Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY. THEY SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE MILLIE WEBSITES.

This website is owned, operated, licensed, and controlled by Millie, Inc. (“Millie”, “we”, “our”, or “us”).

These Terms of Use (“Terms”) describe the rules for using our online and mobile websites, platforms, services, and applications owned and operated by Millie that contain a link to these Terms (collectively, “Millie Websites”) and your receipt of data sharing services from Millie and/or receipt of other products and services from Millie (collectively, the “Services”). Any reference to “you” or “your” in these Terms means the individual using a Millie Website, including but not limited to persons, dependents, or individuals making benefits decisions.

The information and content (“Content”) on the Millie Websites is for your general information only.

By using our Millie Websites, you agree to the most-recent versions of the Terms and Privacy Policies. By using the Services, you acknowledge and consent to the collection and use of you data in accordance with the Privacy Policies. Accordingly, do not visit the Millie Websites or use the Services if you do not agree. We may change these Terms at any time, and such changes will be posted on this or a similar page and be denoted with “last updated.” If the changes are material in nature, we will use our available contact information about you to reasonably notify you of the updates via email, or if we do not have your email address, we will notify you with a “pop up” alert the next time you visit a Millie Website. Additionally, you acknowledge and agree that any activity on the Millie Websites is subject to monitoring by Millie at any time, and that Millie or its affiliates may use the results of such monitoring without limitation, subject to applicable law.

These Terms are in addition to the terms of any other agreement you may enter into with Millie,
and in the event of any conflict, the terms of the other agreement control.

User IDs

The Millie Websites may allow you to register by providing a username/email address and
password (“User ID”). These are your credentials for accessing portions of the Millie Websites.
You are responsible for protecting your User ID. You agree to immediately inform us, if your
User ID or other activation codes you use with the Millie Websites are compromised, meaning
someone may have access to or have used your User ID without your permission.

Content Ownership

All rights, title, and interest in and to the Millie Website, including the Content, and all
intellectual property rights, including all copyright, trademark, patent and trade secret rights
therein, shall remain with Millie and our licensors and vendors, and no ownership interest is
transferred to you or any other entity by virtue of making the Content available on the Millie
Website.

No Medical Advice

Millie does not provide healthcare services or medical advice. However, professional clinicians,
such as physicians, mental health clinicians and nutritionists, providing services under contract
or employment with professional corporations, use the Service to communicate with you and
may deliver certain healthcare services within their scope of practice using the Millie Websites.

The Millie Website does NOT provide medical advice, diagnosis or treatment. Never disregard professional medical advice or delay in seeking it because of something you have read on the Millie Websites. Medical advice, diagnosis, treatment or recommendation regarding
medication should only be made by licensed physicians or other licensed professionals permitted
to render medical advice. Always seek the advice from your physician or other qualified health
provider with any questions you may have regarding a medical condition.

Restrictions on Use of Millie Websites

You agree to comply with all applicable laws and regulations while using Millie Websites, the
Services, or the Content.

You represent and warrant that you are at least thirteen (13) years of age, and that, if you are between thirteen (13) and the age of majority in your state and otherwise not emancipated, a parent and/or guardian agrees to these Terms on your behalf. You agree that we may take any actions permitted or required by law (including the suspension or termination of your account or your access to the Millie Websites) if we believe, in our sole discretion, that you are engaging in activities that violate these provisions and/or these Terms.

You agree not to:
• misrepresent your identity or provide us with any false information in any information- collection portion of Millie Websites, such as a registration, enrollment, scheduling or application page;
• modify materials from the Millie Websites;
• introduce viruses or programs that interrupt, destroy, or limit the functionality of any computer software or hardware;
• attempt to disassemble or reverse engineer any of the software used to provide the Millie Websites.

Unless otherwise noted, all materials – including, but not limited to, images, illustrations,
designs, icons, photographs, video clips, written compositions, and other work product – that are
part of this or any other Millie Website are the property of Millie. In addition, unless otherwise
noted, all trademarks, service marks, and trade names are the property of Millie. No material
from this or any other Millie Website may be reproduced, republished, uploaded, posted,
transmitted, or distributed in any way, without notice to and prior authorization of Millie. Any
modification, use, adaptation translation, derivative work of any Millie Website materials
without notice to and prior authorization of Millie is a violation of Millie’s ownership and
proprietary rights in such materials; provided, however, that you may download, where
specifically permitted, copies of the materials for your personal, noncommercial use only, and
provided that you keep intact all ownership and proprietary notices. For purposes of these
Terms, the use of any such material on any other website or network computer environment is
prohibited.

Use of the Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-
transferable, non-sublicensable right and license to use the Millie Websites and/or the Services
solely for your personal and non-commercial purposes. Your use of the Millie Websites and/or
the Services must be in accordance with all applicable laws. You acknowledge that you do not
acquire any other rights in the Millie Websites or Services or any component thereof.

The following is a list of the type of actions that you may not engage in with respect to the Millie
Websites and/or Services:

• You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, "data mine", or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Millie Websites and/or the Services or its contents;
• You will not interfere, access, tamper with or disrupt the Millie Websites and/or the Services or the servers or networks connected to the Millie Websites and/or the Services;
You will not attempt to probe, scan or test the vulnerability of the Millie Websites and/or the Services or any of our systems or network or breach any security or authentication measures;
• You will not use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URLs or product names without our express written consent;
• You will not use the Millie Websites and/or the Services or content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• You will not post, distribute, or reproduce in any way any content that infringes third party intellectual property rights or violates third party rights of privacy or rights of publicity;
• You will not use, display, "frame" or "mirror" any part of the Millie Website and/or the Services, our names, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from us;
• You will not collect or store any personal information, including personally identifiable information, from others without their express permission;
• You will not provide any inaccurate, incomplete, false or misleading information about yourself when using the Millie Websites and/or the Services;
• You will not allow any other person to use your account, username or password to access the Millie Websites and/or the Services, and you will not use your account for any other person; and
• You will not assist or permit any person to engage in any of the activities described in
this section.

The Millie Websites and the Services are intended for use only within the United States and its territories. We make no representation that the Millie Websites and the Services are appropriate, or are available for use outside the United States and its territories. Those who choose to access and use the Millie Websites and/or the Services from outside the United States and its territories do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws. IF YOU ARE A RESIDENT OF A COUNTRY OTHER THAN THE UNITED STATES, YOU MAY USE THE MILLIE WEBSITES AND/OR THE SERVICES ONLY WHEN YOU ARE PHYSICALLY LOCATED IN THE UNITED STATES AND ITS TERRITORIES. YOUR LICENSE AND RIGHT TO USE THE MILLIE WEBSITES AND/OR THE SERVICES AUTOMATICALLY TERMINATES UPON YOUR DEPARTURE FROM THE UNITED STATES AND ITS TERRITORIES. YOU UNDERSTAND AND AGREE THAT NON-UNITED STATES. RESIDENTS MAY NOT USE THE MILLIE WEBSITES AND/OR THE SERVICES OUTSIDE OF THE UNITED STATES AND ITS TERRITORIES.

Content and Privacy

Any content you submit will be routed through the Internet and you understand and
acknowledge that you have no expectation of privacy with regard to any content you
submit.

Links

While visiting Millie Websites, it may be possible for you to click on a link to other online websites, mobile websites, platforms, services, and applications and leave the Millie Website. Millie does not endorse, and is not responsible for, the content and accuracy of linked online websites, mobile websites, platforms, services, and applications operated by third parties or for any actions or inactions take by or interactions with such third parties.

Consent to Electronic Communications

When you provide us with your e-mail and/or phone number or communicate with us electronically via e-mail, text message, or messages via the Millie Websites, you consent to receive communications from us electronically. You agree to promptly notify us if you change your contact information by updating your account settings.

If you later decide that you do not want to receive future communications electronically, please send an email to privacy@millieclinic.com. You may also opt out of certain electronic communications through your account or by following the unsubscribe instructions in any communication you receive from us. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice described above. We may need to send you certain communications electronically regarding the Services. You will not be able to opt out of those communications. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to and accepted by you. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.

Disclaimer

The materials in the Millie Websites are provided “AS IS” and are without representations or warranties of any kind, express or implied. To the fullest extent permissible, pursuant to applicable law, Millie disclaims any and all representations and warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. Millie does not warrant that the use of a Millie Website or materials will be uninterrupted or error-free, that defects will be corrected, or that this site or any other Millie Website or the server(s) that make access to the Millie Website available are free of viruses or other harmful components. Millie does not warrant, represent, or make any representations regarding the use or the results of the use of the materials in this or any other Millie Website, in terms of their correctness, accuracy, reliability, or otherwise limitation of liability. Under no circumstances, including but not limited to negligence, shall Millie be liable for any special or consequential damages that result from the use of, the reliability on, or the inability to use the materials in this or any other Millie Website, even if Millie or a Millie affiliated entity or authorized representative has been advised of the possibility of such damages. In no event shall Millie’s total liability to you or anyone else for any and all damages, losses, and causes of action (whether in contract, tort – including but not limited to negligence – or otherwise) exceed the amount paid by you, if any, for accessing this or any other Millie Website. Any reference made by this website or any other Millie Website to any specific commercial product, process, or service (or provider of such product, process or service) by trade name, trademark, hyperlink, or otherwise, does not constitute or imply an endorsement, recommendation, or favoring by Millie. Any opinions, advice, statements, services, offers or other information expressed or made available by third parties, including information providers, users or others, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of Millie.

Termination

We may terminate, cancel, suspend, or block your use of the Millie Websites and/or registration
at any time, without cause and/or without notice.

Agreement to be Bound by Electronic Signature

Your affirmative act of using the Millie Websites, or registering for or scheduling any Services offered through the Millie Website, constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.

Jurisdiction and Governing Law

The Millie Websites are controlled and operated by Millie from its offices in California. Millie makes no representations that materials in any Millie Website are appropriate or available for use in other locations. Those who choose to access any Millie Website from other locations do so on their own initiative and are responsible for establishing the usability or correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable.

These Terms shall be governed by and construed in accordance with the laws of the State of California. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in San Francisco County, California, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between us relating to the subject matter herein, and shall not be modified except as provided herein.

Dispute Resolution

If you reside in the U.S. (and as applicable to U.S. residents), certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Millie agree that we intend that this section satisfies the “writing” requirement of the Federal Arbitration Act.

A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Services or these Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Millie’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in subsection (D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this subsection (A). Your notice to us must be sent to: privacy@millieclinic.com. For a period of sixty (60) days from the date of receipt of notice from the other party, Millie and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Millie to resolve the Dispute or Excluded Dispute on terms with respect to which you and Millie, in each of our sole discretion, are not comfortable.

B. Binding Arbitration. If we cannot resolve a Dispute as set forth in subsection (A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND MILLIE (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH MILLIE WEBSITES OR ADVERTISING AVAILABLE ON OR THROUGH THE MILLIE WEBSITES. For U.S. residents, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Millie and you regarding these Terms and the Services, including the “No Class Action Matters” subsection below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Millie and you agree, however, that the applicable state, federal or provincial law, as contemplated in subsection (H) below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Millie regarding these Terms and the Services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.

Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Millie consent to in writing. If an in-person arbitration hearing is required and you are a U.S. resident, then it will be conducted in San Francisco County, California. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Millie to pay a greater portion or all of such fees and costs in order for this section to be enforceable, then Millie will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Services. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.

C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SUBSECTION (A) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.

D. Injunctive Relief. The foregoing provisions of this section will not apply to any legal action taken by Millie to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Millie Websites and/or the Services and/or Millie’s intellectual property rights (including such Millie may claim that may be in dispute), Millie’s operations, and/or Millie’s products or services.

E. No Class Action Matters. YOU AND MILLIE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in subsection (B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to subsection (F). Notwithstanding any other provision of this section, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

F. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in San Francisco County, California. Accordingly, you and Millie consent to the exclusive personal jurisdiction and venue of such courts for such matters.

G. Small Claims Matters are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.

H. Governing Law. These Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with the laws identified in the “Jurisdiction and Governing Law” section above, without regard to its conflicts of law provisions.

Limitation of our Liability

TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY MILLIE PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

1. the Millie Websites and/or the Services;
2. your use of or inability to use the Millie Websites and/or Services, or the performance of the Millie Websites or the Services;
3. any action taken in connection with an investigation by Millie or law enforcement authorities regarding your access to or use of Millie Websites or the Services;
4. any action taken in connection with copyright or other intellectual property owners or other rights owners;
5. any errors or omissions in the Millie Websites’ or the Services’ technical operation; or
6. any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Millie was advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Millie Websites or the Services).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE MILLIE’S TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE MILLIE WEBSITES OR THE SERVICES AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID MILLIE IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE.