MOVE WELL SERVICES AGREEMENT

9/1/2023

This Services Agreement (“Agreement”) governs access to and use of the Move Well platform, website, mobile application, programs, memberships, digital content, and related services (collectively, the “Services”).

Move Well is operated by [MOVE THERAPY AND WELLNESS ON DEMAND 1241, LLC], doing business as Move Well Virtual(“Move Well,” “we,” “us,” or “our”).

By creating an account, purchasing a membership or program, accessing the Services, or selecting “I agree,” you acknowledge that you have read, understood, and agree to this Agreement.

1. Nature and Purpose of Move Well Services

Move Well is a mental health and wellness platform designed to provide accessible tools, education, practices, and resources that support emotional well-being, stress management, behavioral health, coping skills, self-awareness, and mental health self-management.

Depending on the membership, program, or service selected, Move Well may provide access to:

• mental and behavioral health educational programs;
• therapist-developed psychoeducational content;
• programs addressing topics such as anxiety, depression, chronic stress, burnout, grief and loss, relationships, life transitions, motherhood, and emotional well-being;
• guided mindfulness and meditation practices;
• nervous-system regulation and stress-management practices;
• Emotional Freedom Techniques (“EFT”) and other self-regulation exercises;
• journaling and self-reflection exercises;
• emotional check-ins and self-monitoring tools;
• yoga, movement, breathwork, and body-based wellness practices;
• courses, workshops, and educational resources;
• practical coping and emotional wellness tools; and
• other mental health and wellness resources offered from time to time.

Move Well Services are intended to help individuals develop skills and practices that may support mental and emotional health.

Certain Move Well resources may be created, reviewed, taught, or informed by licensed mental health professionals or other qualified professionals. However, unless a particular Service is expressly identified as a clinical service, general use of Move Well does not constitute individualized psychotherapy, diagnosis, or medical treatment.

2. Move Well Is Not a Substitute for Individualized Healthcare

General use of the Move Well platform does not, by itself, constitute psychotherapy, psychiatric care, medical care, diagnosis, or individualized mental health treatment.

Unless a particular service is expressly identified as a clinical service delivered by an appropriately licensed healthcare professional, the Move Well Services:

• do not establish a therapist-client, psychologist-patient, physician-patient, or other healthcare provider-patient relationship;
• do not provide a mental health or medical diagnosis;
• are not a substitute for individualized assessment or treatment by an appropriately licensed healthcare professional; and
• should not be relied upon as the sole treatment for a medical or mental health condition.

Users should seek individualized professional care when appropriate for their circumstances.

3. Separate Healthcare Providers and Clinical Services

Move Well is a separate business entity from any psychotherapy practice, healthcare practice, clinician, physician, therapist, or other healthcare provider from whom a user may separately receive professional services.

Some Move Well users may independently receive psychotherapy, counseling, psychiatric care, medical care, or other professional healthcare services from separate healthcare providers.

A user's purchase or use of Move Well Services:

• does not establish a clinical relationship with any separate healthcare provider;
• does not enroll the user in psychotherapy, counseling, or other clinical treatment;
• does not make Move Well responsible for treatment or professional services provided by a separate healthcare provider; and
• does not make any separate healthcare provider responsible for Move Well's Services.

Any psychotherapy, counseling, diagnosis, treatment, or other clinical service received from a licensed healthcare professional is governed by that provider's own informed consent, privacy practices, financial policies, treatment policies, and other applicable agreements.

4. Recommendations by Healthcare Professionals

A licensed healthcare professional may independently recommend that a patient or client use certain Move Well resources as a supplemental educational, self-management, stress-management, or behavioral health tool.

Such a recommendation does not:

• make Move Well part of that provider's clinical practice;
• convert general Move Well Services into psychotherapy or individualized medical treatment;
• create a therapist-client or other healthcare provider-patient relationship between the user and Move Well; or
• create responsibility on the part of Move Well for clinical decisions made by the recommending provider.

Move Well does not direct or control the independent professional judgment of any licensed healthcare provider.

5. No Agency, Partnership, or Professional Relationship

Nothing in this Agreement, a healthcare provider's recommendation of Move Well, or a user's simultaneous use of Move Well and services from a separate healthcare provider creates a partnership, joint venture, agency, employment relationship, professional association, or other legal relationship between Move Well and that healthcare provider unless expressly established in a separate written agreement.

Each separate healthcare provider is independently responsible for the professional services they provide, including:

• clinical assessment;
• diagnosis;
• treatment planning;
• professional judgment;
• documentation;
• recordkeeping;
• billing;
• prescribing, where applicable; and
• compliance with professional and regulatory obligations.

Move Well is not responsible for the acts, omissions, clinical decisions, professional services, or treatment provided by an independent healthcare professional.

6. Clinical Information and Communications

Unless expressly stated otherwise, information entered into the Move Well platform is not automatically transmitted to, reviewed by, or incorporated into the clinical records of any separate healthcare provider.

Journal entries, check-ins, reflections, course responses, and similar activities are not a substitute for direct communication with a treating healthcare provider.

Users should communicate directly with their healthcare provider regarding:

• changes in symptoms;
• medication concerns;
• treatment decisions;
• safety concerns;
• significant changes in mental or physical health; and
• other matters requiring individualized professional attention.

Move Well platform activity should not be used to communicate urgent clinical information.

7. HSA and FSA Payments

Move Well may permit customers to submit payment using a Health Savings Account (“HSA”) or Flexible Spending Account (“FSA”) card for services for which such payment functionality is available.

Certain mental health and healthcare expenses may qualify for payment or reimbursement through an HSA or FSA when the expense satisfies applicable federal tax rules and the requirements of the individual's benefit plan.

Some Move Well Services may be used in connection with the treatment, mitigation, or management of a diagnosed mental or behavioral health condition, including when recommended by an individual's licensed healthcare professional.

However, acceptance of an HSA or FSA card by Move Well does not constitute a representation, warranty, or guarantee that every Move Well membership, program, service, or purchase constitutes a qualified medical expense.

Eligibility may depend on factors including:

• the particular Service purchased;
• the reason for which the Service is being used;
• whether the expense relates to treatment, mitigation, or management of a diagnosed medical or mental health condition;
• whether the Service was recommended by a healthcare professional;
• the requirements of the customer's specific HSA or FSA plan;
• applicable federal tax rules;
• requirements imposed by the plan administrator or card issuer; and
• whether additional documentation is required.

The customer is responsible for determining whether a particular purchase is eligible for payment or reimbursement through the customer's HSA or FSA.

Move Well does not provide tax advice and does not make final eligibility determinations on behalf of HSA or FSA administrators, plan sponsors, or card issuers.

8. HSA/FSA Documentation

When reasonably available and appropriate, Move Well may provide customers with receipts or other documentation describing purchased Services.

A customer may also be required by an HSA or FSA administrator to provide additional documentation, including documentation from a licensed healthcare professional establishing medical necessity.

A healthcare provider may independently determine whether a particular Move Well Service is relevant to an individual's treatment or management of a health condition.

Move Well does not guarantee that documentation provided by Move Well or by a healthcare provider will result in approval, payment, or reimbursement by an HSA or FSA administrator.

Customers are responsible for retaining documentation required by their respective plans.

9. Payment Authorization

By purchasing a Move Well membership, program, or other paid Service, you authorize Move Well and its payment processors to charge the payment method you provide for the amounts disclosed to you at checkout.

You represent that you are authorized to use the payment method submitted.

Payment processing may be provided by third-party payment processors, including Stripe or other providers.

10. Recurring Memberships and Automatic Renewal

If you purchase a recurring Move Well membership, you authorize Move Well to automatically charge the applicable membership fee at the billing interval disclosed at checkout until you cancel the membership.

The applicable price, billing interval, and renewal terms will be presented at or before purchase.

Unless otherwise stated at checkout, memberships automatically renew at the end of each billing period.

You may cancel your membership in accordance with the cancellation instructions available through your account or by contacting Move Well at connect@movewellvirtual.com.

Cancellation will stop future renewal charges but will not ordinarily result in a refund of charges already incurred unless required by law or otherwise stated in the applicable refund policy.

The use of an HSA or FSA payment method does not alter the applicable recurring billing, cancellation, or refund terms.

11. Refunds

Refund eligibility is governed by the refund policy disclosed at the time of purchase and applicable law.

Unless otherwise stated, fees for Services already accessed, consumed, or delivered may be nonrefundable.

Any refund to an HSA or FSA card must be processed in accordance with applicable payment-processing and benefits-account requirements.

12. No Guarantee of Outcome

Mental health and wellness experiences vary between individuals.

Move Well does not promise or guarantee that participation in any program, exercise, meditation, course, movement practice, or other Service will:

• eliminate symptoms;
• prevent or cure a medical or mental health condition;
• replace psychotherapy or other healthcare;
• produce a particular psychological or physical outcome; or
• be appropriate for every individual.

Users remain responsible for determining, together with their healthcare professionals when appropriate, whether particular Services are suitable for their needs.

13. Physical Activity, Yoga, Movement, Breathwork, and Somatic Practices

Some Services may involve yoga, exercise, stretching, breathwork, meditation, body-awareness exercises, or other physical or somatic activities.

Participation is voluntary.

You understand that physical activity involves inherent risks, which may include discomfort or injury.

You agree to participate within your personal abilities and limitations and to stop any activity that causes concerning pain, dizziness, shortness of breath, distress, or other adverse symptoms.

Users with medical conditions, injuries, pregnancy-related considerations, or other concerns should consult an appropriate healthcare professional regarding participation.

14. Mental Health and Emotional Content

Some Move Well programs address emotionally sensitive subjects, including anxiety, depression, grief, trauma-related experiences, relationships, intimacy, stress, burnout, and major life transitions.

Exercises may prompt emotional responses or difficult memories.

Users may discontinue an exercise or program at any time and seek individualized professional support when needed.

15. Not an Emergency or Crisis Service

Move Well is not an emergency response, crisis intervention, or suicide-prevention service.

The platform is not continuously monitored by healthcare professionals and should not be used to request immediate medical or mental health assistance.

If you believe you are experiencing a medical or mental health emergency, seek immediate assistance through appropriate local emergency or crisis services.

16. User Accounts

You are responsible for maintaining the confidentiality of your username, password, and other account credentials.

Unless expressly permitted by Move Well:

• memberships are for individual use;
• accounts may not be shared;
• login credentials may not be distributed; and
• Services may not be accessed for the benefit of multiple unrelated individuals through a single account.

You are responsible for activity occurring through your account.

17. Personal Information and Privacy

Move Well's collection, use, storage, and disclosure of personal information are also governed by the Move Well Privacy Policy, available at https://joinmovewellvirtual.com/privacy-policy

Users should review the Privacy Policy to understand how information submitted through the platform is handled.

Information submitted directly through Move Well may be subject to privacy rules that differ from those applicable to records maintained by a licensed healthcare provider.

Nothing in this Agreement should be interpreted as representing that all information submitted through every Move Well feature constitutes a HIPAA-protected clinical record.

Where HIPAA or another healthcare privacy law applies to particular information or Services, Move Well will handle such information as required by applicable law.

18. Intellectual Property

The Move Well platform and its content, including videos, recordings, courses, exercises, worksheets, written materials, graphics, audio recordings, meditations, methods, branding, trademarks, and other materials, are owned by or licensed to Move Well and are protected by applicable intellectual property laws.

Move Well grants you a limited, non-exclusive, non-transferable, revocable license to access purchased Services for your personal, noncommercial use.

You may not, without prior written authorization:

• reproduce or redistribute Move Well content;
• share paid content or account access with others;
• record or republish courses or videos;
• sell, license, sublicense, or commercially exploit Move Well materials;
• use Move Well content to create competing programs or products; or
• remove copyright, trademark, or ownership notices.

19. Third-Party Services and Content

Move Well may provide links to, integrations with, or content hosted by third parties.

Third-party services are governed by their own terms and privacy practices.

Move Well is not responsible for third-party websites, applications, healthcare providers, payment processors, streaming platforms, or other services outside Move Well's control.

20. Availability and Modification of Services

Move Well may periodically add, remove, update, or modify platform features, content, instructors, courses, programs, or functionality.

We do not guarantee that a particular course, provider, feature, or item of content will remain available indefinitely.

We may temporarily suspend access for maintenance, security, technical, legal, or operational reasons.

21. Appropriate Use

You agree not to:

• misuse the Services;
• interfere with the security or operation of the platform;
• attempt unauthorized access to accounts or systems;
• upload malicious software;
• infringe the rights of Move Well or others;
• use the Services for unlawful purposes; or
• use platform content in violation of this Agreement.

Move Well may suspend or terminate access for material violations of this Agreement.

22. Disclaimer of Warranties

To the extent permitted by applicable law, the Services are provided on an “as available” basis.

Move Well does not warrant that the Services will be uninterrupted, error-free, or appropriate for every person's medical, psychological, physical, or personal circumstances.

Nothing in this section limits rights that cannot lawfully be waived.

23. Limitation of Liability

To the maximum extent permitted by applicable law, Move Well and its owners, employees, contractors, instructors, content contributors, and representatives will not be liable for indirect, incidental, special, consequential, or punitive damages arising from use of the Services.

Move Well is not responsible for treatment, professional advice, clinical decisions, or other healthcare services separately provided by independent healthcare professionals.

Nothing in this Agreement excludes or limits liability where such exclusion or limitation is prohibited by law.

24. Changes to This Agreement

Move Well may update this Agreement from time to time to reflect changes in the Services, law, technology, payment requirements, or business practices.

When required by law, we will provide appropriate notice of material changes.

Continued use of the Services after an updated Agreement becomes effective constitutes acceptance to the extent permitted by law.

25. Governing Law

This Agreement will be governed by the laws of the State of Illinois, without regard to conflict-of-law principles, except where applicable consumer law requires otherwise.

Any dispute-resolution or venue provisions applicable to the Services will be interpreted subject to applicable federal and state law.

26. Entire Agreement

This Agreement, together with the Move Well Privacy Policy, applicable checkout terms, refund policy, and any additional terms specifically applicable to a purchased program, constitutes the agreement between you and Move Well regarding use of the Services.

Any psychotherapy, medical care, counseling, or other clinical services a user separately receives from a healthcare provider are governed by separate agreements between the user and that provider and are not governed by this Move Well Services Agreement.

27. Contact Information

Questions about this Agreement or Move Well Services may be directed to:

Move Well
Move Therapy and Wellness On Demand, 1241 LLC
3808 N Ashland
Chicago, IL 60613
Email: connect@movewellvirtual.com
Website: joinmovewellvirtual.com

CUSTOMER ACKNOWLEDGMENT

By selecting “I agree,” creating an account, or purchasing or using a Move Well Service, I acknowledge that:

1. I have read and agree to the Move Well Services Agreement.
2. I understand that general Move Well Services are separate from individualized psychotherapy, medical treatment, and other clinical healthcare services.
3. If I separately receive psychotherapy or other clinical services from a healthcare provider, I understand that those services are governed by separate agreements and are not provided under this Move Well Services Agreement.
4. I understand that a healthcare professional's recommendation that I use Move Well does not create a therapist-client or other healthcare provider-patient relationship with Move Well.
5. I understand that Move Well does not guarantee HSA or FSA eligibility or reimbursement for any particular purchase.
6. If I use an HSA or FSA payment method, I am responsible for determining whether the expense is eligible under my plan and for maintaining any required documentation.
7. If I purchase a recurring membership, I authorize recurring charges according to the billing terms presented at checkout.