Happy Health User Agreement

Last Updated: October 26, 2026

This User Agreement is a legal contract between You and Happy Health (“We,” “Us,” “Our,” or “Happy Health” and together with You, "Everyone") that governs Your use of the physical wearable products that We furnish to You (“Products” or Happy Ring”) for use with the Services (as defined below), the software included on such Products (“Software”), the related Mobile Applications (as defined below) and hosted service (“Hosted Service”), and all the text, data, information, software, graphics, photographs and more made available via any of the foregoing (all of which We refer to as “Materials”). The Products, Software, Mobile Applications, Hosted Service, Materials, Membership and Services are referred to collectively as the “Offerings” or the “Service Offerings.” This User Agreement sets forth the legally binding terms and conditions for Your use of the Materials embedded within the Products, the Happy Health subscription that provides access to the Happy Health software platform and associated Happy Ring functionality, as described in the “Membership and Platform Access” section below (“Membership”), and the Services, offered, from time to time, by Happy Health in connection therewith (the “Services”). As applicable, Your use of the Services may be subject to additional terms and conditions, including but not limited to, the Terms of Use.

ELIGIBILITY

You must be at least twenty-two (22) years of age to create an account, to purchase or enroll in Scan Services (as defined below), or to otherwise use the Products or the Services. By using the Products or the Services, You represent and warrant that You are at least twenty-two (22) years of age. We do not knowingly permit any person under twenty-two (22) years of age to use the Products or the Services, and We may suspend or terminate any account that We reasonably believe does not meet this requirement.

The Products and the Services are offered only to persons located in the United States. We make no representation that the Products or the Services are appropriate or available for use outside the United States.

CHANGES TO THE SERVICES & TERMS

We may alter the Services or any portion thereof and/or choose to modify, suspend or discontinue the Services at any time and without notifying You. If We discontinue a paid Service, or make a change that materially and adversely affects a paid Service for which You have already paid, We will give You notice. You may cancel the affected Service, and We will not charge You for any period after the change or discontinuation takes effect. If You have prepaid for a period extending beyond that date, We will issue a service credit equal to the fees You paid for the then-current billing period, or provide a materially equivalent replacement Service, at Our election. We may also change, update, add or remove provisions (collectively, “modifications”) of this User Agreement from time to time.   We will inform You of any modifications to this User Agreement by making them available through the Services, and, in accordance with applicable law, providing You with notice, including by contacting You via email. To be sure We properly reach Your email inbox, We just ask that You let us know if Your preferred email address changes at any time after Your registration.

If You object to any such modifications, Your sole recourse shall be to cease using the Services.  Continued use of the Services following notice of any such modifications indicates You acknowledge and agree to be bound by the modifications. Also, please know that this User Agreement may be superseded by expressly-designated legal notices or terms presented to You through Your use of the Services.  These expressly-designated legal notices or terms are incorporated into this User Agreement and supersede the provision(s) of this User Agreement that are designated as being superseded.

PURCHASE AND USE OF THE PRODUCT

The Happy Ring is a wearable device capable of operating in an FDA cleared mode to collect and monitor certain health and wellness information, including physiologic signals, at-home vitals, and sleep-related information. Information collected through the Happy Ring may be made available to You through the Happy Health platform and, where applicable, to physicians and other members of Your wellness care team.

The Happy Ring is generally used to deliver Wellness Services (as defined below). For certain Clinical Services, eligible Happy Ring features may be used to deliver those Clinical Services. Use of the Happy Ring in connection with a Clinical Service does not mean that all information generated by the Happy Ring is medical or diagnostic in nature.

You may only connect to the Products using devices, applications, software, websites, or third-party connections manufactured, distributed, sold, or approved by Happy Health (“Authorized Connections”). Use of counterfeit, unauthorized, or unsupported connections is prohibited and may result in termination of Your access to the Services. Any violation or attempted violation of this provision may result in immediate termination of Your ability to access the Services. If You have questions about whether a product or application qualifies as an Authorized Connection, please contact Us.

Not for Resale - We furnish and ship Products to end-user customers, and We reserve the right to refuse or cancel Your order if We reasonably suspect that the order is intended for resale. Products are furnished for Your personal use and may not be resold, transferred, or assigned.

Pricing - Prices are stated in U.S. dollars and may not include shipping and handling charges or applicable taxes, which, if applicable, will be communicated to You at the time You place Your order. We reserve the right to change the prices for any Product or Service at any time without notice, except that changes to the Membership fee are governed by the “Changes to the Membership Fee” provision below.  You may be required by Your local jurisdiction to pay customs ‎duties in connection with the return of the product and You will be solely responsible for paying all such charges.

Ordering, Shipping and Delivery - We may refuse or cancel any order or limit any order quantity in Our sole discretion, even after receiving Your order. We may also require additional qualifying information prior to accepting or processing Your order. While it is Our practice to confirm orders by e-mail, Your receipt of an e-mail confirmation does not constitute Our acceptance of Your order. Payment information- If You wish to make a transaction through Our Website, You may be asked to supply certain relevant information, such as Your payment and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT METHOD THAT YOU CHOOSE TO USE TO COMPLETE ANY SUCH TRANSACTION. By submitting such information, You grant to Us the right to provide such information to third parties for purposes of facilitating transactions. Verification of information may be required prior to the acknowledgment or completion of any transaction. The actual delivery of Your order can be impacted by many events beyond Our control. If Our supply of the Products is delayed by an event outside Our control then We will contact You as soon as practicable to let You know and We will take steps to minimize the effect of the delay. Provided We do this We will not be liable for delays caused by the event, but if there is a risk of substantial delay You may contact Us to cancel and receive a refund of any fees You have paid for Services not yet provided. Return shipping is addressed in the “Returns and Refunds” section below.

Product Availability - We reserve the right to add, modify, or remove Products and Services at any time for any reason. We also reserve the right to change quantities available for purchase at any time, even after You place an order.

Product Descriptions on Our Website - Although We have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on Our Website are subject to minor variations. We make no representations as to the completeness, accuracy, reliability, validity or timeliness of any listings, descriptions or images (including, without limitation, any features and specifications such as weights and sizes) for any Products available through Our Website. Such information and the availability of any Product or service (including, without limitation, the validity of any coupon or discount) are subject to change at any time without notice. We make reasonable efforts to accurately display the attributes of products, including the applicable colors, however the actual colors You see will depend on Your computer system, and We cannot guarantee that Your computer will accurately display such colors. It is Your responsibility to understand and comply with all applicable local, state and federal laws regarding Your possession and use of any Product or Service. Eligibility requirements, including minimum age, are addressed in the “Eligibility” section above.

Compatibility -  You are solely responsible for determining the compatibility of the Products with any required equipment (e.g., ensuring that You are using a compatible mobile device). You agree that lack of compatibility does not constitute a defect giving rise to a claim under Our Limited Product Warranty.

HAPPY HEALTH SCAN AND BASELINE VISIT

The Happy Health program (the “Program”) has two components: Scan Services, which are the initial health evaluation and screening services provided at enrollment (“Scan Services”), and Membership, which is ongoing access to the Happy Health platform and associated Happy Ring functionality (“Membership”). Scan Services begin with a thirty (30) day scan of Your health (the “Happy Health Scan”) and include a clinician consultation (the “Baseline Visit”). Fees for each component of the Program are disclosed to You at the time of enrollment.

Happy Health Scan. During the thirty (30) day period beginning on the date You first Pair Happy Ring (the “Scan Period”), You will use the Happy Ring and other components of the Services to establish a wellness baseline of Your health. “Pair” or “Pairing” means successfully connecting the Happy Ring to Your compatible mobile device through Bluetooth for the first time. The Happy Health Scan may combine information collected by the Happy Ring with information You provide through health assessments, questionnaires, health history, and other Services. The Scan Period is measured from Pairing. The twenty-one (21) day period for completing the Happy Health Scan and attending the Baseline Visit, the thirty (30) days of Membership included in Your Scan Services, and the Included Membership Period are each measured from the date the Happy Ring is delivered to You, and are not extended by any delay in Pairing. If You do not pair the Happy Ring within twenty-one (21) days after the date it is delivered to You, the Scan Period begins on the twenty-first (21st) day after that delivery date.

What Scan Services Include. Your Scan Services consist of intake and screening questionnaires, daily monitoring with Happy Ring, the generation of a Wellness Report called the Baseline Report, the Baseline Visit, and thirty (30) days of Membership. The specific assessments and screening included may change from time to time. The Scan Services, taken as a package, are not a Clinical Service, and the Baseline Visit is a Clinical Service. Other than the Baseline Visit, the Services provided within Your Scan Services are non-clinical and do not include diagnostic testing, therapy, remote monitoring, or other clinical services, each of which is offered separately as described in the “Clinical and Diagnostic Services” section below. Where twenty-four (24) hour ambulatory blood pressure monitoring is ordered for You by Your clinician, it is delivered through the Happy Ring, is a Clinical Service, and is billed separately to You or to Your insurance carrier or other third-party payer.

The Happy Health Scan is intended to provide a broader understanding of Your health and to identify areas that may warrant additional attention. It is not intended to diagnose every medical condition or to establish that You are free from disease.

Baseline Visit. As part of the Happy Health Scan, You will be offered a Baseline Visit with a licensed healthcare professional. The Baseline Visit is a clinical consultation and may include review of Your health history, symptoms, medications, and other relevant health information, as well as clinical evaluation and recommendations consistent with the applicable standard of care. As an additional benefit, Your provider may also review and discuss wellness information from Your Baseline Report. The Baseline Visit is intended to help You understand Your baseline health status, identify areas that may warrant additional attention, and consider appropriate next steps before making decisions about wellness programs, additional clinical evaluation, diagnosis, or treatment. Review or discussion of wellness information during the Baseline Visit does not cause that information or the underlying Wellness Service to become a Clinical Service.

You must complete the Happy Health Scan and attend the Baseline Visit within twenty-one (21) days after the date the Happy Ring is delivered to You. You may continue to use the Happy Ring for the remainder of the Scan Period following Your Baseline Visit. If You do not complete the Happy Health Scan and attend the Baseline Visit within that twenty-one (21) day period, the consequences described in the “Fees, Pricing and Billing” section below will apply. Completion of the Baseline Visit marks the completion of Your initial Happy Health Scan experience.

No Provider-Patient Relationship Before the Baseline Visit. The Happy Health Scan and associated Baseline Report are not itself a Clinical Service, and individual Services provided within it are described under the Terms of Use, and no provider-patient relationship is created between You and Happy Health or any PC (as defined below) before Your Baseline Visit. Any report, score, insight, or other output generated during the Scan Period before Your Baseline Visit is provided for informational purposes only, is not a diagnosis, and is not a substitute for advice from a licensed healthcare professional. A provider-patient relationship is established at the Baseline Visit, and is with the clinician who provides that consultation. Information reviewed by that clinician in connection with the Baseline Visit becomes part of Your medical record.

Wellness and Clinical Services During the Scan Period. During the Scan Period, the Services You receive are Wellness Services except for any Service that is a Clinical Service as described under the Terms of Use.

PRODUCTS, SERVICES AND TREATMENT PROGRAMS

Following Your Baseline Visit, You may have the opportunity to select additional products or services based on Your health information, goals, preferences, or identified health needs. These may include wellness services, additional assessments, diagnostic testing, clinical services, treatment programs, ongoing monitoring, or other health-related products and services.

Products and services may be provided by Happy Health, the PCs, or third-party partners. Additional terms, eligibility requirements, fees, consents, or privacy practices may apply depending on the service and the provider. Happy Health is not responsible for the acts or omissions of independent third-party providers.

Participation in additional products, services, and treatment programs is voluntary. Certain products, services, and treatment programs require completion of prerequisite services, eligibility verification, or a clinician's determination that the service is medically appropriate.

MEMBERSHIP AND PLATFORM ACCESS

Your Membership provides ongoing access to the Happy Health software platform and associated Happy Ring functionality, which may include daily wellness tracking, recurring automated wellness screening, notifications and alerts, trends, insights, reporting, personalized wellness features, and appointment scheduling. The specific features included in Membership may change from time to time with or without notice.

Platform Output Is Automated. Reports, trends, insights, and other output generated through Membership are produced automatically by software. They are not reviewed or interpreted by a clinician, are not clinical or diagnostic services, and do not diagnose, treat, or rule out any condition. Where platform output indicates that You may benefit from clinical follow-up, We may offer You a consultation, diagnostic testing, or other clinical services. Any decision to evaluate, test, diagnose, or treat is made by a licensed healthcare professional exercising independent clinical judgment, and any resulting consultation, testing, or treatment is a Clinical Service governed by the “CLINICAL AND DIAGNOSTIC SERVICES” section below.

Membership Does Not Include Clinical Services. Membership is a software and Platform subscription. It does not include, and the Membership fee is not a charge for, any clinical or diagnostic service, any professional consultation, any FDA-regulated diagnostic output or reporting, or any service that is billable to insurance or another third-party payer. Clinical and diagnostic services are provided separately, as described in the “Clinical and Diagnostic Services” section below, and are billed separately to You or to Your insurance carrier or other third-party payer.

Membership Is Not a Covered Benefit. Membership is not a covered medical benefit, is not billed to Your insurance carrier or any other third-party payer, and is not represented as reimbursable. Membership is not required as a condition of receiving any covered medical service.

Included First Month. Your Scan Services include thirty (30) days of Membership beginning on the date the Happy Ring is delivered to You, at no additional charge, whether Your Scan Services are paid by self-pay or billed to insurance.

Membership Included With a Total Care Program. If You enroll in any care program that We then offer under the “Total Care” designation, including Total Sleep Care (each, a “Total Care Program”), Membership is included with Your enrollment at no additional charge through the date twelve (12) months after the Happy Ring is delivered to You (the “Included Membership Period”). If the services included in Your Total Care Program are not completed within thirty (30) days after You enroll in that program, We reserve the right to end Your Membership, except that We will not end Your Membership while an active Membership is required to deliver a Clinical Service that has been ordered and not yet completed within the allowable time frame. If You do not enroll in a Total Care Program, Your Membership ends at the end of the Scan Period.

Remote Patient Monitoring. If You enroll in remote patient monitoring, any Membership fee otherwise payable is paused for the duration of Your active enrollment, and monitoring is instead billed through Your insurance plan under applicable reimbursement codes. Any Membership fee resumes when Your remote patient monitoring enrollment ends. A pause does not extend the Included Membership Period, which continues to run as originally scheduled.

Renewal After the Included Membership Period. AT THE END OF THE INCLUDED MEMBERSHIP PERIOD, YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW AND WE WILL CHARGE THE PAYMENT METHOD YOU HAVE ON FILE THE THEN-CURRENT MEMBERSHIP FEE EVERY MONTH, AND WILL CONTINUE TO DO SO AT THE BEGINNING OF EACH SUCCESSIVE MONTH, UNTIL YOU CANCEL. If then offered by Us, Your Membership may instead continue without a separate charge for so long as You remain enrolled in a Total Care Program that includes Membership. The then-current Membership fee is listed on Our Website. Because Membership is not purchased at checkout, We will disclose the then-current Membership fee and the applicable billing interval to You at or after Your Baseline Visit and in any event before You enroll, and We will send You a reminder before the first automatic renewal charge. We will obtain Your affirmative consent to the recurring Membership charge before the first such charge is made.

Changes to the Membership Fee. We may change the Membership fee. Any change takes effect at the start of the next billing interval following notice to You, and We will provide that notice at least thirty (30) days before the change takes effect. If You do not wish to accept the change, You may cancel before the effective date. Your continued Membership after the effective date constitutes Your acceptance of the revised fee.

How to Cancel. You may cancel Your Membership at any time, effective at the end of the then-current billing interval, using the cancellation function in the Happy Health mobile application or Your online account. You may also cancel by emailing support@happysleep.com. Cancellation is effective when submitted, and We will not require You to call or speak with a representative in order to cancel. Cancellation stops future charges. It does not entitle You to a refund of amounts already charged, except as required by applicable law or as expressly provided in the “Returns and Refunds” section below.

Effect of Membership Ending. The Happy Ring requires an active Membership to function. When Your Membership ends for any reason, the Happy Ring will no longer provide platform functionality, including data tracking, monitoring, insights, reporting, and personalized health features. YOU ACKNOWLEDGE THAT THE HAPPY RING IS FURNISHED TO YOU AS EQUIPMENT USED TO DELIVER THE SERVICES, THAT IT IS NOT SOLD TO YOU, AND THAT IT WILL NOT CONTINUE TO FUNCTION AFTER YOUR MEMBERSHIP ENDS. If We discontinue the Happy Health platform or the Membership program such that the Happy Ring no longer functions, We will notify You and will not charge You any replacement or unreturned-equipment fee for the Happy Ring. Where You have paid for Membership, the notice and refund provisions of the “Changes to the Services & Terms” section above also apply. Your obligation to return the Happy Ring is described in the “Returns and Refunds” section below.

Exception for Covered Clinical Services. Where the Happy Ring is required to deliver a clinical or diagnostic service that is billed to Your insurance carrier or another third-party payer, the Happy Ring functionality necessary to deliver that service is provided as part of that clinical service and does not depend on Your having an active Membership. Membership governs access to the software platform features described above only.

FEES, PRICING AND BILLING

Pricing. Except where this User Agreement expressly states the amount of a fee or provides that a fee is disclosed to You at another time, the price of any Product or Service, and the amount of any fee described in this User Agreement, is the price or amount listed on Our Website on the date of Your checkout. Fees for Scan Services, Total Sleep Care, Membership, and other products and services are listed on Our Website and disclosed to You at checkout. Prices are stated in U.S. dollars and may not include shipping, handling, taxes, or other applicable charges, which will be disclosed to You before You place Your order at checkout. Except for the Membership fee, which is governed by the “Changes to the Membership Fee” provision above, We may change the price of any product or service at any time without notice, and any change applies to orders placed after the change takes effect.

Shipping and Handling. A flat shipping and handling fee applies to each Happy Ring order, regardless of the payment method. The amount of that fee is the amount listed on Our Website on the date of Your checkout. This fee is separate from the cost of Scan Services, Membership, Total Sleep Care, and any separately billable clinical services, and is non-refundable except as required by applicable law.

Pricing Errors. Despite Our reasonable efforts, a product or service may occasionally be listed or quoted at an incorrect price or with incorrect information. We reserve the right to refuse or cancel any order placed at an incorrect price, and to correct the price, whether or not the order has been confirmed and whether or not Your payment method has been charged. If We cancel such an order after Your payment method has been charged, We will refund the amount charged.

Insurance Payments; Completion Requirement. If You elect to have Scan Services billed to Your insurance, You must complete the Happy Health Scan and attend the Baseline Visit within twenty-one (21) days after the date the Happy Ring is delivered to You. IF YOU DO NOT DO SO WITHIN THAT PERIOD, YOU WILL NO LONGER QUALIFY FOR THE INSURANCE-FUNDED SCAN SERVICES OFFERING, YOUR ACCOUNT WILL AUTOMATICALLY CONVERT TO THE SELF-PAY OFFERING, AND WE WILL CHARGE THE SELF-PAY SCAN SERVICES FEE LISTED ON OUR WEBSITE ON THE DATE OF YOUR CHECKOUT TO THE PAYMENT METHOD YOU HAVE ON FILE. You consent to this conversion and charge at the time of enrollment.

RETURNS AND REFUNDS

Equipment Furnished, Not Sold. The Happy Ring is provided to You and furnished as equipment used to deliver the Services. Title does not pass to You, and You must return that equipment as described below.

Clinical Services Are Not Refundable. Fees for any Clinical Service that have been provided to You, including the Baseline Visit, are not refundable. Where a Clinical Service was billed to Your insurance carrier or another third-party payer, any adjustment is made through that payer as described in the “Payments” section below and not by way of refund under this section.

Returns; Pre-Activation Cancellation. Regardless of how You paid for Scan Services, You may cancel Your Scan Services and receive a refund of the Scan Services fee only if (a) You have not activated the Happy Ring and no Service within Your Scan Services has been provided, (b) You initiate the cancellation within twenty-one (21) calendar days after the delivery carrier records the Happy Ring as delivered, and (c) You return the Happy Ring unopened, unused, and in its original packaging. Approved refunds are issued less a $49 restocking fee. Once the Happy Ring has been opened, activated, or any Service within Your Scan Services has been provided, the Scan Services fee is non-refundable and the Happy Ring is not eligible for return for refund.

Return Process. All returns must use the return instructions We provide and must be shipped within seven (7) calendar days after the return is initiated or required. Return shipping costs are Your responsibility. We are not responsible for returned equipment until We have received it and confirmed that it is in acceptable condition.

WELLNESS SERVICES

Happy Health may offer wellness products and services following Your Happy Health Scan, Baseline Wellness Report, and Baseline Visit. “Wellness Service” has the meaning given to that term in the Terms of Use. Wellness Services are intended to help You understand, track, and improve Your health, and are not a substitute for professional medical advice, diagnosis, or treatment.

When You receive only Wellness Services, information generated through the Happy Ring may provide health and wellness insights, trends, and recommendations, but should not be relied upon on its own to make medical decisions.

Risk Identification, Not Diagnosis. Happy Health does not provide diagnostic or clinical capabilities through Wellness Services. Wellness Services may identify patterns or indicators associated with an elevated likelihood of certain health conditions. Any such output is generated automatically from the information available to the Services, is not a diagnosis, is not a determination that You do or do not have any condition, and is not reviewed or interpreted by a clinician unless You separately receive a Clinical Service in which that information is reviewed by a clinician and included in your medical record. A result indicating elevated risk does not mean that You have any condition, and a result that does not indicate elevated risk does not mean that You are free from any condition. Wellness Services are not intended to diagnose, treat, cure, or prevent any disease, or to detect or rule out any condition. If a Wellness Service produces a result that warrants further attention, We may offer You additional monitoring or clinical services for a fee, which will be disclosed to You before You accept.

SCAN REPORTS AND SCAN DATA

As part of the Happy Health Scan, You may be provided with reports, scores, or other summaries of Your Scan Data, which may include a baseline wellness report (the “Baseline Wellness Report”).

These outputs, including the Baseline Wellness Report, are informational only. They are not medical advice, are not a diagnosis, and do not create a provider-patient relationship between You and Happy Health or any PC. They are not intended to be a substitute for (i) advice from Your doctor or other medical professional, or any diagnosis or treatment, or (ii) a visit, call, or consultation with Your doctor or other medical professional. Happy Health provides the Services for You to track, manage, and share Your information.

“Scan Data” means the information Happy Health collects from the Happy Ring, and from the Services in connection with the Happy Health Scan, together with the information You provide through health assessments, questionnaires, and health history. Scan Data includes physiologic data, such as Your heart rate, sleep metrics, blood pressure, and temperature; demographic data, such as Your age, gender, height, and weight; and other information about Your perceived physical health and mental state.

Happy Health will use and disclose Your Scan Data in order to facilitate and provide the Happy Health Scan, the Baseline Visit, and any other Services You request, including by working with Our third-party service providers and the PCs. Following Your Baseline Visit, Scan Data reviewed by a clinician becomes part of Your medical record.

De-Identified and Aggregated Data. We may create de-identified and aggregated data from Scan Data and from other information generated through Your use of the Products and the Services, and We may use, disclose, and retain that de-identified and aggregated data for any lawful purpose, including operating, evaluating, and improving the Products and the Services, research, analytics, publications, and commercial purposes, without restriction and without further notice to You. De-identified and aggregated data is created in accordance with applicable law and does not identify You. This right does not extend to individually identifiable health information, the use and disclosure of which is governed by applicable law, Our Privacy Policy, and the applicable Notice of Privacy Practices. Where information is both submitted by You and collected through the Products or the Services, the de-identified and aggregated data provisions of this User Agreement govern that information. Please refer to Our privacy policy and the Notice of Privacy Practices for more information about how Happy Health collects, uses, and discloses personal information.

Which Privacy Rules Apply. Information We collect in connection with a Clinical Service is held by the professional corporation or other professional practice that provides that Clinical Service and is governed by that practice's Notice of Privacy Practices. Information We collect in connection with a Wellness Service, including information generated through Membership, is held by Happy Health and is governed by Our Privacy Policy. Where the same information arises in both contexts, the rules that govern it follow the Service through which it was collected. References in this User Agreement to a Notice of Privacy Practices mean the notice provided by or on behalf of the professional corporation or other professional practice that provides Clinical Services to You, which will be provided to You at or before the first Clinical Service You receive. Happy Health does not issue that notice, and Our Privacy Policy governs the information Happy Health holds.

CLINICAL AND DIAGNOSTIC SERVICES

“Clinical Service” has the meaning given to that term in the Terms of Use, which also governs whether any particular Service is a Clinical Service, including how classification applies to Services made available through a package, plan, program, or offering.

The Scan Services, taken as a package, are not a Clinical Service. The classification of each Service provided within the Scan Services is determined under the Terms of Use, and a Service provided within the Scan Services is a Clinical Service if it is ordered, performed, or supervised by a licensed healthcare professional, if it is billed or submitted to Your insurance carrier or another third-party payer as a healthcare service, if it would reasonably be understood to be clinical or diagnostic in nature based on what the Service does rather than how it is described, or if We expressly identify it to You as clinical or diagnostic. A Service is not a Clinical Service merely because a licensed healthcare professional discusses or comments on information with You without providing a diagnosis, treatment recommendation, or other clinical judgment. The Baseline Visit is a Clinical Service.

Membership is not a Clinical Service. Membership functionality does not diagnose any condition, and where it indicates that You may benefit from clinical follow-up, any resulting consultation, testing, or treatment is a Clinical Service.

Based on Your Happy Health Scan, Your Baseline Visit, or subsequent monitoring, You may be offered or become eligible for additional Clinical Services.

Clinical services may be provided by healthcare professionals employed by or contracted with Happy Health PLLC, Happy Health of California, P.C., Happy Health of New Jersey, P.C., Happy Health of Kansas, P.A., SleepmedRx LLC, Happy Health Anchor, PA, and Sleep Medicine Specialist New York PC (each a professional corporation and, collectively, the “PCs”). Clinical services may also be provided by unaffiliated third-party professional practices that specialize in sleep-related care, including OpenLoop Healthcare Partners, PC. The PCs and any third-party professional practice exercise independent professional judgment, and Happy Health does not control the practice of medicine.

For certain Clinical Services, eligible Happy Ring features may be used for the period necessary to provide those Clinical Services. Outside that period, the Happy Ring is used to deliver Wellness Services only.

Clinical and diagnostic services may require additional consent, eligibility verification, payment, insurance information, or other documentation. Any diagnosis or treatment decision will be made by an appropriately licensed healthcare professional based on the available information and that professional's independent clinical judgment.

Total Sleep Care. “Total Sleep Care” is a care program, consisting of a diagnostic sleep test and an accompanying clinician consultation, that You may elect to purchase following Your Scan Services. Enrollment in Total Sleep Care includes Membership through the Included Membership Period at no additional charge, as described above. Total Sleep Care must be completed within thirty (30) days after You enroll, and the consequence of non-completion is described in the “Membership and Platform Access” section above.

Dental Services. If You qualify for and opt into dental services offered in connection with a clinical or diagnostic service, You consent to receiving those services from the PCs or from a Dental Service Provider (as defined below), as applicable.

Chronic Care Management (CCM) SERVICES

Happy Health may offer You the option to enroll in their chronic care management (CCM) program if you qualify and your provider finds that it is indicated.

If You qualify for CCM and opt into the CCM program, You consent to Happy Health providing chronic care management services to You.

You agree to allow Happy Health to bill your insurance company for these services during any month that we provide at least 20 minutes of chronic care management services to you.

You are aware that only one provider or hospital can provide and bill for CCM services for You during a calendar month. Please let Your Happy Health provider know if You receive these services from any other provider during any month.

You agree to allow Happy Health to share Your care information electronically with other providers delivering care to You.

You understand that standard coinsurance, copays, and deductibles apply to CCM services, so you may be billed for these services up to once a month, even if there is not a face-to-face meeting with your CCM provider.

CCM services are NOT emergency services and Your data WILL NOT BE MONITORED 24/7. If You think You are experiencing a medical emergency, CALL 911 IMMEDIATELY.

Remote Physiologic Patient Monitoring (RPM) AND Advanced Primary Care Management (APCM) Services

Happy Health may offer You the option to enroll in their remote physiologic patient monitoring (RPM) program if you qualify and your provider finds that it is clinically indicated.

If You qualify for RPM and opt into the RPM program, You consent to Happy Health providing remote physiologic monitoring services to You.

You agree to allow Happy Health to bill your insurance company for these services during any month that we collect at least 16 readings from any of your connected devices.

You are aware that only one provider or hospital can provide and bill for RPM services for You during a calendar month. Please let your Happy Health provider know if you receive these services from any other provider during any month.

You agree to allow Happy Health to share your care information electronically with other providers delivering care to you.

You understand that standard coinsurance, copays, and deductibles apply to RPM services, so you may be billed for these services up to once a month, even if there is no face-to-face meeting with your RPM provider.

Happy Health may also offer You the option to enroll in an advanced primary care management (APCM) program if You qualify and Your provider finds that it is clinically indicated.

If You qualify for APCM and opt into the APCM program, You consent to Happy Health and its providers furnishing advanced primary care management services to You, and You agree to allow Happy Health to bill Your insurance company for those services on a monthly basis. You understand that APCM is billed as a monthly bundled service and, unlike CCM and RPM, does not depend on a minimum amount of time spent or a minimum number of device readings during the month.

You understand that by furnishing APCM services, Your Happy Health provider is committing to be responsible for Your primary care and to serve as the continuing focal point for all of Your needed health care services. If You want another provider to serve in that role, You should not enroll in APCM.

You are aware that only one provider can furnish and be paid for APCM services for You during a calendar month. Please let Your Happy Health provider know if You receive these services from any other provider during any month.

You understand that a separate initiating visit may be required before APCM services begin if You are a new patient or have not been seen by a clinician within the preceding three (3) years.

You understand that standard coinsurance, copays, and deductibles apply to APCM services, so You may be billed for these services up to once a month, even if there is no face-to-face meeting with Your provider.

You may end APCM services at any time by notifying Happy Health, effective at the end of the calendar month in which You give notice.

Your consent to APCM is separate from Your consent to CCM and from Your consent to RPM. Consenting to one program does not constitute consent to another. APCM may not be billed for the same calendar month as CCM by the same provider.

RPM and APCM services are NOT emergency services and Your data WILL NOT BE MONITORED 24/7. If You think You are experiencing a medical emergency, CALL 911 IMMEDIATELY.

THIRD-PARTY DURABLE MEDICAL EQUIPMENT (DME) VENDORS

If you and your provider determine that continuous positive airway pressure therapy (“CPAP”) is an appropriate treatment, Your provider may offer choices regarding where to receive your equipment and equipment setup services. You understand that You may use the Durable Medical Equipment (DME) provider of your choice.

DENTAL SERVICES

Happy Health may offer You the option to enroll in a remote dental program to obtain an oral appliance and the wrap-around services associated with such an appliance through a third-party provider (“Dental Service Provider”).

If You choose to enroll in the Dental program, You acknowledge and agree that:

• Your physician or other healthcare provider at a Teledentistry practice, a third-party vendor of Happy Health, has explained to You what Dental Services and Oral Appliance Therapy mean, including side effects and negative outcomes, the type of health data that will be collected, and how it will be used in Your care;
• You are aware You must obtain a dental fitness form from Your regular dentist or complete a waiver;
• You are aware that Your health data will be collected and transmitted digitally from a Teledentistry technology to Your healthcare provider in a safe and secure manner to maintain the confidentiality of Your healthcare information;
• You will not transmit or allow to be transmitted the health data of any individual other than Your own;
• You will need to submit a consent for the Dental Services and You have the right to revoke Your consent at any time;
• You are responsible for all applicable copay and deductible amounts if insurance is covering the cost; and
• Dental Services are NOT emergency services and Your data WILL NOT BE MONITORED 24/7. If You think You are experiencing a medical emergency, CALL 911 IMMEDIATELY.

TELEMEDICINE CONSENT

Professional Services

By using the Materials for clinical or diagnostic services, including Your Baseline Visit, You give permission to the PCs and their physicians and other professionals (the “Providers”) to medically care for You by Telehealth (defined below), as applicable and appropriate. You may revoke Your consent at any time by notifying Happy Health in writing. Withdrawing this consent does not require You to close Your account or to end Your Membership, but You will not be able to receive Telehealth services after You revoke Your consent.

You understand that Your consent is given in advance of any specific diagnosis or treatment. You understand that clinical or diagnostic services are voluntary and that You have the right to refuse these services. Your consent remains in effect even after a specific diagnosis has been made and treatment has been recommended. Your consent will remain in effect until revoked by You in writing. However, revoking Your consent in writing will not affect actions that were taken prior to receiving Your revocation.

You understand that encounters with Providers or the Telehealth services via phone, email, the Materials, or otherwise, could involve, and You hereby consent to the use of, automated tools for diagnosis, care, treatment or communication pertaining to healthcare matters.

Based on Your visit with the Providers, a Provider may prescribe a home sleep test for You. You may use the Happy Ring to conduct the sleep test or another FDA-cleared home or lab-based sleep test product. If using Happy Ring, Happy Ring would then be used as an FDA-cleared prescription device functionality. If You decide to use Happy Ring as a medical device, Happy Health will charge You for the cost of Total Sleep Care, which includes the cost of the telehealth visit and the home sleep test at the price as determined by Your insurance carrier if using insurance, or as listed on Our Website on the date of Your checkout if using self-pay, as described in the “Fees, Pricing and Billing” section above.

You may also schedule additional follow up visits with the Providers for additional fees after You receive Your home sleep tests results. Your Provider may recommend continual remote patient monitoring. If You decide to use Happy Ring for Your remote patient monitoring, the amount You owe for that monitoring is determined by Your insurance plan and will be billed as described in the “Post-Adjudication Billing” provision below.

Payment for Telehealth and Clinical Services. Amounts that are Your responsibility in connection with telehealth visits, home sleep testing, remote patient monitoring, and other clinical services — including copayments, coinsurance, deductibles, non-covered charges, and self-pay amounts — are charged to Your payment method under the authorization in the “PAYMENTS” section below. Where a claim is submitted to Your insurance carrier or other third-party payer, the amount that is Your responsibility is determined after the payer adjudicates the claim, and We will automatically charge that amount to Your payment method on file as described in the “Post-Adjudication Billing” provision below. Where no claim is submitted, We may charge the applicable self-pay amount at or after the time of service. You agree to maintain a valid payment method on file for as long as You receive clinical services from Happy Health or the Providers.

Telehealth Definition

“Telehealth” is the delivery of healthcare services using technology when the healthcare provider and patient are not in the same physical location, and/or the virtual delivery of healthcare services, including by a medical provider or via digital or automated tools, including without limitation tools for medical or health-related diagnosis and treatment. Telehealth may be used for diagnosis, treatment, follow-up and/or patient education, and may include, without limitation, the following: electronic transmission of patient medical records, medical images, or other patient data; synchronous (i.e., “real time”) and asynchronous (i.e., non-“real time”) interactions via audio, video, and/or data communications; automated or digital tools for diagnosis, care, treatment and/or communication pertaining to healthcare or medical matters; and output data from medical devices, sound and video files.

Additional and Emergency Services

It may be possible that Your condition cannot be treated via Telehealth, or that the information transmitted through Telehealth may be insufficient, or of inadequate image quality, to allow for appropriate medical decision making. Accordingly, You may be required to seek additional in-person medical care, alternative healthcare, or emergency services. You agree that if Your health or medical problem or condition persists after use of Telehealth via the Materials, You will immediately contact Your medical services provider and seek appropriate additional in-person medical care or emergency care, as appropriate.

The Materials and Telehealth services are NOT appropriate for emergency or urgent medical matters. You agree not to use these services for emergency or urgent medical matters. You agree that for all urgent or emergency matters that You believe may immediately affect Your health, You will immediately contact Your medical services provider, call 911, or go to an emergency room at a local hospital facility.

Communication and Permission to Contact

You understand that Happy Health and the Providers will communicate information to You, including Your test results and other Protected Health Information (PHI), via a secure email or SMS message, all in accordance with the Notice of Privacy Practices. You consent to receive emails, SMS messages, phone calls, or other communications from Us and the Providers pertaining to Your care and Your health (such as automated health reminders), including email communications containing PHI. You hereby authorize the Providers, and Happy Health acting on their behalf as permitted under HIPAA, to use and/or disclose Your PHI to carry out Your treatment and other healthcare operations. “Healthcare Operations” include, but are not limited to, disclosure of Your PHI to those Providers, their offices, and insurance companies participating in Your care, treatment, or payment for Your care who need to know that information for those purposes, in each case as permitted under HIPAA.

After Your registration, You may also receive email, SMS, and/or mobile push notifications in connection with the Services, and these notifications may:

• identify You as a patient
• inform You that You have received communication from the Provider
• respond to requests You may have initiated by email or other means
• at Your request, contain certain PHI, as is Your right under HIPAA
• and involve other circumstances as outlined in the Notice of Privacy Practices.

Depending on Your phone and email provider, certain email, SMS, and mobile push communications may not be encrypted.

For information on how we collect, use, and disclosure information, please refer to Our Privacy Policy and the applicable Notice of Privacy Practices, each available on Our Website and provided to You on request, which are incorporated by reference as though fully set forth herein.

PAYMENTS

You agree to pay all applicable fees related to Your use of Our Services. We may suspend or terminate Your account and/or access to Our Services if Your payment is late and/or Your offered payment method (e.g., credit card or PayPal account) cannot be processed. Further, You understand that Your card will be pre-authorized for the amount agreed to be charged at the time of checkout. YOU PROVIDE AND AUTHORIZE A PAYMENT METHOD AT CHECKOUT BECAUSE WE SHIP THE HAPPY RING TO YOU BEFORE SERVICES ARE COMPLETED AND BEFORE ANY INSURANCE CLAIM HAS BEEN ADJUDICATED. As described in the “Returns and Refunds” section below, the Happy Ring is furnished to You as equipment and is not sold to You, and We rely on Your payment method remaining valid to collect amounts that become Your responsibility and to recover equipment that is not returned when required. For self-pay services, Your payment method will be charged at the time of checkout or as otherwise disclosed to You. If insurance is used to pay for services, amounts that are Your responsibility following adjudication of Your claim will be charged to Your payment method on file as described in the “Post-Adjudication Billing” provision below.

Insurance Verification

Prior to or at the time of checkout, Happy Health will automatically perform a verification of benefits (“VOB”) with Your insurance carrier or third-party payer to confirm Your coverage, estimated cost-sharing obligations, and eligibility for the Services. By completing Your purchase, You authorize Happy Health to conduct this verification on Your behalf. Any cost estimate We provide is based on the electronic eligibility and benefits response returned by Your payer and on the VOB, and is an estimate only. It does not guarantee coverage, benefit levels, or final payment amounts, all of which are subject to Your payer’s actual adjudication of the claim. At checkout You may be charged Your estimated cost-sharing obligations until a final payer adjudication has been determined. We will submit the insurance portion of Your claim after the applicable Services have been completed. If Your payer denies the claim in whole or in part, or applies the charge to a deductible or other patient responsibility, the resulting amount is Your responsibility and will be billed to You as described in the “Post-Adjudication Billing” provision below. Happy Health will make reasonable efforts to complete this process before Your first scheduled appointment.

Information You Provide Affects Our cost estimates and What We Bill. Our determination of which services to provide and which codes to bill depends on information You give Us during enrollment and intake. In particular, We rely on Your answers about (a) whether You have already received an annual wellness visit or other preventive services visit in the applicable benefit period, and (b) Your blood pressure and related health history. YOU REPRESENT THAT THE INFORMATION YOU PROVIDE IS TRUE, ACCURATE, AND COMPLETE TO THE BEST OF YOUR KNOWLEDGE.

If information You provide turns out to be incorrect or incomplete, the services You received may not qualify for the coverage, discount, or pricing that was applied, and We may be required to bill different or additional services, including evaluation and management codes. YOU UNDERSTAND THAT THIS MAY INCREASE THE AMOUNT THAT IS YOUR RESPONSIBILITY, AND YOU AUTHORIZE US TO BILL AND CHARGE THAT ADJUSTED AMOUNT AS DESCRIBED IN THE “POST-ADJUDICATION BILLING” PROVISION BELOW. We will notify You before charging an adjusted amount and You may dispute it as described in the “Billing Disputes” provision below.

BY PROVIDING A PAYMENT METHOD, YOU EXPRESSLY AUTHORIZE US AND THE PROVIDERS TO CHARGE THAT PAYMENT METHOD, AT CHECKOUT AND AT ANY TIME THEREAFTER, AND AT REGULAR INTERVALS WHERE APPLICABLE, FOR ALL AMOUNTS THAT ARE YOUR RESPONSIBILITY UNDER THIS USER AGREEMENT. THIS INCLUDES SCAN SERVICES FEES, MEMBERSHIP FEES, TOTAL SLEEP CARE FEES, FEES FOR TELEHEALTH VISITS, HOME SLEEP TESTING, REMOTE PATIENT MONITORING AND OTHER CLINICAL SERVICES, COPAYMENTS, COINSURANCE, DEDUCTIBLES, NON-COVERED CHARGES, SELF-PAY AMOUNTS, SHIPPING AND HANDLING, RESTOCKING AND REFURBISHMENT FEES, CANCELLATION AND NO-SHOW FEES, THE REPLACEMENT COST OF EQUIPMENT NOT RETURNED OR RETURNED DAMAGED, AMOUNTS ARISING FROM CONVERSION OF AN INSURANCE-FUNDED OFFERING TO SELF-PAY PAY, TAXES, AND ANY OTHER CHARGES INCURRED IN CONNECTION WITH THE PRODUCTS OR THE SERVICES.

This is the only authorization governing charges to Your payment method under this User Agreement, and it applies wherever this User Agreement provides that an amount will be charged to Your payment method on file. It remains in effect for as long as You have an account or any amount remains outstanding.

NO SHOW POLICY/CANCELLATION FEE

If You do not show up for a scheduled appointment of any kind, or cancel less than twenty-four (24) hours before Your scheduled appointment time, Happy Health will charge You a cancellation fee in the amount disclosed to You when You scheduled the appointment.

RING USAGE POLICY

If You order a Happy Ring using Your insurance as the payment method and do not complete the Happy Health Scan and attend Your Baseline Visit within the period described in the “Fees, Pricing and Billing” section above, Your account will convert to the self-pay offering and be charged as described in that section. If You do not enroll in a Total Care Program, You must return the Happy Ring as described in the “Returns and Refunds” section above.

Ring Size Exchange. If You order the wrong size Happy Ring and a replacement size needs to be sent, You will be charged a flat fifteen-dollar ($15) shipping fee to the payment method You have on file. You must return the original Happy Ring within seven (7) days after We issue a return merchandise authorization (“RMA”). If You do not return the original Happy Ring within that period, we will charge the self-pay Scan Services fee listed on our website on the data of your checkout to the payment method You have on file. You consent to this conversion and charge at the time of enrollment.

Financial Policy and Payment Agreement

If the professional services provided to You by the Provider are covered by Your health plan, You authorize the Providers to charge the health plan for such services and agree to pay any co-payment or other amounts due under Your health plan terms. If health plan coverage is not applicable, You agree to pay Us the self-pay rate for any care or treatment provided to You by Happy Health or the Providers.

Current Information Required. You must provide current, complete and accurate information for Your account. You must promptly update all information to keep Your account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date, or a change in third-party insurance participation, plan, or coverage), and You must promptly notify Happy Health and the Providers if Your payment method (e.g., credit card or debit card) is canceled (e.g., for loss or theft) or if You become aware of a potential breach of security, such as the unauthorized disclosure or use of Your user name or password. You must promptly notify Happy Health and the Providers if Your coverage by a third-party insurer or other authorized payer is canceled. Changes to this information can be made by contacting Happy Health by phone or email. IF YOU FAIL TO PROVIDE HAPPY HEALTH AND THE PROVIDERS ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT HAPPY HEALTH AND THE PROVIDERS MAY CONTINUE CHARGING YOU FOR ANY CARE OR TREATMENT PROVIDED TO YOU UNDER YOUR ACCOUNT UNLESS YOU HAVE TERMINATED YOUR USE OF THE ACCOUNT (SUCH TERMINATION TO BE CONFIRMED BY YOU IN WRITING UPON REQUEST).

Payment Method. If the Providers do not receive payment from third-party insurers or other authorized payers, You agree that all amounts due on Your account are Your responsibility, and You authorize Us to charge those amounts to Your payment method on file, as described in the “Post-Adjudication Billing” provision below. You agree that Your third-party insurers and other authorized payers may impose terms and conditions on You, which are independent of this User Agreement and You agree to comply with those terms.

Post-Adjudication Billing

Following receipt of an Explanation of Benefits (“EOB”) from Your insurance carrier or third-party payer, Happy Health will issue You an invoice reflecting Your remaining out-of-pocket balance (“OOP Balance”). YOUR OOP BALANCE, INCLUDING AMOUNTS OWED FOR TELEHEALTH VISITS AND OTHER CLINICAL SERVICES, WILL BE AUTOMATICALLY CHARGED TO YOUR PAYMENT METHOD ON FILE SEVEN (7) DAYS AFTER THE INVOICE DATE UNLESS YOU CONTACT HAPPY HEALTH BEFORE THAT DATE. If You wish to discuss financing options or a payment plan, You must contact Happy Health by emailing support@happysleep.com before the seven (7) day charge date. Failure to contact Us within this window will be deemed acceptance of the full charge.

Billing Disputes. If You believe that an amount charged to Your payment method or reflected on an invoice is incorrect, You must notify Us by emailing support@happysleep.com within sixty (60) days after the date of the charge or the invoice, identifying the amount in question and the reason You believe it is incorrect. We will review Your notice and respond within thirty (30) days. We may, at Our discretion, suspend collection of a disputed amount while We review it. An amount not disputed within that sixty (60) day period is deemed correct, except where applicable law provides otherwise. The seven (7) day window described above applies to requests to discuss financing or a payment plan and does not limit Your right to dispute a charge under this provision. Nothing in this provision limits any right You may have under applicable law, including any right to dispute a charge with the issuer of Your payment method or to appeal a coverage determination with Your insurance carrier.

Reaffirmation of Authorization. YOUR NON-TERMINATION OR CONTINUED USE OF THE MATERIALS REAFFIRMS THE PAYMENT AUTHORIZATION GIVEN IN THE “PAYMENTS” SECTION ABOVE, WHICH REMAINS THE ONLY AUTHORIZATION GOVERNING CHARGES TO YOUR PAYMENT METHOD UNDER THIS USER AGREEMENT. HAPPY HEALTH AND THE PROVIDERS MAY SUBMIT THOSE CHARGES FOR PAYMENT AND YOU WILL BE RESPONSIBLE FOR SUCH CHARGES. THIS DOES NOT WAIVE HAPPY HEALTH OR THE PROVIDER’S RIGHT TO SEEK PAYMENT DIRECTLY FROM YOU. YOUR CHARGES MAY BE PAYABLE IN ADVANCE, IN ARREARS, OR PER USAGE.

LICENSE TO SOFTWARE

The Software includes the embedded software, interfaces, content, fonts and data that came with Your Product as may be updated or replaced by feature enhancements or system updates provided by Happy Health (collectively referred to as the “Software”). The Software is licensed, not sold, to You by Happy Health. Happy Health and its licensors retain ownership of the Software and reserve all rights not expressly granted to You hereunder. Subject to the terms and conditions set forth herein, You are granted a limited, non-exclusive license to use the Software on a single Product for Your individual, consumer purposes. You may not, and You agree not to enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software.

LIMITED PRODUCT WARRANTY

If the Happy Ring is defective, this warranty is Your exclusive remedy from Happy Health. This warranty gives You specific legal rights, and You may also have other rights that vary from state to state.

Subject to the exclusions, limitations and conditions set forth below, Happy Health warrants to You that the Product’s hardware will be free from material defects in material and workmanship, when subjected to normal, proper and intended usage by properly informed users, for thirty (30) days from the date the Product is delivered to You and, thereafter, for so long as Your Membership remains active, but in no event beyond one (1) year from the date the Product is delivered to You (the “Warranty Period”). This limited warranty applies only to Products furnished by Us or supplied through a reseller We authorize, and does not apply to Products obtained from any other source. This limited warranty is non-transferable and extends only to the person to whom the Product was originally furnished. Nothing in this warranty limits any right You may have under applicable state law that cannot be waived or limited by agreement.

For any defective Product that is returned to Happy Health by You during the Warranty Period in compliance with the claim process specified below, Happy Health will, at its sole option, repair or replace the defective Product, or refund the fees You paid to Happy Health for the Services affected by the defect.  A replacement may be a new or refurbished Product in Happy Health’s sole discretion and any such replacement will continue to be subject to the warranty set forth above for the balance of the Warranty Period applicable to the Product originally furnished to You.

Exclusions - A Product will not be considered defective and Happy Health will not have any obligation to repair or replace a Product, or refund any fees, as a result of any one or more of the following:  (i) normal wear and tear, including scratches or dents, (ii) spillage of food or liquids, accident, disaster, or other external cause or force majeure, (iii) misuse, fault, neglect, negligence or intentional misconduct of or by any user or other person, (iv) use of the Product in a manner for which it was not designed or intended, or contrary to instructions (v) causes external to the Product, such as, but not limited to, power failure, electrical power surges or fluctuations, fire, exposure to or immersion in water or other liquids, excessive humidity or temperature, (vi) improper storage, handling or attempt to alter the Product, (vii) use of the Product in combination with equipment not supplied by Happy Health, (viii) tampering or opening the Product, or any attempted unauthorized repair, or (ix) use of the Product with software other than Happy Health’s Mobile Application.

Claim Procedure - To make a claim under this Warranty, contact Happy Health’s Service Center at support@happysleep.com for Your Return Authorization number (RMA). To obtain service under this Warranty, You will be required to provide (a) proof of delivery of the Product and verification that Your Membership is active, (b) Your name, (c) Your shipping address, phone and email address, (d) a description of the problem, and (e) the serial number of the Product. You may not return defective Products to Happy Health or its authorized service provider when claiming under this Warranty without supplying this information to Happy Health. The Product (or the relevant part thereof) must be returned to Happy Health.  We will pay the costs of postage or collection if our Service Center has provided You an RMA authorizing a warranty return. It is recommended that the Product be insured and trackable when shipped. Happy Health is not liable for a Product lost or damaged during shipment.  The repaired or replacement Product will be shipped to the corresponding return address with the shipping charges prepaid by Happy Health.

Any Product (or part thereof) returned without proof of delivery, those with an outdated warranty, or those with issues not covered under the Warranty (as determined by Happy Health in its sole discretion) will not be repaired or replaced until You pay to Happy Health the repair or replacement cost as determined by Happy Health.

YOUR SOLE REMEDY, AND HAPPY HEALTH’S SOLE OBLIGATION FOR BREACH OF THE LIMITED WARRANTIES SET FORTH ABOVE, IS THE REPAIR OR REPLACEMENT OF THE PRODUCT, OR REFUND OF THE FEES PAID FOR THE SERVICES AFFECTED BY THE DEFECT (WHICH SUCH REMEDY SHALL BE CHOSEN IN HAPPY HEALTH’S SOLE DISCRETION).

DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE OFFERINGS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE OFFERINGS IS WITH YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SERVICE OFFERINGS, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR RESULTING FROM A COURSE OF DEALING, LAW, CUSTOM, USAGE, OR TRADE PRACTICE. NOTHING IN THIS SECTION DISCLAIMS, LIMITS, OR MODIFIES THE PROFESSIONAL DUTY OF CARE OWED TO YOU BY ANY LICENSED HEALTHCARE PROFESSIONAL WHO PROVIDES A CLINICAL SERVICE TO YOU, OR ANY OTHER OBLIGATION THAT MAY NOT LAWFULLY BE DISCLAIMED.

TO THE EXTENT THAT ANY OF THE SAME CANNOT BE EXCLUDED, SUCH IMPLIED CONDITION, REPRESENTATION AND/OR WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD REFERRED TO IN THE APPLICABLE "LIMITED WARRANTY" SECTION ABOVE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY IN SUCH STATES.

THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE OFFERINGS ARE FREE OF PROBLEMS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE OFFERINGS WILL MEET YOUR REQUIREMENTS OR THAT THE OFFERINGS (OR ACCESS TO OR USE THEREOF) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE OFFERINGS WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE OFFERINGS OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE OFFERINGS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THIS WEBSITE OR THE SERVICES OR FROM US, THE PCS, ANY THIRD PARTY PROVIDER OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.

The statements in this section that the Service and the Product (and related Offerings) are not intended to diagnose, treat, cure, or prevent any disease apply to the Wellness Services only, and do not apply to any Clinical Service. The Wellness Services are not intended to diagnose, treat, cure, or prevent any disease. Where the Happy Ring is used to deliver a Clinical Service, any clinical or diagnostic function is provided solely for that Clinical Service and solely for the period necessary to provide it. If You have a medical or heart condition, consult Your doctor before using the Services and Product, engaging in an exercise program, or changing Your diet. If You experience a medical emergency, stop using the Services and Product (and related Offerings) and consult with a medical professional. We are not responsible for any health problems that may result from training programs, consultations, products, or events You learn about through the Service or the Product (and related Offerings).

LIMITATION OF LIABILITY

WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SERVICES OR OTHERWISE RELATING TO YOUR USE OF THE OFFERINGS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL HAPPY HEALTH’S TOTAL LIABILITY EXCEED (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) THE GREATER OF ONE HUNDRED DOLLARS ($100) AND THE AMOUNTS YOU PAID TO HAPPY HEALTH FOR THE APPLICABLE PRODUCTS AND SERVICES (AND RELATED OFFERINGS) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exclusions from These Limitations. NOTHING IN THIS SECTION LIMITS OR EXCLUDES OUR LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (D) THE PROFESSIONAL NEGLIGENCE OF ANY HEALTHCARE PROFESSIONAL EMPLOYED BY OR CONTRACTED WITH HAPPY HEALTH OR A PC, TO THE EXTENT THAT LIABILITY MAY NOT LAWFULLY BE LIMITED; OR (E) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

Allocation of Risk. YOU ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US, THAT THEY REFLECT A REASONABLE ALLOCATION OF RISK, AND THAT OUR FEES WOULD BE SUBSTANTIALLY HIGHER WITHOUT THEM. THESE LIMITATIONS APPLY EVEN IF A REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

DISPUTE RESOLUTION

Arbitration Provision Incorporated by Reference. Any dispute, claim, or controversy arising out of or relating to this User Agreement, the Products, the Services, or Your relationship with Happy Health is governed by the dispute resolution and binding arbitration provision set forth in the Happy Health Terms of Use, including its class action waiver, its opt-out right, and its selection of arbitration forum, rules, and venue. That provision is incorporated into this User Agreement by reference as though fully set forth herein and applies to this User Agreement to the same extent that it applies to the Terms of Use. This User Agreement does not contain a separate arbitration agreement, and nothing in this User Agreement is intended to modify, duplicate, or supersede that provision.

Governing Law. This User Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provision incorporated above. To the extent any dispute is not subject to arbitration, the parties agree that exclusive jurisdiction and venue will lie in the state or federal courts located in New York County, New York State.

Claims Against Healthcare Professionals. The arbitration provision incorporated above does not apply to, and You are not required to arbitrate, any claim for professional negligence or medical malpractice against a PC, against a third-party professional practice, or against an individual healthcare professional, in each case to the extent that applicable law restricts or prohibits the pre-dispute arbitration of such claims. Any such claim will be resolved as provided by applicable law.

MOBILE APPLICATIONS

We make available one or more mobile applications to access the Services via a mobile device (“Mobile Application”).  Information, data, reports, scores, results, trends, insights, and other content presented to You through the Mobile Application are provided as part of a Wellness Service and are not Clinical Services, medical advice, or a diagnosis. Such information remains part of a Wellness Service even if it is reviewed or discussed with a licensed healthcare professional during a clinical consultation. Any Clinical Services, including clinical evaluation, diagnosis, treatment, or medical advice, are provided separately by a licensed healthcare professional and are not provided through the Mobile Application. To use the Mobile Application, You must have a mobile device that is compatible with the mobile service.  We do not warrant that the Mobile Application will be compatible with Your mobile device.  We hereby grant to You a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by You, for Your personal use.  You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application.  You acknowledge that We may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that You are using on Your mobile device.  You consent to such automatic upgrading on Your mobile device, and agree that this User Agreement will apply to all such upgrades.  The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and We and Our third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application).  Standard carrier data charges may apply to Your use of the Mobile Application.

The following additional terms and conditions apply with respect to any Mobile Application that We provide to You designed for use on an Apple iOS-powered mobile device (an “iOS App”):

• You acknowledge that this User Agreement is between You and Us only, and not with Apple, Inc. (“Apple”).
• Your use of Our iOS App must comply with Apple’s then-current App Store Terms of Service.
• We, and not Apple, are solely responsible for Our iOS App and the Services and Content available thereon.  You acknowledge that Apple has no obligation to provide maintenance and support services with respect to Our iOS App.  To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to Our iOS App.
• You agree that We, and not Apple, are responsible for addressing any claims by You or any third-party relating to Our iOS App or Your possession and/or use of Our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this User Agreement and any law applicable to Us as provider of the iOS App.
• You agree that We, and not Apple, shall be responsible, to the extent required by this User Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to Our iOS App or Your possession and use of Our iOS App.
• You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
• You agree to comply with all applicable third-party terms of agreement when using Our iOS App (e.g., You must not be in violation of Your wireless data service terms of agreement when using the iOS App).
• The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this User Agreement as it relates to Your license of Our iOS App.  Upon Your acceptance of this User Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this User Agreement against You as it relates to Your license of the iOS App as a third-party beneficiary thereof.

The following additional terms and conditions apply with respect to any Mobile Application that We provide to You designed for use on an Android-powered mobile device (an “Android App”):

• You acknowledge that this User Agreement is between You and Us only, and not with Google, Inc. (“Google”).
• Your use of Our Android App must comply with Google’s then-current Android Market Terms of Service.
• Google is only a provider of the Android Market where You obtained the Android App.  We, and not Google, are solely responsible for Our Android App and the Services and Content available thereon.  Google has no obligation or liability to You with respect to Our Android App or this User Agreement.
• You acknowledge and agree that Google is a third-party beneficiary to this User Agreement as it relates to Our Android App.

TERM AND TERMINATION

Term. This User Agreement takes effect when You first purchase or enroll in Scan Services, create an account, or otherwise use the Products or the Services, and continues until terminated as described below.

Your Right to Terminate. You may terminate this User Agreement at any time by closing Your account. Closing Your account does not by itself cancel Your Membership, end any clinical service, or relieve You of amounts already owed. Cancelling Membership is described in the “How to Cancel” provision above, and revoking consent to Telehealth is described in the “TELEMEDICINE CONSENT” section above.

Our Right to Suspend or Terminate. We may suspend or terminate Your access to the Products or the Services, or terminate this User Agreement, if You materially breach this User Agreement, if Your payment method cannot be processed or an amount owed remains unpaid, if We reasonably believe You do not meet the eligibility requirements described above, or if We are required to do so by applicable law. Except where a delay would expose Us or any other person to harm, legal liability, or continued breach, We will give You notice of the breach and a reasonable opportunity to cure it before terminating.

Effect of Termination. On termination, Your right to access the Products and the Services ends, Your Membership ends, and the Happy Ring will no longer provide platform functionality. You must return the Happy Ring and any other equipment furnished to You as described in the “RETURNS AND REFUNDS” section above, and amounts that are Your responsibility remain payable and may be charged to Your payment method on file. Termination does not affect any clinical relationship You have with a PC or other healthcare professional, or Your rights in Your medical record, each of which is governed by applicable law and the applicable provider's policies.

Survival. The following survive termination of this User Agreement:

• Billing and payment. Your authorizations and consents relating to payment, billing, and the charging of Your payment method; the “Insurance Verification” provisions, including Your representations about the information You provide and Our right to bill different or additional services if that information was incorrect; the “Post-Adjudication Billing” and “Billing Disputes” provisions; and Your obligation to pay amounts owed. These survive because a payer may adjudicate a claim, and an amount may become Your responsibility, after this User Agreement ends.
• Healthcare consents and records. Your consent to Telehealth and to care already provided, and Your authorization for Us and the Providers to use and disclose Your protected health information for treatment, payment, and healthcare operations relating to Services already provided; Your consents relating to CCM, RPM, and APCM services for any period in which those services were provided; and the “SCAN REPORTS AND SCAN DATA” section. Withdrawal of a consent or termination of this User Agreement does not affect any action taken before the withdrawal or termination took effect.
• Equipment. Your obligation to return the Happy Ring and any other equipment furnished to You, and Our right to charge the replacement cost if it is not returned.
• Other. The “LICENSE TO SOFTWARE” restrictions; the “DISCLAIMER OF WARRANTIES,” “LIMITATION OF LIABILITY,” “INDEMNIFICATION,” and “DISPUTE RESOLUTION” sections; the “GENERAL PROVISIONS” section; and this section.

Nothing in this section limits Your rights in Your medical record or any right You have under applicable law, including any right to request or receive records from a PC or other healthcare professional.

INDEMNIFICATION

This section supplements, and does not replace, the indemnification provisions of the Terms of Use. Where this section and the Terms of Use both apply, both apply.

You agree to defend, indemnify, and hold harmless Happy Health, the PCs, and their respective officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of this User Agreement, including Your failure to return equipment furnished to You or to pay amounts that are Your responsibility;
• Your use of the Products or the Services in a manner not permitted by this User Agreement, including use through a connection that is not an Authorized Connection, or use of the Happy Ring by any person other than You;
• information You provide to Us or to a Provider that is inaccurate or incomplete, including information about Your health history, Your blood pressure, whether You have received an annual wellness visit or other preventive services visit, and Your insurance coverage or eligibility;
• Your transmission or submission of health information about any person other than Yourself; and
• Your violation of applicable law or of the rights of any third party.

We will give You prompt notice of any claim for which We seek indemnification, and You may control the defense and settlement of the claim with counsel reasonably acceptable to Us, except that You may not settle any claim in a manner that imposes any obligation or admission on Us or a PC without Our prior written consent. We may participate in the defense at Our own expense.

This section does not require You to indemnify Us or a PC against any claim arising out of Our own negligence, gross negligence, willful misconduct, or fraud, against any claim of professional negligence or medical malpractice, or against any claim relating to Our coding, billing, or submission of claims to a payer.

GENERAL PROVISIONS

Relationship to the Terms of Use; Order of Precedence. This User Agreement is incorporated into the Happy Health Terms of Use. Where this User Agreement and the Terms of Use conflict, this User Agreement controls as to the subject matter it expressly addresses, including pricing, billing, Membership, renewal and cancellation, the product warranty, and the Clinical Services provided to You. The classification of any Service as a Clinical Service or a Wellness Service is determined under the Terms of Use. The Terms of Use controls in all other respects.

General Provisions of the Terms of Use Apply. The general provisions of the Terms of Use — including those addressing severability, assignment, notices, force majeure, no third-party beneficiaries, and interpretation — apply to this User Agreement as though fully set forth herein, except to the extent this User Agreement expressly provides otherwise. Nothing in the no third-party beneficiaries provision limits the rights of Apple or Google described in the “MOBILE APPLICATIONS” section above.

Time to Bring a Claim. To the fullest extent permitted by applicable law, any claim arising out of or relating to this User Agreement, the Products, or the Services must be brought within one (1) year after the claim arises, and any claim not brought within that period is permanently barred. This provision does not apply where applicable law prohibits shortening the limitations period for the claim, and does not apply to any claim for professional negligence or medical malpractice.

No Waiver. Our failure to enforce any provision of this User Agreement, or any delay in doing so, is not a waiver of that provision or of any other provision, and does not limit Our right to enforce it later. A waiver is effective only if We give it in writing.

Late Payment. If an amount owed under this User Agreement is not paid when due and cannot be collected from Your payment method, We may charge interest on the unpaid balance at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, We may refer unpaid balances to a collection agency, and You are responsible for the reasonable costs of collection, including reasonable attorneys' fees, to the extent permitted by applicable law.

Electronic Records and Communications. You consent to receive this User Agreement, notices, disclosures, invoices, and other communications relating to the Products and the Services in electronic form, and You agree that Our electronic records of Your acceptance, authorizations, and consents satisfy any requirement that such records be in writing. The electronic communications provisions of the Terms of Use also apply.

Severability. Except as otherwise provided in the arbitration provision incorporated into this User Agreement, if any provision of this User Agreement is held invalid, illegal, or unenforceable, that provision will first be modified and applied to the minimum extent necessary to make it valid and enforceable while preserving its intent, and only if it cannot be so modified will it be severed. Severance or modification of a provision does not affect any other provision, and the remainder of this User Agreement continues in full force and effect. If a provision is held invalid, illegal, or unenforceable only as to a particular person, claim, or circumstance, or only in a particular jurisdiction, it remains valid and enforceable as to every other person, claim, circumstance, and jurisdiction. Without limiting the foregoing, the “DISCLAIMER OF WARRANTIES,” “LIMITATION OF LIABILITY,” and “INDEMNIFICATION” sections and the “Time to Bring a Claim” provision each remain enforceable to the maximum extent permitted by applicable law even if any part of them is held unenforceable. The severability provisions of the arbitration provision govern within that provision, and nothing in this section modifies or overrides them.

Entire Agreement. This User Agreement, together with the Terms of Use, Our Privacy Policy, the applicable Notice of Privacy Practices, and any additional terms, consents, or policies expressly incorporated by reference or presented to You in connection with a specific product or service, is the entire agreement between You and Us regarding the Products and the Services, and supersedes any prior or contemporaneous understanding on that subject.