CAPTION CARE, INC.

TERMS OF USE

Effective Date: May 15, 2025

Welcome to caption-care.com, a website of Caption Care, Inc. (“Caption Care,” “we,” or “us”). This page explains the terms by which you may use our website and Caption Care’s terms of use (collectively the “Site”) . By accessing or using the Site, you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement (“Agreement”) and to the collection and use of your information as set forth in the Caption Care Privacy Policy, whether or not you are a registered user of our Site. Caption Care reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access the Site (“Users”).

Please read this Agreement carefully to ensure that you understand each provision. This Agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. Use of Our Site

A. Eligibility

This is a contract between you and Caption Care. You must read and agree to these terms before using the Site. If you do not agree, you may not use the Site. You may use the Site only if you can form a binding contract with Caption Care, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Site by anyone under 13 is strictly prohibited and in violation of this Agreement. The Site is not available to any Users previously removed from the Site by Caption Care.

B. Access to the Site

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site for your personal, noncommercial use only and as permitted by the features of the Site. Caption Care reserves all rights not expressly granted herein in the Site and the Caption Care Content (as defined below). Caption Care may terminate this license at any time for any reason or no reason.

C. Site Rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to the Caption Care servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Caption Care grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from caption-care.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Site; (vii) collecting or harvesting any personally identifiable information, including account names, from the Site; (viii) using the Site for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Site; (xi) accessing any content on the Site through any technology or means other than those provided or authorized by the Site; or (xii) bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein.

We may, without prior notice, change the Site; stop providing the Site or features of the Site, to you or to Users generally; or create usage limits for the Site. We may permanently or temporarily terminate or suspend your access to the Site without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

You are solely responsible for your interactions with other Caption Care Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Caption Care shall have no liability for your interactions with other Users, or for any User’s action or inaction.

2. Our Proprietary Rights

The Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Caption Care Content”), and all intellectual property rights related thereto, are the exclusive property of Caption Care and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Caption Care Content. Use of the Caption Care Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Caption Care under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Caption Care does not waive any rights to use similar or related ideas previously known to Caption Care, or developed by its employees, or obtained from sources other than you.

3. No Professional Advice

If the Site provides professional information (for example, medical, legal, or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Site. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.  You understand that our services do not constitute treatment or diagnosis of any condition, disease or illness. Our exams do not detect all forms of heart disease and do not result in medical diagnosis or replace regular contact and follow-up with your physician. Our exams are read/reviewed by independent physician practices that may include board certified cardiologists.

4. Privacy, Security, and Location of the Site

We care about the privacy of our Users. You understand that by using the Site you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

Caption Care cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

The Site is controlled and operated from facilities in the United States. Caption Care makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

5. Third-Party Links and Information

The Site may contain links to third-party materials that are not owned or controlled by Caption Care. Caption Care does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party site, product, or service from the Site, you do so at your own risk, and you understand that this Agreement and Caption Care’s Privacy Policy do not apply to your use of such sites, products, and services. You expressly relieve Caption Care from any and all liability arising from your use of any third-party sites, information, materials, products, or services.

6. Indemnity

You agree to defend, indemnify and hold harmless Caption Care and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Site with your unique username, password or other appropriate security code.

7. No Warranty

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SITE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAPTION CARE OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CAPTION CARE, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICES, OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SITE.

CAPTION CARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SITE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR SITE, AND CAPTION CARE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. Limitation of Liability

To the maximum extent not prohibited by law, except in case of gross negligence or willful misconduct, in no event will we and our affiliates, partner providers, employees, officers, directors or agents be liable for any consequential, exemplary, incidental, special or punitive damages, including without limitation those relating to lost profits or the cost of substitute products or services arising out of or in connection with the clinical services or from the use of or inability to use the clinical services, in each case, whether based on contract, warranty, product liability, tort or other legal theory and even if we have been informed of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above exclusion may not apply to you.

To the maximum extent not prohibited by law, except in case of gross negligence or willful misconduct, we and our affiliates, partner providers, employees, officers, directors or agents (i) will not be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of or inability to use the clinical services and (ii) disclaim all express or implied warranties in respect of the clinical services, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and/or non-infringement. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above disclaimer may not apply to you.

9. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

A. Governing Law. You agree that: (i) the Site shall be deemed solely based in New York; and (ii) the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York and the federal laws of the United States of America, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in  State of New Yorkfor any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that The State of New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

B. Arbitration.

AGREEMENT TO ARBITRATE.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. You agree that any dispute, claim or controversy arising out of or relating to the Patient Agreement or the Clinical Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at legal@caption-care.com or by regular mail to 4 W 4^th Ave San Mateo, CA 94402 within thirty (30) days following the date you first accept the Patient Agreement, or if you have not registered for an account, then within thirty (30) days following the date you first use our Clinical Services. Opting out of this Agreement to Arbitrate does not affect the binding nature of any other part of the Patient Agreement, including the provisions regarding controlling law or the courts in which any disputes must be brought.  If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, will be the state and federal courts located in Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in the Patient Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in San Mateo County, California. All other claims will be arbitrated. This “Dispute Resolution” section will survive any termination of the Patient Agreement.

ARBITRATION RULES

The arbitration will be administered by JAMS (“JAMS”) in accordance with the Optional Expedited Arbitration Procedures for JAMS (the “JAMS Rules”) then in effect, except as modified by this “Dispute Resolution” section. JAMS may be contacted at www.jamsadr.com, where the Rules are available. The Federal Arbitration Act will govern the interpretation and enforcement of this “Dispute Resolution” section.

ARBITRATION PROCESS

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. JAMS provides a general form for a Demand for Arbitration. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the JAMS’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the JAMS will appoint the arbitrator in accordance with the JAMS Rules.

ARBITRATION LOCATION AND PROCEDURE

Unless you agree with us otherwise, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to the JAMS Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

ARBITRATOR'S DECISION

The arbitrator will render an award within the time frame specified in the JAMS Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.

FEES

Your responsibility to pay any JAMS filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules.

CHANGES

Notwithstanding anything to the contrary in the Patient Agreement, if we change this “Dispute Resolution” section after the date you accepted the Patient Agreement or access our Clinical Services, you may reject any such change by sending us written notice (including by email to legal@caption-care.com) within thirty (30) days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of the Patient Agreement or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you accepted the Patient Agreement or accessed our Clinical Services.

SEVERABILITY

If this Agreement to Arbitrate is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed.  Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Agreement to Arbitrate, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Disputes on an individual basis pursuant to this Agreement to Arbitrate.  Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction.  All other claims for relief subject to arbitration under this Agreement to Arbitrate will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

C. Class Action/Jury Trial Waiver.  BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.  THE FOREGOING APPLIES TO ALL USERS, REGARDLESS OF WHETHER YOU HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS.  YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S).  ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS.  

10. General

A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Caption Care without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

B. Notification Procedures and Changes to the Agreement. Caption Care may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Caption Care in our sole discretion. Caption Care reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Caption Care is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Caption Care may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Site after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Site.

C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Caption Care in connection with the Site, shall constitute the entire agreement between you and Caption Care concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Caption Care’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

E. California Residents. The provider of services is Caption Care, Inc., 4 W 4^th Ave, Suite 215, San Mateo, CA 94402, email legal@caption-care.com. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

F. The Patient Agreement, including the “Telehealth Services Consent” section, makes up the entire agreement relating to your use of the Clinical Services, and supersedes all prior agreements relating to the subject matter hereof.

G. We may change, suspend, or discontinue any of the Clinical Services at any time. We will try to give you prior notice of any material changes to the Clinical Services. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Clinical Services.

H. The Patient Agreement does not confer any third party beneficiary rights. You may not transfer any of your rights or obligations under this Agreement to anyone else without our consent. Caption Care may assign its rights in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

I. Even after termination, the Patient Agreement will remain in effect such that all terms that by their nature may survive termination will survive such termination.

J. The Patient Agreement is subject to and shall be governed by the laws of the State of Delaware.

K. If you have any questions about the Patient Agreement, please contact legal@caption-care.com