Acceptance of Terms of Use

Please carefully read these Terms of Use (“Terms”), which form a binding contract between you and Openwell, Inc. when you use our website, www.Openwell.com (“Site”), our mobile application (“App”), and related services (“Service”). Access to our Service is contingent upon your acceptance of these Terms, which apply to all users. If you check “I agree” or use our Site, App, or Service, you consent to these Terms and our Privacy Policy. If you do not agree, please refrain from using our Service.

Your access to and use of the Site, App, and Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the Service.

By checking the “I agree” box when prompted with Openwell’s Terms of Use, or by otherwise accessing or using the Site, App, or Service, you agree to be bound by these Terms as well as Openwell’s Privacy Policy. If you disagree or refuse to comply with any part of any of these Terms then you do not have permission to access the Site, App, or Service.

Your Relationship with Us

Openwell provides non-clinical administrative and operational services to independent medical practices (the Medical Groups). Openwell is not a medical practice itself, has no ownership interest in the Medical Groups, does not have control over the clinical decision-making of the Medical Groups, and is not responsible for the quality of care provided by the Medical Groups. In this Terms of Use, the term “Service” encompasses both the medical services provided by the Medical Groups and the non-clinical support services (related to the website and app) provided by Openwell.

Marketing

By sharing your cell phone number and email address with Openwell or by agreeing to these Terms of Use, you are providing prior express written consent to be contacted by or on behalf of Openwell and its affiliated providers (including marketing and telephonic sales communications). This includes emails to your email address and calls and text/SMS messages to the cell phone number that you provided to Openwell, including those placed using any kind of automated system for the selection or dialing of telephone numbers or automatic telephone dialing system and the playing of an artificial or recorded message when a connection is completed to a number called, and the transmission of prerecorded and/or artificial voice messages. You may opt-out of receiving text and SMS messages from Openwell or its affiliates providers at any time by replying with the word STOP from the mobile device receiving the messages. You are not required to directly or indirectly provide this consent or sign the written agreement or agree to enter into such an agreement as a condition of purchasing any property, goods, or services from Openwell. However, you acknowledge that opting out of receiving text (SMS) messages may impact your experience with the service(s) that rely on communications via text (SMS) messaging. If you wish to create an account or use Openwell’s products and services without providing consent to sales or marketing messages, please send an email to support@Openwell.com indicating your decision, so that we can ensure you do not receive any marketing or sales messages. You will still receive informational and transactional messages if you choose to use our service.

Disputes and Arbitration Provision

Any disagreement, conflict, or claim related to these Terms, or your interaction with the Site, App, or Services, shall be settled through confidential binding arbitration instead of in court. This includes issues that existed before this or any previous version of these Terms of Use, as well as those that might arise post-termination of these Terms. In arbitration, there is neither a judge nor a jury, and the review of an arbitration decision by a court is generally limited. Class action lawsuits are not permitted. Yet, an arbitrator has the authority to grant the same types of damages and relief that a court can provide. The decision made by the arbitrator(s) can be enforced in any court that has the proper authority.

To start the arbitration process, you are required to send a letter detailing your complaint to Openwell. Address this letter to: Openwell, Inc., Legal Department, 145 S Glenoaks Blvd PMB 2012 Burbank ,CA 91502. Should Openwell decide to initiate arbitration, it will notify you by sending a letter to the latest address we have for you in our records. This letter, whether from you or Openwell, must: (i) explain the nature and foundation of the claim or dispute; and (ii) outline the specific resolution sought. If Openwell and you don’t manage to resolve the dispute within thirty (30) days after the receipt of the letter, either party may begin arbitration. The sum of any settlement proposed by either Openwell or you before the arbitration won’t be disclosed to the arbitrator during the proceedings. For starting arbitration, you can obtain a “demand for arbitration” form from the American Arbitration Association (“AAA”) at www.adr.org. The arbitration will be overseen by a single commercial arbitrator from the AAA, adhering to the AAA’s Consumer Arbitration Rules and, when relevant, the Supplementary Procedures for Consumer Related Disputes.

Both Openwell and you agree that any dispute resolution will occur strictly on an individual basis, not as part of any class or collective action. If, for some reason, a dispute ends up in court instead of arbitration, both Openwell and you give up any claim to a jury trial. Despite the above stipulations, both Openwell and you acknowledge that either party may seek legal action in court to stop the infringement or other misuse of the other’s intellectual property rights.

Purchases

Should you decide to buy any product or service offered via the Service (“Purchase”), you might need to provide specific details relevant to your Purchase, including but not limited to your credit card details, your card’s expiry date, your billing, and delivery addresses.

You represent and warrant that (i) any credit / debit card information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit/debit card company, (iii) you will pay the charges incurred in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the credit / debit card was issued and you are authorized to make a purchase or other transaction with the relevant credit / debit card and information.

This service might use third-party services to facilitate payment and complete any Purchase. By entering your details, you allow us to share this information with third parties as described in our Privacy Policy.

For your convenience and to simplify the purchase process, our products and/or services may list a single total price for the collective products and/or services included in this purchase. If the product and/or services include medical services from our affiliated Medical Groups and/or prescription medication, the total price includes the amounts charged by the Medical Groups for their services and/or the pharmacies for prescription medication. These charges are collected by Openwell on behalf of and paid to these Medical Groups and pharmacies.

Agreement for Self-payment of Services

Openwell and our affiliated Medical Groups are committed to providing the best quality healthcare services. We do not participate in any insurance plans, including Medicare or Medicaid, and we do not accept any health insurance. Our services are 100% self-pay by our patients, and you agree to be responsible for full payment of the listed price of the services.

Your insurance policy is a contract between you and your insurance company. It is your responsibility to know your benefits, and how they will apply to your benefit payments, and we take no responsibility to understand or be bound by the terms and conditions of such insurance. By agreeing to use the Services, you are electing to purchase services that may or may not be covered by your insurance if you obtained those services from a different provider. There is no guarantee your insurance company will make any payment on the cost of the services you have purchased.

Consent for Recurring Payments

For products and/or services with recurring payments, the payment method you provided will be automatically charged at regular intervals as described during the checkout process. If a credit card / debit card account is being used for a transaction, Openwell may obtain preapproval for an amount up to the amount of the payment. If you would like to designate a different payment method or if there is a change to your payment information, please email support@Openwell.com to process this change.

Artificial Intelligence-Enabled Tools

Openwell’s Site and App may feature tools enabled by artificial intelligence (“AI”) that are designed to enhance users’ experience. The use of these tools is governed by these Terms as well as the AI Tool Addendum, the terms of which are incorporated fully herein. For privacy information regarding these AI Tools, please review Openwell’s Privacy Policy.

Availability, Errors, and Inaccuracies

We are constantly updating product and service offerings on the Site, App, and Service. We may experience delays in updating information on the Site, App, or Service and in our advertising on other web sites. The information found on the Site, App, or Service may unintentionally contain errors or inaccuracies and may not be complete or current. Products or services may be unintentionally mispriced, described inaccurately, or unavailable on the Site, App, or Service and we cannot guarantee the accuracy or completeness of any information found on the Service.

We therefore reserve the right to change or update any information and to correct any errors, inaccuracies, or omissions on or in connection with the Site, the App, the Service, these Terms, or otherwise, at any time and without prior notice.

Contests, Sweepstakes, and Promotions

Any contests, sweepstakes, or other promotional activities (collectively, “Promotions”) made available through the Service may be governed by rules that are separate from or in addition to these Terms. If you participate in any Promotions, please review the applicable terms and rules of such Promotions as well as our Privacy Policy. If the terms or rules for a Promotion are inconsistent or conflict with these Terms of Use, the conflicting Promotion terms or rules will control.

Accounts

When you create an account with us or use the Service, you represent and warrant that: (i) you have the legal capacity and agree to comply with these Terms; (ii) you are above the age of eighteen (18); (iii) you will not use the Site, App, or Service for any illegal or unauthorized purpose; and (iii) that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, fraudulent or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to any necessary restriction of access to your computer (or mobile or other device) and/or account. You agree to accept responsibility for any and all activities or actions that occur through your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately if you suspect or become aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity, a name that is not lawfully available for use, or any name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar, or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that protected content posted on the Site or App and/or through the Service infringes on the copyright or other intellectual property rights (collectively, “Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that your copyrighted work has been utilized in a way that constitutes copyright infringement, please submit your claim via email to support@Openwell.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims.”

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or fraudulent or bad-faith claims regarding the infringement of any content found on and/or through the Site, App, or Service.

DMCA Notice and Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to act on behalf of the copyright (or other exclusive right) that is allegedly infringed.

(ii) Identification of the copyrighted work (or list of works, if multiple copyrighted works at a single online site are covered by a single notification) claimed to have been infringed, including the relevant URL (i.e., web page address).

(iii) Identification of the material that is claimed to be infringing, and information reasonably sufficient to permit one to locate the identified material.

(iv) Information reasonably sufficient to permit one to contact you or the complaining party, such as an address, telephone number, and email address.

(v) A statement that you or the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you or the complaining party are authorized to act on behalf of the copyright (or other exclusive right) owner that is allegedly infringed.

You can contact our Copyright Agent via email at support@Openwell.com.