LEGAL

CAREFULLY READ THE TERMS AND CONDITIONS OF USE AGREEMENT BEFORE CLICKING THAT YOU AGREE. CLICKING “I AGREE” INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF USE AGREEMENT, PROMPTLY CLOSE THIS PAGE AND DO NOT PROCEED WITH THE USE OF OR SUBSCRIPTION TO THE ViOS, Inc. SERVICE. NOTWITHSTANDING THE FOREGOING, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS USE AGREEMENT WHEN YOU DO ANY OF THE FOLLOWING: (1) ACCEPT THE TERMS AND CONDITIONS OF THE USE AGREEMENT THROUGH ANY PRINTED, ORAL, OR ELECTRONIC STATEMENT, INCLUDING ON THE WEB BY ELECTRONICALLY MARKING THAT YOU HAVE REVIEWED AND ACCEPTED; (2) ATTEMPT TO OR IN ANY WAY USE OR SUBSCRIBE TO THE ViOS, Inc.. SERVICE; (3) PAY FOR THE ViOS, Inc. SERVICE OR A SUBSCRIPTION TO THE ViOS, Inc. SERVICE (WHETHER YOU PAY DIRECTLY OR SOMEONE ELSE PAYS ON YOUR BEHALF); OR (4) OPEN ANY PACKAGE OR START ANY PROGRAM THAT SAYS YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF USE AGREEMENT BY DOING SO. IF YOU DON’T WANT TO ACCEPT THE TERMS AND CONDITIONS OF USE AGREEMENT, DON’T DO ANY OF THESE THINGS.

TERMS OF USE

The terms of use of the ViOS, Inc. Service as well as any subscription or other service agreement with ViOS, Inc. automatically includes but is not limited to the most recent updated terms and conditions of this Use Agreement regardless of when you first used or subscribed to the ViOS, Inc. Service. ViOS, Inc. has the right to change the terms and conditions of Use Agreement at any time without notice to you. You may always view the most recent updated terms and conditions on our website. Carefully read all parts of this Use Agreement including the MANDATORY ARBITRATION provision and CLASS ACTION WAIVER provision below.

You acknowledge and understand that (1) you are using or subscribing to the ViOS, Inc. Service to facilitate the delivery of health care services (including, as applicable, mental or behavioral health services) from providers or clinicians who have agreed to provide services through the ViOS, Inc. Service (the “Providers”), and that such services are provided at the sole discretion and medical judgment of the Providers; (2) accessing the ViOS, Inc. Service from a state other than the service line you have requested or subscribed to is prohibited and you confirm that you are physically located in the state in which you are requesting the ViOS, Inc. Service; (3) the ViOS, Inc. Service may not be reimbursable by any health care program and you agree not to use the ViOS, Inc. Service for any services that are or might be reimbursable by such programs; (4) you are at least 18 years of age or you are accompanied by a parent or guardian who can give informed consent on your behalf if you are under the age of 18 at the time of the consultation; and (5) if you are seeking services on behalf of a child, dependent, or other person for whose medical care you are responsible, your approval of the terms and conditions of Use Agreement will bind such other person to these terms and conditions.

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PRIVACY AND SECURITY; DISCLOSURE

ViOS, Inc. Notice of Privacy Practices describing how medical information about you may be used and disclosed and how you can get access to this information may be viewed on our Privacy Policy page. ViOS, Inc. reserves the right to modify its Notice of Privacy Practices in its reasonable discretion from time to time. The Notice of Privacy Practices and any other ViOS, Inc. privacy policies, including any amendments thereto, are incorporated into this Use Agreement in their entirety. Notwithstanding, you acknowledge and agree that information may be released without your consent in cases of medical emergency, abuse, neglect, court order, insurance billing claims requirements, adult and program evaluation, and where otherwise legally required.

If you become a free or paying customer of the ViOS, Inc. Service, you agree that ViOS, Inc. can disclose the fact that you are a free or paying customer of the ViOS, Inc. Service. ViOS, Inc. may also use your personal information to contact you with newsletters, marketing, or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any communication we send.

Because the ViOS, Inc. Service is a hosted, online application, ViOS, Inc. occasionally may need to notify all users of the ViOS, Inc. Service (whether or not they have opted out of email communications) of important announcements regarding the operation of the ViOS, Inc. Service. Additionally, you acknowledge and agree that ViOS, Inc. may share your personal health information on a limited basis with developers and related information technology personnel authorized by ViOS, Inc. to monitor the performance of, or to improve, the ViOS, Inc. Service including, but not limited to, ViOS, Inc. mobile application. If you do not wish for your personal health information to be shared for this limited purpose, please immediately notify ViOS, Inc. in writing at the following address: ViOS, Inc., 651 N. Broad St. Suite 206 New Castle Middletown Delaware 19709 United States of America.

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COOKIES POLICY

When you use or access the ViOS, Inc. Service, ViOS, Inc. may place cookies in your web browser. Cookies are small pieces of text sent by your web browser by a website you visit. Cookies can be “persistent” or “session” cookies. ViOS, Inc. uses both types of cookies for purposes such as: to enable certain functions of the ViOS, Inc. Service; to provide analytics; to store your preferences; and to enable the delivery of advertisements. ViOS, Inc. may also use essential cookies to authenticate users and prevent fraudulent use of user accounts.

In addition to ViOS, Inc. own cookies, ViOS, Inc. may use third-party cookies to help in reporting usage statistics of the ViOS, Inc. Service, deliver advertisements to you on and through the ViOS, Inc. Service, and so on. If you would like to delete cookies or instruct your web browser to delete or refuse cookies, visit the help page of your web browser where you can take the steps necessary to do so. Please note, however, that if you delete cookies or refuse to accept them, you might not be able to use all of the features we offer, you might not be able to store your preferences, and some of our pages might not display properly.

This ViOS, Inc. cookie policy (“Cookie Policy”) explains what cookies are and how we use them on the ViOS, Inc. website (https://viosapp.com) and dependent pages (the “Site”). It supplements our Privacy Statement. By using our Site, you agree with our use of cookies as described in this Cookie Policy.

ABOUT COOKIES

Cookies are small bits of data that a site can send to a computer or device browser. Cookies are used to help sites recognize users and keep track of their preferences. Session cookies are deleted from your computer or device when you close your browser. Persistent cookies remain on your device until they expire or are deleted.

How and why we use cookies on the Site

We use both session and persistent cookies, but most of our cookies are session-based or expire when you log out of our service. Some locally stored cookies we use for specific features do not expire but can be deleted by you.

We use cookies to improve your experience of our service by:

• Remembering your personal settings, privacy preferences, including collecting your login information.
• Enabling functionality and personalization not available without cookies.
• Delivering the most relevant information to you about ViOS, Inc., including product updates, upgrade information, new content, and special offers.
• Improving the content and performance of our Site by tracking visits to discover how users navigate our service (this data is aggregated across all of our users and is anonymous).

What cookies we use on the site

Below is an overview of the types of Cookies we and third parties may use to collect Personal Information.

• Operational Cookies necessary for the Site. Some Cookies are strictly necessary to make our Site available to you. You can block these Cookies by changing your browser settings but, because they are strictly necessary for the operation of the Site, we cannot provide you with the Site without this type of Cookies.
• Functional Cookies. Functional Cookies let us operate certain functions of the Site according to your preferences. Deletion of these types of Cookies will result in limited functionality of the Site and less personalized experience.
• Analytical Cookies. We use Cookies for website analytics purposes in order to operate, maintain and improve our Site. We may use our own analytics Cookies or use third party analytics providers such as Google Analytics to collect and process certain analytics data on our behalf. These third parties may also collect information about your use of other websites, apps, and online resources. For instance, Google Analytics helps us understand how users engage with the Site. Like many services, Google Analytics uses first-party Cookies to track user interactions. This information is used to compile reports and to help us improve our Site. The reports disclose website trends without identifying individual visitors. For more information on Google Analytics, click here.
• Advertising Cookies. We work with third-party advertising partner, Google Ads to show you ads that we think may interest you, including about ViOS, Inc. as well as third party websites and apps. To do so, we and our advertising partners may place and access Cookies through our Site and otherwise collect or access Personal Information collected over time and across different online services. We do not permit the collection of Personally Identifiable Information by third-party advertisers about you while you are on our site. Our advertising partners may also collect information about your use of other websites, apps, and online resources.

Where required by applicable law, we obtain your consent to use Cookies.

How you can manage and disable cookies

Disabling or rejecting cookies will limit the functionality and convenience of our service. You can set your browser to notify you when you receive cookies and allow you to reject them. You can also delete cookies already on your computer, and set most web browsers to prevent new cookies from being set. However, if you delete cookies and/or prevent new ones, you will have to reenter preferences and settings every time you visit our Site, and some services and functionality may not work.

To learn more about how to control and/or delete your cookies, visit www.aboutcookies.org.

PROVIDERS:

Our providers are;

1. Licensed medical specialists with adequate board certification of their specific medical specialties.
2. Licensed to practice medicine in their currently located country, at the time of online consultation.
3. Providers must undergo a comprehensive background check as requested by the malpractice insurer.
4. All providers are independent contractors according to the definitions stipulated by the IRS of USA
5. Providers must complete a prior registration fee to be applicable to join the platform, actual fee may change depending on the discretion of the Company
6. Providers may select their duty timings, availability, and content of the zoom session and the duration of their tenure on the platform.
7. Providers are not to engage in primary medical diagnosis or online prescriptions in any form.
8. Providers will not communicate with any patient prior to or after a scheduled zoom meeting.
9. Providers will be reimbursed at a prior agreed upon remuneration rate at the setting of the recruitment.
10. Remuneration rate of providers will depend on the specific recruitment campaign cohort that they fall under at the time of application.
11. The company will provide all due payments upon completion of the scheduled zoom session via ACH or wire transfers.
12. Suboptimal performance or significant customer complaint will be grounds for immediate dismissal from the platform.
13. Providers will be under coverage by the malpractice coverage policy of the company in entirety of their individual contract.
14. Providers must ensure valid and appropriate credentialing information is provided during the onboarding phase.
15. Any discrepancies discovered will be grounds for immediate dismissal. Registration fees provided for this process will not be refunded.
16. Registration fee is a one-time transaction and non-refundable.
17. The registration fee is subject to change as per company executive decisions.
18. Registration fee is to be paid by ACH/Wire transfer options into the Company accounts prior to any further onboarding process.
19. Providers may seek additional malpractice for digital health, online health advice, telemedicine, counselling international patients and related services if they chose to.
20. Providers may apply as a separate business entity e.g. S-Corp/LLC/Ltd company if they chose to.
21. Providers will not be permitted to examine the patient during the scheduled meeting in any way.
22. No primary diagnosis shall be communicated unless thoroughly recommended to the patient to seek a clinical review from their local primary physician.
23. No reports are to be filed on behalf of any party.
24. Providers are permitted to record their video session and keep the recording in their designated laptop for a duration of 6 months.
25. The Provider may take down some handwritten notes on a designated handbook for safekeeping
26. Providers may share additional educational content during the session via inbuilt chat functions or may share the data to the patient party via company email as a conduit.
27. The provider has the right to fix and edit their online real time availability as they see fit.
28. The provider may display relevant content to the patient via screen share to enhance their communication strategies.
29. The provider may wish to exit from the platform temporarily or permanently if they choose to by an email communication to the Company.
30. The Provider will choose the duration of the zoom session according to the content of the conversation.
31. The Provider may choose to prematurely end the zoom session if the content of the conversation appears to have a negative aspect i.e. the Provider feels uncomfortable, agitated, insulted or is subject to a combative conversation of any form with their scheduled patient, the Provider is requested to immediately file an incident report with the Company email, detailing the incident in entirety for further review by the Company
32. US-Physicans are licensed to practice medicine in specific states in the US. They will only accept bookings from residents of those particular states (according to their ID). However international patients (even US citizens based overseas) are able to select their services if they wish to without restrictions.

PATIENTS

1. All booking requests will be individually assessed prior to accepting payments and confirmation of scheduled events.
2. Patients are solely responsible for selecting their preferred providers from the database by their own volition.
3. Patients will purchase the appointment time slots by valid online banking methods
4. All payments are out of pocket expenses borne by the patient party.
5. No recommendations/referrals will be made for third party financing eg. by billing towards any medical insurer.
6. Patients are instructed to prepare and compile relevant healthcare records prior to any scheduled meeting.
7. Accuracy and relevance of patient data, either during history taking or displayed information during the video session is the responsibility of the patient or the caregivers.
8. Patients are advised not to share the unique zoom link for their scheduled session with any other party.
9. Patients are not permitted to expose any concealed body part during the session for the purposes of instigating a physical examination in any form.
10. Patients may share any relevant health data in the form of scanned documents which can be displayed by screen share only.
11. The Patient is advised not to share any files before, during or after the session in any form.
12. Patients residing in specific states may only make a booking request with US-Physicians if they too are licensed to practice in their respective states only. Booking requests by residents of other states will not be processed and any membership payments made will be refunded in due course, however they may select Physicians from overseas if they wish.

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LICENSE GRANT AND RESTRICTIONS

ViOS, Inc. hereby grants you a non-exclusive, non-transferable, worldwide right to use the ViOS, Inc. Service, solely for your own purposes, subject to the terms and conditions of Use Agreement. All rights not expressly granted to you are reserved by ViOS, Inc. and its licensors.

You may not access the ViOS, Inc. Service if you are a direct competitor of ViOS, Inc., except with ViOS, Inc. prior written consent. In addition, you may not access the ViOS, Inc. Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the ViOS, Inc. Service or its content in any way; (ii) modify or make derivative works based upon the ViOS, Inc. Service or its content; (iii) publicly display visual output of the ViOS, Inc. Service; (iv) transmit the ViOS, Inc. Service over a network, by telephone, or electronically using any means; (v) create Internet “links” to the ViOS, Inc. Service where prohibited or “frame” or “mirror” any of its content on any other server or wireless or Internet-based device; or (vi) reverse engineer or access the ViOS, Inc. Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the ViOS, Inc. Service, or (c) copy any ideas, features, functions, or graphics of the ViOS, Inc. Service.

You may use the ViOS, Inc. Service only for your purposes and shall not: (i) send or transmit spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send, transmit, or post a message or any information under a false name; (iii) send, transmit, post, or store infringing, obscene, threatening, libelous, defamatory, fraudulent, false, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights or the ownership or intellectual property rights of another person; (iv) send, transmit, or store material containing software viruses, worms, Trojan horses, or other harmful computer codes, files, scripts, agents, or programs; (v) interfere with or disrupt the integrity or performance of the ViOS, Inc. Service or the data contained therein; or (vi) attempt to gain unauthorized access to the ViOS, Inc. Service or its related systems or networks. You shall not use the ViOS, Inc. Service in a way that could cause damage or adversely affect any other customers of ViOS, Inc. or ViOS, Inc. reputation, networks, property, or services.

You agree to keep confidential and use commercially reasonable efforts to prevent and protect the content of the ViOS, Inc. Service from unauthorized disclosure or use.

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MOBILE APPLICATION

If you are accessing the ViOS, Inc. Service through ViOS, Inc. mobile application (“app”), you acknowledge and understand that certain permissions may be required including, but not limited to, location services – allows the app to get your precise or approximate location using GPS or network location sources such as cell towers and Wi-Fi; take pictures – allows the app to take pictures with the camera; read phone status and identity – allows the app to access the phone features of the device to determine the phone number and device IDs, whether a call is active, and the remote number connected by a call; view network connections – allows the app to view information about network connections such as which networks exist and are connected; full network access – allows the app to create network sockets and use custom network protocols; read Google service configuration – allows the app to read Google service configuration data; and prevent device from sleeping – allows the app to prevent the device from going to sleep. Some of these permissions may consume additional battery power or incur data usage or charges.

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YOUR RESPONSIBILITIES

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the ViOS, Inc. Service, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: (i) notify ViOS, Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ViOS, Inc. immediately and use reasonable efforts to stop immediately any copying or distribution of content of the ViOS, Inc. Service that is known or suspected by you or your Users; and (iii) not impersonate another ViOS, Inc. user or provide false identity information to gain access to or use of the ViOS, Inc. Service.

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INTELLECTUAL PROPERTY OWNERSHIP

ViOS, Inc. alone (and its licensors, where applicable) shall own all right, title, and interest, including all related Intellectual Property Rights, in and to ViOS, Inc. technology, its content, and the ViOS, Inc. Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the ViOS, Inc. Service. This Use Agreement is not a sale and does not convey to you any rights of ownership in or related to ViOS, Inc. technology, its content, the ViOS, Inc. Service, or the Intellectual Property Rights owned by ViOS, Inc. All ViOS, Inc. or affiliate names, logos, and product names associated with the ViOS, Inc. Service are trademarks of ViOS, Inc. or the affiliate (as applicable), and no right or license is granted to use them.

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CHARGES AND PAYMENT OF FEES

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable; provided, however, you are not obligated to pay any fees or charges for which another party (e.g., your employer or health plan) has contractually agreed with ViOS, Inc. to pay on your behalf. Payments may be made on a per-visit basis, annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are non-cancelable and all amounts paid are nonrefundable. All pricing terms are confidential, and you agree not to disclose them to any third party.

You should be aware that ViOS, Inc. may use a third-party payment processor (the “Payment Processor”) to link ViOS, Inc. to your credit card account. The processing of payments or credits, as applicable, in connection with your use of the ViOS, Inc. Service will be subject to the terms, conditions, and privacy policies of the Payment Processor and your credit card issuer in addition to this Use Agreement. ViOS, Inc. is not responsible for any errors by the Payment Processor or your credit card issuer.

You understand and agree that for services provided on an appointment basis, if you fail to properly cancel a scheduled appointment at least 24 hours in advance of the appointment or if you are late to an appointment causing you to miss more than 40% of the allotted time for the appointment, you may be responsible for a missed appointment fee up  to the greater of ViOS, Inc. then-current visit fee rate for the service type or the fees your insurer or other payor would have otherwise paid for the scheduled services had they taken place.

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BILLING AND RENEWAL

ViOS, Inc. charges and collects in advance for use of the ViOS, Inc. Service. ViOS, Inc. will automatically renew and bill your credit card or issue an invoice to you for your current subscription amount where applicable or as otherwise mutually agreed upon; provided, however, you are not obligated to pay any fees or charges for which another party (e.g., your employer or health plan) has contractually agreed with ViOS, Inc. to pay on your behalf. Fees for other services will be charged on an as-quoted basis. ViOS, Inc. fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ViOS, Inc. income.

You agree to provide ViOS, Inc. with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and telephone number. You agree to update this information immediately upon any change to it. If the contact information you have provided is false or fraudulent, ViOS, Inc. reserves the right to terminate your access to the ViOS, Inc. Service in addition to any other legal remedies. Invoices will be billed in United States Dollars (USD) unless requested by you in advance of invoicing.

If you believe your bill is incorrect, you must immediately contact us in writing regarding the amount in question to be eligible to receive an adjustment or credit. You irrevocably waive your right to challenge the accuracy of any bill, or otherwise receive an adjustment or credit to any bill, if you fail to notify ViOS, Inc. in writing within fifteen (15) calendar days after your receipt of the bill, that you believe the bill is inaccurate (setting forth an explanation of why).

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NON-PAYMENT AND SUSPENSION

In addition to any other rights granted to ViOS, Inc. herein, ViOS, Inc. reserves the right to suspend or terminate this Use Agreement and your access to the ViOS, Inc. Service if your account becomes delinquent (falls into arrears) where any invoice is unpaid after the invoice due date whether it is the responsibility of you or a third party to pay the invoice. Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for your subscription during any period of suspension. If you or ViOS, Inc. initiates termination of this Use Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that ViOS, Inc. may bill you for such unpaid fees or charges, unless another party (e.g., your employer or health plan) has contractually agreed with ViOS, Inc. to pay on your behalf. ViOS, Inc. reserves the right to impose a reconnection fee in the event your account is suspended and thereafter you request access to the ViOS, Inc. Service.

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TERMINATION FOR CAUSE

Any breach of your payment obligations or the payment obligations of another party (e.g., your employer or health plan) who has contractually agreed with ViOS, Inc. to pay on your behalf, or unauthorized use of the ViOS, Inc. Service, will be deemed a material breach of this Use Agreement. ViOS, Inc., in its sole discretion, may immediately terminate your password, account, or use of the ViOS, Inc. Service if you breach or otherwise fail to comply with this Use Agreement. In addition, ViOS, Inc. may terminate a free account at any time in its sole discretion.

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REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into this Use Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the ViOS, Inc. Service and that your billing information is correct.

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INDEMNIFICATION

You agree to indemnify, defend, and hold ViOS, Inc. (including the ViOS, Inc. Service), its subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, and licensors harmless from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, suits, fees (including attorneys’ fees and expert fees), and costs of any kind whatsoever arising directly or indirectly out of or in connection with (1) your use of and subscription to the ViOS, Inc. Service and any information (including the content and subject matter) you submit, post, transmit, or make available via the ViOS, Inc. Service or to ViOS, Inc. or the Providers; (2) your violation of this Use Agreement or any policy set forth in this Use Agreement; and (3) your violation of any applicable laws and regulations or rights of any third party.

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DISCLAIMER OF WARRANTIES AND ASSUMPTION OF RISK – FUNCTIONALITY

Disclaimer of Warranties – Functionality of ViOS, Inc. Service

(A) ViOS, Inc. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE ViOS, Inc. SERVICE OR ITS CONTENT.

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(B) ViOS, Inc. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT:

1. THE USE OF OR SUBSCRIPTION TO THE ViOS, Inc. SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;
2. THE ViOS, Inc. SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
3. ANY STORED DATA WILL BE ACCURATE OR RELIABLE;
4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ViOS, Inc. SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
5. ERRORS OR DEFECTS WILL BE CORRECTED; OR
6. THE ViOS, Inc. SERVICE OR THE SERVER(S) THAT MAKE THE ViOS, Inc. SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

(C) ViOS, Inc. DOES NOT AUTHORIZE ANY THIRD PARTY TO MAKE ANY OF THE FOREGOING REPRESENTATIONS OR WARRANTIES ON ITS BEHALF.

(D) THE ViOS, Inc. SERVICE AND ALL OF ITS CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS.

(E) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ViOS, Inc. AND ITS LICENSORS HEREBY DISCLAIM ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

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Assumption of Risk – Functionality of ViOS, Inc. Service

THE USE OF THE ViOS, Inc. SERVICE OR ANY PORTION OF THE ViOS, Inc. SERVICE IS STRICTLY AT YOUR SOLE RISK. YOU HEREBY RELEASE ViOS, Inc. AND ITS LICENSORS FROM ALL CLAIMS WHICH MAY RESULT FROM THE USE OF THE ViOS, Inc. SERVICE OR ANY PORTION OF THE ViOS, Inc. SERVICE, OR THE NEGLIGENCE OF ViOS, Inc. OR ITS LICENSORS, BUT THIS PROVISION EXPRESSLY DOES NOT INCLUDE ANY GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

YOU UNDERSTAND THAT BY AGREEING TO THIS CLAUSE, YOU ARE RELEASING CLAIMS AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN CERTAIN INSTANCES.

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DISCLAIMERS – HEALTHCARE SERVICES

The ViOS, Inc. Service does not provide health care services; the ViOS, Inc. Service simply provides a system to facilitate communication with the Providers using ViOS, Inc. owned or licensed health information database and software. ViOS, Inc. verifies the state and national licensing status for all ViOS, Inc.-contracted Providers; however, it is your obligation to verify the state and national licensing status for all Providers who are not contracted by ViOS, Inc.. Such Providers may include, but are not limited to, Providers whose services are offered to you as part of a subscription or bundled services package by your employer, health plan, physician, or on the ViOS, Inc. website or hosted portal.

ViOS, Inc. SPECIFICALLY DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF ANY PROVIDER PROVIDING MEDICAL CARE OR ADVICE (INCLUDING BUT NOT LIMITED TO PRESCRIBING MEDICATIONS) THROUGH THE ViOS, Inc. SERVICE.

ViOS, Inc. FURTHER DISCLAIMS ALL LIABILITY (INCLUDING ANY LIABILITY FOR A REFUND) FOR THE FAILURE OF A NON-CONTRACTED PROVIDER TO RENDER CARE TO YOU OR OTHERWISE FULFILL THE TERMS OF SERVICE OF YOUR SUBSCRIPTION OR BUNDLED SERVICES PACKAGE. A NON-CONTRACTED PROVIDER IS A PROVIDER NOT DIRECTLY CREDENTIALED AND CONTRACTED BY ViOS, Inc. BUT WHOSE SERVICES MAY BE OFFERED TO YOU AS PART OF A SUBSCRIPTION OR BUNDLED SERVICES PACKAGE BY YOUR EMPLOYER, HEALTH PLAN, PHYSICIAN, OR ON THE ViOS, Inc. WEBSITE OR HOSTED PORTAL. ViOS, Inc. IS NOT RESPONSIBLE FOR PROVIDING YOU ADDITIONAL SERVICES PURCHASED VIA A SUBSCRIPTION OR BUNDLED SERVICES PACKAGE.

The ViOS, Inc. Service is not a replacement for your primary care physician or annual office check-ups, nor is it a replacement for other treating providers (except in telemedicine consulting, lifestyle counselling and expert medical second opinions or in the Virtual Primary Care service line where the Provider has explicitly agreed to assume such role). Consultations through the ViOS, Inc. Service treat the majority of common medical and behavioral health conditions, however a small number of cases require an in-person visit for complete care. With respect to psychotherapy and counseling, you understand that information discussed in any sessions is for therapeutic purposes only and is not intended for use in any legal proceedings involving any other individuals participating in any sessions. You agree not to subpoena any Provider to testify for or against individuals (including you) participating in the sessions or to provide records in court actions against other individuals participating in any sessions. You understand that anything any individual participating in any session tells a Provider individually, whether on the phone or otherwise, may at the Provider’s discretion be shared with any other individual participating in the sessions.

Providers using the ViOS, Inc. Service do not, via the ViOS, Inc. Service, prescribe elective medications (except through the Men’s Health and Women’s Health service lines or the Virtual Primary Care service line when deemed by the Provider to be medically necessary), anticonvulsants (except through the Virtual Primary Care service line when deemed by the Provider to be medically necessary), narcotic pain relievers, or drugs listed as controlled substances by the U.S. Drug Enforcement Agency or regulated under state law. ViOS, Inc. does not guarantee that a specific medication will be prescribed by a Provider if requested, particularly where prescribing of the medication is in violation of ViOS, Inc. Treatment Policies or not medically appropriate, as determined by the Provider in the Provider’s sole discretion. Our behavioral health Providers will not prescribe you medication until conducting a mental health assessment (also sometimes called an intake or initial assessment) of you. You will not be prescribed more than a 90-day supply of medication at one time by a behavioral health Provider, and may not receive a refill of the medication unless you first complete a medication management visit with the behavioral health Provider. Our Providers in the Urgent Care service line generally do not prescribe more than a 90-day refill within a 6-month period; however, our Providers within the Men’s Health and Women’s Health service lines may be able to prescribe you up to a 1-year supply of medically necessary maintenance medications if you can supply adequate proof of your most recent wellness or physical exam completed within the immediately preceding year. Our Providers in the Virtual Primary Care service line may be able to prescribe you up to a 1-year supply of medically necessary maintenance medications as long as you are compliant with their recommended treatment plan. You agree that any prescription obtained from a Provider in connection with your use of the ViOS, Inc. Service will only be for its intended use. Refunds for completed visits are not provided solely on the basis of Providers not prescribing a medication.

The ViOS, Inc. Service is not insurance and is not intended to replace health insurance; it is a telemedicine consulting, lifestyle counselling and expert medical second opinions, available on a per-visit or membership basis. The offering of products and services by ViOS, Inc. is not to be construed as the sale of insurance product(s) or otherwise engaging in the transaction of insurance. ViOS, Inc. expressly reserves the right, in order to comply with state insurance laws, to (i) limit the number of visits offered in connection with any bundled services and subscription packages and/or (ii) charge a visit fee, both in an amount determined by ViOS, Inc. in its sole discretion.

You authorize ViOS, Inc. to use and publish any comments you choose to share about the ViOS, Inc. Service, such as comments shared in the ViOS, Inc. Patient Satisfaction Survey and/or via third-party service providers contracted for such purposes, unless specified otherwise. ViOS, Inc. will only publish the comments with your first name and the state of requested service.

ViOS, Inc. does not warrant or validate any information provided by a third party (including, but not limited to, your employer, health plan, or the Providers) even if the information is about the ViOS, Inc. Service, whether through advertisements, promotions, communications, or other materials, and does not assume any responsibility or liability for the accuracy of such information.

ViOS, Inc. has the right to refuse access to the ViOS, Inc. Service to any person, agency, or organization, at any time, for any reason, or for no reason at all.

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INTERNET DELAYS

THE ViOS, Inc. SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ViOS, Inc. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

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LIMITATION ON LIABILITY

(A) NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL ViOS, Inc. (INCLUDING THE ViOS, Inc. SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS BE LIABLE:

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(1)     IN ANY WAY FOR YOUR USE OF OR SUBSCRIPTION TO THE ViOS, Inc. SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ERRORS OR OMISSIONS IN ANY CONTENT, INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR SUBSCRIPTION TO THE ViOS, Inc. SERVICE; OR

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(2)     FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER, ARISING FROM OR IN CONNECTION WITH THE ViOS, Inc. SERVICE, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE, OR OTHERWISE RESULTING FROM YOUR USE OF THE ViOS, Inc. SERVICE.

(B) YOU HEREBY RELEASE ViOS, Inc. (INCLUDING THE ViOS, Inc. SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS AND HOLD THEM HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF ANY AND EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, RESULTING FROM YOUR USE OF OR ACCESS OR SUBSCRIPTION TO THE ViOS, Inc. SERVICE OR THE NEGLIGENCE OF ViOS, Inc. (INCLUDING THE ViOS, Inc. SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS. TO THE EXTENT ALLOWED BY LAW, ANY LIABILITY OF ViOS, Inc. (INCLUDING THE ViOS, Inc. SERVICE), ITS SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, EMPLOYEES, SUBCONTRACTORS, AGENTS, VENDORS, SUPPLIERS, AND LICENSORS FOR ANY CLAIMS YOU MAY HAVE AGAINST THEM IS LIMITED TO THE PROPORTIONATE AMOUNT OF THE VISIT OR SUBSCRIPTION FEES ACTUALLY PAID BY YOU THAT ARE ATTRIBUTABLE TO THE APPLICABLE SERVICE, INCIDENT, OR AFFECTED PERIOD GIVING RISE TO SUCH CLAIM. THIS PROVISION EXPRESSLY DOES NOT INCLUDE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

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YOU UNDERSTAND THAT BY AGREEING TO THIS CLAUSE, YOU ARE RELEASING CLAIMS AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN CERTAIN INSTANCES.

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LOCAL LAWS AND EXPORT CONTROL

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the United States. The user of this site (“User”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the ViOS, Inc. Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

ViOS, Inc. and its licensors make no representation that the ViOS, Inc. Service is appropriate or available for use in other locations. If you use the ViOS, Inc. Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the content of the ViOS, Inc. Service contrary to United States law is prohibited. None of the content of the ViOS, Inc. Service, nor any information acquired through the use of the ViOS, Inc. Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

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NOTICE

Except as this Use Agreement specifically provides otherwise, you must provide ViOS, Inc. notice by calling or writing ViOS, Inc. at its registered address. ViOS, Inc. may provide you notice through one or more of the following: correspondence through general notice on the ViOS, Inc. Service, to your last known address, to any fax number or e-mail address you have provided ViOS, Inc., by calling you on any phone number you have provided ViOS, Inc., by voice message on any phone number you have provided ViOS, Inc., or by text message to any phone number you have provided ViOS, Inc. that accepts text messages.

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CONTACTING YOU REGARDING BILLING AND COLLECTIONS

You expressly authorize, and specifically consent to allowing, ViOS, Inc. and any of ViOS, Inc. agents to contact you in connection with any and all matters relating to unpaid past due fees or charges you may owe ViOS, Inc. You agree that, for attempts to collect unpaid past due fees or charges, ViOS, Inc. and any of its agents may contact you at any mailing address, telephone number, cellular phone number, email address, or any other electronic address that you have provided, or may in the future provide, to ViOS, Inc. You agree and acknowledge that any e-mail address or any other electronic address that you provide to ViOS, Inc. is your private address and is not accessible to unauthorized third parties. For attempts to collect unpaid fees or charges, you agree that in addition to individual persons attempting to communicate directly with you, any type of contact described above may be made using, among other methods, pre-recorded or artificial voice messages delivered by an automatic telephone dialing system, pre-set e-mail messages delivered by an automatic e-mailing system, or any other pre-set electronic messages delivered by any other automatic electronic messaging system.

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ASSIGNMENT; CHANGE IN CONTROL

This Use Agreement may not be assigned by you without the prior written approval of ViOS, Inc. but may be assigned without your consent by ViOS, Inc. to (i) a parent or subsidiary, (ii) an acquirer of assets or stock, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

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DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THIS CAREFULLY; IT AFFECTS YOUR RIGHTS

In those rare instances where your concern is not resolved to your satisfaction through calls to our customer care, you and ViOS, Inc. each agree to try to resolve those disputes in good faith after you provide written notice of the dispute as set forth below. If the dispute is not resolved, you and ViOS, Inc. agree that the dispute will be resolved through individual binding arbitration or small claims court, instead of courts of general jurisdiction.

Mandatory Arbitration and Waiver of Class Action. Instead of suing in court, you and ViOS, Inc. agree to arbitrate all Disputes (as defined below) on an individual, non-representative, basis. You agree that, by accepting the terms and conditions of Use Agreement, you and ViOS, Inc. are waiving the right to a trial by jury or to participate in a class action or representative action. This agreement to arbitrate is intended to be broadly interpreted.

In arbitration, there is no judge or jury. Disputes are instead decided by a neutral third-party arbitrator in a more informal process than in court. In arbitration, there is limited discovery and the arbitrator’s decision is subject to limited review by courts. However, just as a court would, the arbitrator must honor the terms and conditions of the Use Agreement and can award damages and relief, including any attorneys’ fees authorized by law.

“Disputes” shall include, but are not limited to, any claims or controversies against each other related in any way to or arising out of in any way the ViOS, Inc. Service or this Use Agreement, including, but not limited to, billing services and practices, policies, contract practices (including enforceability), service claims, privacy, or advertising, even if the claim arises after use of or access or subscription to the ViOS, Inc. Service has terminated. Disputes also include, but are not limited to, claims that: (a) you or an authorized or unauthorized user of the ViOS, Inc. Service brings against ViOS, Inc. (including the ViOS, Inc. Service), its subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, or licensors; (b) you bring against a third party, such as a Provider, that are based on, relate to, or arise out of in any way the use of or access or subscription to the ViOS, Inc. Service or this Use Agreement; or (c) ViOS, Inc. brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and ViOS, Inc., whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (ii) claims that arose before this Use Agreement or out of a prior Use Agreement with ViOS, Inc.; (iii) claims that are subject to on-going litigation where you are not a party or class member; and/or (iv) claims that arise after the termination of your use of or access or subscription to the ViOS, Inc. Service or this Use Agreement.

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DISPUTE NOTICE AND DISPUTE RESOLUTION PERIOD.

Before initiating an arbitration or a small claims matter, you and ViOS, Inc. each agree to first provide to the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute to ViOS, Inc. should be sent to ViOS, Inc. registered address. ViOS, Inc. will provide a Notice of Dispute to you at your last known physical address or email address. ViOS, Inc. will assign a representative to work with you and try to resolve your Dispute to your satisfaction. You and ViOS, Inc. agree to make attempts to resolve the Dispute prior to commencing an arbitration or small claims action. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or ViOS, Inc. may commence an arbitration proceeding or small claims action.

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ARBITRATION TERMS, PROCESS, RULES, AND PROCEDURES.

(1) Unless you and ViOS, Inc. agree otherwise, the arbitration will be conducted by a single, neutral arbitrator and will take place in New Castle Middletown, Delaware (or such other location to which ViOS, Inc. agrees). The arbitration will be governed by either: (a) rules that we mutually agree upon; or (b) the JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”), as modified by this agreement to arbitrate, including the rules about filing, administration, discovery, and arbitrator’s fees. The JAMS Rules are available on its website at jamsadr.com.  Notwithstanding any JAMS Rule to the contrary or any other provision in the arbitration rules chosen, by agreement, to govern the arbitration, we each agree that all issues regarding the Dispute are delegated to the arbitrator to decide, except that only a court (and not the arbitrator) shall decide any disagreements regarding the scope and enforceability of this agreement to arbitrate.

(2) The Federal Arbitration Act (“FAA”) applies to your use of or access or subscription to the ViOS, Inc. Service and this Use Agreement and arbitration provision. We each agree that the FAA’s provisions – not state law – govern all questions of whether a Dispute is subject to arbitration. To the extent that this agreement to arbitrate conflicts with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards for Procedural Fairness (the “Minimum Standards”), the Minimum Standards in that regard will apply. However, nothing in this paragraph will require or allow you or ViOS, Inc. to arbitrate on a class-wide, representative, or consolidated basis.

(3) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. YOU AND ViOS, Inc. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER IN ANY PUTATIVE CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and ViOS, Inc. expressly agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If any portion of this provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

(4) We each are responsible for our respective costs, including our respective attorneys, experts, and witnesses, unless this Use Agreement or applicable law otherwise permits the award of such to ViOS, Inc. We each will pay equally for any filing or case management fees associated with the arbitration and professional fees for the arbitrator’s services.

(5) An arbitrator’s award will be a written statement of the disposition of each claim and will also provide a concise written statement of the essential findings and conclusions which form the basis of the award. The arbitrator’s decision and award is final and binding, with some limited court review under the FAA, and judgment on the award may be entered in any court with jurisdiction.

(6) As an alternative to arbitration, we may resolve Disputes in small claims court in New Castle Middletown, Delaware (or such other location to which ViOS, Inc. agrees).

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NO TRIAL BY JURY AND NO CLASS ACTION

IF FOR ANY REASON A CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF OR ACCESS OR SUBSCRIPTION TO THE ViOS, Inc. SERVICE OR THIS USE AGREEMENT IN ANY WAY PROCEEDS IN COURT RATHER THAN IN ARBITRATION, REGARDLESS OF WHETHER THE CLAIM IS AN ACTION, COUNTERCLAIM, OR ANY OTHER COURT PROCEEDING, WE EACH AGREE THAT TO THE EXTENT ALLOWED BY LAW, THERE WILL NOT BE A JURY TRIAL OR CLASS ACTION AND WE EACH UNCONDITIONALLY (1) WAIVE ANY RIGHT TO TRIAL BY JURY AND (2) WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS, INCLUDING JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERTING A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY OTHER PROCEEDING.

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OTHER IMPORTANT TERMS

Subject to federal and state law or unless this Use Agreement specifically provides otherwise, your use of and access or subscription to the ViOS, Inc. Service and this Use Agreement is governed solely by the laws of the state of Delaware, without regard to conflicts of law principles. If either of us waives or doesn’t enforce a requirement under this Use Agreement in an instance, we don’t waive our right to later enforce that requirement. Except as this Use Agreement specifically provides otherwise, if any part of this Use Agreement is held invalid or unenforceable, the rest of this Use Agreement remains in full force and effect. This Use Agreement isn’t for the benefit of any third party except ViOS, Inc. subsidiaries, affiliates, parent companies, employees, subcontractors, agents, vendors, suppliers, licensors, and predecessors and successors in interest. You can’t assign this Use Agreement or any of your rights or duties under it, unless ViOS, Inc. agrees to the assignment. ViOS, Inc. can assign this Use Agreement without notice. You cannot in any manner resell the ViOS, Inc. Service to another party. This Use Agreement and the documents it incorporates make up the entire agreement between us and replaces all prior written or spoken agreements – you can’t rely on any contradictory documents or statements by sales or service representatives or the Providers. The rights, obligations, and commitments in the Use Agreement that, by their nature, would logically continue beyond the termination of your use of or access or subscription to the ViOS, Inc. Service (for example, those relating to billing, payment, dispute resolution, no class action, no jury trial) survive termination of your use of and access and subscription to the ViOS, Inc. Service and this Use Agreement.

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ELECTRONIC SIGNATURE

I have read this Use Agreement and I understand it. I agree to comply with it, on behalf of myself and on behalf of any other person on whose behalf I am or may in the future be seeking medical care including, but not limited to, telemedicine consulting, lifestyle counselling and expert medical second opinions. I understand and agree that if I fail to comply with the terms of the Use Agreement, I may be prohibited from using the ViOS, Inc. Service, and I will hold ViOS, Inc. harmless from any liability arising from my failure to comply. I hereby certify that I am at least eighteen years of age and possess the legal right and ability to enter into this Use Agreement under the name in which I have registered to use the ViOS, Inc. Service. I further certify that I am physically present in the state that I have designated at the time that I am accessing the ViOS, Inc. Service. I understand and acknowledge that my ability to access the ViOS, Inc. Service is conditional upon the above-mentioned criteria of my certification of age, legal authority, and physical presence at the time that I access the ViOS, Inc. Service, and that the Providers are relying upon this certification in order to interact with and facilitate health care services to me.

Contact

For more information, kindly contact us through:

ViOS, Inc.,

Support email: [email protected] 

651 N. Broad St. Suite 206 New Castle Middletown, Delaware 19709

United States of America.

PHONE +1(888) 8343025

Membership Terms of Service

Last updated: 3 June 2022

‍These Membership Terms of Service (“Terms”), which includes an agreement to arbitrate and consent to electronic communications, govern your access to and use of services provided by ViOS, Inc dba The VIOS Clinic (“The VIOS Clinic”, “we”, “us”, or“our”), including The VIOS Clinic website located at www.viosapp.com, the VIOS Clinic Health web application, membership services that include personal healthcare navigation services, wellness services, communication services, facilitation of access to telehealth services, including certain on-demand app and video-based telehealth services, and other technology-enabled or personal services provided by The VIOS Clinic or its affiliate (collectively, the“Services”). Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be bound by these Terms. If you are accepting these Terms for another person (“Family Member”) as such Family Member’s parent, guardian, conservator, or custodian, you agree to the terms, conditions, and notices contained or referenced herein on behalf of such Family Member. The VIOS Clinic provides management and administrative services to independent Physician entities or corporations within The VIOS Clinic provider network. The VIOS Clinic Health provides medical services, including telehealth services. These Terms govern your access to and use of the Services offered by The VIOS Clinic. Our Medical Terms of Service govern our provision, and your and your Family Member’s use of medical services provided by The VIOS Clinic Health or its regional health system partners. Please read the medical Terms of Services carefully before using The VIOS Clinic Health’s medical services. Please refer to our Privacy Policy to learn about our privacy practices with respect to your personal information. Please refer to our Notice of HIPAA Privacy Practices to learn about our privacy practices with respect to your Protected Health Information.

YOU AGREE THAT DISPUTES BETWEEN YOU AND The VIOS Clinic WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE DISPUTE SOLUTION PROCESS DESCRIBED IN SECTION 12 BELOW. UNLESS YOU OPT OUT OF ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE ASA PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU WISH TO OPT-OUT OF ARBITRATION, FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN SECTION 12.

1. Updates to the Membership Services Terms

We may modify these Terms from time to time. We will notify you of material changes by posting the updated terms on our website and the mobile application at least thirty (30) days before the effective date of the changes. If we have your email on file, we will also notify you of material changes to the Terms by email at least thirty (30) days before the effective date of the changes. Please make sure we have your current email address so that you will receive notice of any material changes. If you do not agree with the proposed changes, you should discontinue your use of the Services before the effective date of the changes. If you continue using the Services after the effective date, you will be bound by the updated Terms.

2. Account registration and security

You may use the services only for your own personal, non-commercial use. If you are registering on behalf of your Family Member, your Family Member may only use the Services for their own personal, non-commercial use. To access certain features of the Services or to become a member, you will have to create an account via the website at www.viosapp.com or The VIOS Clinic Health mobile app. It is important that you provide us with accurate and complete information for your account, and update it as needed. You are responsible for protecting your account username and password, and for all activities that occur under your account. You should immediately notify us of any unauthorized use of your account. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We will not be responsible for any loss or damage due to your failure to protect your account or your personal information.

3. Acknowledgement of Membership Fee

The VIOS Clinic charges an annual and/or membership fee (the “ Membership Fee”) for access to certain features of the Services. The Membership Fee may be modified by The VIOS Clinic from time to time. Certain members may have access to the Services through their employers, professional affiliations, partnerships, or other organizations, and as a result, the Annual Membership Fee will not apply to such members. The Membership Fee covers costs associated with personal services that enhance your healthcare experience, tools to facilitate access to healthcare services, and certain on-demand telehealth services, but are typically not covered by or billed to insurance. Membership services include higher-touch personal services such as specialist choice navigation, advice on provider selection, specialist booking and referral management, 24/7 connection to our services team, digital tools for easy access to The VIOS Clinic services, including telehealth services, as well as lifestyle and wellness offerings.

PAYMENT OF THE MEMBERSHIP FEE IS A REQUIREMENT TO RECEIVE MEDICAL SERVICES.

To learn more about the Membership Fee and these options, contact us at [email protected]om. The Membership Fee is not a covered benefit under any registered health insurance plans or other healthcare benefit plans such as the Health Saving Account or Flexible Spending Account. As a result, you acknowledge that you may not be able to submit the Membership Fee for coverage under your insurance or benefit plan, and as such, you will be responsible for the cost of such Membership Fee. For our paid members, The VIOS Clinic will charge your Membership Fee to your designated billing account. You agree to make the payment using your chosen payment method.

IF YOUR ACCOUNT IS SUBJECT TO THE MEMBERSHIP FEE, YOU AUTHORIZE US TO CHARGE YOUR CHOSEN PAYMENT METHOD THE ANNUAL MEMBERSHIP FEE AT THE TIME OF INITIAL PAYMENT AND EACH ANNUAL RENEWAL, UNTIL YOU CANCEL. YOU MUST CANCEL YOUR MEMBERSHIP BEFORE IT RENEWS TO AVOID BEING CHARGED THE ANNUAL MEMBERSHIP FEE FOR THE NEXT YEAR. YOU CAN CANCEL YOUR MEMBERSHIP AT ANY TIME BY CONTACTING US AT [email protected]. IF YOU CANCEL YOUR MEMBERSHIP AND YOUR SUBSCRIPTION TERM HAS NOT EXPIRED, YOU MAY CONTINUE TO USE THE SERVICES UNTIL THE END OF YOUR THEN-CURRENT MEMBERSHIP TERM AND YOUR MEMBERSHIP WILL NOT BE RENEWED AFTER YOUR THEN-CURRENT TERM EXPIRES. HOWEVER, YOU WON’T BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE MEMBERSHIP FEE PAID FOR THE THEN-CURRENT MEMBERSHIP PERIOD.

If the amount to be charged to you varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), for example, due to an increase in the Membership Fee, you have the right to receive, and we will provide, a notice of the amount to be charged and the date of the charge at least 30 days before the scheduled date of the transaction. If you do not agree with the new amount in the notice, you may cancel the transaction by contacting us at [email protected].

4. Service use termination

You may terminate your use of the Services at any time by not using the Services anymore. If you wish to terminate your membership, you can do so by logging into your account and selecting “cancel membership” or contacting us via email at [email protected]m. If you terminate your membership, your membership will remain active until the end of your then-current membership period.

We may terminate the Services or your use of the Services at any time for any reason by sending a notice to you at the email address you provided or otherwise contacting you or posting a notice on the Services. In order to protect the integrity of the Services, we may, at any time in our sole discretion, block users from certain IP addresses from accessing the Services. We are not required to provide you with notice prior to terminating or blocking your use of the Services or an associated reason. If we terminate your use of the services because you have breached these Terms or any other agreement you have entered into with us, you will not be entitled to any refund of the paid Annual Membership Fee. If we terminate the Service or your access to the Services other than due to your breach of these Terms or any other agreement you have entered into with us, you will be entitled to a pro-rata refund of the Membership Fee that you paid for the remainder of your membership period.

6. Use of the services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right and license to use the Services solely for your personal and non-commercial purposes. Your use of the Services must be in accordance with all applicable laws. You acknowledge that you do not acquire any other rights in the Services or any component thereof. The following is a list of the type of actions that you may not engage in with respect to the Services:

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• You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, “data mine”, or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Services or its contents;

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• You will not interfere, access, tamper with, or disrupt theServices or the servers or networks connected to the Services;

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• You will not attempt to probe, scan or test the vulnerability of the Services or any of our systems or network or breach any security or authentication measures;

• You will not use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URLs, or product names without our express written consent;

• You will not use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

• You will not post, distribute, or reproduce in any way any content that infringes third party intellectual property rights or violates third party rights of privacy or rights of publicity;

• You will not use, display, “frame” or”mirror” any part of the Services, our names, any of our trademarks, logos, or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from us;

• You will not collect or store any personal information, including personally identifiable information, from others without their express permission;

• You will not provide any inaccurate, incomplete, false, or misleading information about yourself when using the Services;

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• You will not allow any other person to use your account, username, or password to access the Services, and you will not use your account for any other person; and

• You will not assist or permit any person to engage in any of the activities described in this Section.

The Services are intended for use only within the United States and its territories. We make no representation that the Services are appropriate, or are available for use outside the U.S. and its territories. Those who choose to access and use our Services from outside the U.S. and its territories do so on their own initiative, at their own risk, and are responsible for compliance with applicable laws.

IF YOU ARE A RESIDENT OF A COUNTRY OTHER THAN THE UNITED STATES (U.S.), YOU MAY USE THE SERVICES ONLY WHEN YOU ARE PHYSICALLY LOCATED IN THE U.S. AND ITS TERRITORIES. YOUR LICENSE AND RIGHT TO USE THE SERVICES AUTOMATICALLY TERMINATES UPON YOUR DEPARTURE FROM THE U.S. AND ITS TERRITORIES. YOU UNDERSTAND AND AGREE THAT NON-U.S. RESIDENTS MAY NOT USE THE SERVICES OUTSIDE OF THE U.S. AND ITS TERRITORIES.

7. Consent to electronic communications

You agree that The VIOS Clinic may send the following to you by email or by posting them on our website and mobile application: legal disclosures; these Terms; Privacy Policy; future changes to any of the foregoing; and other notices, policies, communications or disclosures and information related to the Services. You agree that The VIOS Clinic may contact you via email, phone, text, or mail regarding your The VIOS Clinic membership or the Services. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy. Your consent to conduct actions electronically covers all interactions between you and The VIOS Clinic.

If you later decide that you do not want to receive certain future communications electronically, please send an email to admin@The VIOS Clinichealth.com or a letter to The VIOS Clinic Health, 5595 Pershing Ave, St Louis, MO 63112. You may also opt out of certain electronic communications through your account or by following the unsubscribe instructions in any communication you receive from The VIOS Clinic. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice described above.

The VIOS Clinic will need to send you certain communications electronically regarding the Services. You will not be able to opt-out of those communications – e.g., communications regarding updates to the Terms or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms provided to and accepted by, you. If you withdraw your consent to receive communications electronically, certain Services may become unavailable to you.

8. Intellectual property rights

The VIOS Clinic and our licensors retain all ownership rights, title, and interest (including all intellectual property rights) worldwide to the Services, including to all software and content. No rights are granted to you other than as expressly set forth in these Terms. All trademarks, service marks, and trade names are owned by The VIOS Clinic or other respective owners.

9. Disclaimers

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES WILL WE OR ANY OF OUR LICENSORS, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, OR RESULTING FROM ANY CONTENT POSTED ON THE SERVICES.

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND“AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. FURTHERMORE, WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH MATERIAL. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT.

Any general advice that may be posted on the Services is for informational purposes only and is not intended to replace or substitute for any medical or other advice. To the maximum extent not prohibited by law, we make no representations or warranties and expressly disclaim any and all liability concerning any treatment of, action by, or effect on any person following the general information offered or provided within or through the Services. If you have specific concerns or a situation arises in which you require medical advice, you should consult with an appropriately trained and qualified medical services provider.

10. Limitation of liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL WE AND OUR AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COSTOF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, WARRANTY, PRODUCT LIABILITY, TORT OR OTHER LEGAL THEORY AND EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU ARISING FROM THESE TERMS, OR THE USE OF OR INABILITY TO USE THE SERVICES WILL AT ALL TIMES BE LIMITED TO THE GREATER OF OF$100.00 OR THE AMOUNTS PAID BY YOU TO US FOR ACCESS TO AND USE OF SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

11. Exclusive remedy

If you are dissatisfied with the Services, your sole and exclusive remedy is to stop using the Services and cancel your membership account (if applicable).

12. Dispute resolution

Agreement to arbitrate

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at [email protected] within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use our Services. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, will be the state and federal courts located in the District of Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless you otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in the District of Delaware. All other claims will be arbitrated. This “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect, except as modified by this“Dispute Resolution” section. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for arbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAARules.

Arbitration Location and Procedure

Unless you agree with us otherwise, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the“Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be sole as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding anything to the contrary in these Terms, if we change this “Dispute Resolution” section after the date you accepted these Terms or access our Services, you may reject any such change by sending us written notice (including by email to terms@The VIOS Clinichealth.com) within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you accepted these Terms or accessed our services.

13. Links to third-party applications and websites

The Services may allow you to connect your account to applications owned or operated by third parties, including device makers, or may link to other websites that are owned or operated by third parties. We are not responsible, and disclaim all liability, for the privacy, security, performance, and service practices of such third parties, nor are we responsible for any content, advertising, products, services, or other materials made available on or through any such third party applications or websites. We make the connections and links available to you only as a convenience, and it is your decision whether to connect to third-party applications or access third-party websites.

14. General provisions

• These Terms will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

• We may change, suspend, or discontinue any of the Services at any time. We will try to give you prior notice of any material changes to the Services, but we are not obligated to do so. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

• These Terms do not confer any third-party beneficiary rights. You may not transfer any of your rights or obligations under these terms to anyone else without our consent.

• We appreciate your feedback, suggestions, and other communications (collectively, “Feedback”) about the Services. You should know that we can, but are not obligated to, use your Feedback without restriction or any obligation to compensate you, and we have no obligation to keep them confidential.

• Even after termination, these Terms will remain in effect such that all terms that by their nature may survive termination will be deemed to survive such termination.

• If any provision of these Terms is found by a proper authority to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and remain valid and enforceable, and the invalid or unenforceable provision will be deemed modified to the maximum extent necessary to make it valid and enforceable or, if modification is not permitted by law, the provision will be disregarded.

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If you have any questions about these Terms, please contact us at [email protected] • These Terms make up the entire agreement relating to your use of the Services and supersede all prior agreements relating to the subject matter hereof.