Terms of Service

AMONG OTHER ACTIVITIES, Ulo INC.’S SERVICES ENABLE COORDINATION AND COMMUNICATION WITH A HEALTH CARE PROVIDER. IT DOES NOT REPLACE YOUR RELATIONSHIP WITH ANY PHYSICIAN. THESE SERVICES MIGHT NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. IF YOU HAVE A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR DOCTOR OR DIAL 911.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BECAUSE THEY SET FORTH THE IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.

YOU UNDERSTAND THAT BY ACCESSING OR USING THE SITES OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS OF USE. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS OF USE, YOU MAY NOT USE THE SITES OR ANY SERVICES PROVIDED ON OR THROUGH THE SITES.

THE TERMS OF USE ARE SUBJECT TO CHANGE AS PROVIDED HEREIN.

INTRODUCTION

Ulo, Inc. (collectively, “Ulo,” “we”, “us”, or “our”) own and operate the websites located at www.getulo.com. The Sites are intended to facilitate the provision of the Services to registered users. The “Services” may include (i) providing individuals with information on health care and wellness (“Content”); (ii) providing individuals with access to technology-oriented tools for acne treatment; (iii) development and gathering of health care records and health care information with retention of the same for use in health care provider appointments, and communications; (iv) administrative support in connection with scheduling, and payment for health care provider services; and (v) telecommunications support for using the Services as a means of direct access to health care providers provided by Ulo and similar affiliated professional entities for communication, consultations, assessments, and treatment by such health care organizations and their providers.

These terms and conditions of use (“Terms of Use”) describe your rights and responsibilities with regard to the Ulo Sites that you may use to receive Services. Your access to and use of the Sites is subject to these Terms of Use, our Privacy Policy, as well as all applicable laws and regulations. In these Terms of Use, the terms “you” and “yours” refer to the person using the Services. Even though you may have arrived to the Sites through a website or mobile application operated or controlled by a third party, you understand and agree that these Terms of Use are entered into between you and Ulo. If you do not accept and agree to be bound by these Terms of Use, you are not authorized to access or otherwise use the Sites, Services or any information or Content provided through the Sites or Services. The Sites and Services are continually under development, and Ulo reserves the right to review or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you. Any changes to these Terms of Use are effective upon posting to the Sites.

Unless otherwise indicated, any new Content added to the Services is also subject to these Terms of Use upon posting to the Sites. If you disagree with these Terms of Use, your sole and exclusive remedy is to discontinue your use of the Sites and/or Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

AVAILABILITY

Certain of our Services are currently only available to individuals located in certain states. (See List of States.)

ELIGIBILITY

In order to qualify to use the Services, the following must be true:

  • You are age 18 years or over or are accompanied by your parent/guardian.
  • You are located in a State Where We Operate.
  • You agree to be legally bound by and comply with these Terms of Use. You understand and agree that satisfying the above requirements does not guarantee that you will receive Services through Ulo. In addition to the above requirements, Ulo and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

REQUIREMENTS FOR USE

You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software in order to use the Sites.

FULFILLMENT

Medical consultations and messages will be reviewed within 24 hours of submission.

SPECIAL CONSENT TO TELEHEALTH SERVICES

Telemedicine involves the delivery of health care services using electronic communications, information technology, or other means between a health care provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up and/or related patient education, and may include, but is not limited to:

  • Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider;
  • Interactions between a patient and health care provider via audio, video, and/or data communications; and
  • Use of output data from medical devices, sound, and video files.

The electronic systems used in the Services will incorporate network and software security protocols to protect the privacy and security of health information and imaging data, and will include measures to safeguard the data to ensure its integrity against intentional or unintentional corruption.

Privacy Policy

Ulo understands the importance of confidentiality and privacy regarding your health information. Ulo will act in accordance with HIPAA to protect your private health information.

YOUR RELATIONSHIP WITH Ulo

Ulo does not provide any medical services, including via the Sites and Services. Rather, Ulo provides a technology platform for you to access a health care provider employed or contracted with Ulo physicians or similar affiliated professional entities and obtain access to additional information, which you may or may not choose to utilize in planning your health care and wellness. The health and wellness resources made available through our Services are not a substitute for direct in-person health care services in all cases. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and the health care provider. You understand that by coordinating and in certain cases consulting with Ulo or affiliate health care provider through the Services, you are not entering into a provider-patient relationship with Ulo itself.

By accepting the Terms of Use, you agree and consent to Ulo, Ulo affiliates, or health care providers sending you disclosures, notices, messages, reports, and other communications. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold us or any Ulo affiliate liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or for your failure to comply with any treatment recommendations contained in these communications.

CONSULTATIVE SERVICE

In some cases, a Ulo physician or affiliated health care provider may use the Services to provide advice or treatment to you. A health care provider consulting with you through the Services may not have the benefit of information that would be obtained by examining you in person and observing your physical condition, in each instance. Therefore, the health care provider may not be aware of facts or information that may affect his or her opinion regarding a potential diagnosis or treatment recommendation. To reduce the risk to you of this limitation, Ulo strongly encourages you to provide all relevant information and discuss any and all diagnosis and treatment options with a health care provider. Moreover, a health care provider utilizing Ulo may be limited by state law in prescribing certain medications to you without first conducting an in-person physical examination. By deciding to engage the Services, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that:

(i) any diagnosis you may receive is limited and, in some cases, provisional;

(ii) the health care services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a health care provider;

(iii) a health care provider acting through the Services may not have important information that is usually obtained through a “hands-on” physical examination; and

(iv) the absence of a physical examination may affect the health care provider’s ability to diagnose any potential condition, disease or injury.

SITE CONTENT

Except for specific communications received from your Ulo physician or affiliate health care organizations and providers, none of the Content you receive through the Sites should be considered medical advice.

REGISTRATION AND USER ACCOUNTS

Although certain parts of the Sites are accessible by any individual, you are obligated to register with Ulo in order to access the Services. The Services are available only to users who have registered with Ulo and to other persons affiliated with Ulo who have been granted accounts with usernames and passwords (“Secure Users“). If you are a Secure User, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself that you have provided to Ulo. If you do not maintain such information, or Ulo has reasonable grounds to suspect as much, Ulo has the right to suspend or terminate your account and your use of the Services. You agree to keep confidential your username and password and to exit from your Secure User account at the end of each session. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else’s account at any time. Ulo explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You acknowledge and agree that: (1) all or any part of the Sites may not be accessible at any time, for any period, or for any reason; and (2) Ulo will not be liable if for any reason all or any part of the Sites are unavailable at any time or for any period.

ACCESS RIGHTS AND PROHIBITED USE

Subject to your compliance with these Terms of Use, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Sites in the United States and to use the Services solely for your personal and non-commercial use and only as permitted under these Terms of Use, the Consent to Telehealth, and the Privacy Policy.

OWNERSHIP OF SITE CONTENT

As between Ulo and you, Ulo is the sole and exclusive owner of all right, title and interest in and to the Sites and their content, features and functionality, other Content, and all intellectual property rights therein, and any suggestions, ideas or other feedback provided by you.

LINKS TO THIRD-PARTY HYPERLINKS AND WEBSITES

The Sites may contain hyperlinks or references to other websites (“Linked Sites”) operated by third parties. The Linked Sites may not be under our control, therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement of the Linked Site or any association with its operators. Your use of these Linked Sites is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.

You may have arrived to the Sites through a Linked Site, including a Linked Site controlled by a parent, subsidiary or affiliate of Ulo. You understand and agree that we are not responsible for the information, products or services described on those Linked Sites and only these Terms of Use will apply to your use of or access to the Sites.

TERMINATION

The Terms of Use will remain in full force and effect as long as you continue to access or use the Sites or Services. You may terminate the Terms of Use at any time by discontinuing use of the Sites. Your permission to use the Sites automatically terminates if you violate these Terms of Use.

Ulo may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the Sites or Services with or without prior notice, for any reason, and at any time. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Venue, Severability of Provisions; No Waiver; and Assignment.

After such termination, Ulo will have no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SITES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SITES AND ANY SERVICES ARE PROVIDED THROUGH THE SITES ON AN “AS IS” AND “AS AVAILABLE” BASIS. Ulo AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION ALL AFFILIATED PROFESSIONALS, PROFESSIONAL ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS,

PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITES AND SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SITES OR SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER Ulo NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SITES. FURTHERMORE, Ulo DOES NOT GUARANTEE THAT THE SITES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND Ulo DISCLAIMS ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SITES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION.

LIMITATION OF LIABILITY

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL Ulo, ITS RELATED PERSONS OR ENTITIES OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, WARRANTY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SITES OR ANY SERVICES PROVIDED THROUGH THE SITES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITES. THIS IS TRUE EVEN IF Ulo OR RELATED

PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Ulo, its affiliates (including without limitation all affiliated professionals and professional entities), subsidiaries, and their directors, officers, employees, contractors, licensors, representatives, proprietors, partners, shareholders, servants, principals, agents, assigns, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of materials or features available on the Site.

MODIFICATIONS TO THE SITES

Ulo reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Sites or Services or any portion thereof, with or without notice. You agree that Ulo shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services.

PAYMENT

You agree to pay all fees due for services requested. You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have. By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due.

GOVERNING LAW; DISPUTE RESOLUTION; ARBITRATION; VENUE; SEVERABILITY OF PROVISIONS

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND Ulo TO RESOLVE ALL DISPUTES BETWEEN US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM Ulo.

These Terms of Use and your use of the Sites shall be governed by the laws of the State of New York, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms of Use will be resolved exclusively in the County of Nassau, New York. The parties agree that the Supreme Court of the State of New York located in Nassau County, New York shall have exclusive personal jurisdiction, subject matter jurisdiction, and venue for any such claim.

All parts of these Terms of Use apply to the maximum extent permitted by law. Ulo and you both agree that if we cannot enforce a part of this contract

as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law.The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

NO WAIVER

No waiver by Ulo of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Ulo to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

REMEDIES

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

ASSIGNMENT

You may not assign any of your rights under this agreement, and any such attempt will be null and void.

DIGITAL MILLENNIUM COPYRIGHT ACT

Ulo reserves the right to remove any content or any other material or information available on or through our Sites, at any time, for any reason. Ulo otherwise complies with the provisions of the Digital Millennium Copyright Act (“DMCA”) applicable to Internet service providers (17 U.S.C. § 512, as amended), and responds to clear notices of alleged copyright infringement. This Section describes the procedure that should be followed to file a notification of alleged copyright infringement with Ulo

Any notification to Ulo under 17 U.S.C. § 512(c) alleging copyright infringement must include the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right being infringed;
  • An identification of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  • An identification of the content or material that you claim is infringing and where it is located on our Sites;
  • Information sufficient for Ulo to contact you, such as your address, telephone number, and/or email address;
  • A statement by you that you have a good-faith belief that the use of the content or material of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
  • A signed statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf.