR REPRESENTATION ABOUT ITS ACCURACY, RELEVANCE, TIMELINESS, COMPLETENESS OR APPROPRIATENESS FOR A PARTICULAR PURPOSE. FROEDTERT & THE MEDICAL COLLEGE OF WISCONSIN COMMUNITY PHYSICIANS, INC. ASSUMES NO LIABILITY ARISING FROM OR RELATING TO THE DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE PLATFORM OR SERVICES.

The Platform and Services are intended for use only within the United States of America. We make no representation that the Platform or Services are appropriate, or are available for use outside the United States of America. Those who choose to access and use our Platform and Services from outside the United States of America do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws.

Limitation of Liability

THE PLATFORM AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS", "AS AVAILABLE" BASIS. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE PLATFORM AND SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. WE MAY MAKE CHANGES TO THE PLATFORM AT ANY TIME.

WE MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED IN THE PLATFORM OR SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL WE AND OUR AFFILIATES, PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION THOSE RELATING TO LOST PROFITS OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR SERVICES OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, PRODUCT LIABILITY, TORT OR OTHER LEGAL THEORY AND EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

YOU AGREE THAT YOU USE THE PLATFORM AND SERVICES AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES.

Information Disclosure

We reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, including personally identifiable information, or to edit, refuse to allow or to remove any information or materials, in whole or in part, in our sole discretion. Any disclosure of medical information, such as PHI under HIPAA or state medical information privacy laws, is subject to the restrictions and requirements of such laws.

In the course of using the Platform or Services, you may be required to enter certain information, including without limitation personal information (collectively, "Information"). You represent and warrant that you will provide Company with full, true and correct Information, and to update such Information on the Platform promptly as reasonably necessary and as required by the Platform.

General Provisions

We may modify these Terms from time to time. We will notify you of material changes by posting the amended terms here. If we have your email on file, we will also notify you of material changes to the Terms using the secure messaging function within the Platform. Please make sure we have your current email address so that you will receive notice of any material changes. If you do not agree with the proposed changes, you should discontinue your use of the Platform before the effective date of the change. If you continue using the Platform after the effective date, you will be bound by the updated Terms.

These Terms make up the entire agreement relating to your access to the Platform and use of the Services, and supersede all prior agreements relating to the subject matter hereof.

We may change, suspend, or discontinue any of the Platform or Services at any time. We will try to give you prior notice of any material changes to the Platform and Services. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform or Services.

We may change, suspend, or discontinue any of our partnerships, including health system partnerships, at any time. We will provide you with notices of such changes as applicable.

You may not transfer any of your rights or obligations under these Terms to anyone else without our consent. We may assign our rights in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

Even after termination, these Terms will remain in effect such that all terms that by their nature may survive termination will survive such termination.

The laws of the State of Wisconsin govern these Terms and any cause of action arising under or relating to your use of the Platform, without reference to its choice-of-law principles. If any version of the Uniform Computer Information Transactions Act (UCITA) is enacted as part of Wisconsin law, that statute shall not govern any aspect of these Terms. The parties hereby disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods.

You agree that the exclusive jurisdiction and venue for any dispute in any way relating to your use of the Platform is in the state and federal courts in Milwaukee County, Wisconsin. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute.

If any provision of these Terms is determined to be invalid under any applicable statute or rule of law, such provision is to that extent to be deemed omitted, and the balance of the Terms shall remain in full force or effect.

No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

You agree to defend and indemnify us and our subsidiaries, affiliates, officers, directors, employees, and agents, harmless from any claim, demand, or damage, including reasonable attorneys' fees, arising out of or related to your breach of these Terms or your use or misuse of the Platform.

If you have any questions about these Terms, please contact digitalsupport@froedtert.com.

Waiver of Right to Pursue Class Action Claims

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY, ITS AFFILIATES OR ANY PROVIDER.

YOU AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM IS PERSONAL TO YOU AND COMPANY, ITS AFFILIATES AND ANY APPLICABLE PROVIDER. AS SUCH, YOU AGREE TO ONLY RESOLVE DISPUTES WITH COMPANY, ITS AFFILIATES AND ANY PROVIDER ON AN INDIVIDUAL BASIS, AND WAIVE ANY RIGHT TO PURSUE ANY CLAIMS ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST COMPANY, ITS AFFILIATES AND ANY PROVIDER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

Included Services

Your Here Health Membership entitles you access to the following Services ("Included Services"):

- Assessments

- Virtual Visits: Up to ten (10) Virtual Visits per Here Health Account per month. Regardless of the number of Additional Users on a Here Health Account, your Virtual Visits may not exceed the foregoing number of Virtual Visits in the defined time period.

- Third Party Services

Excluded Services

Anything not specifically listed as an Included Service is an Excluded Service. Excluded Services include, but are not limited to the following:

- Any health care services outside of the Virtual Visits, including but not limited to, primary care visits, emergency room visits, hospital stays, specialist care, imaging and labs, etc.

- Vaccines/medications

- Medical tests

- Durable medical equipment

- Specialty Care

- Long term behavioral health therapy

- Ancillary Services - Imaging, Labs, Rehab

- Procedures and surgeries

- Surgery and specialty consults

- Any health care service area for which Providers do not have a license to practice

States in Which Providers are Licensed

- Wisconsin