WHOLEYOU MOBILE APP TERMS OF USE AND SUBSCRIPTION AGREEMENT

LAST REVISED: January 7, 2025

These WHOLEYOU MOBILE APP TERMS OF USE AND SUBSCRIPTION AGREEMENT ("Agreement") are a binding agreement between you ("End User" or "you") and Adventist Health System Sunbelt Healthcare Corporation d/b/a AdventHealth ("AdventHealth", “us”, “our” or “we”). This Agreement governs your access to and use of our wellness mobile application WHOLEYOU (including all related documentation, the "App") and wellness and coaching services offered to you through the App (the “Services”). The App is licensed, not sold, to you.

BY DOWNLOADING, INSTALLING OR USING THE APP, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD/ INSTALL/USE THE APP.

THE SERVICES MAY OFFER USERS WELLNES COACHING SERVICES AIMED AT IMPROVING YOUR OVERALL HEALTH. YOU UNDERSTAND AND AGREE THAT ANY INFORMATION YOU LEARN FROM THE SERVICES IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, DESIGNED, OR IMPLIED TO: (I) DIAGNOSE, PREVENT, OR TREAT ANY CONDITION OR DISEASE; (II) TO ASCERTAIN THE STATE OF YOUR HEALTH, TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL CARE; (III) TO BE A SUBSTITUTE FOR THE ADVICE OF A FINANCIAL ADVISOR, CERTIFIED NUTRITIONIST, OR MEDICAL PROFESSIONAL.

  1. Account. If you want to use certain features of the Services, you will have to create an account (“Account”) and create a Membership. You must provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. You agree that you will not disclose your Account password to anyone, and you will notify AdventHealth immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them. To the extent you have a log-in credentials through AdventHealth’s patient portal, and use of such credentials to log into your Account is offered by AdventHealth, you may be able to access your Account through such credentials.

  2. License Grant. Subject to the terms of this Agreement, AdventHealth grants you a limited, non-exclusive, and nontransferable license to download, install, and use the App for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") in accordance with this Agreement.

  3. License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the App, you shall not: (a) copy the App, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, or any features or functionality of the App, to any third party for any reason, including by making the App available on a network where it is capable of being accessed by more than one device at any time; (f) use any robot, spider, or other automatic device, process, or means to access the App for any purpose, including monitoring or copying any of the material on the App; (g) use any manual process to monitor or copy any of the material on the App, or for any other purpose not expressly authorized in this Agreement, without AdventHealth's prior written consent; (h) frame, mirror, or otherwise incorporate the App or any portion of the App as part of any other mobile application, website, or service; (i) use the App in any manner that could disable, overburden, damage, or impair the App or interfere with any other party's use of the App; or (j) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the App.

  4. Acceptable Use. You agree not to do any of the following: (a) impersonate or misrepresent your affiliation with any person or entity; (b) collect or store any personally identifiable information from the App or Services from other users of the App and Services without their express permission; or (c) use the App and Services to transmit, display, perform or otherwise make available any messages, content or materials that are illegal, obscene, threatening, of a “spamming” nature, defamatory, or invasive of privacy.

  5. Reservation of Rights. You acknowledge and agree that the App and Content are provided under license, and not sold, to you. You do not acquire any ownership interest in the App or Content under this Agreement, or any other rights thereto other than to use the App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. AdventHealth and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the App and Content, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the App or Content.

  6. Content. For purposes of this Agreement, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the App. All Content, including Content provided through the App and Services, is the sole responsibility of the party from whom such Content originated. You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (i) upload, post, or otherwise make available any materials that you provide through the App or Services (“Your Content”); (ii) grant the rights, licenses, and permissions granted hereunder with respect to any data, content, information, or feedback, including Your Content; and (iii) access, and permit AdventHealth to access on your behalf, any third party platform that is integrated with the Services. AdventHealth reserves the right to: (a) remove or refuse to post any of Your Content for any reason in its sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for AdventHealth; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; and/or (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

  7. Coaching Services. You acknowledge and agree that in providing the App to you, AdventHealth and its representatives, including any providers of the Services, are not engaged in the provision of medical or clinical services. You understand and agree that you are solely responsible for your participation in any Services, including any decisions you make based on information obtained therefrom. If you need medical attention, always seek the advice of your physician or another qualified healthcare provider. Do not disregard professional medical advice or delay medical treatment because of information received through the Services. Not all activities described on the Services and not all Services are suitable for everyone. You should consult with your physician or otherwise appropriate licensed medical provider before beginning participating in any Services that require any physical movement or exertion to ensure you are medically fit to participate. If you engage in any exercise or exercise program, you agree that you do so at your own risk and agree to release and discharge AdventHealth and those providing the Services from any and all claims or causes of action, known or unknown, arising out of any injury sustained while participating in the Services.

  8. Collection and Use of Your Information. You acknowledge that when you download, install, or use the App, AdventHealth may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the App. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the App or certain of its features or functionality, and the App may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this App is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this App, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

  10. Updates. AdventHealth may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that AdventHealth has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

    1. the App will automatically download and install all available Updates; or

    2. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of this Agreement.

  1. Third-Party Materials. The App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that AdventHealth is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. AdventHealth does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

  2. Fees and Cellular Network Carrier. Use of the App and Services may result in fees charged by your cellular network carrier. You acknowledge that your use of the App from a Mobile Device is subject to any agreements you have with your cellular network carrier and any fees that those agreements dictate. The fees that your cellular network carrier charges you are your sole responsibility

  3. App Fees. Certain App functionalities and accompanying services, including but not limited to the Wellness Coaching services require you to subscribe to a membership for a fee (“Membership”). Membership is nontransferable and non-refundable. You agree that the applicable fees may be charged to your credit card through the applicable application store (e.g. Apple App Store, Google Play, etc. (“Third Party Store”)) through which you download the App. Please be aware that use of Third Party Store may be subject to additional terms and conditions. If you do not agree to such Third Party Store terms and conditions, you should not sign up for a Membership.

  4. Term and Termination.

    1. The term of Agreement commences when you download or install the App and will continue in effect until terminated by you or AdventHealth as set forth in this Agreement.

    2. You may terminate this Agreement by deleting the App and all copies thereof from your Mobile Device.

    3. You are solely responsible for terminating your Membership through the Third Party Store.

    4. AdventHealth may terminate this Agreement at any time without notice if it ceases to support the App, which AdventHealth may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

    5. Upon termination:

      1. all rights granted to you under this Agreement will also terminate; and

      2. you must cease all use of the App and delete all copies of the App from your Mobile Device and account.

    6. Termination will not limit any of AdventHealth's rights or remedies at law or in equity.

  5. Disclaimer of Warranties. THE APP IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ADVENTHEALTH, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ADVENTHEALTH PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

  1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ADVENTHEALTH OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APP OR THE SERVICES FOR:

    1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

    2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APP.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR ADVENTHEALTH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

  1. Indemnification. You agree to indemnify, defend, and hold harmless AdventHealth and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the App or your breach of this Agreement, including but not limited to the content you submit or make available through this App.

  2. Export Regulation. The App may be subject to US export control laws. You shall not, directly or indirectly, export, re-export, or release the App to, or make the App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the App available outside the US.

  3. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

  4. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the App shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located Orange County, Florida. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  5. Disputes. We hope we never have a dispute, but if we do, you and we agree to try for 60 days to resolve it informally. If you have a dispute, send a Notice of Dispute by U.S. Mail to: AdventHealth 900 Hope Way, Altamonte Springs, Florida 32714 Attn: Legal Services.

  6. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  7. Entire Agreement and Additional Terms. This Agreement and our Privacy Policy constitute the entire agreement between you and AdventHealth with respect to the App and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application. If you accessed or downloaded the App from an App store, then you may be subject to additional terms required by the App store provider.

  8. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

  9. Modification of Terms. AdventHealth reserves the right to change, add, modify, or remove portions of this Agreement at any time. Such changes, additions, removals, or modifications will be effective immediately upon posting. You agree to review this Agreement periodically to be aware of such modifications and your continued access or use of the App after any modification will be deemed your acceptance of the modified terms of this Agreement.