Last Revised: April 20, 2026 

1. Introduction

Welcome to Avidon Health! These terms govern your use of Avidon’s administrative platform. By accessing or using our platform, you agree to comply with these terms. If you do not agree, please do not use our platform.

Avidon reserves the right to modify, alter, or otherwise update these terms at any time. By using the platform, you agree to be bound by the most recently published version of these terms. The terms are solely between you and Avidon. Third parties you use to access the platform, such as Apple and Google, have no obligation to provide any maintenance and support with respect to our platform.

2. Definitions

• “Platform” refers to Avidon’s administrative website(s), tools, and associated functionalities and services.
• “Admin” or “you” refers to an authorized representative of an organization that has entered into a services agreement with Avidon and has been granted access to the administrative Platform.
• “Content” refers to all text, images, videos, tools, functionalities, and other materials and items available through the Platform.
• “PII” means Personally Identifiable Information, which includes any information that can be used to identify an individual.
• “PHI” means Protected Health Information as defined by the Health Insurance Portability and Accountability Act (“HIPAA”).
• “Confidential Information” means any non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
• “MSA” means the Master Services Agreement or other written agreement between Avidon and the Admin’s organization governing the provision of Avidon’s services.

3. Admin Authorization and Scope

By accessing the platform, you certify that you are an authorized Admin and agree to use the platform strictly to carry out authorized administrative tasks for their intended purpose and in accordance with these terms. Such tasks may include member portal and program setup and management, content management, member management, Admin management and oversight, running reports, and the like. Any personal or non-business-related use of the platform is strictly prohibited.

Admins are responsible for all activities that occur under their Admin account. Admins must comply with all applicable laws and refrain from engaging in prohibited activities, such as:

• Accessing, disclosing, or using member data for any purpose other than authorized administrative functions.
• Sharing Admin login credentials or account access with any other person.
• Circumventing or attempting to circumvent any platform security measures or access controls.
• Downloading, exporting, or retaining member data for any non-business purpose.
• Modifying, deleting, or altering data in an unauthorized manner.
• Using the platform for any personal, non-business-related, or commercial purpose not authorized by Avidon.
• Violating any applicable law or regulation, including HIPAA or other applicable data protection laws.
• Posting or transmitting any unlawful, harmful, or offensive content
• Attempting to gain unauthorized access to our systems or other users’ accounts.
• Engaging in any activity that disrupts or interferes with the platform’s functionality.
• Misuse of these privileges, including the unauthorized access, disclosure, or use of member data, or failure to follow platform security protocols as directed, may result in immediate suspension or termination of access and may also result in legal action.

4. Admin Account Security

Admins are responsible for maintaining the confidentiality of their Admin account information and are expressly prohibited from sharing their login credentials with anyone. If you suspect that your Admin account may have been compromised, you must report it immediately to platformsupport@avidonhealth.com.

5. Data Protection and HIPAA

You are responsible for maintaining the confidentiality and security of member data you access, including Personally Identifiable Information (“PII”) and Personal Health Information (“PHI”). You agree that you will use such information strictly for its intended purpose and you agree to comply with all applicable data protection laws, including the Health Insurance Portability and Accountability Act (“HIPAA”). You agree to Avidon’s privacy policies, and you agree to obtain member consent to send PHI via unsecure means if required by law.

Any unauthorized access, disclosure, or misuse of member data may result in immediate suspension or termination of access and may also result in legal action. You must report any actual or suspected breach or security incident to platformsupport@avidonhealth.com within 24 hours of discovery. Prompt reporting is essential to Avidon’s ability to comply with its HIPAA breach notification obligations.

Upon termination of your Admin access for any reason, you agree to immediately cease use of any member data accessed through the platform and to delete or return any copies of such data in your possession or control. You will certify destruction of such data upon Avidon’s written request.

6. Intellectual Property

When you upload or create your own custom content within the Platform, you (or your organization, as the case may be) retain ownership or license rights to such content. All other content and materials on the platform are owned by Avidon or its licensors. You may not reproduce, distribute, or create derivative works from any content except as intended by the functionalities within the platform.

7. Trademarks and Content License

Avidon Health, Avidon, www.avidonhealth.com, and the names of other Avidon products and services are service marks or trademarks of Avidon Health or its licensors. When Admins upload, create, or transmit content within the Platform, excluding personal data, they agree to grant Avidon a non-exclusive, revocable license to use that content to perform its duties under the agreement made between Avidon and Admin’s organization. Admins represent that they have the full legal right to grant Avidon the license to such content.

8. No Medical or Clinical Advice

The Platform offers content, tools, and programs designed to empower participants to improve their lives that are for educational purposes only. Nothing contained in the Platform is intended to be instructional for clinical diagnosis or treatment, nor should it be considered complete or a substitute for professional clinical advice, diagnosis, or treatment.

Avidon does not recommend or endorse any specific tests, products, procedures, opinions, or other information that may be mentioned on the platform. Reliance on any information on the platform is solely at your own risk. The platform may contain health or medically related materials that you find explicit or otherwise offensive. Avidon, its licensors, and its suppliers accept no responsibility for such materials. You are solely responsible for compliance with the laws applicable to your country of residence.

9. Third Party Sites

As a convenience to users, Avidon may receive data from or provide links on the Platform to websites maintained by others. Avidon has not necessarily reviewed such sites and is not responsible for the contents or availability of such sites or for products or services offered on such sites. Avidon shall not be responsible or liable, directly or indirectly, for any damage or loss caused or claimed to have been caused by use of any such sites or anything contained on or available via such sites. Connections to third party sites have been provided for your convenience and do not imply endorsement by Avidon of those sites or any association with the site’s owners or operators.

10. Confidentiality

In the course of using the Platform, you and Avidon may have access to each other’s Confidential Information. Neither party will disclose the other’s Confidential Information to any third party without prior written consent, except as required by applicable law or court order. Each party agrees to protect the other’s Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no fault of the receiving party; (c) was already in the receiving party’s lawful possession prior to disclosure; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information.

This confidentiality obligation survives termination of your Admin access for a period of three (3) years.

11. Using the Platform with Apple Products

These terms are between you and Avidon, not you and Apple. If used with an Apple product, you must use the platform as permitted by the Usage Rules in Apple’s Terms and Conditions as well as our terms. Avidon is solely responsible for the Avidon platform. Apple has no obligation to provide maintenance or support for our platform.

Avidon is responsible for claims or issues related to the platform, including product liability, legal compliance, and consumer protection. In the case of third-party intellectual property claims, Avidon will handle the investigation, defense, settlement, and discharge. You represent that you are not in a country subject to a U.S. Government embargo or on any U.S. Government list of prohibited or restricted parties.

Any questions, complaints, or claims about the platform must be directed to Avidon Support. Apple and its subsidiaries are third-party beneficiaries of these terms and can enforce them against you as a third-party beneficiary with respect to Apple.

12. Using the Platform with Google/Android Products

These terms are between you and Avidon, not you and Google. If used with an Android device or through Google Play, you must use the platform as permitted by Google Play’s Terms of Service as well as our terms. Avidon is solely responsible for the Avidon platform. Google has no obligation to provide maintenance or support for our platform.

Avidon is responsible for claims or issues related to the platform, including product liability, legal compliance, and consumer protection. In the case of third-party intellectual property claims, Avidon will handle the investigation, defense, settlement, and discharge.

Any questions, complaints, or claims about the platform must be directed to Avidon Support at platformsupport@avidonhealth.com.

13. Indemnification

You agree to defend and indemnify Avidon Health from any costs and liabilities related to third party claims, including reasonable attorneys’ fees, arising out of your breach of these terms or willful misconduct.

14. Warranty Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AVIDON HEALTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AVIDON DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE PLATFORM IS SOLELY AT YOUR OWN RISK.

15. Limitation of Liability

Avidon is not liable for any direct, indirect, incidental, or consequential damages arising from the use of our platform. The platform is provided “as is” without any warranties of any kind.

16. Agreement to Arbitrate, No Class Action

By using the platform you agree that any dispute will be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) and conducted in New Jersey, as governed by the Federal Arbitration Act (FAA) and applicable federal law, rather than in court. You agree that any arbitration will be conducted in your individual capacity only and not as a class action or other representative action. If the arbitrator determines that this agreement to arbitrate is unenforceable, litigation may be commenced only in a court of competent jurisdiction in New Jersey. Either party may seek injunctive relief for intellectual property rights in a court of competent jurisdiction without first pursuing arbitration.

17. Privacy

To comply with these terms, we may disclose to others certain information or data collected in connection with your use of the platform. Such information will not include PII unless specifically authorized by you or the member, or if we believe disclosure is necessary to comply with the law, or to enforce these terms, or in compliance with our Privacy Policy, available at https://avidonhealth.com/member-terms-of-service, which is incorporated into these terms by reference.

18. Notices and Changes to Terms

You agree to conduct business with Avidon electronically and to receive notices electronically. Avidon will provide at least 30 days’ advance notice of any material changes to these terms via email or through the administrative dashboard. Continued use of the Platform after the effective date of any modification constitutes your acceptance of the revised terms. If you disagree with the changes, you must discontinue use of the platform before the new terms take effect.

19. Governing Law

These terms are governed by and construed in accordance with the laws of the State of New Jersey, excluding conflict-of-law principles. Any disputes not resolved through arbitration shall be litigated exclusively in state or federal courts located in New Jersey.

20. Force Majeure

Avidon shall not be liable for any delay or failure to perform its obligations under these terms resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government action, cyberattacks, labor disputes, power outages, or internet or telecommunications failures.

21. Severability

If any provision of these terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it will be severed from these terms. The remaining provisions will continue in full force and effect.

22. Entire Agreement and Relationship to Master Agreement

These terms, together with Avidon’s Privacy Policy and any other policies incorporated by reference herein, constitute the entire agreement between you individually and Avidon regarding your use of the administrative Platform. These terms supplement and are incorporated into any Master Services Agreement (“MSA”) or other written agreement between Avidon and your organization. In the event of a conflict between these terms and the MSA, the MSA shall control.

23. Assignment

Avidon may assign or transfer these terms, in whole or in part, to any third party in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, without notice to you. You may not assign or transfer any of your rights or obligations under these terms without Avidon’s prior written consent. Any attempted assignment in violation of this provision is void.

24. Termination

You may terminate Avidon’s service at any time by permanently discontinuing your use of this platform and destroying all materials obtained from it. Avidon may terminate your service following any violation of any of these terms. The provisions contained under the headings Intellectual Property, Trademarks and Content License, Confidentiality, Indemnification, Warranty Disclaimer, Limitation of Liability, and Agreement to Arbitrate, No Class Action will survive termination.

Upon termination of your access to the Platform for any reason, you agree to immediately cease all use of the platform and to delete or return any member data or Confidential Information in your possession. Avidon reserves the right to immediately revoke your access credentials upon termination.

25. Contact Information

If you have any questions or concerns about these terms, please contact us at platformsupport@avidonhealth.com.