This is a legally binding agreement between you and TruLite Health, Inc., (“we,” “us,” “our,” and “TruLite”) regarding your use of the TruLite Health website (www.trulitehealth.com) and related interactions you have with us in connection with your use of our website (collectively, our “Website”).

These Website Terms of Use affect your legal rights, responsibilities, and obligations; govern your use of our Website; are legally binding; limit our liability to you; and require you to indemnify us and to settle certain disputes through arbitration. Your acceptance of, and compliance with, these Website Terms of Use is a condition to your use of our Website. You understand and accept that we may, in our sole discretion, terminate your access to all or part of our Website at any time, with or without cause, and with or without notice.

These Website Terms of Use are written in the English language. We do not guarantee the accuracy of any translated versions of these Website Terms of Use. To the extent any translated versions of these Website Terms of Use conflict with the English language version, the English language version of these Website Terms of Use will control.

Your use of our Website means that you have read, understand, and agree to these Website Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE WEBSITE TERMS OF USE, THEN YOU MUST NOT USE OR MUST STOP USING OUR WEBSITE IMMEDIATELY.

These Website Terms of Use do not apply to information collected by TruLite through other sources, including but not limited to our service platform(s). For more information about the terms and conditions that apply to the use of our service platform(s), please refer to the specific terms of use governing those services, which are accessible through those service platform(s). You can also request a copy of these terms of use by contacting us at Info@trulitehealth.com.

About our Website and its Audience

Our Website is intended to be used by health care organizations, including health care systems and health plans and other businesses in the United States that are interested in learning more about TruLite and the services we offer to these types of organizations. OUR WEBSITE DOES NOT PROVIDE PROFESSIONAL MEDICAL OR BEHAVIORAL HEALTH CARE SERVICES. TRULITE IS NOT A CLINICAL PROVIDER OF MEDICAL, BEHAVIORAL OR EMERGENCY SERVICES. IF YOU NEED IMMEDIATE ASSISTANCE, CALL 911 OR CONTACT YOUR NEAREST EMERGENCY MEDICAL PROVIDER.

Your Eligibility to Use our Website

To be eligible to use our Website you represent and warrant that:

1. You or your health care organization or business is located in the United States and is interested in learning more about TruLite and the services TruLite offers to businesses;
2. You have reached the age of legal majority where you live (which is currently 18 years old in most states);
3. You are not currently restricted from using our Website;
4. You will only provide accurate information to TruLite;
5. You have full power and authority to enter into these Website Terms of Use; and
6. You agree to comply with these Website Terms of Use.

Prohibited Uses of our Website

You are prohibited from doing any of the following in connection with our Website:

• Using our Website for any illegal, unethical, abusive, offensive, harassing, or unsolicited purpose;
• Using our Website to advertise, sell, or make a profit;
• Copying or publishing any Website material in any media, or selling, sublicensing, and/or otherwise commercializing any Website material;
• Publicly performing and/or showing any Website material without our express prior written permission;
• Using our Website in any way that is damaging to our Website or that impacts other user access to our Website;
• Misrepresenting your identity, providing false information, impersonating another person or entity, misrepresenting your relationship with a person or entity;
• Attempting to gain unauthorized access to our Website;
• Engaging in any data mining, data harvesting, data extraction, or any other similar activity in relation to our Website or while using our Website;
• Violating or attempting to violate the security of our Website, including, without limitation, by accessing data not intended for you; attempting to probe, scan, or test the vulnerability of our system or network or to breach security or authentication measures without proper authorization; using any scraper, crawler, spider, robot, or other automated means of any kind to access or copy data from our Website; attempting to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code; use of any device, software, or routine to interfere or attempt to interfere with our Website or any activity being conducted on our Website; or otherwise circumvent other measures we may use to prevent or restrict access to our Website;
• Having any antivirus or antispyware software running that is set to override the internet browser’s cookies setting;
• Use our Website while operating a motor vehicle;
• Engaging in or promoting any act or activity contrary to any applicable local, state, or federal law; and
• Assisting a third party in engaging in any of these prohibited activities.

Website Privacy Policy and Security

Please read our Website Privacy Policy to learn how information about you is collected, used, and disclosed. By agreeing to these Website Terms of Use and/or by using our Website, you are also agreeing to our Website Privacy Policy. Our Website Privacy Policy (and changes to it) are incorporated by reference into these Website Terms of Use.

Third-Party Content

From time to time, our Website may contain references or links to third-party materials not controlled by TruLite. TruLite provides such information and links as a convenience to you, and does not endorse such sites or any content, products or information offered on such sites.

TruLite shall have no responsibility or liability for information or content posted to our Website from any third party. We are not a publisher of third-party content accessed through our Website and are not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through our Website. You are responsible for evaluating whether you want to access or use a third-party site. You use third-party sites at your own risk and agree that these Website Terms of Use do not apply to your use of any third party sites. You should review any applicable terms of use or privacy policy of third-party sites before using it or sharing any information.

AS PERMITTED BY APPLICABLE LAW, WE SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR SPECIAL LOSS, OR OTHER DAMAGE, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, DEFAMATION, INFRINGEMENT OF COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS, CAUSED BY THE EXHIBITION, DISTRIBUTION, OR EXPLOITATION OF ANY INFORMATION OR CONTENT CONTAINED WITHIN THESE THIRD-PARTY SITES.

DISCLAIMERS, LIMITATIONS OF LIABILITY AND CLASS ACTION WAIVER

MEDICAL DISCLAIMER: OUR WEBSITE DOES NOT OFFER MEDICAL ADVICE, AND NOTHING CONTAINED IN OUR WEBSITE IS INTENDED TO CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL OR BEHAVIORAL HEALTH DIAGNOSIS OR TREATMENT. You should not rely on anything contained in our Website. Your use or reliance upon our Website is done at your own risk.

DISCLAIMERS OF WARRANTY: ALL SERVICES, INFORMATION, GOODS, AND MATERIALS MADE AVAILABLE THROUGH OUR WEBSITE ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS OF USE, AND CONDITIONS WITH RESPECT TO ALL SERVICES, INFORMATION, GOODS, AND MATERIALS MADE AVAILABLE THROUGH OUR WEBSITE, INCLUDING WITHOUT LIMITATION REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WE MAKE NO REPRESENTATION OR WARRANTY THAT OUR WEBSITE (OR ANY PART THEREOF) WILL BE ACCURATE, COMPLETE, TIMELY (REAL tIME), ERROR-FREE, SECURE OR WITHOUT INTERRUPTIONS.

SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, TRULITE’S WARRANTIES AND CONDITIONS WITH RESPECT TO OUR WEBSITE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

LIMITATIONS OF LIABILITY: TRULITE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OUR WEBSITE, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF OUR WEBSITE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. FURTHER, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OUR WEBSITE OR FROM ANY INFORMATION OR MATERIALS ON OUR WEBSITE.

YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH OUR WEBSITE IS TO STOP USING OUR WEBSITE. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE SHALL IN NO EVENT EXCEED THE SUM OF ONE HUNDRED US DOLLARS ($100). YOU FURTHER AGREE THAT Any cause of action YOU MAY HAVE arising out of or related to the use of our Website must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred.

IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR EXCLUSIONS OR LIMITATIONS ON CERTAIN DAMAGES. SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE EXCLUSION OR LIMITATION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.

CLASS ACTION WAIVER: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED IN ACCORDANCE WITH THESE WEBSITE TERMS OF USE AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION LAWSUIT, OR CLASS OR COLLECTIVE ARBITRATION.

Severability; Modification; Survival: Each provision of these Website Terms of Use that provides for a disclaimer of warranties, exclusion or limitation of liability, or waiver is to allocate the risks of this agreement between the parties. Each of these provisions is severable and independent of all other provisions of these Website Terms of Use. If applicable law does not allow for a disclaimer, exclusion, limitation, or waiver (or any portion thereof) as set forth in these Website Terms of Use, the disclaimer, exclusion, limitation, or waiver will be deemed modified solely to the extent necessary to comply with applicable law. This Section will survive the termination or expiration of these Website Terms of Use.

INDEMNIFICATION

EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TRULITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AND ANY AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITY, DAMAGES, COSTS, OR EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND COSTS, THAT MAY ARISE FROM OR IN CONNECTION WITH (A) YOUR USE OF, OR ACTIVITIES IN CONNECTION WITH, OUR WEBSITE, (B) ANY VIOLATIONS OF THESE WEBSITE TERMS OF USE BY YOU, (C) ANY OTHER CONTENT OR MATERIAL YOU SUBMIT OR OTHERWISE TRANSMIT THROUGH OUR WEBSITE; AND (D) YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. IF YOU FAIL TO PROMPTLY INDEMNIFY AND DEFEND A COVERED CLAIM, TRULITE SHALL HAVE THE RIGHT TO DEFEND ITSELF, AND IN SUCH CASE, YOU SHALL PROMPTLY REIMBURSE TRULITE FOR ALL OF ITS ASSOCIATED COSTS AND EXPENSES. TRULITE RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO DEFENSE BY YOU.

This Section will survive the termination or expiration of these Website Terms of Use.

Website Ownership and its Content

The Website and all its content, including without limitation all copyrights, patents, trademarks, service marks, and trade names, as well as all logos, text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof, and all other intellectual property (collectively referred to as the “TruLite Content”), are all proprietary and owned or controlled by TruLite, our licensors, and certain other third parties.

You may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to our Website or otherwise relating to TruLite (“Feedback”) to TruLite. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and TruLite shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information or protected health information and you are not entitled to any compensation or reimbursement of any kind from TruLite under any circumstances relating to such Feedback.

All rights not expressly granted to you in these Terms are reserved and retained by TruLite and its licensors, suppliers, publishers, rights holders, and other content providers. Accordingly, you may not modify, copy, distribute, reproduce, publish, retransmit, disseminate, rent, lease, loan, sell, publish, broadcast, display, circulate, or use the Content, in whole or in part, for any purpose that has not been authorized or approved in writing by TruLite, including but not limited to commercial purposes. You are also strictly prohibited from publicly displaying the Content; attempting to decompile or reverse engineer the Content; removing any copyright, trademark, or other proprietary notations from the Content; framing or utilizing framing techniques to enclose or deep-link to the Content; applying metatags or “hidden text” to the Content; or otherwise infringing upon the intellectual property rights of TruLite or misusing the Site or Service.

Term and Termination

These Website Terms of Use are effective immediately between you and us upon your use of our Website. The then-current version of these Website Terms of Use will remain in full force and effect while you use our Website. Your request and ability to access and use our Website is not guaranteed. TruLite may deny you access to our Website without notice for any reason or no reason.

You may terminate these Website Terms of Use by terminating your use of our Website and any related electronic communications initiated through our Website. Rights and obligations which by their nature should survive will remain in full force and effect following termination or expiration of these Website Terms of Use, including without limitation all disclaimers, limitations on liability, class action waiver, and indemnification. Termination of these Website Terms of Use does not relieve you from your obligation to pay TruLite for any amounts owed to TruLite.

In the event that these Website Terms of Use are terminated for any reason or no reason, you acknowledge and agree that you will continue to be bound by these Website Terms of Use. Following termination, you shall immediately cease use of our Website and any license granted to you under any agreement related to your use of our Website shall immediately terminate. Upon termination, TruLite is not obligated to, but reserves the right to delete all of your content, data, and other information stored on TruLite’s servers. TruLite will not be liable to you or any third party as a result of the termination of these Website of Use or for any actions taken by TruLite pursuant to these Website Terms as a result of such termination. Without limiting the generality of the foregoing, TruLite will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of our Website, or the termination thereof.

Changes to these Website Terms of Use

We may change these Website Terms of Use at any time and for any reason. You can access the most current version of these Website Terms of Use that apply to your use of our Website through our Website. You can also contact us for a copy. Any changes to these Website Terms of Use will be effective immediately upon posting and you agree to the new posted Website Terms of Use by continuing your use of our Website. It is your responsibility to check periodically for any changes we may make to these Website Terms of Use.

Consent to Electronic Communications

When you use our Website, or send e-mails, messages, and other communications from your computer or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically to the contact information you provide to us, including without limitation any email addresses, physical addresses or phone numbers provided to us. For example, if you provide your mobile number to us, you agree to be contacted via phone call or text message by (or on behalf of) TruLite at the mobile number you have provided.

You also agree that (a) all agreements and consents can be signed electronically, and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

To learn more about how we may communicate with you electronically, please read the Section on Electronic Communications in our Website Privacy Policy.

Governing Law and Jurisdiction

Arizona law governs the interpretation of these Website Terms of Use and our Website Privacy Policy, and will apply if there are disputes, without reference to its choice of law rules. We each consent to the jurisdiction and venue in Maricopa County, Arizona, and waive any objections to such jurisdiction and venue; provided, however, that TruLite shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. You further agree that TruLite may decide if disputes will be settled through an arbitration process, and any such arbitration process will be chosen by TruLite.

Miscellaneous Terms

Entire Agreement; Order of Priority. These Website Terms of Use, including any legal notices and disclaimers contained on our Website, constitute the entire agreement between TruLite and you in relation to your use of our Website, and supersede all prior agreements and understandings with respect to our Website. You agree that you have not relied on any promises or representations by us except as set forth in these Website Terms of Use. If there is any conflict between these Website Terms of Use and any other rules or instructions posted on our Website, these Website Terms of Use shall control.

Amendment. No amendment to these Website Terms of Use by you shall be effective unless acknowledged in writing by TruLite. Notwithstanding the foregoing, TruLite reserves the right, in its sole discretion, to modify these Website Terms of Use or the policies referenced herein at any time as set forth above.

Remedies; No Waiver; Reservation of Rights. You agree that in no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of our Website, or any other materials issued in connection therewith, or exploitation of our Website or any content or other material used or displayed through our Website. Our failure to insist upon or enforce any provision of these Website Terms of Use shall not be construed as a waiver of any provision or right. These Website Terms of Use do not limit any rights that TruLite may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to TruLite, pursuant to these Website Terms of Use or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to TruLite.

Assignment. TruLite is permitted to assign, transfer, delegate, and subcontract its rights and/or obligations under these Website Terms of Use without any notification or consent required. You are not permitted to assign, transfer, delegate, or subcontract any of your rights and/or obligations under these Website Terms of Use.

Force Majeure. We will not be deemed to be in breach of these Website Terms of Use or liable for any breach of these Website Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.

Survival. Any sections or Website Terms of Use which by their nature should survive or are otherwise necessary to enforce the purpose of these Website Terms of Use, will survive the termination of these Website Terms of Use and termination of our Website.

Severability. If any provision of these Website Terms of Use is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Website Terms of Use unenforceable or invalid as a whole, and such provisions will be deleted without affecting the remaining provisions.

Headings. All headings included in these Website Terms of Use are included for convenience only, and shall not be considered in interpreting these Website Terms of Use.

Contact Information

If you have questions, please contact us at: Info@trulitehealth.com.

We do not guarantee that we will receive such communications timely and accurately and are not legally obligated to read, act on, or respond to any such email or other information in a specified time frame.