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Terms of Service

Last Updated: August 2023

1. Introduction
The following Terms of Service (the “Terms”) constitute a binding agreement between you and Astra Wellbeing, LLC, a Massachusetts limited liability company (“Astra Wellbeing,” the “Company,” “we,” “us” or “our”). Astra Wellbeing provides an AI-based SMS text messaging platform (the “Platform”) for (i) hospitals and their personnel to provide peer-to-peer SMS messages of recognition and encouragement, and (ii) individuals to provide messages of recognition and encouragement to healthcare providers directly through the Company’s website (the “Website”). “You,” “your” or “User” includes any (i) hospital and hospital administrator who manage the hospital dashboard provided on the Platform (“Hospital Dashboard”), (ii) hospital employees, staff or others affiliated with a hospital who have access to and use the Platform through a Hospital’s Dashboard (“Hospital Personnel”), (iii) individuals who use the Website to send messages to a healthcare provider, and (iv) other person who accesses or interacts with the Platform through the Website or Hospital Dashboard. Subject to these Terms, a User may engage, post, upload, publish, submit or transmit content, including without limitation written, graphic, photographic, or audio content, custom text messages or other materials to healthcare providers using the Platform through the Website or Hospital Dashboard (“User Content”). These Terms set forth conditions regarding User’s Content and a User’s access to and use of (i) the Platform, (ii) the Website, (iii) the Hospital Dashboard and/or (iv) any other services offered by Astra Wellbeing from time to time (collectively, the “Services”). By accessing or using the Services in any manner, including but not limited to visiting or browsing the Website, posting User Content to the Platform either through the Website or through a Hospital Dashboard you agree to be bound by these Terms.

2. Modification
Astra Wellbeing reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. If we modify these Terms, we will either post a notification of the modification on our Website, through the Platform, or Hospital Dashboard or otherwise provide you with notice of the modification. The date of the last modification will also be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you accept and agree to be bound by any modified Terms.

3. Privacy Policy
These Terms include the provisions set forth in our Privacy Policy.

4. Eligibility
In compliance with the requirements of the Children’s Online Privacy Protection Act (“COPPA”), we do not knowingly collect any information from any person under 13 years of age. If you are aged 13 years or younger, you may not download or use our services or provide any content. If you are 13 or older but under the age of 18, you may use our services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child who is between 13 through 18 years old, you are
fully responsible for the child’s use of the Services.

5. User Content – License and Limitation of Liability
By submitting any User Content on or through the use of the Services, you grant to Astra Wellbeing a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content, in any media, in order to operate, promote, improve, or market the Services. You acknowledge and agree that you are solely responsible for all User Content and compliance with these Terms. Accordingly, you represent and warrant that you have all rights, licenses, consents and releases that are necessary to grant to Astra Wellbeing the license above and shall comply with the applicable law related to User Content. Astra Wellbeing is not responsible or liable to any third party, including, but not limited to, any User, Hospital Personnel, hospitals, healthcare providers, or patients, for the content or accuracy of any User Content.

6. Acceptable Use
(a) Restrictions on Use. Astra Wellbeing hereby grants you permission to use the Services provided such use is in compliance with these Terms, and you further specifically agree that your use will adhere to the following restrictions and obligations where you agree not to use the Services:
- In any way that violates any applicable federal, state, local, or international law or regulation.
- To send, knowingly receive, use, or re-use any material that does not comply with these Terms.
- To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate Astra Wellbeing, any Astra Wellbeing employee, officer, director, agent or other person or entity affiliated with Astra Wellbeing (“Astra Affiliates”), the Services, the Platform, the Website, Hospital Dashboard, Hospital Personnel or another User, or any other person or entity (including, without limitation, by using a URL, hyperlink, name, addresses, demographic information, email
address, screen names, photograph or likeness, cell phone number associated with any of the foregoing).
- To transmit harassing, threatening, harmful, violent, hateful, sexual, false, misleading, libelous, slanderous, or otherwise offensive messages through the Platform, the Hospital Dashboard and/or Website to any person (entity or natural person), including, without limitation, to any medical treatment centers, hospitals, Hospital Personnel, past, current and prospective patients, Users, Astra Wellbeing Affiliates.
- To transmit Personally Identifiable Information (“PII”) about past, current or prospective patients, or healthcare providers, Users, Astra Wellbeing or Astra Wellbeing Affiliates, including but not limited to names, addresses, phone numbers, social security numbers, demographic information, race, sex, gender, sexual orientation, medical records, medical identification account numbers, financial information and any other information that may be PII under applicable law.
- To transmit healthcare information, including but not limited to vitals, diagnoses, prescriptions, treatment information, names, or other information identifying past, current or prospective patients.
- To violate any provisions of the Health Insurance Portability and Accountability Act (“HIPAA”) which may be applicable to you if you are a “covered person” under applicable law.
- To transmit any information to any User, Hospital Personnel or any third party regarding or requesting advice or assistance including without limitation, with respect to any medical treatment, medicine, patients, or other advice or assistance regarding medical care.
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services or may harm Astra Wellbeing or Astra Wellbeing Affiliates.
- In any manner that could disable, overburden, damage, or impair the Website, Platform, Hospital Dashboard or interfere with any other party’s use of the Services.
(b) Monitor, Review and Deletion of Content. Astra Wellbeing retains the right to moderate and review all messages sent through its Platform, including the right to delete any message without notice to you if any content violates these Terms. Astra Wellbeing has no obligation to disclose to any party the User the content of any message that violates these Terms, including the reason(s) for deletion of such message, unless obligated to do so by applicable law.

7. Intellectual Property Rights
The Website and Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Astra Wellbeing, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit Astra Wellbeing’s Website or Platform, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Astra Wellbeing or its licensors, except for the licenses and rights expressly granted in these Terms or through a legally binding contract that may be entered into between you and the Company.

8. Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services, Platform, Website and Hospital Dashboard (“Feedback”). You agree that Astra Wellbeing has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in any changes made to or use of our Services, Platform, Website and Hospital Dashboard.

9. Notices of Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services, Website, Platform or Hospital Dashboard infringe your copyright, you may request removal of those materials (or access to them) from Astra Wellbeing by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on Astra Wellbeing’s Services, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:
Johar Singh
Designated Copyright Agent
Astra Wellbeing, LLC
617-939-8818
johar@astrawelbeing.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website, the Services or Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys fees) under Section 512(f) of the DMCA. If you believe that material you posted on Astra Wellbeing’s Service was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which the Company’s principal place of business is located (or if you reside outside the United States for any judicial district in which the Services may be provided) and that you will accept service from the person (or an agent of that person) who provided Astra Wellbeing with the complaint at issue. The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Website, through use of the Services or Platform was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorney fees) under Section 512(f) of the DMCA. It is our policy in appropriate circumstances to disable and/or terminate the accounts of Users who are repeat infringers.

10. Termination and Monitoring
(a) Astra Wellbeing has the right to:
- Remove Users for any reason in our sole discretion.
- Remove or refuse to post any User Content for any or no reason in our sole discretion.
- Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, including our Acceptable Use policy, infringes any intellectual property right of any person or entity, threatens the personal safety or mental wellbeing of any Users of the Service, or could create liability for Astra Wellbeing.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services of Platform.
- Terminate or suspend your access to all or part of the Services and/or Platform for any reason, including violations of these Terms, violation of any applicable laws, or to protect the safety or property of other Users, Astra Wellbeing, or third parties.
(b) Users Ability to Opt-Out. Upon receipt of your request to opt-out of the Services or use of the Platform, and except as set forth elsewhere in the Terms, we will cease sending you messages. Please note that any information you have submitted to publicly accessible areas may not be removable.

11. Third Party Content
By using the Services, Astra Wellbeing may provide you with access to third party websites, information, and services, including but not limited to third party databases, networks, servers, software, programs, systems, directories, applications, or products. You hereby acknowledge that Astra Wellbeing does not control such third-party websites and services, and cannot be held responsible for their content, operation, or use. Astra Wellbeing does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by such third-party websites and services. Astra Wellbeing disclaims any and all responsibility or liability for any harm resulting from your use of such third-party websites and services, and you hereby irrevocably waive any claim against Astra Wellbeing with respect to the content or operation of any such third-party websites and services.

12. Warranties
YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AND PLATFORM AT YOUR OWN RISK. THE SERVICES, PLATFORM AND CONTENT ARE PROVIDED “AS IS,” AND ASTRA WELLBEING, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, EXPRESS OR IMPLIED, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. ASTRA WELLBEING, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES OR PLATFORM WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES OR OTHER MALWARE WILL BE TRANSMITTED THROUGH THE SERVICES. Because some states do not permit disclaimer of implied warranties, you may have additional consumer rights under your local laws.

13. Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE ASTRA WELLBEING AND ITS AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE LESSER OF TWENTY DOLLARS OR THE AMOUNT YOU HAVE PAID TO ASTRA WELLBEING FOR THE APPLICABLE SERVICE OUT OF WHICH LIABILITY AROSE.

14. Indemnification
To the fullest extent allowed by applicable law, you agree to indemnify and hold Astra Wellbeing and its affiliates, and their respective licensors, service providers, employees, agents, officers, and directors harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services and Platform (including any actions taken by a third party using your account), and (b) your violation of these Terms.

15. Notices
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Astra Wellbeing (a) via text (in each case to the phone number provided) or (b) by posting to the Website, Platform or through Astra Wellbeing’s Services.

16. No Waiver
No waiver by Astra Wellbeing of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Astra Wellbeing to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

17. Severability
If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

18. Arbitration
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial or other Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

19. Governing Law
These Terms (and any further rules, policies, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, United States. Any action in relation to the use of these services or alleging breach of these Terms must be brought in a state or federal court in Massachusetts. Both parties agree to submit to the exclusive personal jurisdiction and venue of such courts.

20. Entire Agreement
These Terms constitute the entire agreement between you and Astra Wellbeing regarding your use of the Services and Platform and supersede all prior written or oral agreements.

We use the information that you provide us and the information that we collect from you, including personal information, to provide service to you, and comply with legal obligations. Our Services require us to communicate with our Users via text message. We may also use text message communication to notify you about certain activity regarding our Services, inform you of changes to our policies and procedures, or otherwise facilitate the operation of the Services.

22. Contact Information
For any inquiries about these Terms, contact us at info@astrawellbeing.com

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