Subscription Agreement

This Subscription Agreement (“Agreement”) is made effective as of the date of acceptance (“Effective Date”) by and between you (“Subscriber”), a licensed healthcare provider or clinical practice, and Habit Bandz LLC, an Ohio limited liability company (“Habit Bandz”).

BY CLICKING ON THE BUTTON TO SUBMIT AN ORDER, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT CLICK THE BUTTON TO SUBMIT AN ORDER.

Terms and Conditions

1. Purpose and License.

Subscriber desires to purchase a subscription to the Habit Bandz clinician portal and associated software platform (the “Platform”). By executing this Agreement, Habit Bandz grants Subscriber the following non-exclusive rights to the Platform, provided that Subscriber agrees to and complies with all terms and conditions of this Agreement:

a. Use. Subscriber may access and use the Platform for clinical purposes in connection with Subscriber’s professional practice, including monitoring client progress, reviewing behavioral health data, and managing client accounts. Subscriber shall not sublicense, distribute, or provide access to the Platform to any third party except as expressly permitted herein.

b. Reservation of Rights. The Platform is licensed, not sold, to Subscriber by Habit Bandz. Habit Bandz reserves all rights not expressly granted to Subscriber in this Agreement. Subscriber shall refrain from any action that would diminish such rights or would call them into question.

c. Acceptable Use. Subscriber shall use the Platform only for lawful purposes and in accordance with all applicable federal, state, and local laws and regulations, including but not limited to those governing the practice of healthcare. Subscriber is solely responsible for ensuring that its use of the Platform complies with all professional licensing requirements and standards of care applicable to Subscriber’s practice.

d. Third Party Software. Notwithstanding the terms and conditions of this Agreement, all or any portion of the Platform which constitutes third party software is licensed to Subscriber subject to the terms and conditions of the software license agreement accompanying such third party software, whether in the form of a discrete agreement, shrink wrap license, or electronic license terms accepted at time of download.

2. Term and Termination.

This Agreement shall become effective upon acceptance by Subscriber and shall remain in effect until terminated as provided below.

a. Termination for Cause. This Agreement will automatically terminate without notice in the event Subscriber breaches this Agreement and/or fails to comply with any term or condition of this Agreement.

b. Termination by Habit Bandz. Habit Bandz may terminate this Agreement upon thirty (30) days prior written notice to Subscriber.

c. Termination by Subscriber. Subscriber may immediately terminate this Agreement at any time during the Trial Period (as defined below) by deleting its account. After the Trial Period, Subscriber may terminate this Agreement upon thirty (30) days prior written notice to Habit Bandz. Deletion of Subscriber’s account shall be deemed as written notice. However, Subscriber will remain liable for all Subscription Fees during the then-current subscription term.

d. Effect of Termination. Upon termination of this Agreement, Subscriber will lose all access to the Platform. Subscriber is responsible for exporting any data or information stored within Subscriber’s account prior to termination. Habit Bandz will retain or delete data in accordance with its data retention policy and applicable law.

e. Automatic Renewal. Subscriber is required to sign up for a minimum one (1) year subscription term. The subscription term shall automatically renew for additional one (1) year periods unless Subscriber provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current subscription term. Subscriber shall be responsible for payment of the Subscription Fee for any renewal term(s).

3. Payment Terms.

Before Subscriber is granted access to the Platform, Subscriber shall provide Habit Bandz with valid and updated payment information. Subscriber authorizes Habit Bandz to charge such payment method for the Platform for any subscription term and any renewal subscription terms on a One Thousand Two Hundred Dollars ($1,200.00) per year basis (collectively, “Subscription Fees”). Subscriber shall have the following payment options:

(1) Annual Payment: Subscriber shall be charged every three hundred sixty-five (365) days for the applicable Subscription Fees in full ($1,200.00); or

(2) Quarterly Payment: Subscriber shall be charged every three (3) months at a rate of Three Hundred Seventy-Five Dollars ($375.00) per quarter, however Subscriber shall be required to sign up for a minimum one (1) year subscription term (“Annual Term”). If Subscriber terminates the Agreement prior to the end of an Annual Term, Subscriber will remain responsible for payment of all Subscription Fees through the Annual Term.

a. Trial Period. Subscriber may elect for Habit Bandz to provide the Platform for a period of fourteen (14) days commencing upon the date that the Platform is first made available to Subscriber (the “Trial Period”). If Subscriber does not convert to a paid subscription prior to the expiration of the Trial Period, Subscriber’s access to the Platform will automatically terminate.

b. Payment Information. Subscriber is responsible for providing complete and accurate billing and contact information to Habit Bandz and notifying Habit Bandz of any changes to such information.

c. Taxes. Appropriate sales tax will be added. The sales and use tax charged will be based on the laws of the jurisdiction where the Platform is sold.

d. Suspension. If any amount owed by Subscriber under this Agreement is ten (10) or more days overdue, Habit Bandz may, without limiting any other rights and remedies, suspend Subscriber’s access to the Platform until such amounts are paid in full.

4. Clinical Use Disclaimer.

The Platform is intended as a clinical support tool and does not provide medical advice, diagnosis, or treatment. Subscriber acknowledges and agrees that:

a. The Platform is not a substitute for professional clinical judgment. All clinical decisions regarding client care remain the sole responsibility of the Subscriber.

b. Data and insights presented through the Platform are intended to supplement, not replace, Subscriber’s independent professional assessment.

c. Habit Bandz makes no representations or warranties regarding clinical outcomes associated with the use of the Platform.

5. Disclaimer of Warranties.

a. Subscriber acknowledges that the use of the Platform will be under Subscriber’s exclusive management and control. Subscriber shall be responsible for assuring the proper establishment and maintenance, operating methods, safety precautions, security measures, and procedures necessary for Subscriber’s intended use of the Platform.

b. EXCEPT AS MAY BE SET OUT IN A SPECIFIC WARRANTY ACCOMPANYING THE PLATFORM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HABIT BANDZ PROVIDES THE PLATFORM AND ANY THIRD PARTY SOFTWARE “AS IS” AND WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND LACK OF VIRUSES, ALL WITH REGARD TO THE PLATFORM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HABIT BANDZ OR A HABIT BANDZ AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

c. IN NO EVENT DOES HABIT BANDZ PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE PLATFORM IS DESIGNED TO BE USED, INCLUDING BUT NOT LIMITED TO APPLE WATCH, IPHONE, OR ANY OTHER WEARABLE DEVICE, AND HABIT BANDZ DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.

6. Limitation of Liability.

Notwithstanding any damages Subscriber might incur, the entire liability of Habit Bandz under any provision of this Agreement and Subscriber’s exclusive remedies for all of the foregoing shall be limited to the amount actually paid by Subscriber for the Platform during the twelve (12) months preceding the event giving rise to the claim. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HABIT BANDZ BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PLATFORM, THIRD PARTY SOFTWARE AND/OR THIRD PARTY HARDWARE USED WITH THE PLATFORM, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT), EVEN IF HABIT BANDZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7. Indemnification.

Subscriber shall indemnify and hold Habit Bandz and its officers, directors, employees, and licensors harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to or arising out of or related to Subscriber’s: (i) violation of the terms and conditions of this Agreement; (ii) violation of any laws, regulations, or third party rights; (iii) negligent act, omission, or willful misconduct; or (iv) use of the Platform in connection with Subscriber’s clinical practice, including any claims arising from clinical decisions made using data obtained through the Platform.

8. Data and Privacy.

a. Subscriber Data. Subscriber retains all rights to data that Subscriber inputs into the Platform (“Subscriber Data”). Subscriber grants Habit Bandz a limited, non-exclusive license to use, process, and store Subscriber Data solely for the purpose of providing the Platform and related services.

b. Aggregated Data. Habit Bandz may collect and use de-identified and aggregated data derived from Subscriber’s use of the Platform for product improvement, research, and analytics purposes.

c. Privacy Policy. Subscriber’s use of the Platform is subject to Habit Bandz’s Privacy Policy, which is incorporated herein by reference.

9. Governing Law.

This Agreement is governed by the laws of the State of Ohio, exclusive of conflict of law provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Cuyahoga County, Ohio, and the parties consent to the exclusive jurisdiction of such courts.

10. Entire Agreement.

This Agreement is the entire agreement between Subscriber and Habit Bandz relating to the Platform and it supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Platform or any other subject matter covered by this Agreement. No modifications of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of Habit Bandz and Subscriber. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement will remain in full force and effect.

By clicking “I Agree” or submitting an order, Subscriber acknowledges that Subscriber has read, understood, and agrees to be bound by this Agreement.