VITALCONNECT, INC.
TERMS OF USE
VITALPATCH® BIOSENSOR, VISTAPHONE AND VITALCONNECT PLATFORM

IF YOU HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

IMPORTANT - READ CAREFULLY. THESE TERMS OF USE (“TERMS”) ARE A LEGAL AGREEMENT BETWEEN YOU (OR YOUR LEGAL REPRESENTATIVE) (“YOU”) AND VITALCONNECT, INC. AND ITS AFFILIATES (COLLECTIVELY, “VITALCONNECT,” WE,“ “US,” OR “OUR”) FOR THE USE OF THE SERVICE AND ANY OF ITS COMPONENTS AND ACCESSORIES SOLD BY VITALCONNECT.

By clicking “I Accept”, or by accessing or using the Service (defined below), You represent and warrant that You have read, understand, and agree to be legally bound by these Terms, including the use of Your personal information as described herein and in our Notice of Privacy Practices, and that You are of legal age to enter into a binding contract. Your use of the Service is expressly conditioned on Your acceptance of the Terms contained herein. If You do not agree to these Terms, including the mandatory arbitration provision in Section 18, please do not use the Service.

Section 18 of these Terms contains a mandatory binding arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to You in the event of certain disputes related to the Service. BY AGREEING TO THESE Terms, You understand and agree that You are waiving Your right to a jury trial and to participating in a class action. See Section 18.

Additional terms that are specific to a particular aspect of the Products or Services may be set forth in connection with the use of that particular aspect of the Products or Services. You may be required to agree to them as a condition of accessing or using aspects of the Products or Service. In the event of a conflict between other additional terms, on the one hand, and these Terms, on the other hand, these Terms shall control to the extent of the conflict.

1. The Service

These Terms apply to and govern Your use of the VitalPatch® Biosensor Product (each a “Patch”) and VistaPhone (or similar device provided by VitalConnect, the “Device”) and any of their components and accessories sold by VitalConnect (collectively with the Patch and Device, the “Products”) and access to and use of VitalConnect Platform (the “Platform”) provided by VitalConnect. The Products, Platform, and associated services are the “Service.” VitalConnect provides the Service to enable remote cardiac monitoring ordered by your physician. These Terms do not apply to other VitalConnect applications, websites, or programs.

The Service also includes, more specifically: (a) Your use of the Products and Platform in connection with the health care services provided by Your qualified healthcare professionals and physicians; (b) the VitalConnect Platform and electronic messages or alerts that may pertain to the Service; (c) VitalConnect's application programming interface, access tokens, HTML scripts, code snippets, tools, instructions, documentation and other materials made available by VitalConnect; and (d) any other services provided by VitalConnect that link to or are incorporated into these Terms.

You are deemed to have accepted the Products delivered or provided to You.

Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, You represent and warrant to us that: (a) You are an individual who is at least 18 years old; (b) You have not previously been suspended or removed from the Service; (c) Your registration and Your use of the Service is in compliance with all applicable laws and regulations; and (d) you have read the VitalConnect Notice of Privacy Practices, as further described in Section 11 below.

Accounts and Registration. To access most features of the Service, your health care provider must register you for an account. When registering you for an account, your health care provider may be required to provide us with some information about You. You agree that the profile information your health care provider provides to us is accurate and that you will keep it accurate and up-to-date at all times. You understand and agree that as part of the registration process we may use this information to verify your eligibility to use the Service. If you have reason to believe that your account is no longer secure, then you must immediately notify us at Privacy@VitalConnect.com.

Location Based Services. Your Device is provided to you with precise location data collection turned on by default. The location of the Device is collected through a variety of means, including GPS location, IP address, or cellular, Wi-Fi, or Bluetooth signals, as available. A Device must collect precise location data to provide you the Service (for example, for Bluetooth connectivity with Patches) and for Device recovery purposes. Generally, the location data will remain on the Device for Service purposes only and will not be transmitted to VitalConnect. However, if VitalConnect seeks to recover a Device because it has not been returned, VitalConnect may also access the location data for the purpose of seeking recovery of the Device. The Service will not function properly if location data collection is turned off.

2. Our Medical Disclaimers and Your Related Representations and Warranties

THE SERVICE AND DATA RECORDED BY THE SERVICE ("SYSTEM DATA") IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT IN DIAGNOSING AND TREATING PATIENTS. NEITHER VITALCONNECT NOR THE SERVICE, SYSTEM DATA, OR ANY REPORTS GIVES MEDICAL ADVICE, PROVIDES MEDICAL, TREATMENT, HEALTHCARE, OR DIAGNOSTIC SERVICES OR ADVICE, OR SHOULD BE INTERPRETED AS A SUBSTITUTE FOR CONSULTATION WITH A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL. YOU SHOULD ALWAYS CONSULT WITH A DOCTOR OR OTHER HEALTH CARE PROFESSIONAL FOR MEDICAL ADVICE OR INFORMATION ABOUT DIAGNOSIS AND TREATMENT.

RELIANCE UPON THE SERVICE, SYSTEM DATA, OR REPORTS BY YOU IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT VITALCONNECT IS IN NO WAY RESPONSIBLE FOR THE USE OF ANY PHARMACOLOGICAL, MEDICAL, LEGAL, OR SIMILAR INFORMATION CONTAINED IN, ENTERED INTO, OR USED IN CONNECTION WITH THE SERVICE, SYSTEM DATA, OR REPORTS, AND YOU, AS APPLICABLE, SHOULD VERIFY THE ACCURACY OF THE SYSTEM DATA AND REPORTS AND COMPLETENESS OF SUCH INFORMATION.

THE SERVICE MUST NOT BE USED IN MEDICAL EMERGENCIES OR BY CRITICAL CARE PATIENTS. YOU SHOULD SEEK EMERGENCY HELP OR FOLLOW UP CARE WHEN RECOMMENDED BY YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL OR WHEN OTHERWISE NEEDED. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL CONCERNING QUESTIONS YOU HAVE REGARDING A MEDICAL CONDITION AND BEFORE STOPPING, STARTING, OR MODIFYING ANY TREATMENT PLANS. YOU SHOULD NOT DISREGARD OR DELAY TO SEEK MEDICAL ADVICE BASED ON ANYTHING THAT APPEARS OR DOES NOT APPEAR IN THE SERVICE. IF YOU BELIEVE YOU HAVE AN EMERGENCY, CALL 9-1-1 IMMEDIATELY!

You also acknowledge that, depending on wireless connectivity, a temporary interruption of data transmission is possible, which may impact continuous or real-time monitoring. You agree, by using any part of the Service, to hold VitalConnect, its subsidiaries and affiliates, and its and their respective licensor, officers, directors, agents, employees, and representatives and any party acting on VitalConnect's behalf (“VitalConnect Indemnitees”) harmless from any medical decision, judgment or error made by or with Your qualified healthcare professional(s). You acknowledge that You are responsible for timely making all co-pays and payments associated with Your use of the Service, and that VitalConnect assumes no such responsibility whatsoever.

3. Communications

By providing us with Your contact information and using the Service, You agree to receive communications (“Communications”), including via e-mail and phone calls (including text messages and calls made using an autodialer or prerecorded voice message) and push notifications, from or on behalf of VitalConnect at the email address or telephone number You provided even if that number is on a National or State Do Not Call List. These calls and messages are for informational and transactional purposes, such as to verify your insurance information, assist with billing questions, remind you to return a Device and Patches and other Products, or provide You with the information or consultation You requested. Standard text messaging and telephone minute charges applied by Your cell phone carrier will apply. You agree that VitalConnect may send Communications to Your personal mobile device for Service-related or marketing purposes provided that we do so in accordance with these Terms and the VitalConnect Notice of Privacy Practices.

You are responsible for monitoring these Communications. You acknowledge and agree that You will not hold any VitalConnect Indemnitee liable for any loss, injury or claim of any kind resulting from Your failure to read these Communications or for Your compliance or failure to comply with any information, recommendations, or instructions in these Communications.

VitalConnect and its vendors may, without further notice or warning and in our discretion, monitor and/or record website and mobile application usage (including through the use of cookies and similar technology), video and voice calls, and text message-based communications for our business purposes, such as quality assurance and training purposes and to protect our rights and the rights of others, and You hereby consent to such monitoring and recording.

IF YOU WISH TO OPT OUT OF MARKETING EMAILS FROM US, YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE MARKETING EMAIL ITSELF. IF YOU WISH TO OPT OUT OF SMS AND MMS TEXTS FROM US, YOU MAY REPLY “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. You understand and agree that You may continue to receive communications while VitalConnect processes Your opt-out request, and You may also receive a communication confirming the receipt of Your opt-out request.

Under some circumstances, VitalConnect may present You with notifications, prompts with links to additional information, or suggested actions based on information You have provided to VitalConnect. VitalConnect makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of any notifications. You accept that any reliance on these notifications will be at Your own risk, and VitalConnect disclaims all liability arising from Your use of them or reliance upon them.

4. Right to the Service

VitalConnect retains all right, title, and ownership to the Products VitalConnect provides to You. No title or ownership rights to Products pass or transfer to You. You are permitted to use Products provided to You by VitalConnect for their intended use solely as permitted by these Terms and any instructions for use. You are prohibited from selling, distributing, or otherwise using any Products for commercial use.

Subject to Your continued right to use the Platform and Your compliance with these Terms, VitalConnect grants, in accordance with these Terms, to You a limited nonexclusive, nontransferable, non-sublicenseable, revocable right to access and use the Platform solely in accordance with these Terms for Your personal lawful purposes (and not for redistribution or other commercial use) and for no other purpose.

5. Reservation of Rights and Ownership

VitalConnect and/or its licensors are the owner of all right, title, and interest in and to the Service, including all rights to the design, visual interfaces, graphics, design, compilation, information, data, software code, scripts, database structures, trademarks, copyrights, patents, and other intellectual property included in or utilized by the Service, and any updates thereto (“VitalConnect IP”). VitalConnect IP is protected by applicable intellectual property and other laws, including laws governing patents, copyrights, trade secrets, trademarks, and unfair competition.

Without limiting the foregoing, any and all goodwill associated with Your use of the VitalConnect IP (as defined below) or the intellectual property rights therein will inure to the benefit of VitalConnect.

VitalConnect reserves all rights not expressly granted to You in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to VitalConnect IP. You may not and shall not permit any other person to copy, distribute, display, modify, or otherwise use any VitalConnect IP except as expressly permitted by these Terms.

If You choose to provide input or suggestions regarding Your experience with the Service (“Feedback”), then You hereby grant VitalConnect an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

6. Restrictions

You may access and use the Service only for lawful purposes. You are responsible for all transmissions you send, receive, post, access, or store via our Service, including the content of any communication. By using the Service you shall not, directly or indirectly, and may not permit or cause any other person to: (a) use or access the Service (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law; (b) conduct activities that may be harmful to others or that could damage VitalConnect's reputation; (c) distribute, publish, or send through the Service: (i) any unsolicited messages or spam, including any unsolicited advertisements, solicitations, commercial e-mail messages, informational announcements, or promotional messages of any kind, (ii) chain mail, (iii) numerous copies of the same or substantially similar messages, (iv) empty messages, (v) messages that contain no substantive content, (vi) very large messages or files that disrupt a server, account, newsgroup, or chat service, or (vii) any message that is categorized as “phishing”; (d) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right, or violating any third party privacy right; (e) post, upload, or distribute marketing or advertising links or content, or any other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; (f) use scrapers, robots, spiders, or other automatic device, process, or means to access the Service for any purpose, including for data gathering/harvesting or monitoring or copying any data or materials provided through the Service; (g) interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Service, including the app(s), except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction; (h) interfere with the operation of the Service or any user's enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code, (ii) making any unsolicited offer or advertisement to another user of the Service, (iii) attempting to collect personal information, or other information about another user or third party without their consent, or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server; (i) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or accreditation, accessing any other Service account without permission, or falsifying your account registration information; (j) modify, translate, copy, frame, mirror, or create derivative works, adaptations or compilations of, or based on, the Service or part thereof, or use, copy or reproduce the Service or any part thereof other than as expressly permitted in this Policy; (k) use the Service during any activity that may distract you from safely doing other activities; for example, using the Service while driving or operating machinery; (l) use the Service for timesharing or service bureau or message relay purposes or otherwise for the benefit of a third-party entity that is not affiliated with Customer; or (m) attempt to do any of the acts described in this Section 6, or assist or permit any person in engaging in any of the acts described in this Section 6.

Use of the Service and its full functionality may require You to use qualifying devices (including, without limitation, a Device) and software. It is Your responsibility to ensure that You have such devices and software and Your failure to do so may affect the performance or availability of the Service.

7. System Data and Retention and Return of Products

You are responsible for returning the Device and unused Patches and other Products upon completion of the monitoring period as ordered by Your doctor or earlier if You are no longer using the Device for any reason. You may be billed for the cost of the Device and unused Patches and other Products if you fail to return them in accordance with the return instructions provided in the Product kit.

We may receive Products for the purpose of retrieving System Data recorded on them. We may then make available System Data to You. We do not return the Products we receive. You understand and agree that when we receive Products, we take full right, title, and interest in the Products without limitation. You disclaim all ownership rights in such Products.

8. Patient Financial Responsibility and Assignment of Benefits

You acknowledge and agree that by using the Service you agree to the Patient Financial Agreement applicable to the Service.

9. Update, Change, or Suspend the Service

VitalConnect may, at any time, provide or make available updates or upgrades to the Service (“Updates”), including without limitation bug fixes, Service enhancements, new features, deletion of existing functions, or modification of the Service. Updates will be governed by these Terms unless separate terms and conditions are provided with such Updates, in which case that separate terms and conditions shall govern the Updates.

VitalConnect expressly reserves the right to change, suspend, remove, limit the use of or disable the access to the Service or any service associated with the Service (including, without limitation, any services VitalConnect provides to collect System Data and provide reports to You) or any portion thereof at any time without notice or liability or compensation to You.

10. Right to Monitor - Third Party Services and Content

10.1 Right to Monitor. VitalConnect reserves the right to gather data on the Service usage to ensure that the Service is being used in accordance with the Terms. Any unauthorized use by You shall be considered by VitalConnect to be a violation of the Terms. VitalConnect reserves the right to remedy violations immediately upon discovery.

10.2 Third Party Services and Content. Third party services, devices, and/or content may also be available to You in connection with the Service. VitalConnect disclaims any warranty or representation to any third party services, devices, or content in all aspects including, but not limited to, use of, functioning, performance, quality, accuracy, effectiveness, lack of viruses, privacy practices, non-infringement of third-party rights and compliance of any applicable laws or regulations. The use of third party services, devices, and content may be governed by such third party provider's terms of use, license agreement, privacy policy, and/or other such agreement.

11. Privacy and Consent for Collection and Use of Data

You acknowledge and agree that VitalConnect and/or parties that are entrusted by VitalConnect may collect and use information necessary to provide the Service, and Updates and improve or enhance any aspect of the Service. Your information will be treated by VitalConnect in accordance with the Notice of Privacy Practices applicable to the Service, which can be viewed at: https://vitalconnect.com/privacy-policy/. VitalConnect may update the Notice of Privacy Practices from time to time, so please periodically review the Notice of Privacy Practices. VitalConnect is not responsible for information You share outside of the Service. VitalConnect is also not responsible for the privacy practices of third parties to which You share information.

To the extent that VitalConnect collects or receives Your information in its role as a Covered Entity or Business Associate under HIPAA, we will handle Your information in accordance with HIPAA, our Notice of Privacy Practices, and our agreements with customers who are Covered Entities under HIPAA, as applicable.

12. Compliance with Law

You acknowledge and agree to comply with any and all applicable laws and regulations in using the Service including without limitation, all applicable export restriction laws and regulations.

13. Termination

13.1 Effective Date. These Terms are effective upon Your acceptance of the Terms, or upon Your accessing or otherwise using the Service.

13.2 Termination. You may terminate Your use of the Service and we may terminate our provision of the Service and any services associated with the Service (including, without limitation, any services VitalConnect provides to collect System Data and provide reports to You) and the Terms at any time.

13.3 Effects of Termination. Upon termination of the Terms, You shall no longer have any right to use the Service or any aspect of the Service (including, without limitation, any services VitalConnect provides to collect System Data and provide reports to You through the Platform) under these Terms, and You must immediately cease use of the Platform. You acknowledge that You are responsible for returning the Products (including, without limitation, all Devices, unused Patches and other Products) associated with the Products or Service per the instructions provided to You, and should You fail to do so, You will be responsible and liable for paying the cost of any replacement(s) and/or the cost and expense of recovering the Products. Subject to applicable law, upon termination, VitalConnect reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Service pursuant to its contracts and internal record retention and/or content destruction policies. After such termination, VitalConnect will have no further obligation to provide the Service.

14. Disclaimer of Warranty

THE SERVICE (AND ALL COMPONENTS THEREOF) AND ALL DATA AND CONTENT AVAILABLE THROUGH THE SERVICE IS PROVIDED "AS IS", "WHERE IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VITALCONNECT AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OR GUARANTEES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICE, AND SPECIFICALLY DISCLAIMS AND YOU EXPRESSLY WAIVE ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION, (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (c) ANY WARRANTY AS TO WHETHER THE DATA OR OTHER INFORMATION AVAILABLE THROUGH OR TRANSMITTED BY THE SERVICE IS TRUE, COMPLETE OR ACCURATE.

WITHOUT LIMITING THE PREVIOUS DISCLAIMER, VITALCONNECT AND OUR LICENSORS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICE (v) WILL OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE MANNER; (w) WILL ALWAYS BE AVAILABLE OR FREE FROM ALL HARMFUL COMPONENTS, VIRUSES, OR ERRORS; (x) OR THE SYSTEM DATA WILL BE SECURE OR IMMUNE FROM UNAUTHORIZED ACCESS; (y) OR THE SYSTEM DATA WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (z) THAT THE QUALITY OF THE SERVICE OR SYSTEM DATA WILL BE SATISFACTORY TO YOU OR THAT ERRORS WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VITALCONNECT OR ANY SYSTEM DATA, MATERIALS, OR INFORMATION AVAILABLE THROUGH OR IN CONNECT WITH THE SERVICE WILL CREATE ANY WARRANTY REGARDING VITALCONNECT OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY HARM OR DAMAGE THAT MAY RESULT TO YOU FROM YOUR USE OF OR ACCESS TO THE SERVICE, SYSTEM DATA, AND ANY MATERIALS OR INFORMATION AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN SYSTEM DATA, MATERIALS, OR CONTENT THROUGH OR IN CONNECTION WITH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICES USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR INFORMATION.

NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT, OR LIABILITY IN A MANNER THAT IS NOT PERMISSIBLE UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF IMPLIED TERMS. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND THE LIABILITY OF VITALCONNECT AND THEIR LICENSORS AND SERVICE PROVIDERS WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Consumer Protection Notice. Please note that, if you are a consumer, the limitations in these Terms are intended to be only as broad and inclusive as is permitted by the laws of your state of residence. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VITALCONNECT, ITS SUBSIDIARIES OR AFFILIATES, OR ITS OR THEIR RESPECTIVE LICENSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, OR REPRESENTATIVES OR ANY PARTY ACTING ON VITALCONNECT'S BEHALF BE LIABLE TO YOU FOR (AND YOU HEREBY WAIVE) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE DAMAGES OR LOST PROFITS, ARISING UNDER THESE TERMS OR ASSOCIATED WITH YOUR USE OF THE SERVICE, RECEIPT OF SYSTEM DATA, OR WITH RESPECT TO ANY VITALCONNECT IP EVEN IF VITALCONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY, PRODUCT LIABILITY, STRICT LIABILITY, FAILURE TO WARN, INFRINGEMENT OR ANY OTHER THEORY REGARDLESS OF WHETHER OR NOT VITALCONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION AND WAIVER ALSO APPLIES TO ANY CLAIMS YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT VITALCONNECT WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM. VITALCONNECT SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, BREACH OF SECURITY ASSOCIATED WITH THE SERVICE, OR FOR ANY CONTENT, VIDEO OR COMMUNICATIONS ON THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SAME, REGARDLESS OF THE FORM OF ACTION OR BASIS OF ANY CLAIM. IF YOU HAVE A DISPUTE WITH US OR ARE DISSATISFIED WITH THE SERVICE, TERMINATION OF YOUR USE OF THE SERVICE IS YOUR SOLE REMEDY. VITALCONNECT HAS NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU. IF, NOTWITHSTANDING THE FOREGOING LIMITATIONS, A COURT OR DISPUTE RESOLUTION AUTHORITY WITH JURISDICTION OVER VITALCONNECT FINDS THAT VITALCONNECT MUST PAY DAMAGES, VITALCONNECT'S MAXIMUM AGGREGATE LIABILITY OF ANY KIND ARISING UNDER OR RELATING TO THESE TOS, THE SERVICES, OR VITALCONNECT IP SHALL BE THE AMOUNT YOU PAID FOR THE PRODUCTS GIVING RISE TO THE LIABILITY.

THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY; MOREOVER, THESE LIMITATIONS WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

16. Indemnification

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS VITALCONNECT INDEMNITEES, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LIABILITIES, LOSSES, DAMAGES, JUDGMENTS, FINES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES (COLLECTIVELY, “CLAIMS”) ARISING OUT OF OR RELATED TO (a) ANY USE OF THE SERVICE BY YOU OR BY ANY PERSON THAT YOU ALLOW TO USE THE SERVICE, (b) ANY USE OF OR RELIANCE ON THE SYSTEM DATA, (c) ANY BREACH OF THE TERMS BY YOU OR BY ANY PERSON THAT YOU ALLOW TO USE THE SERVICE, (d) ANY VIOLATION OF ANY LAWS, REGULATIONS OR THE RIGHTS OF ANY THIRD PARTY BY YOU OR BY ANY PERSON THAT YOU ALLOW TO USE THE SERVICE, (e) ANY DISPUTE OR ISSUE BETWEEN YOU AND ANY THIRD PARTY, (f) YOUR ACTS OR OMISSIONS, (g) YOUR VIOLATION OF A THIRD PARTY'S RIGHTS.

VITALCONNECT SHALL PROVIDE THE ORGANIZATION WRITTEN NOTICE OF CLAIMS AGAINST ANY OF THE VITALCONNECT INDEMNITEES WITHIN A REASONABLE PERIOD OF TIME (PROVIDED, HOWEVER, THAT A DELAY IN NOTIFICATION SHALL EXCUSE YOUR DEFENSE AND INDEMNIFICATION OBLIGATIONS ONLY TO THE EXTENT SUCH DELAY MATERIALLY PREJUDICES THE DEFENSE OF SUCH CLAIMS). NOTWITHSTANDING THE ORGANIZATION'S OBLIGATION TO DEFEND VITALCONNECT INDEMNITEES AGAINST CLAIMS AS SET FORTH IN IN THIS THESE TERMS, VITALCONNECT SHALL HAVE THE RIGHT TO EXCLUSIVE CONTROL OF THE DEFENSE AND SETTLEMENT OF THE CLAIMS AND/OR TO SELECT COUNSEL TO DEFEND AGAINST AND NEGOTIATE RESOLUTION OF SUCH CLAIMS. YOU SHALL GIVE VITALCONNECT ALL REASONABLE ASSISTANCE, AT YOUR EXPENSE. YOU MAY NOT SETTLE ANY CLAIM AGAINST THE VITALCONNECT INDEMNITEES UNLESS THE SETTLEMENT UNCONDITIONALLY AND FULLY RELEASES VITALCONNECT INDEMNITEES OF ALL LIABILITY AND FAULT AND THE VITALCONNECT INDEMNITEES HAVE PROVIDED WRITTEN CONSENT TO SUCH SETTLEMENT.

17. Release

To the fullest extent permitted by applicable law, You release VitalConnect from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between You and the acts or omissions of third parties, including without limitation qualified healthcare professionals. If You are a California resident, You hereby waive any rights You may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which You may know or suspect to exist in Your favor at the time of agreeing to this release.

18. Dispute Resolution and Arbitration

18.1 Generally. In the interest of resolving disputes between You and VitalConnect in the most expedient and cost effective manner, You and VitalConnect agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims (including, without limitation, substantive claims and threshold questions of the applicability and scope of this Section 18) arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, products liability, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND VITALCONNECT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

18.2 Exceptions. Despite the provisions of Section 18.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

18.3 Arbitrator. To the fullest extent permitted under applicable law, any arbitration between You and VitalConnect will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting VitalConnect.

18.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). VitalConnect's address for Notice is: VitalConnect, Inc., Attention: Legal Department, 2870 Zanker Rd, Suite 100, San Jose, CA 195134. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, You or VitalConnect may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or VitalConnect must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

18.5 Fees. If You commence arbitration in accordance with these Terms, VitalConnect will reimburse You for Your payment of the filing fee, unless Your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California, but if the claim is for $10,000 or less, You may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of Your billing address. If the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, You agree to reimburse VitalConnect for all monies previously disbursed by it that are otherwise Your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

18.6 No Class Actions or Mass Arbitration. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND VitalConnect AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR PARTICIPANT IN MASS ARBITRATION OR REPRESENTATIVE PROCEEDING. Further, unless both You and VitalConnect agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a mass, representative, or class proceeding.

18.7 Modifications to this Arbitration Provision. If VitalConnect makes any future change to this arbitration provision, other than a change to VitalConnect's address for Notice, You may reject the change by sending us written notice within 30 days of the change to VitalConnect's address for Notice, in which case Your account with VitalConnect will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes You rejected will survive.

18.8 Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice”) in accordance with the terms of this Section. For new users, the Opt-Out Notice must be postmarked no later than 30 days after the date You use the Service for the first time. You must mail the Opt-Out Notice to VitalConnect, Inc., Attention: Legal Department, 2870 Zanker Rd, Suite 100, San Jose, CA 95134. The Opt-Out Notice must state that You do not agree to the arbitration agreement and must include Your name, address, phone number, and the email address(es) used to log in to the Service to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way You can opt out of the arbitration agreement. If You opt out of the arbitration agreement, VitalConnect will likewise not be bound by these arbitration provisions. All other terms of these Terms will continue to apply. Opting out of the arbitration agreement has no effect on any previous, other, or future arbitration agreements that You may have with us. VitalConnect users who accepted a previous version of these Terms that included an arbitration agreement, and who did not timely opt out of that arbitration agreement, remain bound by the last arbitration agreement that they accepted. Upon receipt of a valid Opt-Out Notice, VitalConnect will provide the opting out user with a copy of the arbitration agreement from the last version of the Terms that the user accepted, if any exists.

18.9 Enforceability. If Section 18.6 is found to be unenforceable or if the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 (except this Section 18.9) will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 19.1 will govern any action arising out of or related to these Terms.

19. General Terms

19.1 Choice of Law/Venue. These Terms, including all revisions and amendments thereto, are governed by and construed in accordance with the laws of California, without regard to its conflict or choice of law principles. If a lawsuit or court proceeding is permitted under these Terms, then You and VitalConnect agree to submit to the exclusive jurisdiction of the state courts and federal courts located within California for the purpose of litigating any dispute, and You hereby consent to the personal jurisdiction and venue thereof.

19.2 No Agency. The parties do not intend by entering into these Terms to create a partnership, joint venture, agency, or any other such relationship. Nothing in these Terms shall be construed to expressly or impliedly create such a partnership, joint venture, agency or other relationship and nothing in these Terms authorizes You to make any contract, agreement, warranty, or representation on behalf of VitalConnect. Each of the parties warrants and represents that it has not and will not hold itself out as a representative, agent, servant, or employee of the other party for any purpose. Each party assumes sole responsibility for fully complying with applicable laws.

19.3 No Third Party Beneficiaries. These Terms is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

19.4 Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to these Terms shall be brought by You more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law. You acknowledge and agree that Your breach or threatened breach of this Agreement shall cause VitalConnect irreparable damage for which recovery of money damages would be inadequate and that VitalConnect therefore may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.

19.5 Entire Agreement. These Terms are the complete and exclusive statement of these Terms with respect to the subject matter hereof and supersede all other communications or representations or agreements (whether oral, written, or otherwise) relating thereto.

19.6 Severability. If any term or provision of this Terms is held to be void or unenforceable by any judicial or administrative authority, such determination shall not affect the validity of enforceability of the remaining terms and provisions of this Terms. The remaining provisions of this Terms shall remain in effect and shall be construed in accordance with its terms.

19.7 Survival. The introduction and Sections 1-3, and 5-19 of the Terms, and any other provision that by its nature should continue to be in effect, shall survive the expiration or earlier termination of the Terms, and shall remain valid and binding.

19.8 Headings. The headings contained in the Terms are for reference purposes only and shall not affect the meaning or interpretation of the Terms.

19.9 No Waiver. The failure of VitalConnect to enforce at any time any of the provisions of the Terms, or the failure by VitalConnect to require at any time performance by You of any of the provisions of the Terms, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of VitalConnect to enforce such provision thereafter. The express waiver by VitalConnect of any provision, condition or requirement of the Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

19.10 Third Party Services and Sites. We may offer links or other functions or materials on the Service which allow You to interact with a third party service (e.g., third party cloud storage or email services) or browse or be redirected to a third party's website, such as a social networking platform. We are not associated with, endorsing, or responsible for the Services, websites, or content or privacy practices of these third parties. If You have any questions about these other companies' practices, You should review their terms of use and other policies.

19.11 Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies Your rights or obligations, we will take steps to notify You. Material modifications will be effective upon Your acceptance of such modified Terms or upon Your continued use of the Service after we send or post our notification of the changes, whichever is earlier. Other modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

19.12 Prohibition of Assignment. You may not assign, transfer or sublicense any obligations or benefits under these Terms without the prior written consent of VitalConnect. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

19.13 Subcontractors. VitalConnect may engage subcontractors to perform, provide, or support the performance or provision of, all or any portion of the Service.

19.14 Force Majeure. To the fullest extent permitted under applicable law, VitalConnect will be excused from performance under these Terms for any period that it is prevented from or delayed in performing any obligations pursuant to these Terms, in whole or in part, as a result of a Force Majeure Event. For purposes of this Section 19.14, "Force Majeure Event" means an event or series of events caused by or resulting from any of the following: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes, (d) labor strikes; (e) telecommunications, network, computer, server or Internet disruption or downtime; (f) unauthorized access to VitalConnect's information technology systems by third parties; (g) epidemics or pandemics; (h) criminal acts; or (i) other causes beyond the reasonable control of VitalConnect.

19.15 Export. You may not use the Service if You are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where You are using the Services. The Products is subject to United States export and re-export controls, restrictions, including any United States embargoes or other federal rules and regulations restricting exports, and You must comply with them. Unless in compliance with applicable law and specifically authorized in writing by VitalConnect prior to any access, You shall not export the Products under any circumstances whatsoever. Even with VitalConnect's authorization, it is Your obligation to obtain any required authorization and/or approval from any governmental authority as may be necessary to export or import the Products.

19.16 Notice. All notifications to VitalConnect under these Terms should be sent via email and first class mail to:

VitalConnect, Inc.
Attention: Privacy
2870 Zanker Rd, Suite 100
San Jose, CA 95134
Privacy@VitalConnect.com

By clicking on the “I Accept” button below, You represent that You have reviewed and agree to be bound by these Terms. If You do not agree to be bound by these Terms in their entirety, click the “I Decline” button below and do not attempt to use any of the Service accompanying these Terms.

MKT-191 Rev. C
Effective Date: March 2025