Terms of Use

The following terms (the "Terms of Use" or the "Agreement") constitute an agreement between you and Formula Industries, Inc. ("Formula," "we," or "us"), the operator of joinformulahealth.com and related websites, applications, services and mobile applications, and all associated services (collectively, the "Services") provided by Formula and on/in which these Terms of Use are posted or referenced. For the purposes of these Terms of Use, the "Services" include, without limitation, technology maintained by Formula on behalf of third parties, technology integrated into third party websites, and other technology provided by Formula for the facilitation and enablement of the Services.

This Agreement constitutes a contract between you and us that governs your access to and use of the Services. This means you must agree to this Agreement in order to access and/or use our Services. If you do not agree, then you may not use the Services. As used in this Agreement, "you" means any visitor, user, or other person who accesses our Services; whether or not such person registered for a Formula Account (as defined in Section 1).

Formula's collection and use of Personal Data in connection with the Services is described in Formula's Privacy Policy ("Personal Data" as defined therein).

IMPORTANT: PLEASE REVIEW THE ARBITRATION NOTICE AND CLASS ACTION WAIVER IN SECTION 13 BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES BETWEEN YOU AND FORMULA BY BINDING, INDIVIDUAL ARBITRATION EXCEPT FOR EXCLUDED DISAGREEMENTS (AS DEFINED IN THE ARBITRATION AGREEMENT, BELOW). YOU ACKNOWLEDGE AND AGREE THAT (1) YOU AND FORMULA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND (2) YOU WAIVE YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST FORMULA. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

We are constantly trying to improve our Services, so these Terms of Use may need to change along with our Services. We reserve the right to change the Terms of Use at any time, and if we do make material changes, we will place a notice on our website, send you an email, and/or make reasonable attempts to notify you by some other means.

If you don't agree with the new Terms of Use, you are free to reject them; however, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms of Use becomes effective, that means you agree to all of the changes.

Except for changes by us as described above, no other amendment or modification of these Terms of Use will be effective unless made in writing and signed by both you and us.

We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one or any part of the existing Services. Under no circumstances will Formula be liable for any suspension or discontinuation of the Services or any portion thereof, and any use of new features or services will be governed by this Agreement.

If you create a Formula Account or use the Services on behalf of an individual other than yourself, you represent that you are authorized by such individual to accept this Agreement on such individual's behalf and bind them to this Agreement (in which case, the references to "you" and "your" in this Agreement, except for in this sentence, refer to that individual).

Formula grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to use the Services in accordance with these Terms of Use. You must create an account (a "Formula Account") and provide certain basic information about yourself. If you do provide us with any information, you authorize Formula to use and disclose it as described in our Privacy Policy.

While utilizing the Services, you may encounter certain Content that Formula makes available to you. "Content" means content, text, data, graphics, images, photographs, video, audio, information, suggestions, articles, guidance, and other materials provided, made available or otherwise found through the Services, including, without limitation, Content provided in direct response to your questions or postings. You acknowledge that although some Content may be provided by healthcare professionals, the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment.

WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY CONTENT (INCLUDING BUT NOT LIMITED TO DESCRIPTIONS OF PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFIT INFORMATION). IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE, REFER OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED IN CONTENT AND/OR ACCESSIBLE THROUGH THE SERVICES.

Formula is not a healthcare provider. The Content that you obtain or receive from Formula, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and payment purposes only. All medically related information is for informational and communicative purposes only.

WHILE WE HOPE THE CONTENT IS USEFUL IN YOUR HEALTHCARE JOURNEY, IT IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL OR MENTAL HEALTH EMERGENCY, ARE THINKING ABOUT SUICIDE OR TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND/OR 9-1-1. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. NOTHING STATED, POSTED, OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, PHARMACY, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

In connection with using the Services to secure compounded supplements and medications from pharmacies, clinics and manufacturers ("Suppliers"), you understand that: Formula or its designee may take certain limited steps to (a) verify that Suppliers participating in the Services hold certain active licenses, certifications or registrations required by law to practice and provide the services offered by them through the Services, and (b) verify that Suppliers are not listed in the U.S. Department of Health and Human Services Office of the Inspector General Exclusion database. Formula may also exclude Suppliers from our Services who, in Formula's discretion, have engaged in inappropriate or unprofessional conduct.

Formula (a) does not employ, refer to, recommend, or endorse any Suppliers, (b) does not make any representations or warranties with respect to these Suppliers or the quality of the services they may provide, (c) is not responsible for ensuring that information (including credentials) a Supplier provides about themself is accurate or up-to-date, and (d) is not responsible for making sure that Suppliers services are actually provided or are up to a certain standard of quality. We don't control the actions of any Suppliers and Suppliers are not our employees.

We may make available through the Services certain features or content powered by artificial intelligence ("AI", and such features, the "AI Features").

Without limiting anything else herein, we make no representations or warranties whatsoever regarding the AI Features, which are provided "AS IS" and should be used at your own risk. Before interacting with the AI Features, you are responsible for making your own determination that the AI Features are suitable for your needs, and you are responsible for any reliance on the accuracy, completeness, or usefulness of any AI Features. You should not act or refrain from acting on the basis of any information made available through the Services, including the AI Features. We are not responsible for monitoring any interactions between you and the AI Features, and you should evaluate the accuracy of any information produced from an AI Feature as appropriate for your use case. In rare cases, AI Features may provide incomplete, incorrect, or offensive information that does not represent our views. If any information from an AI Feature references any third party products or services, it doesn't mean that the third party endorses or is affiliated with us.

Under no circumstances will we be liable in any way for the AI Features or any information generated by the AI Features, including, but not limited to, infringement of intellectual property rights, any errors or omissions, or for any loss or damage of any kind incurred as a result of your interaction with the AI Features.

When you create a Formula Account, you will provide an email address and create a password (collectively, "Credentials"). You should keep your Credentials private and not share your Credentials with anyone else. You must immediately notify us if your password has been stolen or compromised by sending an email to support@formula.health. You promise to provide us with accurate, complete, and updated registration information about yourself. If you connect to the Services through a third party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You may never use another user's account without permission.

Certain features of the Services may permit users to post content to the Services ("User Content"). You retain ownership of and responsibility for, any User Content you post to the Services, subject to the licenses granted below. By submitting, posting or displaying User Content on or through the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free, non-exclusive right and license (with the right to sublicense) to use, host, store, copy, reproduce, process, adapt, modify, publish, transmit, create derivative works, communicate, display, and/or distribute such User Content in any and all media or distribution methods now known or later developed.

You are solely responsible for your User Content and the consequences of posting or publishing them. You represent, warrant, and agree that: (a) you are the creator and owner of the User Content or have the necessary licenses, rights, consents, and permissions to authorize Formula to use and distribute your User Content as necessary to exercise the rights granted by you in this section, in the manner contemplated by Formula and this Agreement; (b) your User Content does not infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; and (c) your User Content does not slander, defame, libel, or invade any right of privacy, publicity or other property rights of any other person.

You agree not to use the Services to:

• Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
• Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
• Use or attempt to use another user's account without authorization from that user and Formula;
• Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
• Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Services that you are not authorized to access;
• Develop any third-party applications that interact with User Content or the Services without our prior written consent;
• Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Services, extract data, or otherwise interfere with or modify the rendering of Services pages or functionality;
• Use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement; or
• Encourage or enable any other individual to do any of the foregoing.

Formula is not obligated to monitor access or use of the Services or to review or edit any Content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with this Agreement and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, including User Content, at any time and without notice, including but not limited to, if we, at our sole discretion, consider it objectionable or in violation of this Agreement. We have the right to investigate violations of this Agreement or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Some of our Services are provided directly to individuals who use the Services to interact with healthcare professionals and obtain healthcare items and services. For such individuals, the terms of this section 5.4 will apply. Unless otherwise defined in these Terms, capitalized terms in this section have the meaning ascribed to them under HIPAA (as defined below).

For those individuals that are using the Services to (a) receive a telehealth visit, and/or (b) order items from a pharmacy affiliated with your healthcare provider and filling your healthcare provider's prescriptions (collectively, the "Clinical Services"), the Clinical Services are provided by healthcare professionals or their affiliate pharmacies (each, a "Professional"). The Clinical Services and related healthcare services are provided by the Professional and not by Formula.

Notice and Consent to Receive Communications Electronically

By using the Services and accepting these Terms, you consent to receive certain communications from Formula and the Professional in connection with the Services. You agree to promptly review and respond to all communications we send. Formula and/or the Professionals may contact you by email, text, or phone to coordinate the Services and supply chain and address issues. Charges from your telephone or internet service provider may apply. You authorize Formula and the Professionals to send communications to you as set forth herein without any additional consent. If you opt out of text messages, the Professionals and/or Formula may still need to contact you by email, telephone, or alternative means.

HIPAA Authorization

Formula will maintain the privacy and security of Protected Health Information and Electronic Protected Health Information ("ePHI"), as defined by the Health Insurance Portability and Accountability Act and HIPAA regulations (together, "HIPAA") in accordance with HIPAA. You may view our HIPAA-compliant practices in our Privacy Policy.

You acknowledge that by using the Services you give authorization to disclose any ePHI (your or your minor child's) as needed to provide services, including:

• Providing the Professional with any pertinent health information needed to make appropriate treatment decisions;
• Disclosing ePHI to any third party performing laboratory services, diagnostic assessments, and/or shipping;
• Contacting your healthcare provider regarding your treatment;
• Contacting any pharmacy your healthcare provider designates for purposes of transferring any prescriptions; and
• Transmitting a prescription to the designated pharmacy.

You hereby release Formula and the Professionals from any legal responsibility or liability for the disclosure of ePHI to the extent such disclosure is in compliance with applicable laws and regulations.

You hereby certify that this authorization was made freely, voluntarily, and without coercion, and that the information given above is accurate and complete to the best of your knowledge. You understand that you have the right to revoke this authorization at any time, by notifying Formula in writing at support@formula.health, and that the revocation of this authorization will not have any effect on any actions taken by Formula prior to the date that we receive such revocation.

You may submit comments, feedback, bug reports, ideas or other feedback about the Services, including without limitation about how to improve the Services ("Feedback"). By submitting any Feedback, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, royalty-free, worldwide license to incorporate and use the Feedback for any purpose.

We may make available through the Services Content that is subject to intellectual property rights. We retain all rights to that Content and specifically grant you no license to use it except as necessary to use the Services. Except for the rights and licenses expressly granted, nothing in this Agreement grants to you any right in any intellectual property of Formula. The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Content except as expressly authorized in this Agreement.

Formula's name, logos, and other indicia of Formula are trademarks of Formula, and may not be copied, imitated, or used, in whole or in part, in connection with any product or service that is not Formula's, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Formula. All other trademarks, registered trademarks, product names and company names or logos appearing through our Services are the property of their respective owners.

Our Services may contain references to third-party intellectual property and the rights thereto, which are the intellectual property of their respective owners. Mention of third-party intellectual property on our Services does not constitute an endorsement or sponsorship of us by the rights holder(s). We disclaim any rights to such third-party intellectual property.

If you believe that your copyright has been infringed on our Services, please send to support@formula.health the following written information:

• An electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the allegedly infringing material is located on our Services;
• Your name, mailing address, telephone number, and email address;
• A written statement by you that you have a good faith belief that the disputed use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL FORMULA (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO FORMULA IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE FOREGOING, THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE. FORMULA DOES NOT WARRANT THAT (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

You agree to indemnify and hold Formula, its affiliates, and their respective employees, officers, directors, and agents, harmless from and against any and all losses, damages, costs, claims, and expenses (including reasonable attorneys' fees) that arise from or relate to (i) your use of the Services, (ii) your User Content, (iii) your breach of this Agreement, or (iv) any negligent, wrongful, illegal, or fraudulent activity engaged in by you in connection with the Services.

You hereby release Formula and our successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other users or third party websites of any kind arising in connection with or as a result of this Agreement or your use of the Services.

If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by Formula or for such party's fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.

This Agreement is effective beginning when you accept this Agreement or first download, install, access, or use the Services, whichever occurs first, and ending when terminated as described in Section 10.2.

If you violate any provision of this Agreement, your permission from us to use the Services will terminate automatically. In addition, Formula may in its sole discretion terminate your Formula Account or suspend or terminate your access to the Services at any time for any reason or no reason, with or without notice. You may terminate your Formula Account at any time by contacting Formula at support@formula.health.

Upon termination of this Agreement: (a) your license rights will terminate and you must immediately cease all use of the Services; (b) you will no longer be authorized to access your account or the Services; (c) you must pay Formula any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 2, 3, 5.2, 5.4, 6, 7, 8, 9, 10.3, 11, 12, and 13 will survive. If your Formula Account has been terminated, we reserve the right to maintain copies of any User Content or other information associated with you, in order to (i) comply with applicable law or legal requirements, (ii) resolve disputes, (iii) enforce this Agreement, (iv) prevent fraud and abuse, or (v) do anything else permitted by applicable law.

You may not export, or attempt to export, any information or technology from the Services except in full compliance with all applicable laws and regulations, including the Export Administration Regulations of the Bureau of Industry and Security, U.S. Department of Commerce, and the economic sanctions laws administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury. You may not directly or indirectly sell or otherwise provide services through the Services in (a) any country that is currently subject to a U.S. government embargo, (b) in violation of any U.S. export or import-restriction, anti-terrorism law, regulation or list, including the OFAC Specially Designated Nationals and Blocked Persons List, or (c) any other law as may be applicable.

Any software used as a part of the Services is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 2018), consisting of "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 (OCT 2018). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (OCT 2018), all U.S. Government end users acquire the software with only those rights set forth therein.

Please read the following section carefully, as it affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions.

Before filing a claim, you and Formula agree to try to resolve the dispute by contacting the other. If the dispute is not resolved within 60 days of such notice, a formal proceeding may be initiated. Any limitations period for filing a legal action will be tolled while the informal process under this section is pending.

For the purposes of this Section, the terms "Formula," "our," "we," or "us" includes Formula Industries, Inc., as well as any of their respective present or future affiliates or subsidiaries, and any persons or entities (including agents, representatives, or employees) related to Formula or its present or future affiliates or subsidiaries. Both you and Formula acknowledge and agree that for the purpose of any dispute arising out of relating to the subject matter of these Terms of Use, Formula's officers, directors, employees, and independent contractors ("Personnel") are third party beneficiaries of these Terms of Use, and that upon your acceptance of these Terms of Use, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary hereof.

YOU AND FORMULA AGREE THAT ANY DISPUTE (DEFINED BELOW) SHALL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION EXCEPT AS OTHERWISE PROVIDED HEREIN. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ELECT TO HAVE INDIVIDUAL CLAIMS HEARD IN SMALL CLAIMS COURT IF THOSE CLAIMS QUALIFY FOR SMALL CLAIMS COURT AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND IS NOT REMOVED OR APPEALED TO A COURT OF GENERAL JURISDICTION AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS ACTION) BASIS. ANY DISPUTE OVER WHETHER CLAIMS QUALIFY FOR SMALL CLAIMS COURT IS FOR THE SMALL CLAIMS COURT TO DECIDE IN THE FIRST INSTANCE AND, IF NECESSARY, FOR A COURT OF COMPETENT JURISDICTION TO DECIDE.

You and Formula agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and federal arbitration law apply to this Arbitration Agreement and govern all questions as to whether a Dispute is subject to arbitration.

For purposes of this Arbitration Agreement, "Dispute" shall include, but is not limited to, any claims or controversies between you and Formula that are related in any way to these Terms of Use, including, but not limited to, your use of Formula's Services.

If, after the foregoing informal negotiations, the parties cannot resolve the dispute, it shall be finally settled by binding arbitration in San Francisco County, California. The arbitration will proceed in the English language and shall be administered by the American Arbitration Association (the "AAA") pursuant to its Consumer Arbitration Rules, and, if applicable, its Mass Arbitration Supplementary Rules, that are in effect at the time the arbitration is initiated (the "Rules"), as modified by the terms set forth in this Agreement. Copies of the Rules can be obtained at the AAA's website (www.adr.org). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the claims presented, the arbitrator shall have the discretion to select a different set of Rules, but in no event, unless you and Formula agree otherwise, shall the arbitrator consolidate more than one person's claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator, forum, and/or third party neutral upon mutual written agreement.

To commence an arbitration proceeding, you must send an arbitration demand to the AAA and serve a courtesy copy to Formula, to support@formula.health, or we must send an arbitration demand to AAA and serve a courtesy copy on you at the most current address we have on file (which may be an email address). The physical courtesy copy must be accompanied by a certification of completion of the informal dispute resolution process and a copy of the notice.

The Rules will govern payment of all arbitration fees as modified by this Arbitration Agreement, unless the parties mutually agree to a different arbitration provider. You and we agree that the parties have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with the AAA regarding fees, and you and we agree that the parties (and your and our counsel, if you and we are represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.

The arbitration will be conducted by a single arbitrator who will apply these Terms of Use as a court would and will adjudicate any Dispute according to applicable law and facts based upon the record only.

Although under some laws Formula may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, Formula will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous or that you or your counsel have violated the standards of Federal Rule of Civil Procedure 11, which the parties agree shall be applicable in arbitration. The cost-shifting provisions of Federal Rule of Civil Procedure 68 shall also apply and be enforced by the arbitrator after entry of an award. An award that has been satisfied may not be entered in court. Formula will consider a request to reimburse the consumer filing fee upon a demonstration of financial hardship.

UNLESS BOTH YOU AND WE AGREE OTHERWISE, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL BASIS. CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED JOINTLY OR BE CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. ADDITIONALLY, YOU AND FORMULA AGREE THAT THE ARBITRATOR MAY AWARD INDIVIDUAL RELIEF AVAILABLE IN COURT (INCLUDING, WITHOUT LIMITATION, DAMAGES, DECLARATORY, INJUNCTIVE, OR OTHER EQUITABLE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S PARTICULAR CLAIM. THE ARBITRATOR MAY NOT ISSUE A "PUBLIC INJUNCTION." THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION HOLDS THAT THESE RESTRICTIONS ARE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR PUBLIC INJUNCTIVE RELIEF OR ANY PRIVATE ATTORNEY GENERAL CLAIM), AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE DECISION IS OTHERWISE FINAL), THE PARTIES AGREE THAT THE PARTICULAR CLAIM OR REQUEST FOR RELIEF MAY PROCEED IN A COURT OF COMPETENT JURISDICTION BUT SHALL BE STAYED PENDING ARBITRATION OF ALL REMAINING CLAIMS AND REQUESTS FOR RELIEF.

Your affirmative act of using the Services and/or creating a Formula Account constitutes your electronic signature to this Agreement, which includes our Privacy Policy. This Agreement and any other documents to be delivered in connection with the Services may be electronically signed, and any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired. Further, the invalid, illegal or unenforceable provision shall be replaced by a provision that comes closest to the intention of the parties that underlie the invalid, illegal or unenforceable provision, except to the extent no such provision is valid, legal and enforceable, in which case such invalid, illegal or unenforceable provision shall be limited or eliminated to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effect.

This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the Federal Arbitration Act, applicable federal law, and the laws of the State of California as applied to contracts made and to be performed entirely within California, without giving effect to the state's conflicts of law statute. This Agreement and all documents referenced herein were drafted in the English language and any translations thereof shall not be binding on either party to the extent they conflict with the English versions.

You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to create a Formula Account or use the Services on your own. Those under the age of 13 may not use the Services. If you are between the ages of 13 and 18 or the applicable legal age in your jurisdiction, you can use the Services only under the supervision of your parent or guardian who has agreed to these Terms of Use. By using the Services on behalf of a minor child, you represent and warrant that you are the parent or legal guardian of such child, and that all references in these Terms of Use to "you" shall refer to such child or such other individual on whose behalf you have authorization to enter into these Terms of Use and you in your capacity as the parent or legal guardian of such child or as the authorized party of such individual.

If you do not qualify under these Terms of Use, you may not use the Services. Use of the Services is void where prohibited by applicable law, and the right to access the Services is revoked in such jurisdictions. By using the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use. The Services are administered in the U.S. and intended for U.S. users only; any use outside of the U.S. or use related to activities outside of the U.S. is prohibited and at the user's own risk. Users are responsible for compliance with any local, state or federal laws applicable to their use of the Services.