Terms of Service

1. Our Services

Our Services may include, without limitation:

• Providing patient education and preventive recommendations.
• Facilitating chat-based or video-based communication, support or care between licensed physicians, registered dietitians, physician assistants, nurse practitioners, behavioral health therapists, and other licensed healthcare professionals ("Clinicians") and registered patients ("Patients") (such virtual clinical care shall be called "Remote Care").
• Delivering wellness services that may include health coaching and other lifestyle support ("Wellness Services"). For clarity, Mederva's health coaches are not Clinicians and are not providing Remote Care or any other professional services requiring professional licensure when providing the Wellness Services.

2. Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not use the Services.

3. Privacy Notice

Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.

4. Changes to these Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do, we'll let you know by posting the updated Terms on the Site and/or may also send other communications. It's important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don't agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

5. User Requirements for Use of the Services

You may use the Services only if you are 18 years or older and capable of forming a binding contract with Mederva, and not otherwise barred from using the Services under applicable law.

6. Your Relationship with Mederva

Mederva is a technology company that makes available the Services, including Remote Care and Wellness Services. In connection with the Remote Care, Mederva provides certain technological and other administrative support for or is otherwise affiliated with professional practices, including Mederva Medical Corporation, a California professional corporation (collectively "Practices"), that employ or contract with Clinicians.

Mederva acts solely as a technology platform to provide you with products and services, including Wellness Services, offered through the Services, and also connects you with Practices and the Clinicians for Remote Care. We do not control or interfere with the practice of medicine or other licensed professional services by Practices or any Clinicians, each of whom is solely responsible for the medical care and treatment he or she provides to you. By accepting these Terms, you acknowledge and agree that Mederva is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other healthcare provider-patient relationship with Mederva. By obtaining Remote Care, you may, however, be entering into a doctor-patient or other healthcare provider-patient relationship with a Practice and/or one or more Clinicians.

By accepting the Terms, you understand that Practices and/or Clinicians may send you messages, reports, and emails via the Services regarding your care plan, diagnosis and/or treatment. You further understand and agree that it is your responsibility to monitor and respond to these messages, reports, and emails and that neither Mederva nor the Practices or any Clinician will be responsible in any way, and you will not hold Mederva, any Practice or any Clinician liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Practice or your Clinician(s).

While you are not establishing a doctor-patient or other health care provider-patient relationship with Mederva, by using the Services, you are establishing a direct customer relationship with Mederva to use the products and services made available through the Services. In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Notice.

7. Disclosures Regarding Content and Remote Care

The contents of the Site are provided for informational purposes only. Any advice or information provided through the content on the Site does not create a provider-patient relationship, is not an aid to making medical decisions, and is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. The content of the Site is not a substitute for professional medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site or because of information provided through the Services. If you think you may have a medical emergency, call your doctor or 911 immediately.

RELIANCE ON ANY CONTENT PROVIDED ON THE SITE BY MEDERVA, OTHERS APPEARING ON THE SITE AT THE INVITATION OF MEDERVA, OR OTHER USERS OF THE SITE IS SOLELY AT YOUR OWN RISK.

Some of the content on the Services may be generated through Mederva's or its third-party licensors' algorithms or artificial intelligence tools used in connection with providing the Services. The Services may generate chatbot responses (each, "Output") in response to: (i) your interaction or chat; and (ii) User Content (defined below) uploaded to influence the behavior or Output of the automated chatbot (collectively, "Input"). Due to the nature of machine learning, Output may not be unique and the Services may generate the same or similar output for Mederva or a third party.

GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, MEDERVA WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, OUTPUT OR THEIR USE.

The Remote Care you receive from Clinicians through the Site should not be used as a replacement for professional guidance from your primary care provider or any other health care providers, and such Remote Care may not necessarily give rise to a provider-patient relationship or an ongoing treatment relationship. You are expected to seek follow-up or emergency care as needed or recommended by a Clinician, and you should continue to consult with your primary care provider and/or any other health care providers as needed or recommended.

Risks Associated with Virtual Care

As with any type of health care services, there are potential risks associated with the use of virtual care services, including the Remote Care provided through the Site:

• Information available to the Clinicians may not be sufficient to make a correct diagnosis or other professional decisions. There could be limitations in the information transmitted to the Clinician and access to your complete medical records, which could lead to incorrect assessments or other adverse reactions.
• Telehealth and virtual care relies on electronic communications and devices. Any technical failure or power outage could therefore delay or disrupt such communications and hinder, delay or erase Mederva's and its Clinicians' ability to assist you.
• Although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail, and there could be a breach of privacy of your health information.
• In some cases, applicable laws may prevent Clinicians from providing the Services you desire through the Site. When that is the case, the Clinician will refer you to an appropriate provider who can provide the services you desire.
• Since telehealth and other forms of virtual care remain relatively new approaches to care, risks not yet identified, possibly significant, could also exist.

You are under no obligation to obtain virtual care. You may obtain care through conventional, in-person services instead of or in addition to these Services. Please feel free to provide feedback to Mederva at support@medervahealth.com should you become concerned that our virtual care may be insufficient for your needs.

8. Limited Use and Availability for Remote Care

Remote Care is currently only available to individuals who are located in California, Texas, Michigan, and Florida, and in order to obtain Remote Care, you must be located in such state. Remote Care may be subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

In some cases, Remote Care may not be the most appropriate way for you to provide information to, communicate with or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Clinician, or your Clinician may determine that your diagnosis and/or treatment require an in-person office visit or are otherwise not appropriately addressed through use of Remote Care. In such a case, you may receive notification that you will be unable to use Remote Care for the particular issue you submitted and may be provided with additional information regarding next steps.

9. Feedback

We appreciate feedback, comments, testimonials, ideas, proposals and suggestions for improvements to the Services ("Feedback"). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you. Mederva will not publish your name or other identifying information in connection with any testimonial unless you have given us your prior approval. Mederva may republish any publicly available review, comment, or testimonial about Mederva or the Services on the Site or in other media.

10. Payment

Fees

The Services are provided generally under two payment structures:

Benefits through Insurance. For Remote Care, the Practices will be in-network with many large health plans and enrolled in Medicare. If you have health insurance or enrolled in Medicare, it will usually provide some coverage for your Remote Care and other clinical care services recommended by Clinicians, if applicable, although you will be responsible for any required co-payment or co-insurance amount, which shall be charged to you at the time of service, if applicable. By using the Services, you are agreeing to the following:

• Assigning those benefits, where applicable, to the applicable Practice to pay for care provided.
• Signing any additional forms required by any health insurance plan or company (each a "Payor") to confirm the assignment of benefits.
• Authorizing Mederva or Practice, as applicable, to release all relevant information about your health care necessary to receive payment from the applicable Payor.
• You will be responsible for making any co-payment or co-insurance, as well as being responsible for any payment for services that your Payor does not cover.
• You have the right to revoke your authorization any time to Mederva or a Practice to release information about your health to any Payor. We ask that you submit the revocation request via email to support@medervahealth.com. The revocation will be effective upon receipt of your email.

Self-Pay Services. We intend to meet each Patient or user where they are in their care journey and work diligently to provide access if you do not have health insurance or do not want to use your health insurance, or the Services you choose is not covered by your insurance or you choose to obtain Wellness Services as a subscription. With this payment structure, we will work with you to define the fees that make sense to ensure adequate Services are provided, for which you may need to make payment on a fee-for-service basis or subscription basis for Wellness Services.

Payments

Whether you make a payment and/or purchase a subscription for the Wellness Services ("Subscription") (each a "Transaction"), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.

Mederva uses a credit card processing company to process payments. Mederva currently uses Stripe as its Payment Processor, but reserves the right to change Payment Processors. You are bound by the applicable Payment Processor's terms and conditions for the processing of payments.

Subscription

If you purchase a Subscription, you will be charged the monthly Subscription fee, plus any applicable taxes, and other charges ("Subscription Fee"), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee.

BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE MEDERVA TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW.

If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month, using the Payment Information you have provided until you cancel your Subscription. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.

Cancelling Subscription

You may cancel a Subscription for a full refund within ten (10) calendar days of your initial purchase.

AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME.

You may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. To cancel, you can send an email to support@medervahealth.com.

11. Your Content

User Content

Our Services may allow you to submit, store, or share information, data, or content such as text (in posts or communications with Clinicians or others), files, assessments, self-report measures, lab samples, laboratory results, prescriptions and pharmaceutical documents, medical records, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as "User Content". Mederva does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

Permissions to Your User Content

By making any User Content available through the Services you hereby grant to Mederva a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, improving and providing the Services, subject to applicable privacy laws and in accordance with our Privacy Notice. The foregoing license includes the right to use User Content and Input with training algorithms, machine learning, and artificial intelligence (conversational and generative tools) used in connection with the Services.

Your Responsibility for User Content

You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Mederva on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Removal of User Content

You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. Even upon termination of your account, Mederva may retain your medical records, which may not be removed from the Mederva system/platform. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Mederva's Intellectual Property

We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

12. Rights and Terms for Apps

App License

If you comply with these Terms, Mederva grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

Rights of Use

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

13. Service Text Messages

If you provide your cellular phone number to Mederva (either online or via text message) and agree to receive communications from Mederva, Practices and/or Clinicians, you specifically authorize Mederva to send text messages or calls to your phone, where standard message and data rates may apply as determined by your carrier. You are not required to consent to receive text messages or calls as a condition of filling your prescriptions and may opt out of such messages. You can opt out of receiving text messages by responding "STOP" to any text message you receive from Mederva.

14. General Prohibitions and Mederva's Enforcement Rights

You agree not to do any of the following on Mederva's App, Site, or Services:

• Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party's intellectual property rights; (ii) violates any applicable law or regulation; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm; (vi) is violent or threatening; or (vii) promotes illegal or harmful activities or substances;
• Use, display, mirror or frame the Services without Mederva's express written consent;
• Access, tamper with, or use non-public areas of the Services or Mederva's computer systems;
• Attempt to probe, scan or test the vulnerability of any Mederva system or network;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Mederva;
• Attempt to access or search the Services using any engine, software, tool, agent, device or mechanism other than authorized software;
• Send any unsolicited or unauthorized advertising, promotional materials, spam, or chain letters;
• Use the Services for any commercial purpose or for the benefit of any third party;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
• Interfere with the access of any user, host or network;
• Collect or store any personally identifiable information from the Services without permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Stalk or harass any Mederva employee or Clinician;
• Report false or fictitious emergencies;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Mederva is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice.

15. Links to Third Party Websites or Resources

The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

16. Termination

We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at support@medervahealth.com, whereupon Mederva will remove your access to the Mederva platform and Services, and Mederva will cease proactively contacting you. However, Mederva may retain your medical records on the Mederva system/platform.

17. Warranty Disclaimers

THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

General advice posted to the Site, App or relayed through the Services is for informational purposes and is not intended to replace or substitute any medical service or specific professional advice. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

18. Indemnity

You will indemnify and hold Mederva and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MEDERVA NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, INCLUDING THE REMOTE CARE, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PROFESSIONAL MALPRACTICE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MEDERVA OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MEDERVA'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO MEDERVA FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO MEDERVA, AS APPLICABLE.

20. Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 "Dispute Resolution," the exclusive jurisdiction for all Disputes (defined below) that you and Mederva are not required to arbitrate will be the state and federal courts located in San Francisco County, and you and Mederva each waive any objection to jurisdiction and venue in such courts.

21. Dispute Resolution

Mandatory Arbitration of Disputes

We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Mederva agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Mederva are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

Exceptions

As limited exceptions: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location.

Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won't seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we'll pay all of our attorneys' fees and costs and won't seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

Class Action Waiver

YOU AND MEDERVA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

22. General Terms

Reservation of Rights

Mederva and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Mederva and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Mederva and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Notices

Any notices or other communications provided by Mederva under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights

Mederva's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Mederva.

23. Contact Information

If you have any questions about these Terms or the Services, please contact Mederva at: