Terms of Service

These terms of use ("Terms of Use" or “Terms”) are entered into by and between you and RHA Systems A Incorporated, a Delaware corporation ("Rebel Health” "We" “Our” or "Us"). This Terms of Use governs your access and use of Our website made available at https://www.rebelhealthalliance.io (the "Site"), including any accounts (“Accounts”), and the Member Center portal (“Member Center”) available through our Site. Collectively, the Site, Member Center, and Accounts are referred to as the “Platform.” This Terms of Use only applies to the Rebel Health Platform, and no other affiliate or third-party website.By accessing or using the Site, the Member Center, or otherwise creating or using an Account, you agree that (a) you have read, understand, and agree to comply with these terms of use, which are a binding agreement between you and rebel health, and (b) you are at least 18 years of age or older. If you do not agree with these terms of use, you are prohibited from using the platform.

Rebel Health reserves the right, at its sole and absolute discretion, to modify these terms of use at any time. All changes will be effective immediately upon posting to the Platform. By accessing or using the Platform after changes are posted, you agree to those changes. However, if Rebel Health modifies the arbitration provision below, you may reject that change by sending Rebel Health written notice within thirty (30) days of our posting of the change, in which case you must immediately stop using the platform.

These terms contain an agreement by you to resolve disputes through binding arbitration on an individual basis. Please review the arbitration section below since you are giving up certain rights, such as the right to a jury trial and the right to sue rebel health in a class action lawsuit.

Privacy Policy. We may collect certain information about you when you access and use the Platform. Our collection and use of data is described in our https://www.rebelhealthalliance.io/privacy-policy. (“Privacy Policy”). If you do not agree to any collection, use or disclosure of your information as described in our Privacy Policy, you must not access or use the Platform.
Content. The Platform, including its text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, ''Content'') are exclusively the property of Rebel Health or, as applicable, Rebel Health’s affiliates, vendors or licensors. Except for the rights expressly granted to you in these Terms of Use, Rebel Health retains all other ownership rights in the Platform and Content, including all intellectual property rights.
Right to Use the Site. You may only use the Site and Content for your personal, non-exclusive use, so long as you comply with these Terms of Use and all other terms posted throughout the Site as applicable to you, and all applicable laws, rules, and regulations. You may only use the Site and the Content for their intended purposes for which they are made available to you by Rebel Health.
Membership. In order to use Rebel Health services, you must agree to our Subscription Services Agreement which this Terms of Use is incorporated into.

Right to Use the Member Center and Accounts
‍Subject to your continued payment of applicable fees, We grant to you a nonexclusive, nontransferable, revocable right to access and use the Member Center, Account and the services therein to which you have subscribed and paid for, in the United States only, subject to your continued compliance with these Terms of Use, the Subscription Services Agreement and applicable laws, rules, and regulations. You may only use the Member Center, your Account, and the Content therein for their intended purposes for which they are made available to you by Rebel Health.
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‍Account
‍To use certain features of our Platform, you will be required to create an Account. When creating an Account, you will also be required to create a username and password and provide your name, state of residence, email address and any other information requested at such time. You are responsible for maintaining the confidentiality of your username and password. Do not share your username and password with any other person. You must immediately notify Us, using the contact information set forth below, of any unauthorized use of your login credentials or Account of which you become aware. You may not create an Account if you are under 18 years of age. You understand and agree that Rebel Health may monitor your Account and use of Our services.
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‍Platform Information
‍Rebel Health provides health and wellness support and coaching. Rebel Health does not provide medical advice. We provide the information on the Platform for general, informational purposes. While we use good faith efforts to keep the information on the platform accurate, we do not guarantee it is accurate, up-to-date, or applicable to you. Notwithstanding the foregoing, Customers may connect with medical professionals through the Rebel Health Platform for professional medical services, provided through Rebel Health Medical Services PA. 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.
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‍Offers
‍We may offer certain services through the Platform. All offers set forth on this Platform are void where prohibited and are subject to additional terms pertaining to the offers. The actual services may differ from those displayed or listed on the Platform, are subject to availability, and we may change services in our sole direction. We reserve the right to cancel any services purchased through our platform and/or your access to the member center and your account, in our sole discretion, for any reason or no reason, without liability to you. You agree to hold us harmless for any such cancellation.
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‍SMS and Text Message Marketing Terms of Service
‍By opting into our SMS and text message marketing program, you agree to abide by the following terms and conditions applicable to such program. Please read this section carefully before providing your consent to receive marketing messages via SMS.

Opt-In and Consent
By providing your mobile phone number and opting into our SMS and text message marketing program, you expressly consent to receive promotional messages, alerts, and other marketing communications from Rebel Health. You also confirm that you are the account holder or have the account holder's permission to enroll in this service. Standard message and data rates may apply.

Frequency of Messages
You agree to receive SMS and text message marketing communications from Rebel Health Alliance periodically. The frequency of messages may vary based on your interaction with our platform and your preferences. You can opt-out of these messages at any time by following the instructions provided in the messages.

Opt-Out and Unsubscribe
To stop receiving SMS and text message marketing communications, you can unsubscribe by replying "STOP" to any marketing message you receive from us. After opting out, you will no longer receive marketing messages via SMS, but you may continue to receive non-promotional messages related to your account or transactions.

Data and Privacy
We value your privacy and will handle your personal information in accordance with our Privacy Policy. By enrolling in our SMS and text message marketing program, you acknowledge and agree that your mobile phone number and other provided data may be used to deliver marketing messages, offers, and promotions. We will not share your information with third parties for marketing purposes without your explicit consent.

Message Content
The content of our SMS and text message marketing communications may include but is not limited to promotions, discounts, product updates, event information, and other relevant marketing material related to our products and services.

Support and Assistance
For any questions, concerns, or assistance related to our SMS and text message marketing program, you can contact our customer support team at information@rebelhealthalliance.io.

Changes to the Terms
We reserve the right to modify or update these SMS and text message marketing terms without prior notice. Any changes will be effective immediately upon posting the updated terms on our website or sending them to you via SMS. Your continued participation in the program after any modifications constitutes your acceptance of the revised terms.

By enrolling in our SMS and text message marketing program, you acknowledge that you have read, understood, and agree to these terms. If you do not agree to these terms, please do not opt into our SMS marketing program.
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‍Use of Marks
‍Rebel Health owns certain trademarks, names, logos, insignia, or service marks (''Marks''). You do not have the right to use any Marks except as expressly agreed to in writing by Us. The Platform may also contain third-party marks and third-party copyrighted materials, which are the property of their respective owners. Nothing in these Terms of Use grants to you any rights in or to those third-party marks or materials without such third party’s consent.
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‍Intellectual Property Rights
‍The Platform and Content are protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Rebel Health, or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. You are prohibited from any use of the Platform that is not expressly granted to you in these Terms of Use.
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‍Copyright Policy
‍We respect the intellectual property rights of others, and we ask that you do the same. We strive to expeditiously remove any infringing material from the Platform if we become aware of it.
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‍Your Posts
‍If the Platform enables you to post or upload information, documents, videos, photos, comments or other materials to the Platform (“Your Posts”), you warrant that (a) you have all rights necessary to provide Your Posts to us, (b) Your Posts do not contain any viruses or other malicious code or malware, and (c) Your Posts do not include anything inappropriate, vulgar, offensive or illegal, and they otherwise comply with all other terms in this Terms of Use. You grant to Rebel Health and its affiliates and licensors a non-exclusive, transferable, worldwide right and license to access, use, publish, distribute, modify, create derivatives of, and otherwise use Your Posts in accordance with applicable laws and our https://rebelhealthalliance.io/privacy-policy.
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Career Opportunities
‍The Site may list certain career opportunities offered by Us. You must not send Us application materials for any person other than yourself at information@rebelhealthalliance.io. You warrant that all information contained in any resume or other materials you provide is current, accurate, and complete. Your submission of a resume or other materials does not in any way require Us to review those materials or consider you for employment. Career opportunity descriptions on the Site are subject to change at our sole discretion without notice.
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‍Compliance with Laws
‍In connection with your access to and use of the Platform, you are responsible for complying with all applicable laws, regulations, and rules of all relevant jurisdictions, including all applicable rules regarding online conduct.
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‍Feedback and Other Content Submitted by You
‍If you submit comments or feedback to us regarding the Platform, its Content, or our services, or any other comments, questions, requests, content, or information that is not personal information ("Feedback"), we may use any Feedback that you send us in our discretion and without attribution or compensation to you.
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‍Children's Information
‍The Platform is not directed at children under the age of eighteen (18) years old. If you are under eighteen (18) years old, you must immediately stop using the Platform.
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‍Health Insurance
‍Rebel Health is not an insurance company and does not provide insurance coverage. You are encouraged to maintain insurance coverage for your medical needs. You agree that you shall not submit any claims to any federal healthcare programs, including but not limited to Medicare or Medicaid, for any reimbursement of the purchased services, including any fees associated with your Account.

Restrictions on Your Use of the Platform
‍The following actions violate these Terms of Use:

You may not copy, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of the Platform or Content without Rebel Health’s prior written consent.
You may not use the Platform for unlawful purposes.
You may not submit inaccurate, incomplete, or out-of-date information via the Platform, commit fraud or falsify information in connection with your use of the Platform.
You may not engage in data mining or similar data gathering or extraction activities from the Platform. You may not use the Platform to harvest email addresses, names, or other information of the users of the Platform or to spam other users of the Platform.
You may not access, use, or copy any portion of the Platform or Content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
You may not submit inaccurate, incomplete, or out-of-date information via the Platform, commit fraud or falsify information in connection with your use of the Platform.
You may not use the Platform to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses or malware.
You may not engage in activities that aim to render the Platform or associated services inoperable or to make their use more difficult.
You may not frame, mirror, or circumvent the navigational structure of any part of the Platform.
You may not upload, distribute, transmit, or post anything to or through the Platform that: (i) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (ii) invades the privacy of another or includes the confidential or proprietary information of another without their written consent, or (iii) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights.
You may not engage in any conduct while using the Platform that Rebel Health considers inappropriate, unauthorized, or contrary to the intended purpose of the Platform.

No Warranty
‍The platform and content are provided ''as is,'' and without any representation or warranty of any kind. To the maximum extent permitted by applicable law, Rebel Health expressly disclaims all representations, warranties and conditions of any kind with respect to the Platform and Content, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and arising from a course of dealing or usage in trade. Rebel Health makes commercially reasonable efforts to provide accurate and reliable content on the platform, but neither accuracy nor reliability are guaranteed. Rebel Health does not warrant or guarantee the quality, completeness, timeliness, or availability of the Platform or Content. Rebel Health does not warrant or guarantee that the platform or content will be uninterrupted or error-free, that any defects in the Platform or Content will be corrected, or that the Platform or the servers that make the Platform available are free of viruses or other harmful conditions or components. The laws of certain jurisdictions may not allow the exclusion or limitation of warranties or conditions. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you and you may have additional rights.

‍Limitation of Liability
‍To the maximum extent permitted by applicable law, in no event will Rebel Health or its officers, directors, members, employees, agents, or professional advisors (collectively, the ''Rebel Health Parties'') be liable for any indirect, special, incidental, exemplary, punitive, or consequential loss or damage, arising out of or in connection with the Platform or Content, including your access to or use of, or inability to access or use, the Platform or Content, regardless of the form of action, whether the claim is based in contract, tort (including negligence), strict liability, warranty, or otherwise, and even if a Rebel Health Party has express knowledge of the possibility of the loss or damage. Your sole and exclusive remedy is to stop accessing and using the Platform or Content. Without limiting the foregoing, in no event will the Rebel Health Parties’ aggregate liability to you arising out of or in connection with the Platform or Content, or your access to or use of, or inability to access or use, the Platform or Content exceed $100 USD, even if any remedy provided fails of its essential purpose. The laws of certain jurisdictions may not allow the exclusion of certain damages or limitations of liability. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you and you may have additional rights.

‍Indemnification
‍You agree to indemnify, defend and hold harmless the Rebel Health Parties from and against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs (including, without limitation, reasonable attorneys’ fees) that arise out of or in connection with (a) your violation of applicable laws, (b) your misuse of the platform or any content, (c) your breach of these terms or any other terms on the platform, (d) your posts, and (e) your infringement or misappropriation of any intellectual property rights. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.

‍Third-Party Websites, Applications, and Content
‍The Platform may link to third-party websites, services, and applications or contain third-party content, including that of Rebel Health affiliates. We provide such links and content as a convenience to visitors to our Platform and our members. Rebel Health services, including those available via the Member Center or your Account, may redirect you to download or use third-party mobile applications or websites, such as Trainerize and Calendly. Rebel Health services also may make available additional third-party services, including telemedicine or other virtual services provided by third parties (including affiliates) of Rebel Health. When you visit a third-party (including a Rebel Health affiliate) application or website, even if you are redirected from Rebel Health’s Platform, these Terms of Use and our policies do not apply to your use and interactions with those third-party applications and websites. We are not responsible for examining or evaluating the content or accuracy of third-party websites or applications linked through the Platform. Rebel Health does not warrant or endorse any third-party website, service, application, or content. When leaving the Platform, it is the applicable third-party’s terms and privacy policy that govern your use of such third-party site (and such third-party’s use of your personal information), not these Terms of Use. You understand that your use of any such third-party website, service, application, or content is done so in your sole discretion.

‍Linking to the Site
‍You are prohibited from linking to this Site on your website or elsewhere without the prior express written consent of Rebel Health. If Rebel Health grants you a right to link to this Site, certain terms may apply, and Rebel Health reserves the right to revoke such consent at any time. You are responsible for any costs incurred by Rebel Health in enforcing its rights under this Section.

‍Use in the United States
‍The Platform is intended for use in the United States only. We do not guarantee that use of the Platform will be available or permitted in any location other than the United States. If you choose to access the Platform from a location other than the United States, you do so at your own risk. The existence of the Platform or any Content shall not be construed as Rebel Health or the Rebel Health Parties offering the platform or content to persons in jurisdictions where the provision of such platform or content is prohibited by law.

‍Termination
‍You may terminate your Account in accordance with our Subscription Agreement. If you violate applicable laws or these Terms of Use, you are immediately prohibited from further use of the Platform or Content, and we may restrict your access to the Platform or Content.

‍Discontinuing the Platform or Content
‍Rebel Health may suspend or terminate the Platform or any Content, in whole or in part, at any time in its sole discretion for any reason.

‍No Liability for Suspension or Termination
‍Rebel Health will not be liable to you or anyone else for any damages arising from or related to Rebel Health’s suspension or termination of your access to the Platform or the Content, or in the event Rebel Health modifies, discontinues, or restricts the availability of the Platform or the Content (in whole or in part).Without limiting the generality of the previous provisions, the Platform or Content may be unavailable or limited for various reasons, and we shall not be liable to you for any such unavailability, including without limitation (i) hardware, software, server, network, or telecommunications failures, (ii) severe weather, war, riot, act of God, fire, earthquake, strike, labor shortage, etc., (iii) regulatory restrictions and other acts of government, (iv) interruptions due to utility and power companies, and (v) interruptions due to hacking or other malicious intrusion.

Cooperation with Law Enforcement
‍Rebel Health will cooperate with law enforcement if you are suspected of having violated applicable laws. You waive and hold the Rebel Health parties harmless for any cooperation with, or disclosure of your information to, law enforcement relating to your suspected violation of applicable laws.

Dispute Resolution – Arbitration. Both parties agree to resolve any disputes arising under these Terms of Use or relating to the Platform or the Content through binding arbitration, on an individual basis, as set forth below.
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 these Terms of Use.
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 (''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 these Terms of Use or with regard to the Platform, 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 these Terms of Use, the Platform or the Content must be commenced by you within one (1) year of the dispute giving rise to the claim.
Confidentiality. The parties will keep the arbitration and the arbitrator’s decisions and judgment confidential and 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 these Terms of Use.
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.
Governing Law. Unless expressly prohibited by the law of your place of residence, these Terms of Use, and your access to and use of the Platform, are governed by the laws of Delaware, without regard to its conflict of laws principles. Venue is exclusively in the state or federal courts located in Delaware. The parties expressly agree to the exclusive jurisdiction of those courts.
Entire Agreement. These Terms, the Privacy Policy and the Subscription Services Agreement contain the entire agreement between you and Rebel Health with respect to your access to and use of the Platform and the Content. In the event of conflict between these Terms of Use and the Privacy Policy or the Subscription Services Agreement, these Terms of Use shall apply.
Severability. If any provision of these Terms of Use is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms of Use are for convenience only and do not affect the interpretation of these Terms of Use.

Waiver
‍Our failure to enforce any provision of these Terms of Use will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by us.

Assignment. We may assign our rights and delegate our duties under these terms of use at any time to any party without notice to you. You may not assign your rights or delegate your duties under these terms of use without our prior written consent. These terms inure to the benefit of our successors and assigns.
Terms Applicable to New Jersey Consumers. No provision in these Terms of Use will apply to any consumer in New Jersey if the provision limits remedies for (i) negligence, (ii) products liability claims, (iii) the punitive damages laws, (iv) the New Jersey Uniform Commercial Code, or (v) failure to reasonably protect against harm arising from certain criminal acts of third parties (e.g., computer hacking and identity theft). The provisions of these Terms concerning the exclusion or limitation of certain damages are not applicable in New Jersey with respect to statutory damages, punitive damages, loss of data, and loss of or damage to property. Rebel Health reserves all rights, defenses, and permissible limitations under the laws of New Jersey and under the laws of your state.

Phone Number : +1 202-695-3578‬
Email Address : information@rebelhealthalliance.io

Rebel Health Subscription Services Agreement
Last Modified: June 18, 2025

This Rebel Health Subscription Services Agreement (this “Agreement”) sets forth the terms on which Rebel Health Medical Services, PA, a professional medical corporation (“RHMS” or “us” or “our”) makes professional medical telehealth services and wellness services available on a subscription basis (“Subscription Services”) through the RHA Systems A Incorporated (“Rebel Health”) online platform (“Platform”). An order for Subscription Services may be placed either by selecting the applicable Subscription Services or package in the Platform or by filling out an order form such as listed in Exhibit A (such selected Subscription Services are the “Order”). “Customer” or “you” means the person executing this legally binding agreement with RHMS and listed in the Order and on the Platform.

Exhibit A

Order Details

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

By paying the subscription fees identified on an Order, clicking “I agree”, or by accessing and using the Subscription Services, Customer (I) represents and warrants it has the right, power, and authority to enter into this agreement, (ii) is at least 18 years of age or older, and (iii) agrees to become bound by the terms of this agreement. If Customer does not agree to these terms and conditions, Customer may not use the Subscription Services. Customer agrees that this Agreement is enforceable to same extent as any executed written agreement.

These terms contain an agreement by you to resolve disputes through binding arbitration on an individual basis. Please review the arbitration section below since you are giving up certain rights, such as the right to a jury trial and the right to sue rebel health in a class action lawsuit.RHMS and its affiliate Rebel Health reserve the right to modify this Agreement at any time. All changes will be effective immediately upon posting to the Platform and, by accessing or using the Subscription Services after changes are posted, Customer agrees to those changes. Your only remedy if you do not agree to any updated version of this Agreement is to terminate your use of the Subscription Services and Platform as described in the “termination” section below.

However, if RHMS modifies the arbitration provision below, you may reject that change by sending Rebel Health written notice within thirty (30) days of our posting of the change, in which case you must immediately stop using the Subscription Services.

‍Privacy Policy
‍RHMS and its affiliates may collect, use and disclose personal information from or about Customer as described in the Rebel Health Privacy Policy. If Customer does not agree to any terms in the Privacy Policy, Customer is prohibited from purchasing Subscription Services. If Customer chooses to purchase and/or participate in the Subscription Services, Customer understands that the Subscription Services involve the collection, use, and disclosure of personal information, including sensitive personal information, as further described in the Privacy Policy.

‍Terms Of Use
‍In order to access and use the Subscription Services, you must sign-up for an online account through the Rebel Health Member Center in the Platform. Your use of the Platform is subject to the Terms of Use, which are incorporated into this Agreement by reference.

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, RHMS will make the Subscription Services available to Customer for Customer’s personal, non-commercial use. All Subscription Services which constitute professional medical services are provided solely through RHMS. RHMS may use contractors to perform other 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”). Rebel Health does not provide medical advice and perform any professional medical services.
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 non-medical 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. RHMS is the sole and exclusive owner of any medical records generated as a result of the Subscription Services. Customer may request from RHMS or download and copy Reports and other materials provided to Customer by RHMS or 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 must not rely solely on the Subscription Services to manage your health and wellness. We encourage you to maintain your relationships with your primary care provider and any specialist providers who are treating you. 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.
Audit Rights. RHMS or 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 RHMS or Rebel Health are not subject to this Agreement and are instead subject to your agreement with such third party or affiliate. You agree to hold Rebel Health and RHMS harmless for all acts and omissions of third parties, including affiliates.

Fees And Payment

Fees. Customer shall pay to RHMS 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 RHMS 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, RHMS 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 RHMS receives payment in full, or RHMS 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 RHMS in collecting amounts due. RHMS 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 information@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. RHMS 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 RHMS or Rebel Health and measured by the gross or net income of RHMS or 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." To the extent permitted by applicable law, RHMS and Rebel Health hereby disclaim all representations and warranties, whether express, implied, statutory or other (including all warranties arising from course of dealing, usage or trade practice), and specifically disclaim all implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. Without limiting the foregoing, RHMS and Rebel Health make 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. Customer understands and agrees that there is no guarantee of results from the Subscription Services.
Subscription Services Unavailability. RHMS and Rebel Health do 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 RHMS’s and/or Rebel Health’s control. RHMS, Rebel Health, and their affiliates and contractors will not be liable to you for any such unavailability, and you agree to hold them harmless related to such unavailability. Notwithstanding the foregoing, RHMS health care professionals will attempt to provide timely responses to you.
No Life-Saving Care. The Subscription Services are not intended to treat illness or injuries. You must seek the medical advice of your doctor for any such concerns. The Subscription Services are not intended to address medical emergencies. Dial 911 or visit your nearest emergency room if you experience a medical emergency.
Medical Advice. The Subscription Services are intended only for Customer’s personal purposes. Rebel Health and its employees and contractors do not provide medical advice to Customer. Any medical advice is provided solely through RHMS and its affiliated licensed medical professionals. Any medical advice made by such medical professional is the advice of the medical professional directly and not the advice of Rebel Health. 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. Any other complaints regarding the Subscription Services shall be resolved by final and binding arbitration, as described herein.

Term And Termination

Termination By Customer. Customer may terminate the Subscription Services within their Account via the Platform or by contacting us at information@rebelhealthalliance.io. Such termination will be effective upon the next renewal date. For the sake of clarity, 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 RHMS modifies this agreement during the subscription term, so long as Customer provides RHMS and 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.
Termination or Suspension By RHMS. RHMS may terminate or suspend the Subscription Services for any reason or no reason at any time. If Rebel Health terminates because of Customer’s breach of this Agreement or the Terms of Use, RHMS and 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. In the event of termination for any reason, RHMS shall make available to Customer or Customer’s health care provider, upon Customer’s written request and execution of a release of health information, a copy of all medical records related to the Subscription Services and maintained as part of the Customer’s record by RHMS.
Suspension. Without limiting the generality of the previous provision, RHMS or Rebel Health may (temporarily or permanently) suspend Customer's access to the Subscription Services, immediately without notice, if RHMS or 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, RHMS, Rebel Health, or any users of the Platform; or (iii) Customer is in breach of this Agreement.

In the event of any termination, Customer shall immediately discontinue use of the Subscription Services. RHMS will immediately cease providing the Subscription Services and terminate Customer’s access to the Platform; and all of Customer’s payment obligations under this Agreement for the Subscription Services (and any other services) provided through the effective date of termination will immediately become due. Notwithstanding the foregoing, RHMS’s health care professionals will take all reasonable steps to transition care to Customer’s preferred health care provider.

Limitation of Liability
‍Notwithstanding anything to the contrary contained herein, and to the maximum extent permitted by applicable law, the maximum, aggregate liability of Rebel Health, its affiliates and contractors, and its and their officers, directors, employees and agents (its “representatives”) arising under this Agreement or in any way related to the Subscription Services, regardless of the form or action, shall not exceed the amount of fees paid by Customer. Notwithstanding anything to the contrary contained herein, in no event shall Rebel Health or its representatives be liable for any indirect, special, consequential, punitive, exemplary, or incidental damages (including without limitation damages for loss of use, loss of revenue, loss of profits, loss of goodwill, the costs of substitute good or services, data incident, use of data, or data loss), regardless of the form of action, whether in an action in contract, tort, strict liability, product liability, negligence, or otherwise, and regardless of whether Rebel Health was advised of the possibility of such damages.

‍Indemnification
Indemnification by Customer. Customer shall, at its expense, defend Rebel Health, RHMS, and its representatives from and against any claims, actions or proceedings, as well as indemnify and hold harmless Rebel Health, RHMS, and its representatives, from and against any losses, liabilities, costs, expenses, settlements, damages, attorneys’ fees and courts costs arising from or relating to: (a) Customer’s use of the Subscription Services; (b) Customer’s misuse of or reliance on any material, data, or other documentation or information downloaded or otherwise obtained from the Subscription Services, including Reports; (c) Customer’s submission of information (including personal information) using or in connection with the Subscription Services; (d) Customer’s violation of or noncompliance with applicable laws or regulations; (e) Customer’s violation of any third party’s rights; (f) Customer’s negligence, willful misconduct, other tortious acts or omissions, or fraud; or (g) Customer’s breach of this Agreement. Rebel Health and RHMS reserve, and Customer grants to Rebel Health and RHMS, the exclusive right to assume the defense and control of any matter subject to indemnification by Customer.

‍Arbitration and Waiver of Class Action
‍Both parties agree to resolve any disputes arising under this Agreement or relating to the Subscription Services through binding arbitration, on an individual basis, as set forth below.

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 or RHMS’s right to appeal.
Good Faith Discussions. You and RHMS or 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 RHMS 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 (''Rules''). You and RHMS 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 RHMS 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.
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, RHMS, 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 RHMS's prior written consent, and any such attempted delegation or assignment shall be void. RHMS 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. RHMS's failure to enforce, or RHMS's waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or provision.
Force Majeure. RHMS 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 RHMS.
Electronic Communications. You agree to receive electronic communications from RHMS and Rebel Health, including through your online Account.
Notice. RHMS or 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: information@rebelhealthalliance.io

Terms Of Use And Subscriber Agreement