CAREWELL CARE COORDINATION PROGRAM TERMS AND CONDITIONS

Carewell Family Services LLC d/b/a Carewell Health

Last Revised: July 17, 2026

IMPORTANT NOTICES

THESE CARE COORDINATION PROGRAM TERMS AND CONDITIONS ("CARE COORDINATION TERMS" OR "AGREEMENT") GOVERN YOUR ACCESS TO AND USE OF THE CAREWELL HEALTH WEBSITE AND ALL CARE COORDINATION, INTAKE SUPPORT, SCHEDULING, AND RELATED ADMINISTRATIVE SERVICES PROVIDED BY CAREWELL FAMILY SERVICES LLC D/B/A CAREWELL HEALTH ("CAREWELL HEALTH," "WE," "US," OR "OUR").

BY ACCESSING THE CAREWELL HEALTH WEBSITE, ENROLLING IN, OR USING ANY CAREWELL HEALTH SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE CARE COORDINATION TERMS AND THE CAREWELL FAMILY SERVICES PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT ACCESS THE WEBSITE OR ENROLL IN OR USE CAREWELL HEALTH SERVICES.

SECTION 15 OF THESE CARE COORDINATION TERMS CONTAINS A DISPUTE RESOLUTION AND ARBITRATION AGREEMENT. PLEASE READ IT CAREFULLY BEFORE AGREEING TO THESE TERMS.

SECTIONS 8.7 THROUGH 8.10 OF THESE CARE COORDINATION TERMS CONTAIN IMPORTANT PROVISIONS REGARDING DOCUMENT SUBMISSION AUTHORIZATION, TRANSMISSION SECURITY RISKS, YOUR RESPONSIBILITIES FOR ELECTRONIC COMMUNICATIONS, AND POINT-OF-UPLOAD NOTICES. SECTION 13.5 LIMITS CAREWELL HEALTH’S LIABILITY FOR UNAUTHORIZED ACCESS OR LOSS OF INFORMATION ATTRIBUTABLE TO YOUR CHOSEN TRANSMISSION METHOD OR FAILURE TO FOLLOW REQUIRED SECURITY PRACTICES. PLEASE READ THESE SECTIONS CAREFULLY BEFORE SUBMITTING ANY DOCUMENTS OR PERSONAL INFORMATION THROUGH ELECTRONIC CHANNELS.

1. PARTIES AND SCOPE

1.1. Contracting Entity. These Care Coordination Terms are entered into between you and Carewell Family Services LLC d/b/a Carewell Health, a Florida limited liability company ("Carewell Health").

1.2. Scope of These Care Coordination Terms. These Care Coordination Terms govern your access to and use of the Carewell Health website located at www.carewell.com (and any subdomains or successor URLs) (the "Website") and the following services provided or facilitated by Carewell Health (collectively, the "Care Coordination Services"):

(a) care coordination and navigation services, including assistance identifying, connecting with, and scheduling appointments with licensed healthcare providers and provider organizations;

(b) intake support and administrative assistance related to healthcare services;

(c) administrative scheduling and coordination support for healthcare services delivered by independently licensed healthcare providers or provider organizations ("Providers");

(d) communications support, scheduling, and related administrative activities associated with healthcare interactions;

(e) insurance eligibility inquiry facilitation and benefits navigation support; and

(f) any other non-clinical administrative services offered by Carewell Health in support of care coordination.

1.3. Eligibility. You must be at least 18 years of age to enroll in or use Care Coordination Services. By accessing Care Coordination Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into this Agreement. If you are accessing Care Coordination Services on behalf of a minor or an individual who lacks legal capacity, you represent that you have the legal authority to act on their behalf and you accept these Care Coordination Terms on their behalf.

2. DEFINITIONS

As used in these Care Coordination Terms, the following terms have the meanings set forth below:

"Business Associate Agreement" or "BAA" means a written agreement, compliant with 45 C.F.R. §§ 164.504(e) and 164.314(a), entered into between Carewell Health and a Covered Entity, governing Carewell Health's access to, use of, and disclosure of PHI in connection with its Care Coordination Services.

"Care Coordination Services" means the non-clinical administrative and navigational services described in Section 1.2.

"Covered Entity" has the meaning assigned to it under HIPAA and includes Providers and other healthcare entities on whose behalf Carewell Health may receive or access PHI in connection with Care Coordination Services.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH), and all regulations promulgated thereunder, including 45 C.F.R. Parts 160 and 164.

“Member Information" means personally identifiable information you share with Carewell Health in connection with Care Coordination Services, such as your name, contact details, date of birth, insurance information, health conditions, medications, appointment preferences, Provider selections, and other information necessary for administrative care coordination. To the extent Member Information constitutes Protected Health Information under HIPAA, it is subject to the additional protections set forth in Sections 4 and 10.

"PHI" or "Protected Health Information" has the meaning assigned to it under HIPAA, including electronic PHI ("ePHI"). PHI includes Member Information to the extent it constitutes individually identifiable health information collected or maintained in connection with Care Coordination Services.

"PII" or "Personal Information" means any information that identifies or could reasonably be used to identify you as an individual, including Member Information collected for administrative care coordination purposes.

"Provider" means an independently licensed physician, nurse practitioner, physician assistant, therapist, or other licensed healthcare professional, or a licensed provider organization, who delivers clinical services to you. Providers are not employees or agents of Carewell Health.

3. NATURE OF CARE COORDINATION SERVICES; NO CLINICAL SERVICES

3.1. Non-Clinical Role of Carewell Health. Carewell Health provides Care Coordination Services only. Carewell Health does not:

(a) provide medical care, medical advice, diagnosis, prognosis, or treatment recommendations;

(b) evaluate or determine the necessity of medical care;

(c) prescribe, dispense, or recommend medications or controlled substances; or

(d) establish a physician-patient or other clinical treatment relationship.

3.2. Clinical Services by Independent Providers. All clinical services are provided exclusively by Providers who are independently licensed under applicable state law. Providers exercise independent professional judgment and are solely responsible for the clinical care they provide. No clinical relationship exists between you and Carewell Health. Any treatment relationship exists solely between you and the applicable Provider.

3.3. No Guarantees. Carewell Health does not guarantee Provider availability, appointment timelines, or insurance coverage determinations. All clinical outcomes, treatment results, billing, coding, reimbursement, and eligibility determinations are solely the responsibility of the applicable Provider.

3.4. Emergency Situations. IF YOU BELIEVE YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 9-1-1 IMMEDIATELY OR SEEK EMERGENCY MEDICAL ATTENTION. DO NOT USE CARE COORDINATION SERVICES TO SEEK EMERGENCY CARE. Carewell Health does not provide emergency medical services.

3.5. Informed Consent. Enrollment in Care Coordination Services does not constitute informed consent to any clinical examination, treatment, procedure, or intervention. All clinical services require separate informed consent between you and the applicable Provider in accordance with applicable state law. Carewell Health is not responsible for obtaining informed consent on behalf of any Provider. You are solely responsible for reviewing and signing any consent forms required by your Provider before receiving clinical care.

4. PERSONAL INFORMATION: COLLECTION, USE, AND DISCLOSURE

4.1. Privacy Policies. The collection, use, and disclosure of your Personal Information in connection with Care Coordination Services is governed by the Carewell Family Services Privacy Policy and, to the extent your Member Information constitutes PHI, by HIPAA. The Carewell Family Services Privacy Policy is incorporated into these Care Coordination Terms by reference and includes disclosures regarding the use of cookies, web beacons, analytics tools, and other tracking technologies on the Website. A current copy is available at www.carewell.com/health-privacy.

4.2. Security and Separation of Data. Personal Information collected through Care Coordination Services is maintained in accordance with applicable security requirements and is not shared for marketing purposes except as permitted by applicable law.

4.3. Permitted Uses and Disclosures of Personal Information. Carewell Health collects and uses your Personal Information solely to:

(a) provide, coordinate, and improve Care Coordination Services, including scheduling, intake, and administrative communications with Providers;

(b) support administrative intake and benefits navigation inquiries, as requested by you;

(c) comply with applicable legal and regulatory requirements;

(d) fulfill such other purposes as described in the Privacy Policy or for which you have provided valid consent;

(e) to the extent Member Information constitutes PHI carry out Carewell Health's obligations under HIPAA, whether as a business associate pursuant to an applicable Business Associate Agreement or as a covered entity, including activities related to treatment, payment, and healthcare operations.

4.4. HIPAA Compliance; Point-of-Collection PHI Protections. Carewell Health acknowledges that it serves as the patient's first point of contact and that patient demographic, clinical, and insurance information collected during initial intake constitutes PHI from the moment of collection. Full HIPAA Privacy Rule protections — including restrictions on use and disclosure, the minimum necessary standard, and applicable safeguards — attach immediately upon intake and do not depend on the information being entered into a medical record system or acted upon by a Provider. Carewell Health’s primary role under HIPAA is that of a business associate. To the extent Carewell Health receives, creates, maintains, or transmits PHI in connection with Care Coordination Services on behalf of a Covered Entity, Carewell Health will comply with the obligations applicable to a business associate under HIPAA and will enter into a Business Associate Agreement with each Covered Entity where required by applicable law.

4.5. Security Safeguards. Carewell Health implements reasonable administrative, technical, and physical safeguards designed to protect your Personal Information against unauthorized access, use, or disclosure. To the extent Carewell Health maintains ePHI, such safeguards are designed to comply with the HIPAA Security Rule (45 C.F.R. Part 164, Subparts A and C). Notwithstanding the foregoing, no security system is impenetrable, and Carewell Health cannot guarantee absolute security of your Personal Information. In the event of a breach of unsecured PHI, Carewell Health will provide notification in accordance with the HIPAA Breach Notification Rule (45 C.F.R. Part 164, Subpart D) and applicable state data breach notification laws.

4.6. Your Privacy Rights. Where Carewell Health acts as a business associate, your HIPAA rights — including rights to access, amend, restrict, and receive an accounting of disclosures of your PHI — are governed by the applicable Covered Entity's policies and the terms of the applicable Business Associate Agreement. You may also have additional rights under applicable state law regarding your Personal Information. To exercise your privacy rights with respect to information held by Carewell Health, contact: privacy@health.carewell.com. For rights relating to clinical records maintained by your Provider, please contact your Provider directly.

4.7. Minors’ Health Information. Where Care Coordination Services are accessed on behalf of a minor, Carewell Health will comply with applicable state laws governing the confidentiality of minors’ health information, including age-of-consent requirements for mental health, reproductive health, and substance use disorder treatment. Where state law permits a minor to consent independently to certain categories of treatment, Carewell Health will not disclose Member Information related to such treatment to the minor’s parent, guardian, or authorized representative without the minor’s consent except as required by law.

5. INDEPENDENT PROVIDER RELATIONSHIPS

5.1. Provider Independence. Providers are independent licensed healthcare professionals or provider organizations and are not employees, agents, or representatives of Carewell Health. Carewell Health does not direct, supervise, or control the clinical judgment or professional decisions of any Provider.

5.2. Provider Credentials. Carewell Health may, as an administrative matter, facilitate the sharing of information about Provider credentials. However, Carewell Health does not represent, warrant, or guarantee the credentials, qualifications, competence, or clinical outcomes of any Provider. You are responsible for conducting your own due diligence regarding the credentials and suitability of any Provider.

5.3. No Employment or Agency. Nothing in these Care Coordination Terms creates an employment, partnership, joint venture, or agency relationship between Carewell Health and any Provider.

5.4. Third-Party Vendors and Links. Carewell Health may engage payment processors, technology vendors, communication vendors, and other third-party service providers in connection with Care Coordination Services. The Website may contain links to third-party websites or resources. Carewell Health does not control, endorse, or assume responsibility for the content, privacy policies, or practices of any third-party website. Your access to and use of third-party websites is at your own risk. Carewell Health is not responsible for the independent acts, omissions, products, or services of such third parties except as required by law.

5.5. Accessibility and Non-Discrimination. Carewell Health is committed to providing Care Coordination Services and the Website in a manner that is accessible to individuals with disabilities, in compliance with the Americans with Disabilities Act (ADA) (42 U.S.C. §§ 12101 et seq.), Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), and Section 1557 of the Affordable Care Act (42 U.S.C. § 18116). Carewell Health uses commercially reasonable efforts to conform the Website to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. Carewell Health will provide reasonable accommodations for individuals with disabilities, including communication aids, alternative formats, and language access services, upon request. Carewell Health does not discriminate on the basis of race, color, national origin, sex, age, disability, religion, gender identity, or sexual orientation in the administration of Care Coordination Services. To request an accommodation or report a Website accessibility barrier, contact: support@health.carewell.com.

6. CARE COORDINATION ACCOUNTS AND ENROLLMENT

6.1. Enrollment. Access to Care Coordination Services may require enrollment in a Carewell Health program. You represent and warrant that all information you provide during enrollment is truthful, accurate, and current. You agree to update your information promptly if it changes, including contact information used for scheduling and care coordination communications.

6.2. Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Carewell Health immediately of any unauthorized use of your account at: support@health.carewell.com.

6.3. Termination of Enrollment. Subject to Section 16, Carewell Health reserves the right to suspend or terminate your enrollment in Care Coordination Services at any time, including if: (a) you provide false or inaccurate information; (b) you materially breach these Care Coordination Terms; (c) termination is required by applicable law or regulation; or (d) Carewell Health discontinues a program. You may terminate your enrollment at any time by contacting support@health.carewell.com.

6.4 Data Retention and Destruction. Carewell Health will retain your Member Information, Personal Information, and PHI only for so long as reasonably necessary to fulfill the purposes described in these Care Coordination Terms or as required by applicable law, HIPAA, or an applicable Business Associate Agreement. Upon the expiration of the applicable retention period or upon termination of these Care Coordination Terms (whichever is later), Carewell Health will securely destroy or de-identify your information using methods designed to render it unreadable and unrecoverable, consistent with the HIPAA Security Rule and applicable NIST guidelines. Where Carewell Health acts as a business associate, it will return or destroy PHI in accordance with the applicable Business Associate Agreement and 45 C.F.R. § 164.504(e)(2)(ii)(J). You may submit a written request for deletion of your Personal Information to the extent permitted by applicable law by contacting: privacy@health.carewell.com. Carewell Health will respond to deletion requests within thirty (30) days.

7. PAYMENT FOR CARE COORDINATION SERVICES

7.1. Fees. Applicable fees for Care Coordination Services, if any, will be disclosed to you prior to enrollment or at the time services are scheduled. Carewell Health does not bill insurance carriers, Medicare, Medicaid, or any third-party payor for Care Coordination Services. All billing and coding for clinical services is the sole responsibility of the applicable Provider. Billing terms specific to each Care Coordination program will be presented to you at the point of enrollment or service.

7.2. Insurance and Billing Responsibility. Carewell Health does not bill, code, or submit claims to any insurance carrier, Medicare, Medicaid, or other third-party payor. All billing, coding, claims submission, prior authorization, and reimbursement activities are the sole responsibility of the applicable Provider. Any information regarding insurance coverage or benefits provided through Care Coordination Services is general in nature and is not a guarantee of coverage, eligibility, or payment. Responsibility for verifying coverage and obtaining prior authorization rests with you and your applicable Provider.

7.3. Anti-Kickback and Fraud and Abuse Compliance. Carewell Health is committed to compliance with applicable federal and state fraud and abuse laws, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Physician Self-Referral (Stark) Law (42 U.S.C. § 1395nn), the False Claims Act (31 U.S.C. §§ 3729–3733), and applicable state equivalents. No remuneration is offered or accepted in connection with referrals to or from Providers in violation of applicable law.

8. CARE COORDINATION COMMUNICATIONS AND CONSENT

8.1. Care Coordination Communications. By enrolling in Care Coordination Services and providing your contact information, you consent to receive administrative communications from Carewell Health by email, telephone, voicemail, and text message regarding scheduling, care coordination, appointment reminders, intake follow-up, and other administrative matters related to Care Coordination Services ("Care Coordination Communications"). Care Coordination Communications are not marketing or promotional messages and are transmitted in connection with administrative care coordination operations.

8.2. Marketing Communications. Consent to Care Coordination Communications does not constitute consent to receive marketing or promotional messages from Carewell Health. Separate opt-in consent is required for marketing text messages.

8.3. Opt-Out. You may opt out of marketing communications from Carewell Health at any time. Opting out of marketing communications does not affect your receipt of Care Coordination Communications necessary to administer your Care Coordination Services. You may also withdraw consent to receive Care Coordination Communications through a particular communication method, including text messaging, without terminating your enrollment. In that event, Carewell Health may communicate with you through another available method. If you request that Carewell Health cease all Care Coordination Communications through every available communication method, Carewell Health may be unable to continue providing Care Coordination Services, and your enrollment may need to be terminated in accordance with Section 6.3.

8.4. Message and Data Rates. Standard message and data rates may apply to text communications. Message frequency varies based on your care coordination activities.

8.5. Florida and Other State-Specific Disclosure Requirements. Where required by state law (including Florida’s applicable healthcare privacy and patient rights statutes), Carewell Health will provide additional disclosures, obtain required consents, and comply with applicable notification and recordkeeping requirements.

8.6. Telehealth and Multi-State Coordination Disclosure. Care Coordination Services may involve connecting you with Providers who deliver clinical services via telehealth or telemedicine. Telehealth services are subject to the laws and regulations of both the state in which you are physically located at the time of service and the state in which the Provider is licensed. Carewell Health does not verify or guarantee that a Provider is licensed to practice in your state of residence or physical location. You are responsible for confirming that your Provider is appropriately licensed to deliver telehealth services in the state where you will receive care. Telehealth availability, scope of practice, prescribing authority, and reimbursement vary by state and are subject to change. Carewell Health is not responsible for any limitations on clinical services resulting from state telehealth laws or cross-state licensing restrictions.

8.7. Document Submission Authorization. In connection with your enrollment in and use of Care Coordination Services, you may submit, and Carewell Health is authorized to receive and process, documents and records related to your care coordination, including insurance cards, identification documents, referral letters, clinical records, prior authorization materials, intake questionnaires, and other documentation relevant to enrollment, care coordination, scheduling, benefits navigation, or administrative support (collectively, “Member-Submitted Documents”). Member-Submitted Documents may be submitted through any channel made available by Carewell Health, including the Carewell Health portal, email, facsimile, text message, or such other electronic or physical submission methods as Carewell Health may designate from time to time. You authorize Carewell Health to receive, review, store, and process Member-Submitted Documents — whether solicited by Carewell Health or submitted at your own initiative — for the following purposes:

(a) enrollment processing and eligibility verification;

(b) care coordination, scheduling, and intake support;

(c) administrative communications with Providers on your behalf;

(d) insurance and benefits navigation;

(e) compliance with applicable legal and regulatory requirements; and

(f) any other purpose described in these Care Coordination Terms or the Carewell Family Services Privacy Policy.

To the extent Member-Submitted Documents contain Protected Health Information, such information will be handled in accordance with Section 4 and applicable HIPAA requirements. Carewell Health is not obligated to act upon unsolicited documents that are incomplete, illegible, or unrelated to Care Coordination Services, but may retain such documents in accordance with Section 4.

8.8. Transmission Security Acknowledgment. You acknowledge that electronic communications and document transmissions — including email, text message, facsimile, and submissions from personal devices — involve inherent security risks. Specifically, you acknowledge and agree that:

(a) email, text message, and facsimile transmissions are not encrypted end-to-end by default and may be intercepted, misdirected, or accessed by unauthorized third parties during transmission or while stored on intermediate servers or devices;

(b) personal devices (including smartphones, tablets, and personal computers) used to submit Member-Submitted Documents or communicate with Carewell Health may not employ the same security safeguards as Carewell Health’s systems, and information stored on or transmitted from such devices may be vulnerable to unauthorized access, malware, device loss, or theft;

(c) Carewell Health implements reasonable administrative, technical, and physical safeguards within its own systems in accordance with Section 4.5, but cannot guarantee the security of information while in transit over networks or systems outside Carewell Health’s control;

(d) despite Carewell Health’s safeguards, no method of electronic transmission or storage is completely secure, and Carewell Health cannot ensure absolute confidentiality of information transmitted to or from Carewell Health by electronic means; and

(e) by choosing to submit Member-Submitted Documents or communicate with Carewell Health via email, text message, facsimile, or personal device, you assume the risks associated with the transmission method you select, including the risk of unauthorized interception, access, or disclosure during transmission.

Nothing in this Section 8.8 limits Carewell Health’s obligations under HIPAA, the Carewell Family Services Privacy Policy, or applicable state data privacy and security laws with respect to information within Carewell Health’s custody or control.

8.9. Member Responsibilities for Electronic Communications. When submitting Member-Submitted Documents or communicating with Carewell Health via electronic channels, you agree to:

(a) verify the accuracy of recipient email addresses, phone numbers, or other contact information before transmitting any documents or information containing Personal Information or Protected Health Information;

(b) use the Carewell Health portal or other secure submission methods designated by Carewell Health when available, rather than unencrypted email or text message, particularly for documents containing sensitive health information;

(c) limit the Personal Information and Protected Health Information included in any electronic transmission to the minimum necessary for the stated care coordination purpose;

(d) take reasonable steps to secure the personal devices from which you submit Member-Submitted Documents, including using current operating systems, password or biometric protections, and up-to-date security software;

(e) not transmit information through public or unsecured Wi-Fi networks when submitting documents containing Protected Health Information, unless using an encrypted connection; and

(f) promptly notify Carewell Health at support@health.carewell.com if you believe any transmission was misdirected, intercepted, or otherwise compromised.

Failure to comply with the responsibilities in this Section 8.9 may affect Carewell Health’s ability to process your submissions and may be considered in any determination of liability under Section 13.5.

8.10. Point-of-Upload Notice and Dual Placement. Certain acknowledgments, consents, and disclosures set forth in Sections 8.7, 8.8, and 8.9 may also be presented to you at the point of document upload, submission, or electronic communication through the Carewell Health portal or other designated submission channels (“Point-of-Upload Notices”). Point-of-Upload Notices are intended to reinforce the terms of this Agreement at the time of each submission and do not create separate or additional contractual obligations beyond those contained in these Care Coordination Terms. In the event of any conflict between a Point-of-Upload Notice and these Care Coordination Terms, the provisions of these Care Coordination Terms shall control. Your continued submission of Member-Submitted Documents or use of electronic communication channels following the display of a Point-of-Upload Notice constitutes your acknowledgment and acceptance of the terms presented therein.

9. REGULATORY COMPLIANCE

9.1. HIPAA and Data Privacy Compliance. To the extent Carewell Health receives, creates, maintains, or transmits PHI in connection with Care Coordination Services, Carewell Health will comply with all applicable requirements of HIPAA, including the Privacy Rule (45 C.F.R. Part 164, Subpart E), the Security Rule (45 C.F.R. Part 164, Subparts A and C), and the Breach Notification Rule (45 C.F.R. Part 164, Subpart D), in its capacity as a business associate. Carewell Health will also comply with applicable federal and state data privacy and security laws in connection with its collection, use, and disclosure of Personal Information through Care Coordination Services. Carewell Health's HIPAA compliance obligations are limited to its administrative care coordination role and do not extend to or create any clinical services, treatment relationships, or provider-patient relationships.

9.2. State Laws. Care Coordination Services may be subject to additional state laws governing healthcare privacy, data security, insurance, and patient rights in the state(s) in which you are located. Carewell Health will use reasonable efforts to comply with applicable state requirements. To the extent any provision of these Care Coordination Terms conflicts with applicable state law, the applicable state law shall control.

9.3. Compliance Program. Carewell Health maintains a compliance program designed to detect and prevent violations of applicable laws and regulations. You agree to report any potential compliance concerns to: compliance@health.carewell.com.

9.4. Complaint and Grievance Procedure. If you have a complaint or grievance regarding Care Coordination Services, you may submit it in writing to: compliance@health.carewell.com or by mailing written notice to Carewell Family Services LLC d/b/a Carewell Health, 104 Crandon Blvd, #406, Key Biscayne, FL 33149, Attn: Compliance Department. Carewell Health will acknowledge receipt of your complaint within five (5) business days and will investigate and respond in writing within thirty (30) days of receipt. If you are not satisfied with the initial response, you may request escalation to the Carewell Health Privacy Officer by contacting privacy@health.carewell.com. Escalated complaints will receive a final written response within fifteen (15) business days of the escalation request. Nothing in this Section 9.4 limits your right to file a complaint with the U.S. Department of Health and Human Services, the Florida Agency for Health Care Administration, or any other applicable federal or state regulatory authority.

10. PROPRIETARY RIGHTS

10.1. Carewell Health Technology and Website Content. All scheduling tools, intake systems, coordination platforms, and related technology used to deliver Care Coordination Services, together with all content, text, graphics, logos, trademarks, images, and other materials displayed on the Website (collectively, "Carewell Health Content"), are the proprietary property of Carewell Health or its licensors. You are granted a limited, non-exclusive, revocable, non-transferable right to access and use such technology and Carewell Health Content solely in connection with your personal, non-commercial use of the Website and your receipt of Care Coordination Services. You may not copy, modify, distribute, reverse engineer, or create derivative works of any Carewell Health technology, systems, or Carewell Health Content.

10.2. Your Submissions. By submitting information through Care Coordination Services, you grant Carewell Health a limited, non-exclusive license to use such information solely to provide and improve Care Coordination Services and to fulfill its obligations under applicable law and these Care Coordination Terms.

10.3. Copyright Complaints. If you believe that any content on the Website infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512) to Carewell Health’s designated agent at: legal@health.carewell.com. Your notification must include: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the allegedly infringing material and its location on the Website; (c) your contact information; (d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner’s behalf. Carewell Health will respond to valid DMCA notifications in accordance with applicable law.

11. USER RESPONSIBILITIES AND CONDUCT

11.1. Your Obligations. You acknowledge that Care Coordination Services involve the exchange of sensitive health information and interactions with Carewell Health staff, Providers, and their personnel. In connection with your use of Care Coordination Services, you agree to:

(a) provide truthful, accurate, and complete Member Information during intake and throughout your enrollment, including health conditions, medications, allergies, insurance information, and emergency contact details, and promptly update such information if it changes;

(b) submit Personal Information or Protected Health Information of another individual only if you have valid legal authority to act on that individual’s behalf, such as a legal guardianship, healthcare power of attorney, or parental authority, and provide documentation of such authority upon request;

(c) safeguard your account credentials and any access to Care Coordination Services systems, and notify Carewell Health immediately at support@health.carewell.com if you suspect unauthorized access to your account or Member Information;

(d) use Care Coordination Services solely for legitimate healthcare coordination purposes and not for any fraudulent, deceptive, or unlawful purpose, including misrepresentation of identity, eligibility, or healthcare needs.

11.2. Consequences of Violation. Carewell Health reserves the right to suspend or terminate your access to Care Coordination Services in accordance with Section 6.3 if you breach any obligation under this Section 11. Carewell Health may also report suspected violations of law, including suspected fraud or misuse of health information, to applicable regulatory or law enforcement authorities.

12. DISCLAIMERS

12.1. Non-Clinical Services. CAREWELL HEALTH IS NOT A LICENSED HEALTHCARE PROVIDER AND DOES NOT PROVIDE CLINICAL SERVICES. CARE COORDINATION SERVICES ARE EXCLUSIVELY ADMINISTRATIVE AND NON-CLINICAL IN NATURE. CAREWELL HEALTH DOES NOT PARTICIPATE IN CLINICAL DECISION-MAKING, TREATMENT PLANNING, OR ANY ASPECT OF THE PROVIDER-PATIENT RELATIONSHIP. NOTHING IN THESE CARE COORDINATION TERMS OR PROVIDED THROUGH CARE COORDINATION SERVICES CONSTITUTES MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

12.2. Provider Performance. CAREWELL HEALTH DOES NOT WARRANT OR GUARANTEE THE QUALITY, ACCURACY, TIMELINESS, OR OUTCOMES OF ANY CLINICAL SERVICES PROVIDED BY INDEPENDENT PROVIDERS. ANY CLAIMS RELATING TO THE CLINICAL CARE PROVIDED BY A PROVIDER ARE SOLELY BETWEEN YOU AND THAT PROVIDER.

12.3. Service and Website Availability. CAREWELL HEALTH DOES NOT WARRANT THAT THE WEBSITE, CARE COORDINATION SERVICES, OR PROVIDER AVAILABILITY WILL BE AVAILABLE, ERROR-FREE, OR UNINTERRUPTED AT ALL TIMES. CAREWELL HEALTH RESERVES THE RIGHT TO MODIFY, SUSPEND, OR DISCONTINUE THE WEBSITE OR ANY CARE COORDINATION SERVICE AT ANY TIME, INCLUDING FOR SCHEDULED MAINTENANCE, UPDATES, OR TECHNICAL REASONS, WITH OR WITHOUT NOTICE.

12.4. As-Is Basis. CARE COORDINATION SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAREWELL HEALTH DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WITH RESPECT TO CARE COORDINATION SERVICES, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CAREWELL HEALTH DOES NOT WARRANT THAT: (A) CARE COORDINATION ACTIVITIES WILL RESULT IN SUCCESSFUL PROVIDER MATCHING, TIMELY APPOINTMENTS, OR ACCURATE INSURANCE ELIGIBILITY OR BENEFITS INFORMATION; (B) COORDINATION INFORMATION RELAYED TO PROVIDERS WILL BE COMPLETE, TIMELY, OR FREE FROM ADMINISTRATIVE ERROR; OR (C) CARE COORDINATION SERVICES WILL MEET YOUR SPECIFIC HEALTHCARE COORDINATION NEEDS OR EXPECTATIONS.

12.5. Continuity of Care Coordination. In the event that a Provider leaves the Carewell Health network, Carewell Health discontinues a Care Coordination program, or Carewell Health otherwise ceases to provide Care Coordination Services to you, Carewell Health will use commercially reasonable efforts to: (a) provide you with at least thirty (30) days’ advance written notice where practicable; (b) assist you in identifying alternative Providers or care coordination resources during the transition period; and (c) facilitate the transfer of relevant Member Information to a successor care coordinator or Provider as you direct, subject to applicable HIPAA requirements and your written authorization. Carewell Health’s obligations under this Section 12.5 are limited to administrative care coordination support and do not extend to the continuity of clinical care, which is the sole responsibility of your Provider.

13. LIMITATION OF LIABILITY

13.1. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAREWELL FAMILY SERVICES LLC D/B/A CAREWELL HEALTH SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF SUBSTITUTE SERVICES, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE CARE COORDINATION TERMS OR YOUR USE OF, OR INABILITY TO USE, CARE COORDINATION SERVICES, EVEN IF CAREWELL HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2. Cap on Liability. UNDER NO CIRCUMSTANCES SHALL CAREWELL HEALTH’S AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING FROM THESE CARE COORDINATION TERMS OR CARE COORDINATION SERVICES EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY YOU TO CAREWELL HEALTH DURING THE TWELVE (12) MONTHS PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY; OR (B) $500.

13.3. Exceptions. The liability limitations in Sections 13.1 and 13.2 shall not apply to: (a) death or personal injury caused by Carewell Health’s gross negligence or willful misconduct; (b) fraud or intentional misrepresentation by Carewell Health; or (c) any liability that cannot be limited or excluded under applicable law.

13.4. Provider Liability. CAREWELL HEALTH IS NOT LIABLE FOR THE CLINICAL ACTS, OMISSIONS, MEDICAL DECISIONS, PRESCRIBING DECISIONS, MISDIAGNOSES, TREATMENT OUTCOMES, OR ERRORS OF ANY PROVIDER. YOUR SOLE RECOURSE FOR CLAIMS ARISING FROM CLINICAL CARE IS AGAINST THE APPLICABLE PROVIDER.

13.5. Limitation of Liability for Member-Chosen Transmission Methods. WITHOUT LIMITING THE GENERALITY OF SECTIONS 13.1 AND 13.2, CAREWELL HEALTH SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, INTERCEPTION OF, LOSS OF, OR DAMAGE TO PERSONAL INFORMATION, PROTECTED HEALTH INFORMATION, OR MEMBER-SUBMITTED DOCUMENTS THAT IS ATTRIBUTABLE TO:

(A) YOUR CHOICE TO TRANSMIT INFORMATION VIA UNENCRYPTED EMAIL, TEXT MESSAGE, FACSIMILE, OR OTHER COMMUNICATION CHANNEL NOT DESIGNATED BY CAREWELL HEALTH AS A SECURE SUBMISSION METHOD;

(B) THE SECURITY CONFIGURATION, CONDITION, OR VULNERABILITY OF YOUR PERSONAL DEVICE, INCLUDING THE ABSENCE OF CURRENT OPERATING SYSTEMS, PASSWORDS, BIOMETRIC PROTECTIONS, OR SECURITY SOFTWARE;

(C) YOUR USE OF A PUBLIC OR UNSECURED NETWORK TO TRANSMIT INFORMATION CONTAINING PERSONAL INFORMATION OR PROTECTED HEALTH INFORMATION;

(D) YOUR FAILURE TO VERIFY THE ACCURACY OF RECIPIENT CONTACT INFORMATION BEFORE TRANSMISSION, RESULTING IN MISDIRECTED COMMUNICATIONS; OR

(E) ANY OTHER CIRCUMSTANCE ARISING FROM YOUR FAILURE TO COMPLY WITH THE MEMBER RESPONSIBILITIES SET FORTH IN SECTION 8.9.

THIS SECTION 13.5 DOES NOT LIMIT CAREWELL HEALTH’S LIABILITY FOR BREACHES OF UNSECURED PHI OCCURRING WITHIN CAREWELL HEALTH’S OWN SYSTEMS OR RESULTING FROM CAREWELL HEALTH’S FAILURE TO IMPLEMENT REASONABLE SAFEGUARDS REQUIRED UNDER HIPAA, APPLICABLE STATE DATA PRIVACY LAWS, OR SECTION 4.5 OF THESE CARE COORDINATION TERMS. THE EXCEPTIONS SET FORTH IN SECTION 13.3 APPLY TO THIS SECTION 13.5.

14. INDEMNIFICATION

You agree to indemnify and hold Carewell Family Services LLC d/b/a Carewell Health (and its officers, employees, and agents) harmless, including reasonable attorneys’ fees and costs, from any loss, claim, or demand arising out of or relating to: (a) your material breach of these Care Coordination Terms; (b) your violation of applicable law in connection with Care Coordination Services; (c) any false, inaccurate, or misleading Member Information you provide in connection with Care Coordination Services; or (d) your submission of another individual’s Personal Information or Protected Health Information without valid legal authority to act on that individual’s behalf. This indemnification obligation does not apply to the extent a claim arises from Carewell Health’s own fraud, gross negligence, or willful misconduct. The survival of this Section 14 is governed by Section 16.4.

15. DISPUTE RESOLUTION

15.1. Informal Resolution. Before initiating any formal dispute proceeding, you agree to contact Carewell Health at legal@health.carewell.com to describe the dispute and seek informal resolution. Carewell Health will respond within 30 days. If the dispute is not resolved within 30 days of Carewell Health’s response, either party may pursue the remedies available under this Section 15.

15.2. Mandatory Arbitration. Subject to the exceptions set forth in Section 15.3, any dispute, claim, or request for relief arising out of or relating to these Care Coordination Terms, Care Coordination Services, or your relationship with Carewell Health ("Dispute") will be resolved by binding arbitration administered by JAMS under its applicable consumer arbitration rules, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitration will be conducted in the county where you reside or, at either party’s election, by telephone or video conference. Carewell Health will bear all arbitration fees and costs beyond any initial filing fee required under the applicable JAMS rules. The arbitrator’s award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3. Exceptions to Arbitration. The following disputes are not subject to mandatory arbitration:

(a) claims that qualify for small claims court;

(b) requests for injunctive or equitable relief to protect Carewell Health’s Member Information security obligations or to prevent unauthorized disclosure of Protected Health Information;

(c) claims that are expressly prohibited from arbitration by applicable state law governing healthcare services, patient rights, or medical malpractice; and

(d) HIPAA enforcement actions or investigations brought by the U.S. Department of Health and Human Services or other governmental authority.

15.4. No Class Arbitration. All Disputes must be arbitrated on an individual basis. Class arbitration, collective arbitration, and consolidation with the claims of other users are not permitted.

15.5. Opt-Out. You may opt out of the arbitration agreement in this Section 15 within 30 days of first accepting these Care Coordination Terms by sending written notice to: legal@health.carewell.com or by mailing written notice to Carewell Family Services LLC d/b/a Carewell Health, 104 Crandon Blvd, #406, Key Biscayne, FL 33149, Attn: Legal Department. Your notice must include your full name, email address used for enrollment, and an unequivocal statement that you are opting out of arbitration. Carewell Health will acknowledge receipt of your opt-out notice within ten (10) business days of receipt. Opting out does not affect any other provision of these Care Coordination Terms.

15.6. Governing Law and Venue. These Care Coordination Terms are governed by and construed under the laws of the State of Florida, without giving effect to conflict-of-law principles that would require application of another jurisdiction’s law. For disputes not subject to arbitration, the exclusive venue shall be the state or federal courts located in Miami-Dade County, Florida.

15.7. Survival. The survival of this Section 15 is governed by Section 16.4.

16. TERM AND TERMINATION

16.1. Term. These Care Coordination Terms commence on the date you first access or enroll in Care Coordination Services and remain in effect until terminated by either party in accordance with this Section 16.

16.2. Termination by Carewell Health. Carewell Health may terminate these Care Coordination Terms or your access to Care Coordination Services at any time, including for: (a) material breach of these Care Coordination Terms; (b) failure of payment; (c) regulatory requirements; (d) program discontinuation; or (e) any other reason upon thirty (30) days’ prior written notice to you. Carewell Health will provide reasonable advance notice where practicable.

16.3. Termination by You. You may terminate your enrollment in Care Coordination Services at any time by providing written notice to support@health.carewell.com.

16.4. Effect of Termination. Upon termination: (a) your right to access Care Coordination Services immediately ceases; (b) all fees incurred prior to termination remain payable; and (c) provisions that by their nature should survive termination shall survive, including Sections 4, 9, 13, 14, 15, and 16.4. Carewell Health will retain and dispose of your PHI and Personal Information in accordance with HIPAA, applicable Business Associate Agreements, applicable law, and the Carewell Family Services Privacy Policy.

17. GENERAL PROVISIONS

17.1. Changes to Care Coordination Terms. Carewell Health may revise these Care Coordination Terms at any time. Material changes will be communicated by email to the address associated with your enrollment account at least 30 days prior to the effective date. Continued use of Care Coordination Services after the effective date constitutes acceptance of the revised terms.

17.2. Privacy. The collection, use, and disclosure of Personal Information in connection with Care Coordination Services is governed by the Carewell Family Services Privacy Policy. To the extent your Member Information constitutes PHI, it is also governed by HIPAA. The applicable privacy policies are available at www.carewell.com/health-privacy.

17.3. Force Majeure. Carewell Health shall not be liable for any failure or delay in providing Care Coordination Services resulting from causes beyond its reasonable control, including acts of God, pandemic, public health emergency, government orders, labor disputes, or telecommunications failures.

17.4. Notices. Notices to Carewell Health under these Care Coordination Terms must be sent in writing to:

Carewell Family Services LLC d/b/a Carewell Health

104 Crandon Blvd, #406

Key Biscayne, FL 33149

Email: legal@health.carewell.com

17.5. Entire Agreement. These Care Coordination Terms, together with the Carewell Family Services Privacy Policy and any applicable Business Associate Agreement, constitute the entire agreement between you and Carewell Family Services LLC with respect to Care Coordination Services. Any Provider-specific terms, informed consent agreements, or privacy notices are between you and the applicable Provider and are not part of this Agreement.

17.6. Severability. If any provision of these Care Coordination Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

17.7. No Waiver. Carewell Health’s failure to enforce any provision of these Care Coordination Terms shall not constitute a waiver of the right to enforce such provision in the future.

17.8. Assignment. You may not assign your rights or obligations under these Care Coordination Terms without the prior written consent of Carewell Health. Carewell Health may freely assign these Care Coordination Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under these Care Coordination Terms.

17.9. California Residents. California residents may report complaints to the California Department of Managed Health Care (DMHC) or the California Department of Consumer Affairs. Nothing in these Care Coordination Terms waives any rights you may have under California Health & Safety Code § 1363.1 or other applicable California patient protection statutes.

17.10. Contact Information.

Carewell Family Services LLC d/b/a Carewell Health

104 Crandon Blvd, #406

Key Biscayne, FL 33149 Phone: (448) 233-5964

General Support: support@health.carewell.com

Privacy Officer: privacy@health.carewell.com

Compliance: compliance@health.carewell.comLegal / Arbitration Notices: legal@health.carewell.com