Rebel Health Alliance Subscription Services Agreement

Last Modified: July 1, 2023

• This Exhibit A is an integral part of the main Agreement.
• Any terms not explicitly defined in this exhibit shall carry the meanings established in the main Agreement.
  
• Note: The client will be directly billed for any necessary blood work and diagnostic tests.

Privacy Policy

Terms Of Use

Subscription Services

• Provision of Services. During the applicable subscription term (defined below) as set forth on the order and subject to your continued compliance with this agreement and timely payment of fees, rebel health will make the subscription services available to customer for customer’s personal, non-commercial use. Rebel Health may use contractors to perform subscription services. To expand upon the definition listed in the first paragraph above, “subscription services” also includes, without limitation, all health and wellness reports and other documents, reports, and materials generated or produced as a result of customer’s use of the subscription services (together, “reports”).
• Use by Customer. The subscription services are for customer’s use only and cannot be shared or used by more than one person.
• Intellectual Property. Rebel Health is the sole and exclusive owner of any materials made available to customer related to the subscription services (including any modifications thereto), including without limitation, report templates, but excluding your personal information in those materials which is subject to the uses and disclosures set forth in the privacy policy. Customer may download and copy reports and other materials provided to customer by rebel health and share those materials with others solely for the purpose of aiding customer in managing their health and wellness, and provided that customer does not sell or otherwise commercialize those reports nor modify or delete any copyright, trademark, or other proprietary notices.
• General Wellness Support. The subscription services are intended to be used as only one part of managing your health and wellness. You should not rely solely on the subscription services to manage your health and wellness. While we make reasonable efforts to provide you with accurate information, we cannot guarantee the accuracy or efficacy of any specific information or advice provided.
• Rebel Health Audit Rights. Rebel Health may, from time to time and at its own expense, review customer’s usage of the subscription services to determine customer’s compliance with the terms of each order. Rebel health will promptly notify customer if rebel health determines that customer’s usage of the subscription services exceeds customer’s subscribed entitlements. Customer will pay for any additional subscriptions required for customer’s actual usage. Third-party services. Any services provided by a third party or affiliate of rebel health are not subject to this agreement and are instead subject to your agreement with such third party or affiliate. You hold rebel health harmless for all acts and omissions of third parties, including affiliates.

Fees And Payment

• Fees. Customer shall pay to rebel health the fees for the subscription services as set forth in the order, in u.S. Dollars and including applicable taxes (“fees”). Payment terms. The fees shall be charged by rebel health upon customer’s registration for the subscription services. Payments shall be made by credit card, which will be charged as set forth in the order for the duration of the subscription term. Except as identified in the order and in this agreement, payment obligations are non-cancelable, and all fees paid are non-refundable. For any payments not made by the due date, rebel health may either assess late payment interest on past due amounts of the lesser of 1.5% per month or the highest percentage permitted by applicable law, which shall accrue from the date payment is due until the date rebel health receives payment in full, or rebel health may immediately suspend or terminate the subscription services and/or your access to the platform. Customer shall be liable for all attorneys' fees and collections costs and expenses incurred by rebel health in collecting amounts due. Rebel health may set-off amounts owed to it hereunder.
  
  Fees will automatically be charged to your payment method on file on the recurring basis set forth in the order (e.G., monthly, annually, etc.). You may opt-out or cancel your subscription in your account via the platform or by contacting us at help@rebelhealthalliance.io.  You must opt-out or cancel prior to the next payment due date or your payment method will continue to be charged because the subscription services automatically renew at the frequency set forth in the order. Any fees already charged to your payment method will not be refunded.
• Changes To Fees / Fee Increases. Rebel Health may modify or increase fees upon notice to you, which will be effective at your next payment unless a later time is indicated.
• Taxes. Taxes, in any country, now or hereafter imposed with respect to the transactions contemplated hereunder (with the exception of income taxes or other taxes imposed upon Rebel Health and measured by the gross or net income of Rebel Health) shall be the responsibility of Customer, and if paid or required to be paid by Rebel Health, the amount thereof shall be added to and become a part of the amounts payable by Customer hereunder.

Disclaimer

• No Warranties. The subscription services and any related goods sold are provided "As is." rebel health hereby disclaims all representations and warranties, whether express, implied, statutory or other (including all warranties arising from course of dealing, usage or trade practice), and specifically disclaims all implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. Without limiting the foregoing, rebel health makes no representation or warranty of any kind that the subscription services or any related goods will meet customer's requirements, achieve any intended result, be accurate or complete.
• Subscription Services Unavailability. Rebel Health does not make any commitments regarding availability with respect to the subscription services or platform. The platform (and therefore the subscription services) may be periodically unavailable, such as for maintenance, to address security concerns or for reasons outside of rebel health’s control. Rebel health and its affiliates and contractors will not be liable to you for any such unavailability, and you agree to hold them harmless related to such unavailability.
• No Medical Advice. The subscription services are intended only for customer’s personal, information purposes. Rebel health and its employees and contractors do not provide medical advice to customer, and customer should seek their doctor’s advice before making any healthcare related changes or decisions. If customer acts on any information provided as part of the subscription services, customer agrees to hold rebel health, its employees and its contractors harmless for any injury (including death) or damages resulting from customer’s actions, unless resulting solely and directly from rebel health’s willful misconduct. Notwithstanding the foregoing, rebel health may refer customer to third party medical providers, including physicians. Any medical advice made by such medical professional is the advice of the medical professional directly and not the advice of rebel health. Rebel health expressly disclaims all representations and warranties, and shall not be held liable for, any medical advice received by customer from any medical professional.
• No Life-Saving Care. The subscription services are not intended to treat illness or injuries, please seek the medical advice of your doctor for any such concerns. The subscription services are not intended to address medical emergencies, please dial 911 if you experience a medical emergency.

Term And Termination

• Subscription Services Unavailability. Rebel Health does not make any commitments regarding availability with respect to the subscription services or platform. The platform (and therefore the subscription services) may be periodically unavailable, such as for maintenance, to address security concerns or for reasons outside of rebel health’s control. Rebel health and its affiliates and contractors will not be liable to you for any such unavailability, and you agree to hold them harmless related to such unavailability.
• Termination By Customer. Customer may terminate the subscription services within their account via the platform or by contacting us at help@rebelhealthalliance.Io such termination will be effective upon the next renewal date. For clarification purposes, customer will not receive a refund for fees paid (e.G., if customer selects to purchase a one-year commitment, customer will not receive a refund for that year if they terminate part-way through the year). For the purpose of the standard subscription set forth in exhibit a, the agreement may not be terminated by customer until after the initial six month commitment. However, if rebel health modifies this agreement during the subscription term, so long as customer provides rebel health written notice of termination within thirty (30) days of the posting of such changes, customer may terminate this agreement and will receive a refund for any prepaid, unused fees, although such termination may be subject to a cancellation fee.
  
• Termination Or Suspension By Rebel Health. Rebel Health may terminate or suspend the subscription services for any reason or no reason at any time, with or without notice to customer. If rebel health terminates because of customer’s breach of this agreement or the terms of use, rebel health will not refund to customer any fees paid hereunder. If rebel health terminates the subscription services other than for customer’s breach of this agreement or the terms of use, rebel health will provide a refund of prepaid, unused fees on a pro rata basis. Failure to timely pay fees in full is deemed a material breach of this agreement.
• Suspension. Without limiting the generality of the previous provision, rebel health may (temporarily or permanently) suspend customer's access to the subscription services, immediately without notice, if rebel health determines in good faith that: (I) suspension is necessary to prevent a violation of applicable laws or regulations; (ii) there is a security or safety risk to the platform, rebel health, or any users of the platform; or (iii) customer is in breach of this agreement.

Limitation of Liability

Indemnification

Arbitration And Waiver Of Class Action

• Waiver. You understand that by agreeing to binding arbitration, you are giving up your right to a trial by jury. You understand and agree that by agreeing to binding arbitration on an individual basis, you may not bring a claim against rebel health in a class action lawsuit, and the arbitrator may not consolidate or join one or more person’s or party’s claims in a class or proceeding. In the event a court determines that the foregoing is unenforceable, then such claim must be severed from the arbitration and brought in court, subject to rebel health’s right to appeal.
• Good Faith Discussions. You and Rebel Health must first attempt to resolve any dispute by good faith discussions or email. If the parties cannot resolve a dispute with good faith discussions, then either party may submit the dispute to binding arbitration as set forth in this Agreement.
  
• Rules. You and Rebel Health agree that arbitration will be conducted by the American Arbitration Association (''AAA'') in accordance with its Consumer Arbitration Rules, then in effect and as amended herein (''Rules''). The Rules can be found at: https://www.adr.org/Rules. You and Rebel Health agree that this agreement to arbitrate involves a transaction of interstate commerce and therefore the Federal Arbitration Act will govern the interpretation and enforceability of this agreement to arbitrate.
• Initiating a Claim. The party desiring to initiate arbitration must provide the other party a Demand for Arbitration in accordance with the Rules and the parties will thereafter mutually agree upon the arbitrator. If the parties cannot agree upon the arbitrator within ten (10) days, an arbitrator will be appointed in accordance with the Rules.
• Arbitrator. Arbitration shall be before one (1) arbitrator who shall have exclusive authority to resolve any disputes arising under this Agreement or with regard to the Subscription Services, including as to the enforceability and/or formation of this agreement to arbitrate made between you and Rebel Health.
• Location. You agree that arbitration shall take place exclusively in Delaware. However, where the disclosed claims or counterclaims do not exceed $25,000 USD, the dispute may be resolved by the submission of documents only/desk arbitration (see the Rules for more details). Either party may, however, ask for a hearing, or the arbitrator may decide a hearing is necessary.
• Time Limit. Any claim by you arising in connection with this Agreement or the Subscription Services must be commenced by you within one (1) year of the dispute giving rise to the claim.
• Confidentiality. The parties will not make any comments or announcements to the public about the subject matter or outcome of any arbitration.
• The Arbitrator’s Decision. The arbitrator’s decisions and judgment will be final and binding on the parties but will have no precedential effect. The arbitrator shall not have the authority to award damages outside of those set forth in this Agreement.
• Costs and Expenses. Each party shall pay their own expenses and fees, including their own attorneys’ fees, arising from arbitration, unless the arbitrator determines that your claims were improper or frivolous, in which case the arbitrator may require you to reimburse us for certain fees and expenses in accordance with the Rules.
• Exceptions. Notwithstanding anything to the contrary in this Section, you and Rebel Health each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights.

Miscellaneous

• Assignment. Customer may not delegate any duties nor assign any rights or claims hereunder without Rebel Health's prior written consent, and any such attempted delegation or assignment shall be void. Rebel Health may assign this Agreement, in whole or in part, in its sole discretion, and this Agreement shall inure to the benefit of its successors and assignees.
• Governing Law. The Agreement shall be governed, construed, and enforced under the laws of the State of Delaware, excluding its choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Delaware in any action arising out of or relating to this Agreement and waives any other venue to which it may be entitled by domicile or otherwise.
  
• Severability. In the event that any one or more provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall remain in full force and effect.
  
• No Waiver. Rebel Health's failure to enforce, or Rebel Health's waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or provision.
  
• Force Majeure. Rebel Health shall not be liable for default of any obligation hereunder if such default results from anything outside of its reasonable control including, without limitation, governmental acts or directives; strikes; acts of God; war; insurrection, riot or civil commotion; pandemic; data breach or incident; fires; flooding; weather; earthquake; telecommunications failures; or hosting providers, whether of the kind herein enumerated or otherwise. The rights and remedies contained herein shall be exclusive and not cumulative to any rights or remedies at law or equity. Survival. All terms and conditions of this Agreement that by their nature are intended to survive the termination of the Subscription Term shall so survive, including without limitation the disclaimers, limitations of liability and indemnification provision.
  
• Entire Agreement. This Agreement and the documents referenced herein constitutes the entire agreement between the parties regarding the matters dealt with herein, and supersedes all prior or contemporaneous representations, negotiations, understandings, and agreements, oral or written, between the parties with respect thereto. Customer may not modify this Agreement unless such modification is agreed to in a signed writing by Rebel Health.
  
• Electronic Communications. You agree to receive electronic communications from Rebel Health, including through your online account. Notice. Rebel Health may provide notice to you using any information on file for you, including through your account. Any notice Customer is required to provide to Rebel Health must be to: help@rebelhealthalliance.io