Terms & Conditions

These WISP TERMS AND CONDITIONS (“Agreement”) concern the helloWisp.com website (together with its pages and features, “Site”), as well as those certain products and services provided on, through or in relation to the Site . This Agreement is made and entered into by and between you and any person helping you visit, access, register with and/or use the Site (collectively, “you” or “your”), on the one side, and Wisp, Inc. (“Wisp”), on the other side. You and Wisp are sometimes referred to herein each as a “Party” and together as the “Parties.”

Please read this Agreement carefully before accessing or using the Site because it constitutes a legally binding agreement between you and Wisp. When you create, register or log into an account through the Site you are automatically accepting and agreeing to the most-recent version of this Agreement.

Similarly, by visiting, accessing, registering with or using the Site you are automatically accepting and agreeing to the most recent version of this Agreement, and your continuing visit, access, registration with or use of the Site reaffirms your acceptance and agreement in each instance.

If you do not accept and agree to this Agreement in its entirety, then you are strictly prohibited from visiting, accessing, registering with and/or using the Site.

Wisp may supplement, amend or otherwise modify this Agreement at any time. Such modifications will be posted on this or a similar page of the Site , as applicable, emailed to the email address associated with your User Account (defined below) or posted to your User Account (defined below), and shall be deemed effective as of their stated effective or modification date. It is your responsibility to carefully review this Agreement and your User Account (defined below) each time you visit, access, register with or use the Site .

Eligibility.

The Site is offered only to users eighteen (18) years of age or older, or otherwise the age of majority in their respective jurisdictions, and who have accepted this Agreement. By visiting, accessing, registering with or using the Site , or by purchasing or using any products or services through the Site , you represent and warrant to Wisp that you meet these eligibility requirements. You agree to comply with all applicable laws for visiting, accessing, registering with and using the Site and for purchasing any products or services through the Site , and you may only use them for lawful purposes.

Privacy.

Wisp respects your privacy and the use and protection of your personal information. Wisp's policies concerning the collection and use of your personal information in connection with the Site are set forth in the Privacy Policy, which you should carefully review each time you visit, access or use the Site .

Your Devices.

Certain portions of the Site may be configured for, and Wisp may offer the Site through, computers, tablets, smart phones and/or other electronic devices (“Device(s)”), and this Agreement shall apply with equal force and measure to your visit, access, registration with and use of the Site through such Devices. You are responsible for obtaining and updating the Device, software, operating system, carrier and network access necessary to properly access and use the Site . Wisp does not guarantee that the Site, or any portions thereof will function on or in connection with any particular Device, software, operating system, carrier, or network. If you visit, access or use the Site through a particular Device, then you hereby acknowledge and agree that information about your use of the Site through that Device or its carrier or network (such as, by way of example only, the identity of your Device or its carrier or network) may be communicated to Wisp and/or certain third parties. All or any part of the voice, message, and data fees, rates, charges and taxes of your Device’s carrier or network, or another third party, may apply to your visit, access, registration with and/or use of the Site . Wisp is not responsible for, and you further accept full responsibility for, all Device, carrier and network fees, rates, charges and taxes which may apply, if any.

Ownership.

The Site, and all elements and derivatives thereof (including, without limitation, all content, information, source codes, object codes, data, instructions, documentation and expressions), as well as all copyrights, trademarks, trade secrets and other intellectual properties of the foregoing, are owned, licensed or permissibly used by Wisp. In no event shall you have or retain any rights, titles or interests in or to the foregoing other than those limited rights expressly granted to you under this Agreement. No rights or permissions granted to you under this Agreement are coupled with an interest. Nothing contained in this Agreement shall be construed as a waiver or limitation of Wisp’s or its licensors’ respective rights and remedies under applicable law.

Rights, Permissions, and Consents

License of the Site.

Subject to the terms and conditions of this Agreement, and any associated payment and registration obligations as imposed by or with the prior consent of Wisp, Wisp grants you a limited, non-exclusive, personal, freely-revocable, non-transferable and non-sub-licensable license to access and view the various publicly displayed pages of the Site, and to view the information and content found thereon. If you have a User Account (defined below) in good standing, then said license shall extend to the subscription-only pages of the Site. Your unauthorized use of the Site, or any breach by you of this Agreement, automatically terminates this license.

License of User Materials.

All names, photographs, information, communications and any other content that you submit to or publish on or through the Site, or that you submit to or publish on an online social media account (e.g., Facebook, Twitter, Instagram) that you own and link or otherwise associate with the Site, or your User Account (defined below), including any medical information you provide via the Site, if any and as applicable, is hereinafter defined as the “User Materials.” You hereby grant Wisp an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, perpetual and universe-wide license for Wisp to host, store, reproduce, transmit, distribute, sell, resell, license, sublicense, market, modify, adapt, create derivative works, communicate, publish, syndicate, publicly perform, publicly display, archive and otherwise use and exploit all or any part of such User Materials and any elements and derivatives thereof in any manner, medium or form, whether now known or hereinafter devised, as Wisp sees fit in its sole discretion. As further described in the Site’s Privacy Policy, Wisp may dispose of or delete any such personal information or non-personal information at any time, except as set forth in any other agreement or document executed by Wisp or as required by law.

Reservation of Rights.

Nothing in this Agreement shall restrict or limit Wisp’s rights, titles or interests in or to the Site,, the User Materials or any elements or derivatives of the foregoing.

Warnings; Disclaimers.

Please note that the User Materials might become the subject of public disclosure. Thus, other than as set forth in any other agreement executed by Wisp or as required by law, neither Wisp nor its successors, assigns, transferees, or licensees are responsible for, and expressly disclaim any liability arising from or in connection with, its/their use of any User Materials in accordance with the terms and conditions of this Agreement.

Suspension or Termination of Service.

Wisp has the right, but not the obligation, to suspend or terminate the function or existence of all or any part of the Site, and/or your User Account at any time, and without notice or recourse, as Wisp deems advisable in its sole discretion. Wisp shall not be liable to you or any third party(s) for any loss or damage that is caused by or arises from or in connection with any such suspensions or terminations (including, without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in or loss of service or loss of content).

Hemlock Medical Pages

Within the Site are certain pages or features wherein Hemlock Medical, Inc may offer certain health- or healthcare-related products or services: Hemlock Medical, Inc. These certain pages or features are referred to herein collectively as the “Hemlock Medical Pages.” The online technological platforms and associated applications of the Hemlock Medical Pages, as found within the Site, are provided and operated by Wisp as a service to Hemlock Medical, and Hemlock Medical is merely a licensee thereof. However, all communications, statements, materials, and transactions published or conducted on, through or in relation to the Hemlock Medical Pages and any products or services offered, sold, marketed or provided on, through or in relation to the Hemlock Medical Pages are those of Hemlock Medical and not Wisp. Wisp is not a party to or responsible for any such communications, statements, materials, transactions, products, or services. Likewise, all communications, statements, materials, and transactions published or conducted on, through or in relation to the Site (other than the Hemlock Medical Pages) and any products or services offered, sold, marketed or provided on, through or in relation to the Site (other than the Hemlock Medical Pages) are those of Wisp and not Hemlock Medical.

User Account

Registration.

As explained further above, to secure the right to access and use the subscription-only pages of the Site, you must, in addition to subscribing to Wisp (as further described in section 9 below), register with and create a personal user account with Wisp through the Site (“User Account”), as well as further acknowledge your acceptance of and agreement to this Agreement and those additional terms, conditions and policies referenced herein, as Wisp may require from time-to-time. As part of the registration process, you may be required to satisfy certain conditions precedent imposed by Wisp (including, for example, providing additional information to Wisp, and entering into additional agreements with Wisp or Hemlock Medical). Unless otherwise permitted by Wisp in writing, you may only have one (1) non-transferable User Account.

User Account Activity and Information

You are responsible for all activity that occurs under your User Account and prohibited from authorizing or allowing any third party to access or use your User Account. Accordingly, you should take all steps necessary to protect and keep secret your User Account details and access information (including your login name and password). You should also maintain accurate, complete, and up-to-date information in your User Account (including, without limitation, maintaining a valid and current payment method and email address) because your failure to do so may result in your inability to access, use and/or receive all or any part of the Site and/or Wisp’s termination of this Agreement. For security purposes, you shall immediately notify Wisp if you suspect a third party has gained access to or is using your User Account without authorization. For the avoidance of doubt, Wisp has the unencumbered right to access and use, and to allow its agents, employees, representatives, contractors, and vendors to access and use, the information in your User Account in order to facilitate the exercise and performance of Wisp’s rights and obligations under this Agreement, the operation of the Site, and/or any other the rights, obligations and services related to the subject matter of this Agreement (including, without limitation, payments, and communications).

Indemnification.

If you fail to comply with any terms or conditions above (whether intentionally or unintentionally), then you accept full responsibility for the consequences thereof (including, without limitation, any unauthorized charges and payments, any unauthorized changes to your User Account information and settings and any unauthorized access or use of your User Account), and agree to indemnify, release and hold harmless Wisp and Wisp’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable outside attorney fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with your failure to comply with such terms or conditions.

Subscriptions.

Subscription Plans. As explained further above, to secure the right to access and use the subscription-only pages of the Site, and to maintain your User Account in good standing, you must subscribe to Wisp for a period of either: (a) one (1) month pre-paid with a month-to-month auto renewal, or (b) three (3) months prepaid with a month-to-month auto renewal.

Accordingly, you understand and acknowledge that Wisp will charge you a recurring subscription fee in exchange for your right to access and use the subscription-only pages of the Site in accordance with this Agreement (the “Subscription Fee(s)”).

At the start of each subscription period, Wisp will charge the Subscription Fee to your credit card or debit card on file with Wisp, as identified in your User Account; the payment transaction will be facilitated through an online payment processing application that is provided by a third-party vendor(s) and accessible through the Site; and you will receive a receipt through your User Account.

Managing Your Subscription

You may also choose to delay the fulfillment date of your subscription by logging into your Wisp Account and accessing the Subscriptions section titled “Change Refill Date”.

Canceling Your Subscription

In the event that you no longer want or need your subscription, you may cancel your subscription by logging into your Wisp Account and accessing the My Profile section.

You may also contact Wisp at support@hellowisp.com no later than 48 hours prior to your next scheduled renewal. The next date of your renewal is available to you through your Wisp Account under the Subscriptions section. Requests for cancellations that are received with less than 48 hours notice to the date of renewal will not be honored.

Payments.

Third-Party Payment Processing Vendor. All credit card, debit card and other monetary transactions on or through the Site – whether with Wisp or Hemlock Medical – occur through an online payment processing application that is provided by a third-party vendor(s) and accessible through the Site. Wisp’s relationship with its third-party payment processing vendor(s), if any, is merely contractual in nature, as it is nothing more than a third-party vendor and is in no way subject Wisp’ direction or control; thus, their relationship is not, and should not be construed as, one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers, contractors or the like.

Refusal of Products and Services.

Wisp has the right to refuse its products and services (including, without limitation, the Site, and any products and services offered by Wisp) if it suspects that you are in any way involved in fraudulent or illegal activity, including, but not limited to, the use of stolen credit cards or prescription medication fraud. Wisp may contact your payment method issuer, law enforcement, or others and share information relating to your payments if Wisp believes doing so will prevent a violation of the law or financial loss. Hemlock Medical has the right to deny treatment (including, without limitation, on any products and services offered by Wisp) if the clinician reviewing your request believes that this treatment option may not be medically advisable based on your medical history. The clinician will provide a reason for the denial and a recommendation for alternative services should your treatment request be denied.

Payment Authorization.

If you provide Wisp with your payment information, then you authorize Wisp to do the following as Wisp deems necessary, although Wisp has no obligation to do so: (a) share your payment information with Hemlock Medical, especially if you purchase any products or services from Hemlock Medical on or through the Site ; (b) share your payment information with the third-party payment processing vendor(s); and (c) obtain your updated payment information from your payment issuer, the third-party payment processing vendor(s) and/or applicable third-party providers.

Payment Obligations.

You agree that you are responsible for all amounts that accrue under your account(s) with Wisp, Hemlock Medical, the third-party payment processing vendor(s) and/or other third parties on or through the Site . You also agree to be responsible for all payments, fines, penalties and other liabilities incurred by any such person or entity that arises out of or relates to payments that you authorize or accept on or through the Site, including, without limitation, all fees, penalties, taxes and duties; and to be responsible for all expenses (including costs and reasonable outside attorney fees) and interest incurred by any such person or entity to collect any overdue amounts.

Accurate Payment Information.

You represent and warrant to Wisp that any payment information you provide on or through the Site is current, complete and accurate; and that you will promptly notify Wisp if your payment information has changed (such as a change in address or expiration date), if your payment method has been canceled, or if you become aware of a breach of security.

Refunds.

All sales and payments made on, through or regarding the Site, and/or your User Account are final, irrevocable and not subject to refund.

Waiver of Claims; Unauthorized Payments.

To the fullest extent permitted by law, you agree to waive all claims against Wisp related to any unauthorized payments made on or through your account(s) with Wisp, Wisp’s third-party payment processing vendor(s), Hemlock Medical or any other third parties and/or any other person or entity, regardless of whether they are authorized or unauthorized.

Unauthorized Payments.

You may submit a claim of the unauthorized payment to Wisp, and Wisp will undertake a reasonable investigation as it sees fit under the circumstances of and, if Wisp deems appropriate, assist in correcting the alleged unauthorized payment, provided that such claim (“Unauthorized Payment Claim”) is received by Wisp within fifteen (15) days of the subject charge or payment.

You may submit by email to “support@hellowisp.com” and clearly state the following in the text of the email: a) the date and approximate time of the subject transaction; b) a detailed explanation for why you believe the charge or payment made under the subject transaction is unauthorized the monetary amount of the subject transaction you believe is subject to a refund; c) Your name, street address, city, state, zip code and email address. Wisp is not responsible for any Unauthorized Payment Claim that is incomplete, incorrectly labeled, incorrectly sent (including if sent by mail, telephone or any means of communication other than email) or untimely.

Returns or Exchanges

If you have received a product in error, you may contact support@hellowisp.com within fifteen days of receipt with the following information: a) invoice or receipt number; b) the products or services related to the transaction; c) an explanation of what you received; d) a photo of of the product received e) and your name, street address, city, state, zip code, phone number, and email address.

Wisp will undertake a reasonable investigation as it sees fit under the circumstances of and, if Wisp deems appropriate, assist in correcting the error with a replacement of your product. If Wisp determines that a return of your product is required, you will be provided with a return shipping label on behalf of our pharmacy partner.

Otherwise, due to the nature of our products, Wisp does not accept returns. Should you need to dispose of medications that you ordered and received but that you no longer need, please follow the instructions posted by the FDA here: https://www.fda.gov/drugs/safe-disposal-medicines/disposal-unused-medicines-what-you-should-know

Communications

Electronic Communications. Express Consent.

You hereby expressly consent to Wisp sending or otherwise communicating with you for any purpose (including, without limitation, for advertising, telemarketing, or other marketing or promotional purposes, or for sending or notifying you about special offers, updates, newsletters or other informational purposes, for treatment, prescription notifications (including the need for a refill or renewal of an expired prescription), or for accounting, billing, debt collection, or other financial content via any electronic means or forms as Wisp deems appropriate in its sole discretion, whether through the Site, through your User Account, by personal communication, by email, by automatic telephone dialing system, by artificial or prerecorded voice, by online social media, by text message (e.g., short message service a/k/a SMS, and multimedia messaging service a/k/a MMS) or by other electronic media means or forms. By giving such consent, you agree that no such communication shall violate the Telephone Consumer Protection Act, the CAN-SPAM Act, or any other applicable laws, rules, or regulations. Voice, message, and data fees, rates, charges, and taxes may apply to you, and you are responsible for payment of the same. You are not required to grant the foregoing consent as a condition for purchase or license of any Wisp products or services.

Mobile Terms of Service

The Wisp mobile message service (the "Service") is operated by Wisp (“Wisp”, “we”, or “us”). Your use of the Service constitutes your agreement to these terms and conditions (“Mobile Terms”). We may modify or cancel the Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time and your continued use of the Service following the effective date of any such changes shall constitute your acceptance of such changes.

By consenting to Wisp’s SMS/text messaging service, you agree to receive recurring SMS/text messages from and on behalf of Wisp through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. Text messages may be sent using an automatic telephone dialing system or other technology. Promotional messages may include promotions, specials, and other marketing offers (e.g., cart reminders).

You understand that you do not have to sign up for this program in order to make any purchases, and your consent is not a condition of any purchase with Wisp. Your participation in this program is completely voluntary.

We do not charge for the Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider.

You may opt-out of the Service at any time. Text the single keyword command STOP to 78269 or click the unsubscribe link (where available) in any text message to cancel. You'll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. If you have subscribed to other Wisp mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms.

For Service support or assistance, text HELP to 78269 or email support@hellowisp.com.

We may change any short code or telephone number we use to operate the Service at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages.

The wireless carriers supported by the Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the program with your new number.

To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Service, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.

We respect your right to privacy. To see how we collect and use your personal information, please see our Privacy Notice.

Email Opt-Out.

You may opt-out of receiving any emails as described in section 12(a) above any time by following the opt-out instructions in any such emails you have received and would like to opt-out of. You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Site, , your User Account, Wisp’s products or services, and/or your ability to receive certain messages and/or notifications from Wisp.

Text Message Opt-Out.

You may opt-out of receiving any text messages (e.g., short message service a/k/a SMS, and multimedia messaging service a/k/a MMS) as described above at any time by following the opt-out instructions in any such text messages you have received and would like to opt-out of.

You acknowledge that opting out of receiving any such communications may impact your receipt, the success, and/or the performance of all or any part of the Site, , your User Account, Wisp’s products or services, and/or your ability to receive certain messages and/or notifications from Wisp.

Other Opt-Outs.

You may opt-out of receiving any communications besides those described in sections above at any time by providing Wisp with an email to support@hellowisp.com. Further, for certain telephone communications (e.g., communications by automatic telephone dialing system), you may opt-out by providing Wisp with an email to support@hellowisp.com. You acknowledge that opting out of receiving any of those communications may impact your receipt, the success, and/or the performance of all or any part of the Site, your User Account, Wisp’s products or services, and/or your ability to receive certain messages and/or notifications from Wisp.

Code of Conduct

Wisp and Hemlock Medical expect patients, and/or users of our platform, to refrain from unacceptable behaviors that are disruptive or pose a threat to the rights or safety of staff.

As a user of the Wisp platform, please consider the following: a) Questions about your clinical care or treatment options should be addressed to the clinical team within the Secure Messaging portal in your Wisp account. b) Questions about payments and refunds should be addressed to the Patient Support team over email at support@hellowisp.com. c) Questions or concerns related to privacy or legal matters should be addressed to the Privacy team at privacy@helloWisp.com.

Wisp follows a zero-tolerance policy for aggressive behavior directed by users and/or patients against our staff. The following behaviors are prohibited:
a) Intimidating or harassing staff b) This can include using obscene or profane language over phone calls, letters, voicemail, email, social media posts, and/or Secure Message. c) Making threats of violence through phone calls, letters, voicemails, emails, social media posts, and/or Secure Message. d) Making verbal or written threats to harm another individual e) Making racial or cultural slurs or other derogatory remarks related to sexual orientation or gender identity.

Should the above behaviors occur, users with an active Wisp account will have their access deactivated and will not be permitted to use the platform going forward. If your access to your account is revoked, and you would like a copy of your medical records, please contact privacy@helloWisp.com. If available, medical records will be compiled and sent within 10 business days.

Additionally, you shall not engage in any of the following activities at any time with respect to the Site : (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Wisp or its licensors with respect to the Site ; (c) the reproduction of the Site, or any data or content found thereon or therein, in whole or in part, or the creation of any derivatives works of the foregoing (unless expressly authorized by Wisp herein); (d) the publication of any content that is objectionable or illegal (including, without limitation, content that is indecent, obscene, infringing, an invasion of privacy, defamatory, disparaging, false, deceptive, misleading, untruthful, fraudulent, threatening or abusive); (e) the publication of a person’s or entity’s personal information or private facts without his/her/its prior written consent; (f) the publication of any machine, computer or randomly generated content; (g) supplying or publishing any information or statements to or through the Site that is false, misleading, deceptive or incorrect; (h) any act that constitutes a commercial activity; (i) any act intended or designed to drive traffic to or boost the search rankings of third-party websites, networks, platforms, servers or applications; (j) the systematic retrieval or copying of any information or content found on or through the Site, or any servers which may host the Site to directly or indirectly create or compile, in whole or in part, a collection, compilation, database or directory; (k) the use of any software, program, process, device, application or routine (including, by way of example only, robots, scrapers, spiders, viruses, spyware and malware) to monitor, copy, disrupt, damage, injure, interfere with or impermissibly access, in whole or in part, the Site, , any servers which may host the Site , or any data or content found thereon or therein; (l) any act that involves or concerns decrypting, security bypassing or circumventing, hacking, data mining, data scraping, data harvesting, reverse engineering, decompiling, disassembling, attempting to derive source code, modifying, copying or the like in relation to the Site, , or any servers which may host the Site ; (m) any act that overloads, unreasonably disrupts, or unreasonably interferes with the infrastructure of the Site, , or any servers which may host the Site ; (n) any act that gains or attempt to gain unauthorized access to computer systems, networks, information or materials through the Site, or any servers which may host the Site ; or (o) any other act that Wisp becomes aware of and believes in good faith is improper, illegal or harmful to the Site, , any servers which may host the Site , any person or entity or the property of any person or entity.

Linked Technologies

The Site may contain links to third-party websites, networks, platforms, servers and/or applications (“Linked Technologies”). The Linked Technologies are not under the control of Wisp. The Site only contains these links as a convenience to you.

Disclaimer About Linked Technologies.

Wisp is not responsible for any information, content, goods, services, promotions, advertisements, programs, codes or other items which may be found on or excluded from the Linked Technologies (including, without limitation and by way of example only, malicious software, spyware programs, inaccurate information and illegal content). Wisp does not make, nor has Wisp made, any representations or warranties (express, implied or otherwise) concerning the terms of use or service, privacy policies, agreements, information, content, goods, services, promotions, advertisements, programs, codes or other items which may be found on or excluded from the Linked Technologies; nor shall the fact that the Site links to any Linked Technologies constitute an affiliation with, association with or endorsement of such Linked Technologies or any information, content, goods, services, promotions, advertisements, programs, codes or other items which may be found on or excluded from such Linked Technologies. If you decide to access any Linked Technologies, then you do so at your own risk.

Take Down.

Wisp reserves the right, but not the obligation, to take down or otherwise exclude from the Site , without notice or recourse, any communications, names, photographs, information and/or content made or submitted by you or others on or through the Site which Wisp believes at any time and in its sole discretion to be infringing or otherwise in violation of the proprietary, privacy or publicity rights of any person or entity; plagiarizing; defamatory; disparaging; embarrassing towards any person or entity; disclosing of confidential, private or personal information about or belonging to any person or entity; profane; indecent; obscene; racist, sexist, or otherwise derogatory in terms of race, nationality, religion, gender, gender identification, sexual orientation or otherwise; threatening; abusive; illegal; false; misleading; deceptive; inciting violence; hate speech; and/or a political attack on a group or individual.

Copyright Infringement.

Wisp respects the copyrights of others, and prohibits users from uploading, posting, distributing, or otherwise transmitting any materials on or through the Site , or from engaging in any activities on or through the Site , which violate the copyrights of others. It is the policy of Wisp to terminate, and Wisp reserves the right to terminate without penalty or recourse, in appropriate circumstances the right of any subscriber and account holder (which may include, without limitation, you) to access, register with, and use the Site who is a repeat copyright infringer. And if Wisp becomes aware that a user who is not a subscriber or account holder (which may also include, without limitation, you) is a repeat copyright infringer, then it is the policy of Wisp to take reasonable steps within its power to terminate, and Wisp reserves the right to terminate without penalty or recourse, in appropriate circumstances the right of that user to access and use the Site . The following procedures shall apply in the event that you or another person or entity alleges that the reproduction, public performance, public display, digital transmission, or other use of a work found on the Site infringes your copyright, the copyright of said person or entity, or any other intellectual property right owned by you or said person or entity. These procedures are intended to comply with 17 U.S.C. § 512 and any other applicable laws. By visiting, accessing, registering with, or using the Site , you are automatically agreeing to comply with the following procedures.

Takedown Notice (Materials).

To report any materials on the Site or App that violate the copyrights of others, you must send Wisp a written communication that includes substantially the following:A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; andA statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Takedown Notice (Information Location Tools).

To report any information location tools (e.g., hyperlinks) on the Site that refer or link users to an online location containing infringing material or infringing activity, you must send Wisp a written communication that includes substantially the following: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;Identification of the reference or link, to material or activity claimed to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate that reference or link;Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; andA statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counter-Notice.

If you believe that any material you have uploaded, posted, distributed, or otherwise transmitted on the Site has been removed by mistake or misidentification, and if you have the right to upload, post, distribute or otherwise transmit the material at issue, then you may send Wisp a written communication that includes substantially the following: A physical or electronic signature of the subscriber;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 to it was disabled;A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; andThe subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under 17 U.S.C. § 512(c)(1)(C) or an agent of such person.

Copyright Administrator.

The foregoing written communications (i.e., the above-described takedown notice, and the above-described counter-notice) must be sent to the following designated agent of Wisp: Wisp, Inc., attn.: Copyright Agent, email: Copyright@helloWisp.com.

User Representations, Warranties, and Covenants.

You represent, warrant and covenant to Wisp that: (a) you are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction; (b) you have read and understand this Agreement in its entirety; (c) you have the full right and authority to enter into and abide by the terms and conditions of this Agreement; (d) you understand and acknowledge that by accepting this Agreement you are giving up certain legal rights and remedies; (e) you voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Agreement; (f) you will not violate any applicable international, federal, state or local laws which may concern the Site, any servers which may host the Site or any information, communications or content found on or through them; (g) you are the exclusive owner of all rights, titles and interests in and to the User Materials (including, without limitation, all copyrights, trademarks, patents, trade secrets, rights of publicity and rights of privacy) and/or, if applicable, have secured all necessary rights and permissions from all subjects depicted in, and all persons and entities who contributed to, the User Materials to allow for your performance and grant of rights hereunder; (h) the User Materials are wholly original to you; (i) the User Materials do not and will not infringe upon or otherwise violate the proprietary, publicity, or privacy rights of any person or entity; (j) the User Materials do not and will not defame, disparage, embarrass or disclose confidential, private or personal information about or belonging to any person or entity; (k) nothing contained in the User Materials is or will be, or contains or will contain, links to material that is, profane, indecent, obscene, threatening, abusive, illegal, false, misleading or any form of spam, malware, virus, bug, bot, spyware or other malicious or tracking technology; (l) Wisp is not required to seek the permission of or compensate any third party(s) to exercise any of the rights granted by you under this Agreement; (m) no obligation, disability, agreement or adverse claim exists that may restrict your performance or grant of rights hereunder; (n) all information you provide to Wisp in connection with your access or use of the Site is truthful and accurate; and (o) you are not listed on any United States government list of prohibited or restricted parties.

Disclaimers and Limitations of Liability

General Disclaimer.

Your visit, access, registration with or use of the Site in any way is done at your own risk. The Site, , the success or performance of the Site and all information, communications, content, features, products and services offered, sold and/or licensed on or through the Site are provided to you on an “as is,” “where is,” “as available,” and “with all faults” basis. Wisp does not make, nor has Wisp made, any representations or warranties of any kind or nature (whether direct or indirect, oral or written or express or implied) to you with respect to the Site, , the success, performance, functionality, reliability or safety of the Site or any such information, communications, content, features, products or services. Wisp expressly disclaims any and all express warranties, implied warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, good faith and fair dealing, title, non-infringement, quality, accuracy, reliability and performance) and warranties arising from conduct, course of dealing, custom and usage in trade with respect to the Site, , the success, performance, functionality, reliability or safety of the Site and any such information, communications, content, features, products and services. Wisp does not make, nor has Wisp made, any affirmation of fact or promise relating to the Site, , the success, performance, functionality, reliability or safety of the Site or any such information, communications, content, features, products or services that has become any basis of this bargain. There are no warranties (express, implied or otherwise) concerning the Site, , the success, performance, functionality, reliability or safety of the Site or any such information, communications, content, features, products or services that extend beyond the face of this Agreement.

Disclaimer About Wisp Products and Services.

All descriptions, images, references, features, content, specifications, products, and prices of any products or services offered by Wisp (or possibly Hemlock Medical) on or through the Site are subject to change at any time and without notice to you. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services through the Site does not imply or warrant that they will be available. Any medical products are provided subject to all warnings, limitations, and restrictions published or provided by the manufacturer thereof. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any product or service ordered or purchased through the Site . Wisp reserves the right, with or without prior notice to you, to do any one or more of the following: (i) limit the available quantity of or discontinue any such product or service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar you from making or completing any transactions through the Site ; and (iv) refuse to provide you with any such product or service.

Disclaimer About System Delays.

You understand and acknowledge that the Site may be subject to limitations, delays and other problems inherent in the use of third-party communication networks and facilities that are outside of Wisp’s control. Accordingly, Wisp shall not be responsible for, and expressly disclaims, any delays, failures, losses, injuries, liabilities or damages associated with the Site which result from any system delays, downtimes, interruptions or other failures of or problems with the Site which are outside of Wisp’s control (including, without limitation, scheduled maintenance or network failure).

Service Level Agreements.

Users can expect an initial response over email or secure message within their Wisp account within 1 business day of submission. Within asynchronous care states, users can expect an initial response from a clinician within 1 business day. Within synchronous care states, users can expect an initial response from a clinician within 3 business days. For orders that are shipped, users can expect to receive their package within 5 business days via USPS. Disclaimer About Certain Information, Communications and Content. Any opinions, advice, reviews, statements, offers or other information, communications or content found on, through or in relation to the Site , in any marketing or promotional materials concerning Wisp, Hemlock Medical, the Site, or any third-party providers (including, without limitation, advertisements, and social media pages) or made or provided during the course of your visit, access, registration with or use of the Site are those of their respective authors, and not necessarily those of Wisp, and, thus, should not necessarily be relied upon. Such authors are solely responsible for the accuracy of such information, communications or content. Wisp does not guarantee, adopt or endorse the accuracy, completeness, reliability or usefulness of any such information, communications or content, even if Wisp is the author. Wisp is not responsible for the accuracy, completeness, reliability or usefulness of any such information, communications or content. Such information, communications or content is not intended to convey medical advice and is provided for general informational purposes only. Such information should not be relied on as medical advice for any reasons. Please contact a medical professional if you have questions pertaining to a medical issue or to discuss how any of the information, communications or content relates to you. Under no circumstances shall Wisp be liable to you or any third parties for any loss or damage caused by or arising from or in connection with your reliance on any such information, communications or content. Wisp does not provide any services for which a medical license is required.

Limitation of Liability.

In no event shall Wisp or any of Wisp’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees be held liable to (or be obligated to indemnify) you or any third party for any direct, indirect, punitive or special damages (including, without limitation, legal costs, attorney fees, lost profits, replacement costs or repair costs) caused by or arising from or in connection with: (a) your access, inability to access, registration with, inability to register with, use or inability to use the Site ; (b) the unauthorized access to or alteration of your information; (c) any statements, content or conduct of any third party on, through or in relation to the Site or made or provided during the course of your visit, access, registration with or use of the Site ; (d) any hacking, denial of service attacks, data security breaches or other third-party conduct that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), network(s) or User Account; (e) any transmission, download or infection of any software, system, program, file, process, device, application or routine (including, without limitation and by way of example only, robots, scrapers, spiders, viruses, spyware and malware) that may lead to a compromise of your personal information or damage to your Device(s), software, operating system(s), file(s), carrier(s), network(s) or User Account; (f) the fact that you have relied on any information or content found on, through or in relation to the Site or made or provided during the course of your visit, access, registration with or use of the Site ; or (g) any acts, errors or omissions of Hemlock Medical or any third-party providers, if any; or (h) any products or services offered or sold by Wisp on or through the Site . If you are dissatisfied with the Site, or any products or services offered or sold by Wisp on or through the site , then your sole and exclusive remedy against Wisp and/or Wisp’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees is to discontinue your access and use of the Site, and those products and services.

No Injunctive Relief.

If Wisp breaches or otherwise violates this Agreement, then you shall not be entitled to seek or obtain, and you do hereby waive, any type of injunctive relief against the Site as a result of such breach or other violation. For the avoidance of doubt, the foregoing limitation on injunctive relief does not limit your ability to seek or recover any monetary remedies authorized by law in the event of any such breach or other violation (except for those which are otherwise expressly precluded by this Agreement).

Limitation of Remedies.

If Wisp breaches or otherwise violates this Agreement, then in no event shall you be entitled to recover any special, incidental, consequential, speculative or punitive damages arising out of or in relation to such breach or other violation, even if Wisp has been notified of the possibility of such damages.

Consumer Protections.

The disclaimers and limitations set forth in this section 18 are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.

General Release of Claims.

You hereby release and hold harmless Wisp and Wisp’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, personal injury, property damage, negligence and/or any other legal theory arising from or in connection with the Site, , the products or services offered or provided on or through the Site and/or the rights and privileges granted or conveyed by you under this Agreement (including, without limitation, those rights and privileges relating to the User Materials and/or any elements, derivatives or marketing of the foregoing). Further, you waive your right to, and in no event shall you seek to, enjoin Wisp, any of Wisp’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees or any exercise of the rights or privileges granted or conveyed by you under this Agreement (including, without limitation, the User Materials).

Indemnification.

You hereby agree to indemnify, release and hold harmless Wisp and Wisp’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable outside attorneys’ fees) incurred by such indemnitees, or asserted against such indemnitees by third parties, arising out of or in connection with (a) your acts, errors or omissions, (b) your use of the Site, or any products or services offered or provided on or through the Site in any manner contrary to the terms and conditions of this Agreement, (c) your violation of the rights of or other injury to any third party, and/or (d) your breach of all or any part of this Agreement.

Term; Termination; Survival.

This Agreement shall continue and remain in effect until it is terminated in accordance with the terms and conditions of this Agreement. Wisp may terminate this Agreement at any time, for any or no reason, and without notice to you (including, without limitation, if Wisp believes that you have violated or acted inconsistently with any term or condition of this Agreement). You may terminate this Agreement at any time and for any or no reason by canceling your subscription with Wisp, with such cancellation being affected by you through your timely use of the cancellation feature of your User Account. If this Agreement is terminated for any reason, then all rights granted to you under this Agreement shall automatically revert back to Wisp, and the following shall survive in perpetuity: (a) all defined terms under this Agreement; (b) all rights and privileges under this Agreement which were granted to and/or accrued in favor of Wisp and/or any of Wisp’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees as of the date of this Agreement’s termination; (c) all payments which accrued as of the date of termination; (d) all disclaimers, limitations of liability and limitations of remedies; and (e) all representations, warranties, covenants, certifications, releases, indemnifications and promises made by you under this Agreement.

Governing Law and Dispute Resolution.

This Agreement, the additional terms, conditions, and policies referenced herein (including, without limitation, the Site’s ’s Privacy Policy), your access or use of the Site, and/or the Hemlock Medical Pages, your transactions on, through or in relation to the Site, and/or the Hemlock Medical Pages, your purchase or use of any products or services offered, sold, marketed or provided on, through or in relation to the Site, and/or the Hemlock Medical Pages, all information disclosed or received on, through or in relation to the Site, and/or the Hemlock Medical Pages (including, without limitation, personal information, and non-personal information), all content found on, through or in relation to the Site, and/or the Hemlock Medical Pages, all information, communications and statements made on, through or in relation to the Site, and/or the Hemlock Medical Pages (including, without limitation, your express consent to Wisp sending or otherwise communicating with you via any electronic means or forms, e.g., email, telephone, text message), the Parties’ relationship, and/or all disputes, controversies and claims arising from or concerning any or all of the foregoing (whether grounded in contract, tort, statute, law or equity) shall be governed, interpreted, construed and enforced in accordance with the laws of the State of California in the United States of America and applicable federal law of the United States of America, regardless of its place of execution, its place of performance and any conflicts of law analysis. For the avoidance of any doubt, the United Nations Convention on Contracts for the International Sale of Goods shall have no application whatsoever. Any dispute or claim relating in any way to your use of Wisp’s or Hemlock Medical’s services will be adjudicated in the state or Federal courts in San Francisco County, California, and you consent to exclusive jurisdiction and venue in these courts.

Miscellaneous. Excused Performance.

Wisp is hereby excused for any failure to perform under this Agreement to the extent that its performance is prevented by any reason outside of its reasonable control or that may be characterized as a force majeure event.

Assignment and Delegation.

You shall not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement without Wisp's prior written consent in each instance.

Construction and Interpretation.

This Agreement shall be construed to have been drafted by all of the Parties, so that any rule of construction or interpretation that construes or interprets ambiguities against the drafter shall have no force or effect.

Headings.

Section headings are inserted in this Agreement for reference and convenience only and shall not interpret, define, limit or describe the scope, intent, terms or conditions of this Agreement.

Severability.

If any term or condition of this Agreement is deemed invalid or unenforceable by a court of law or arbitrator (as applicable) with binding authority, then the remaining terms and conditions shall not be affected, and said court of law shall reform the invalidated or unenforceable term or condition to the maximum extent permitted under the law and consistent with the intent of this Agreement.

Entire Agreement.

This Agreement, together with those additional terms, conditions, and policies referenced herein and/or made available herein by hyperlink (including, without limitation, the Site’s Privacy Policy), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof; supersedes any prior agreements and understandings, if any, between the Parties with respect to such subject matter; and shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

Contact Us

Please direct any questions you may have about the Site or this Agreement to any one of the following: By email: support@hellowisp.com, with a subject line of “Website Question.” By phone: (415) 209-5810 The foregoing contact information may change from time-to-time by supplementation, amendment or modification of this Agreement.

This Agreement was last modified on September 27, 2024