Automate Clinic, PBC, doing business as Closer Clinic (“Closer Clinic,” “the Company,” “we,” “us,” or “our”) operates the website at closer.clinic and the related applications, messaging tools, and technology through which you access our services (together, the “Service”). Automate Clinic, PBC is a management services organization. It does not practice medicine and does not employ or supervise the clinicians who provide care. Clinical care offered through the Service is delivered by Automate Clinic, PC and its affiliated professional entities (collectively, “Automate Clinic Providers”), each of which is independently owned by one or more licensed physicians.

These Terms of Service (these “Terms”) govern your access to and use of the Service. By creating an account, accessing, browsing, or otherwise using the Service, you confirm that you have read and understood these Terms and that you agree to be bound by them. If you do not agree, do not use the Service.

We may revise these Terms from time to time. When we do, we will post the revised version here and update the Effective Date above. Changes take effect when posted. Please review this page periodically; your continued use of the Service after a change is posted means you accept the revised Terms.

Arbitration Notice — Please Read

These Terms include a binding arbitration agreement and a waiver of class actions (see “Dispute Resolution and Arbitration” below). Except for the narrow matters described in that section, you and Closer Clinic agree that disputes between us will be resolved by an individual, neutral arbitrator rather than in court, and that neither of us may bring or participate in a class or representative proceeding. You give up the right to a judge or jury trial for those disputes. You may opt out of arbitration as described in that section.

1. The Company Is Not a Medical Practice

Automate Clinic, PBC provides administrative, technology, and management support to Automate Clinic Providers. It is not a medical group, does not provide medical advice or treatment, and does not control the clinical judgment of any clinician. All diagnosis, treatment, prescribing, and other clinical decisions are made solely by the licensed clinicians of Automate Clinic Providers, who are responsible for the care they deliver.

Automate Clinic Providers comprise one or more professional corporations or professional associations organized state by state and owned by licensed physicians, as required by the laws governing the corporate practice of medicine. There is no single clinician or practice named “Closer Clinic”; care is rendered by the individual clinicians affiliated with Automate Clinic Providers.

The Service, and any care delivered through it, is not a replacement for an ongoing relationship with a local primary care provider. We encourage you to maintain that relationship for your overall health.

2. Artificial Intelligence and Automated Tools

The Service uses artificial intelligence and other automated tools to support care. These tools may help gather your health history before a visit, organize and summarize your medical information for your clinician, suggest possible questions or considerations, assist with documentation, and support routine administrative tasks such as scheduling and billing.

You should understand the following about our use of these tools:

• A clinician makes the clinical decisions. AI tools assist the clinicians of Automate Clinic Providers; they do not diagnose you, prescribe for you, or make treatment decisions on their own. A licensed clinician reviews relevant information and is responsible for your care.

• AI output can be incomplete or wrong. Automated tools may produce information that is inaccurate, outdated, or not suited to your situation. Information generated by these tools is not medical advice and should not be relied on as a substitute for the judgment of your clinician.

• You consent to automated processing of your information. By using the Service, you agree that we and Automate Clinic Providers may process the information you provide — including health information — using these tools to deliver and improve care, consistent with our Privacy Policy and the applicable Notice of Privacy Practices.

• We may use information to improve the Service. We and Automate Clinic Providers may use information to develop, evaluate, and improve our tools and the Service, including in de-identified or aggregated form. Where information is de-identified so that it no longer identifies you, it is no longer protected health information and may be used and disclosed as permitted by law.

If at any time you would prefer to interact with a person rather than an automated tool, contact us using the details at the end of these Terms.

3. Not for Emergencies

The Service is not designed for medical emergencies or urgent conditions, and care through the Service may not be delivered in real time. Do not use the Service for an emergency. If you think you are having a medical emergency, call 911 or go to the nearest emergency room. Do not delay seeking care or disregard professional medical advice because of anything you read or receive through the Service. Seek follow-up or in-person care whenever your clinician recommends it or your condition warrants it.

4. Privacy and Your Health Information

We respect your privacy. Our collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service you agree to the practices described there.

Health information you share in the course of receiving care is also governed by the applicable Notice of Privacy Practices of Automate Clinic Providers, which describes how protected health information (“PHI”) under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) is used and disclosed and explains your rights regarding that information. That Notice is incorporated into these Terms by reference. Where Automate Clinic, PBC handles PHI as a service provider to Automate Clinic Providers, it does so in accordance with HIPAA.

5. Not Insurance

Closer Clinic is not an insurer and does not offer any insurance plan or product. Amounts you pay in connection with the Service are not insurance premiums. If you want health insurance, you must obtain it separately.

6. Eligibility and Availability

You must be at least 18 years old to use the Service. By using the Service, you represent that you are 18 or older and that you are located in a U.S. state where the Service is available. The Service is offered only within the United States and only in states where the relevant Automate Clinic Providers entity is authorized to provide care; it may not be available in your state. The Service is not available outside the United States, and you may not use it from any jurisdiction where it would be unlawful.

7. The Service

What the Service is. The Service connects you with clinicians of Automate Clinic Providers for telehealth consultations and related care, and provides supporting tools for intake, communication, scheduling, ordering, and billing.

Telehealth. Telehealth means delivering health care using electronic communications between a clinician and a patient who are not in the same place. Telehealth is not appropriate for every condition. A clinician may determine that your situation requires an in-person evaluation, a procedure, or care from a provider other than Automate Clinic Providers, in which case you may be told that the Service cannot address your issue and may be given a referral. Before receiving telehealth care, you will be asked to review and agree to a separate Telehealth Informed Consent, which describes the benefits and risks of telehealth, including risks that transmitted information may be insufficient for a decision, that technical failures may interrupt or delay care, and that, despite reasonable safeguards, the privacy of electronic information cannot be guaranteed.

Prescriptions. Some treatments require a prescription from a licensed clinician. A clinician will prescribe only after a consultation and only if, in the clinician’s judgment, the treatment is appropriate for you. Automate Clinic Providers do not prescribe controlled substances through the Service. Any prescription you receive is for your personal use only. You may have a prescription sent to the pharmacy of your choice. Read all product information and labeling, and contact a clinician or pharmacist with any questions about a prescribed medication.

Laboratory and diagnostic services. Closer Clinic does not own or operate a laboratory. We may help arrange testing through independent, licensed third-party facilities. We do not control those facilities and are not responsible for the services they provide.

Referrals and other providers. We may refer you to, or help you schedule with, health care providers who are not part of Automate Clinic Providers (“External Medical Providers”). We do not control the care those providers deliver, and each is solely responsible for their own care decisions. We make no representations about the suitability or quality of any External Medical Provider.

Accuracy of information. We try to keep the Service accurate and current, but we do not warrant that it is free of errors. The Service may contain inaccuracies or typographical errors, and information may change without notice. If you find an error, please tell us so we can review it. We may correct errors at any time without notice.

Pricing errors. If a service is listed at an incorrect price because of an error, we may refuse or cancel any order placed at the incorrect price, whether or not the order was confirmed or your payment method charged. If we cancel an order for which you were already charged, we will refund the amount charged.

General health information. Any general health information made available through the Service describes broad principles and is provided for reference only. It is not a substitute for an individual clinician’s advice and should not be used to determine treatment for any specific condition. You rely on general information at your own risk.

8. Your Account

To use certain features you must register for an account. You agree to provide true, accurate, current, and complete information and to keep it updated. You are responsible for keeping your password confidential and for all activity under your account, including unauthorized activity if it results from your failure to safeguard your credentials. Your account is personal to you; do not share it or let anyone else use it. Log out at the end of each session, especially on a shared device, and notify us immediately of any unauthorized use or other security breach. We are not liable for losses caused by your failure to meet these obligations.

You may close your account at any time by contacting us. Closing your account may delete information stored in or shared through the Service, and we are not responsible for that loss, except that we may retain information as permitted by these Terms and our privacy commitments or as required by law. Any fees incurred before closure remain due.

We may establish reasonable practices and limits for use of the Service, including data-retention and storage limits, and may change them at any time. We may suspend, modify, or discontinue the Service, in whole or in part, with or without notice, and we will not be liable to you or anyone else for doing so.

9. Payment

When you register, you may be asked to provide insurance, payment card, or other payment information, and you may authorize us to seek payment from your insurer. You represent that the information you provide is accurate and that you are authorized to use the payment method or insurance you submit. You agree to pay all amounts you owe in connection with the Service, including amounts remaining after your insurer processes a claim. Keep your billing and insurance information current.

We may submit claims to insurers for certain services, but we are not required to accept insurance and may decline to do so where permitted by law; in that case you remain responsible for payment even if you have insurance. If a payment fails or you reverse a charge, we may suspend or terminate your access. Dispute any charge within sixty (60) days of the date we charge you.

Payment processing is handled by a third-party processor. We currently use Stripe, and your use of payment features is subject to Stripe’s applicable terms and privacy policy. We may change processors. We are not responsible for the performance of any payment processor.

10. Acceptable Use

You are responsible for the information you submit to the Service (“User Information”), including health information and any other content. You agree not to submit User Information that is false, misleading, unlawful, defamatory, harassing, infringing, or otherwise harmful, or that contains malicious code, and you represent that you have the right to provide the User Information you submit.

You agree not to use the Service to: violate any law or the rights of others; infringe intellectual property; impersonate any person or misrepresent your affiliation; upload viruses or harmful code; interfere with or disrupt the Service or its infrastructure, or impose an unreasonable load on it; harvest other users’ information; copy, store, or commercially exploit a significant portion of the Service’s content; circumvent access controls, geographic restrictions, or security measures, including by masking your location; or use any scraping, data-mining, robot, or similar automated collection method. If we block your access, you agree not to circumvent the block.

We may investigate suspected violations and take any action we consider appropriate, including removing content, suspending or terminating accounts, and reporting conduct to law enforcement.

11. Electronic Communications and Messaging

By using the Service and communicating with us electronically, you consent to receive communications from us electronically, and you agree that electronic agreements, consents, notices, and disclosures satisfy any legal requirement that they be in writing. We and Automate Clinic Providers may contact you by phone, mail, email, or text to verify your information or administer your care, and may ask you for additional information to confirm your identity or prevent fraud; if you do not respond within fourteen (14) days of a request, we may suspend or deny access until you do.

We aim to comply with the CAN-SPAM Act and the Telephone Consumer Protection Act. By providing your mobile number, you consent to receive calls and text messages from us and Automate Clinic Providers — including by automated dialing or prerecorded or artificial voice — for informational, service-related, and care-related purposes, even if your number is on a do-not-call list. Consent to marketing messages is not a condition of receiving care, though some features depend on messaging. Message and data rates may apply. You can reply STOP to opt out of texts or HELP for help; opting out may limit some features. You acknowledge that email, text, and phone communications may be unencrypted and could be accessed by others, and that we cannot guarantee their security. If you change or give up your mobile number, update your account so messages are not sent to whoever next holds the number.

We or Automate Clinic Providers may record interactions with you for quality assurance, training, and to improve the Service, as described in our Privacy Policy. By using the Service you consent to such recordings.

12. Intellectual Property and License

The Service and its content — including software, text, graphics, images, logos, trademarks, and the selection and arrangement of all of it (the “Content”) — are owned by Closer Clinic or its licensors and are protected by intellectual property laws. We grant you a limited, personal, non-commercial, non-transferable license to use the Service and to view and download a reasonable amount of Content for your own personal use. You may not copy, modify, distribute, publicly display, republish, sell, frame, deep-link to, reverse engineer, or create derivative works from the Service or Content except as these Terms expressly allow. All rights not expressly granted are reserved. This license does not apply to your own User Information, which you may use as you have the right to.

The software underlying the Service is licensed, not sold, and remains the property of Closer Clinic and its partners. The software may include open source components, each governed by its own license; copyright in those components remains with their respective holders.

If you believe content on the Service infringes your copyright, contact us at the address in the final section with the information required for a notice under the Digital Millennium Copyright Act, including identification of the work, its location on the Service, your contact information, and a statement, under penalty of perjury, that your notice is accurate and that you are authorized to act for the copyright owner. We respond to valid notices as the law requires.

13. Third-Party Services

The Service may link to or rely on services, sites, and resources provided by third parties (“Third-Party Services”). Your use of Third-Party Services may be subject to their own terms and privacy policies, and may require separate accounts. We do not control Third-Party Services and are not responsible for their content, availability, accuracy, or privacy practices, and including a link is not an endorsement. Any dealings you have with a third party are between you and that third party, and you are responsible for any associated costs. We are not responsible or liable for any medical or other service, product, or information provided by a third party.

14. Indemnification and Release

You agree to defend, indemnify, and hold harmless Closer Clinic, its affiliates, Automate Clinic Providers, and their respective officers, directors, employees, agents, licensors, and service providers (the “Closer Parties”) from and against any claims, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Service, your User Information, your violation of these Terms, or your violation of any rights of another. You will not, however, be required to indemnify a Closer Party for liability caused by that party’s own act or omission. If you are a California resident, you waive California Civil Code Section 1542 and any similar law of another jurisdiction, which would otherwise preserve claims you do not know or suspect to exist at the time of a release.

15. Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, THE CLOSER PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS DISCLAIMER DOES NOT APPLY TO THE CLINICAL CARE PROVIDED BY AUTOMATE CLINIC PROVIDERS.

THE CLOSER PARTIES DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE, OR CURRENT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE CLOSER PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICE, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION DOES NOT APPLY TO THE CLINICAL CARE PROVIDED BY AUTOMATE CLINIC PROVIDERS.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE CLOSER PARTIES’ TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO CLOSER CLINIC IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THEY MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE REMEDY IS TO STOP USING IT.

17. Dispute Resolution and Arbitration

Please read this section carefully; it affects your legal rights.

We will first try in good faith to resolve any concern you raise with our customer support. If we cannot, you and Closer Clinic agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration rather than in court, except that either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information. The Federal Arbitration Act governs the interpretation and enforcement of this section. This section survives termination of these Terms.

Notice and informal resolution. Before starting arbitration, the complaining party must send a written notice describing the dispute and the relief sought to the other party — to Closer Clinic at the Notice Address below, or to you at the contact information in our records. If the dispute is not resolved within thirty (30) days after notice is received, either party may begin arbitration.

Arbitration process. The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by these Terms. The AAA Rules and filing forms are available at www.adr.org. The arbitrator decides all issues, including the scope and enforceability of this arbitration agreement. Unless the parties agree otherwise, any in-person hearing will take place in the county of your billing address. The arbitrator may award the same individual relief a court could, and will issue a reasoned written decision. Each party is responsible for its own attorneys’ fees except where a statute or agreement provides otherwise.

Class action waiver. YOU AND CLOSER CLINIC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims or preside over any class or representative proceeding.

Opt-out. You may opt out of this arbitration agreement by sending written notice to the Notice Address within thirty (30) days of first accepting these Terms. If you opt out, the class action waiver does not apply to you.

Severability. If the class action waiver is found unenforceable, the entire arbitration agreement is void, and disputes will be resolved in the state or federal courts located in Delaware. If any other part of this section is found unenforceable, the rest remains in effect.

18. Termination

We may suspend or terminate your account or access to the Service at any time, with or without notice, for any reason, including if we believe you have violated these Terms. We may also discontinue the Service in whole or in part. On termination, we may deactivate or delete your account and related information, subject to our retention rights and obligations. We will not be liable to you or any third party for terminating your access, except as expressly stated in these Terms.

19. General

Force majeure. We are not responsible for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, pandemic or epidemic, war or civil unrest, government action, or failures of infrastructure or third-party services. We will use reasonable efforts to resume performance promptly.

Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. For any dispute not subject to arbitration, you and Closer Clinic submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

Entire agreement. These Terms, together with the documents they incorporate, are the entire agreement between you and Closer Clinic regarding the Service and supersede any prior agreements on that subject. You may also be subject to additional terms when you use certain features or third-party services.

Time to bring claims. Any claim arising out of or relating to the Service or these Terms must be brought within one (1) year after it arises, or it is permanently barred, to the extent permitted by law.

No waiver; severability. Our failure to enforce any provision is not a waiver of it. If any provision is found invalid, the remaining provisions stay in effect, and the invalid provision will be enforced to the maximum extent permitted.

No agency. These Terms do not create any partnership, joint venture, employment, or agency relationship between you and Closer Clinic, and you may not bind us in any way.

Assignment. You may not assign these Terms without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction.

Notices. We may give you notice by email, mail, or by posting on the Service. Notices to us must be sent to the Notice Address below.

20. Contact Us

Questions, concerns, or notices regarding these Terms or the Service may be sent to:

Automate Clinic, PBC d/b/a Closer Clinic 4845 Pearl East Cir, Ste 118, PMB 619246, Boulder, Colorado 80301-6112 (the “Notice Address”)

Email: support@automate.clinic

Phone: (970) 239-1441