ViewFi Terms of Service

These Terms of Service (hereinafter, the “Agreement”) are a legal contract between ViewFi Health, Inc., (hereinafter, “ViewFi”, “us” or “we”) and you, and set forth the terms and conditions which govern your use of the ViewFi website (the “Site”), the text, data, information, software, graphics, videos, photographs and other materials (collectively referred to as “Materials”) available on the Site, the services offered on or through the Site (hereinafter, the “Services”), and any software that we provide for installation and use on a mobile device that permits you to access and use the Services (each a “Mobile Application” and, collectively with the Site and Services, the “ViewFi Platform”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE VIEWFI PLATFORM. BY USING ANY PART OF THE VIEWFI PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE VIEWFI PLATFORM OR ANY MATERIALS AND MUST IMMEDIATELY CEASE SUCH USE. VIEWFI MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE ACCOMPLISHED BY POSTING THE MODIFIED AGREEMENT ON THE SITE AND, IF YOU HAVE REGISTERED FOR AN ACCOUNT WITH VIEWFI (AS DESCRIBED BELOW), WE WILL NOTIFY YOU OF SUCH CHANGES VIA EMAIL. IF YOU DO NOT AGREE TO CHANGES IN THESE TERMS, THEN CANCEL YOUR REGISTRATION BY CONTACTING SUPPORT@VIEWFI.COM WITHIN 30 DAYS OF YOUR RECEIPT OF OUR NOTICE OF CHANGES. YOUR USE OF THE VIEWFI PLATFORM FOLLOWING SUCH NOTICE SHALL BE DEEMED YOUR ACCEPTANCE OF SUCH CHANGES. IF WE REQUEST, YOU AGREE TO SIGN A NON-ELECTRONIC VERSION OF THIS AGREEMENT.

DO NOT USE THE VIEWFI PLATFORM TO SEEK EMERGENCY MEDICAL SERVICES INCLUDING FOR SOMEONE WHO IS UNCONSCIOUS, NOT BREATHING OR GASPING FOR AIR, EXPERIENCING AN ALLERGIC REACTION, HAVING CHEST PAIN, UNCONTROLLABLY BLEEDING, OR ANY OTHER SYMPTOMS THAT REQUIRE IMMEDIATE OR EMERGENT MEDICAL ATTENTION. CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY IF YOU HAVE AN EMERGENCY MEDICAL NEED. THE VIEWFI PLATFORM IS INTENDED FOR MUSCULOSKELETAL RELATED SERVICES ONLY; IT IS NOT A GENERAL HEALTHCARE SERVICES PLATFORM AND DOES NOT PROVIDE FULL SCOPE MEDICAL SERVICES.

NOTE: THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH VIEWFI. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

Scope of ViewFi Platform Services and Allocation of Responsibilities.

The Services offered by ViewFi Health, Inc. are technical and administrative support services. The clinical services provided through the ViewFi Platform are provided by ViewFi’s independent, affiliated medical clinics, including ViewFi Health National Provider Services, LLC; ViewFi Health Penn, P.C.; ViewFi Health Medical Services of New Jersey, P.C.; ViewFi Health CA, P.C.; ViewFi Health Texas, PLLC; and ViewFi Health MI, P.C. (collectively referred to herein as the “Clinics”), and their independent licensed medical professionals. All clinical and healthcare services are provided by the applicable Clinics and are provided in the licensed healthcare provider’s sole and exclusive discretion. ViewFi does not itself provide any medical services and does not and is not intended to provide medical advice, diagnosis or treatment. Your provider/patient relationship is established between you and your treating healthcare provider.

The ViewFi Platform includes access to real-time audio/video telehealth technology, AI-powered medical scribe functionality for clinical documentation, electronic health record integration and clinical workflow tools, and patient engagement features. By using the ViewFi Platform, you understand that medical services made available to you may be limited by the virtual nature of the encounter. Your treating healthcare provider is solely responsible for determining whether appropriate clinical care can be provided to you through a virtual platform. You acknowledge that there are technological limitations to telehealth that may affect the quality of services. To access medical services through the ViewFi Platform, you will be asked to agree to the Informed Consent for Telehealth Services, made available by our affiliated Clinics.

Using the ViewFi Platform.

By using the ViewFi Platform, you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 12 years old (a “Minor”), that you are using the ViewFi Platform with the consent of your parent or legal guardian who has agreed to this Agreement. If you are a parent or legal guardian agreeing to this Agreement for the benefit of a Minor, you are fully responsible for the Minor’s use of the ViewFi Platform, including all legal liability he or she may incur. If you are not at least 12 years old, you may not use the ViewFi Platform.

If you feel services provided to you through the ViewFi Platform or that a particular healthcare provider of services did not fit your needs or expectations, you may change to a different healthcare provider who provides services through the ViewFi Platform or cease use of the ViewFi Platform entirely. Please note that the independent medical providers of our affiliated Clinics may only provide services in jurisdictions in which they are licensed and that not all providers offering services through the ViewFi Platform will be available for you to match with, or at any particular time, or for any set period of time. If a healthcare provider you have been receiving services from ceases to participate on the ViewFi Platform, you will be notified and will be given the opportunity to receive services from another participating provider.

By using the Service, you agree to not hold ViewFi liable in any way for any malpractice or substandard treatment rendered by any Clinic provider. You agree and understand that (i) You may be entering into a doctor/patient relationship with a Clinic provider and that ViewFi is not a party to that treatment relationship; (ii) You acknowledge that you receive the health care services from the Clinic provider and that ViewFi is not a health care provider; and (iii) You agree to the entry of certain medical records, information and treating provider’s notes into the Service as determined by the provider, and understand that all reasonable measures have been taken to safeguard your medical information, in accordance with federal HIPAA standards, but that no Internet service is totally secure. You have a right to your records that are stored in the Service. Please refer to our Privacy Policy for information about how to request your records.

In this Agreement we are granting you a limited, personal, non-exclusive and non-transferable license to access the Site, use the Services, and display the Materials; your right to use the Materials is conditioned on your compliance with this Agreement. You have no other rights in the Site, Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Site, the Services or any of the Materials in any manner. If you make copies of any of the Materials then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Site.

Unfortunately, if you breach any of the terms of this Agreement, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).

Mobile Applications.

We distribute Mobile Applications that permit users to access and use the Services and Materials via a mobile device. To use a Mobile Application, you must have a mobile device that is compatible with it. We do not warrant that any of the Mobile Applications will be compatible with your mobile device. We hereby grant you a non-exclusive, non-transferable, revocable license to download and use object code copies of the Mobile Application for one registered account on mobile devices owned or leased by you, solely for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that we may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms of this Agreement will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and we and our third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Applications.

The following additional terms and conditions apply with respect to any Mobile Application that we provide to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

The following additional terms and conditions apply with respect to any Mobile Application that we provide to you designed for use on an Android-powered mobile device (an “Android App”):

Accounts and Security.

Certain Services require you to create an account with ViewFi before you are permitted to access and use them. All accounts are created by the care team. For any patient under 18, our consent forms require the parent or guardian’s name and relationship and the guardian’s signature, which we store on the patient record, and the guardian should be present on the telehealth visit. You acknowledge that by providing any information to ViewFi which is untrue, inaccurate, not current or incomplete, ViewFi reserves the right to terminate this Agreement and your continued access and use of the ViewFi Platform.

YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You agree to notify ViewFi immediately of any unauthorized use of your account or any other breach of security. ViewFi will not be liable for any loss that you may incur as a result of someone else using your account, either with or without your knowledge. However, you may be held liable for any losses incurred by ViewFi or another party due to someone else using your account.

Prohibited Activities.

To be clear, we authorize your use of the ViewFi Platform only for personal use (“Permitted Purpose”). Any other use of the ViewFi Platform beyond the Permitted Purpose is prohibited and, therefore, constitutes unauthorized use of the ViewFi Platform. This is because as between you and ViewFi, all rights in the ViewFi Platform and Materials remain our property.

Unauthorized use of the ViewFi Platform may result in violation of various United States and international copyright laws. If we determine that you do act in bad faith in violation of this Agreement, or if we determine that your actions fall outside of reasonable community standards, we may, in our sole discretion, terminate your right to use the ViewFi Platform. By way of example, you specifically agree that you shall not:

Without limiting the foregoing, you may not use the ViewFi Platform in any manner that could damage, disable, overburden or impair ViewFi’s servers or networks, or interfere with any other user’s use and enjoyment of the ViewFi Platform. Furthermore, you may not attempt to gain unauthorized access to any part of the ViewFi Platform, accounts, computer systems or networks connected to ViewFi through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the ViewFi Platform.

Submissions.

Certain functionality of the ViewFi Platform may permit you to submit information, data, text, images, messages, or other materials (each, a “User Submission”). For avoidance of doubt, User Submissions do not include health information and care communications that you upload to or communicate through the ViewFi Platform. You agree that you are solely responsible for all of your User Submissions and that each such User Submission is considered both non-confidential and non-proprietary. We do not guarantee that you will be able to edit or delete any User Submission you have submitted.

By submitting any User Submission, you are promising us that:

By submitting a User Submission, you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:

We may, but are not obligated to, pre-screen User Submissions or monitor any area of any ViewFi Platform through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions on or through the ViewFi Platform and may remove at any time or refuse any User Submissions for any reason. You understand that when using the ViewFi Platform you will be exposed to User Submissions from a variety of sources and that we are not responsible for the accuracy, usefulness, reliability, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, defamatory, indecent, or objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, you agree that we may freely disclose your User Submission to any third party absent any obligation of confidence on the part of the recipient.

Links to Third-Party Sites.

We may provide links from the ViewFi Platform to third-party websites (“Third-Party Sites”). If you use these links, you will leave the ViewFi Platform. ViewFi provides these links to you as a convenience, and we do not verify, make any representations, or take responsibility for the Third-Party Sites, including the truthfulness, accuracy, quality, or completeness of the content, services, links displayed, or other activities conducted on or through the Third-Party Sites. Therefore, unless specifically stated on the ViewFi Platform, we do not endorse or make any representations about Third-Party Sites or any information, material, or results that may be obtained through the use of Third-Party Sites. In addition, certain areas of the ViewFi Platform may allow you to interact or conduct transactions with Third-Party Sites. If you decide to access any of the Third-Party Sites linked to by the ViewFi Platform, you do this entirely at your own risk, and you must follow the privacy policies and the terms and conditions for those Third-Party Sites.

YOU AGREE THAT VIEWFI WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES, OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITE, FOR ANY THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED TO ANY GOODS, SERVICES, INFORMATION, RESOURCES, OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITE, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY.

Orders and Payments.

You agree to pay any fees applicable to your use of the ViewFi Platform, including but not limited to fees and charges applicable to your purchases. We may suspend or terminate your account and/or access to the ViewFi Platform and/or Materials if your offered payment method (e.g., credit card) cannot be processed. By providing a payment method, you expressly authorize us and/or our third party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto, all of which depend on the services you utilize and the products you purchase. You agree that we may charge any unpaid amounts to your provided payment method and/or send you a bill for such unpaid fees.

Electronic Communications.

By using the ViewFi Platform and/or the Materials, you consent to receiving electronic communications from us (including, if you have opted-in, by text message). These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the ViewFi Platform and Materials. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Privacy Policy.

We respect the information that you provide to us, and want to be sure you fully understand exactly how we use that information. Please review our privacy policy (the “Privacy Policy”), which further explains how ViewFi collects and uses the information that we obtain through users’ use of the ViewFi Platform.

Proprietary Rights.

The trademarks, service marks, and logos of ViewFi (“Our Trademarks”) used and displayed on various parts of the ViewFi Platform are registered and unregistered trademarks or service marks of ViewFi. Other company, product, and service names located on the ViewFi Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks” and, collectively with Our Trademarks, the “Trademarks”). Nothing in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Our Trademarks inures to our benefit.

Unless otherwise specified in this Agreement, all Materials, including the arrangement of them on the ViewFi Platform are our sole property, or the property of our suppliers and licensors. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.

Reporting Violations of Your Copyrights or other Intellectual Property Rights.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by ViewFi infringe your copyright, you, or your agent may send to ViewFi a notice requesting that the material be removed or access to it be blocked.

If you believe your copyright or other intellectual property right is being infringed by a user of the ViewFi Platform, please provide written notice to our agent for notice of claims of infringement:

ViewFi Health, Inc., Attn: Copyright Agent, 309 East Paces Ferry Road NE, Suite 625, Atlanta, GA 30305; support@viewfi.com; (404) 474-3762

To be sure the matter is handled immediately, your written notice must:

Unless the notice pertains to copyright or other intellectual property infringement, the agent will be unable to address the listed concern.

Submitting a DMCA Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our agent with a written counter-notification that includes the following information:

We reserve the right, in our sole discretion, to terminate the account or access of any user of the ViewFi Platform who is the subject of repeated DMCA or other infringement notifications. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Disclaimer of Warranties.

Your use of the ViewFi Platform is at your own risk. The Materials may include inaccuracies or typographical or other errors. ViewFi does not warrant the accuracy or timeliness of the Materials contained on the ViewFi Platform and we have no liability for any errors or omissions in the Materials, whether provided by ViewFi, our licensors or suppliers, or other users.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIEWFI, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE, THE SERVICES, THE MOBILE APPLICATIONS, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR CONTENT CONTAINED OR PRESENTED ON THE VIEWFI PLATFORM, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VIEWFI PLATFORM, MATERIALS AND ANY OTHER INFORMATION OR CONTENT CONTAINED OR PRESENTED ON OR THROUGH THE VIEWFI PLATFORM, ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AS WELL AS ANY WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. VIEWFI DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY OR SUITABILITY OF ANY PRODUCTS, SERVICES OR BUSINESSES THAT MAY BE DISPLAYED ON OR THROUGH THE VIEWFI PLATFORM, OR AS TO THE CONDUCT OF USERS OF THE VIEWFI PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE VIEWFI PLATFORM AND WITH OTHER PERSONS OR ENTITIES WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE VIEWFI PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OR CONDUCT BUSINESS OFFLINE OR IN PERSON.

VIEWFI MAY REPORT TO LAW ENFORCEMENT AUTHORITIES ANY ACTIONS THAT MAY BE ILLEGAL, INCLUDING ANY SUSPECTED ABUSE OR NEGLECT OF PROTECTED INDIVIDUALS, AND ANY REPORTS IT RECEIVES OF SUCH CONDUCT. WHEN LEGALLY REQUIRED OR AT VIEWFI’S, ITS AFFILIATED CLINICS’, OR THE TREATING PROVIDER’S DISCRETION, VIEWFI WILL COOPERATE WITH LAW ENFORCEMENT AGENCIES IN ANY INVESTIGATION OF ALLEGED ILLEGAL ACTIVITY AND ANY REASONABLE SUSPICION OF ABUSE OR NEGLECT OF ANY INDIVIDUAL SUBJECT TO PROTECTION UNDER APPLICABLE LAW.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER VIEWFI NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO (I) THE USE OF OR INABILITY TO USE THE VIEWFI PLATFORM OR MATERIALS; (II) ANY CONTENT CONTAINED ON OR ACCESSED THROUGH THE VIEWFI PLATFORM; (III) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE ON THE VIEWFI PLATFORM; (IV) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE VIEWFI PLATFORM; (V) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE VIEWFI PLATFORM OR IN THE MATERIALS; (VI) ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT OR MATERIALS ON OR ACCESSIBLE THROUGH THE VIEWFI PLATFORM, OR (VII) ANY OTHER MATTER RELATING TO THE VIEWFI PLATFORM. IN NO EVENT SHALL VIEWFI’S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING ANY PART OF THE VIEWFI PLATFORM AND MATERIALS.

THE VIEWFI PLATFORM AND MATERIALS ARE CONTINUALLY UNDER DEVELOPMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIEWFI MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO THEIR ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS ON THE VIEWFI PLATFORM. WE DO NOT GUARANTEE THAT THE ADVICE CONTAINED OR OBTAINED ON OR THROUGH YOUR USE OF THE VIEWFI PLATFORM WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS.

Indemnification.

You agree to indemnify, defend, and hold ViewFi and its subsidiaries, affiliates, officers, directors, employees, and representatives harmless from and against any and all claims, damages, losses, costs or expenses (including reasonable attorneys’ fees and disbursements) which arise directly or indirectly out of or from (i) your breach of this Agreement, (ii) any allegation that any User Submissions or other materials that you submit to ViewFi infringe or otherwise violate the copyright, trade secret, trademark or other intellectual property rights of a third party, (iii) your access or use of the ViewFi Platform, and (iv) any injury or death alleged to be caused by the medical services or information delivered or requested by you through the ViewFi Platform. This Section shall survive in the event this Agreement is terminated for any reason.

Jurisdictional Issues.

ViewFi controls and operates the ViewFi Platform from the United States of America and makes no representation or warranty that the ViewFi Platform or Materials are appropriate or available for use in locations outside the United States. Those who choose to access the ViewFi Platform and/or Materials from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. ViewFi reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the ViewFi Platform and/or Materials to any person, geographic area, or jurisdiction we so desire, and/or to limit the quantities of any Services or products that we provide.

ViewFi Feedback.

To the maximum extent permitted by applicable law, any comments, questions, or suggestions (collectively, “Feedback”) that you submit to us through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable and/or subject to copyright, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. You understand and agree, however, that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

Termination.

This Agreement shall remain effective until terminated in accordance with its own terms and conditions. You agree that ViewFi, in its sole discretion, may terminate your account, or use of the ViewFi Platform or Materials (in whole or in part), and remove and discard any content from the ViewFi Platform, at any time and for any reason. You agree that any actions taken under this Section may be effective without prior notice to you.

Dispute Resolution and Arbitration; Class Action Waiver.

Please read the following Dispute Resolution and Arbitration; Class Action Waiver provision (this “Provision”) carefully. It affects your rights.

This section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act, and you and ViewFi each agree that this section is intended to satisfy the “writing” requirement of the Federal Arbitration Act.

THE FOLLOWING TERMS TO WHICH YOU ARE CONSENTING CONSIST OF A PRE-DISPUTE RESOLUTION PROCESS, BINDING ARBITRATION PROVISION, MASS ARBITRATION PROVISION, AND A CLASS-ACTION WAIVER.

To the fullest extent permitted by law, by using the ViewFi Platform, you agree that any dispute or claim between you and ViewFi arising out of or in connection with the ViewFi Platform and/or this Agreement, including its interpretation, validity, performance, or termination and any non-contractual obligations, common-law or statutory claims, (“Dispute”) will be resolved in accordance with the provisions set forth in this section. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND VIEWFI HAVE AGAINST EACH OTHER ARE RESOLVED. You and ViewFi agree that any and all Disputes shall be resolved exclusively through confidential, final, and binding arbitration as set out below; provided that either party may file suit in court seeking to enjoin infringement, misappropriation, or misuse of its intellectual property rights. THERE IS NO JUDGE OR JURY IN ARBITRATION. BY ENTERING INTO THIS AGREEMENT, YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

Opt-out

You may elect to opt-out (exclude yourself) from the pre-arbitration dispute resolution, final, binding arbitration procedure, mass arbitration procedure, and waiver of class and representative proceedings specified in this Agreement by sending a written letter to us at: ViewFi Health, Inc., 309 East Paces Ferry Road NE, Suite 625, Atlanta, GA 30305 (the “Notice Address”), within thirty (30) calendar days of your initial agreement to this Agreement. The letter must be signed personally by you or your legal guardian and specify: (1) your first and last name; (2) your mailing address; (3) your email address; and (4) your request to be excluded from the final, binding arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of this Agreement shall continue to apply.

Pre-Arbitration Dispute Resolution

You and ViewFi agree that whenever you or ViewFi have a Dispute that is subject to the arbitration provision herein, you and ViewFi will first send a written notice to the other party (a “Demand”). You and ViewFi agree that the requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted this Agreement. You must send the Demand to the Notice Address. ViewFi must send the Demand to you via certified mail to the most recent address ViewFi has on file for you (or by email if ViewFi only has an email address for you on file). A Demand (1) shall seek to resolve a Dispute only on an individual basis; (2) shall state the full basis for the Dispute (including the details about the Dispute sufficient for the recipient to review and respond) and the date that the Dispute arose; (3) shall provide the individual claimant’s full name, phone number, and email address to confirm their identity and to aid communication; and (4) shall be personally signed by the individual claimant or for ViewFi by its authorized representative (and not only their counsel). Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference to attempt in good faith to resolve the Dispute which both you and ViewFi will personally attend (with counsel, if represented). You and ViewFi agree that you and ViewFi will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, twenty (20) business days after the individualized conference is completed or sixty (60) days after the conference request (whichever is earlier). Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating any lawsuit or arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve Disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of a lawsuit or arbitration if these requirements have not been met.

Arbitration Procedure

If the Dispute stated in the Demand is not resolved to your or ViewFi’s satisfaction within ten (10) business days after the conference described above (or within ten (10) business days after the time when such a conference may be requested if no conference has been requested), and you intend to take legal action, you agree that you will file a demand for arbitration with JAMS. The arbitration will be conducted by a sole arbitrator under JAMS’s Comprehensive Arbitration Rules & Procedures, including the JAMS Consumer Rules (as applicable), as modified by this Agreement to Arbitrate. The JAMS rules and a form for initiating arbitration proceedings are available on the JAMS website at: https://www.jamsadr.com/rules-comprehensive-arbitration/. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all Disputes, except that a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration if the Pre-Arbitration Dispute Resolution requirements set forth above have not been met.

The legal seat of the arbitration shall be Atlanta, Georgia. Any in-person hearings or other meetings shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either you or ViewFi may elect to have the arbitration conducted by telephone and/or video conference or based solely on written submissions, which election shall be binding on the other party subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone and/or video conference, unless the arbitrator requires otherwise.

The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by JAMS’s rules.

Class Action Waiver

You and ViewFi agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and ViewFi agree otherwise or the Mass Arbitration provisions set forth below are triggered, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect any other person or party. You and ViewFi further agree that in the event this arbitration agreement is held to be unenforceable for any reason, the prohibitions on class and representative actions and non-individualized relief set forth in this paragraph are severable and shall apply to any claim between you and ViewFi in any forum. YOU ARE GIVING UP THE RIGHT TO COMMENCE OR PARTICIPATE IN CLASS AND REPRESENTATIVE ACTIONS.

Mass Arbitration

If, at any time, 25 or more claimants (including you) submit Demands or seek to file demands for arbitration raising similar claims against ViewFi, and such circumstances meet the definition and criteria of Mass Filings (“Mass Filing”) set forth in National Arbitration & Mediation’s (“NAM”) Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules”) available at https://www.namadr.com/resources/rules-fees-forms/), you and ViewFi agree that JAMS shall not serve as arbitrator and that instead NAM shall administer any Mass Filing claims and the NAM Mass Filing Rules in effect at the time such claim is filed shall apply as modified below. The parties agree to the appointment of a Procedural Arbitrator pursuant to NAM’s Mass Filing Rules, and additionally agree that the Procedural Arbitrator will have the authority to determine jurisdiction and arbitrability including, but not limited to, any issue regarding the validity, existence, formation or scope of the agreement under which Arbitration is being sought, and the proper parties to the Arbitration. You agree that throughout this process, the parties’ counsels shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. You acknowledge and agree that your election to participate in a Mass Filing may result in a delay in the adjudication of your dispute with ViewFi. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth below.

Stage One: Counsel for the claimants and counsel for ViewFi shall each select 15 claims per side (30 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and ViewFi will pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for ViewFi shall each select 20 claims per side (40 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and ViewFi will pay the mediator’s fee.

If your claim is not resolved as part of the staged process identified above, either:

Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your claim heard in court consistent with this Agreement. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address. Such an opt-out notice must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage Two or the elective mediation associated with Stage Two. We may opt your claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsels for the parties may agree to adjust these deadlines.

OR

Option Two: If neither you nor we elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 100, then 100 claims shall be randomly selected (or selected through a process agreed to by counsels for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 100, then all of those claims will be filed and proceed in individual arbitrations. Any remaining claims will not be filed or be deemed filed in arbitration, nor will any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 100 claims is adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsels for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator, as such term is used in the NAM Rules) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

You and ViewFi agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere disputes between the parties. You and ViewFi acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures has been reasonably designed to result in an efficient and fair adjudication of such cases. If any part of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the NAM rules, then the balance of this Mass Arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail of its essential purpose.

A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claim, and a court of competent jurisdiction determines that they are not enforceable as to your claim, then your claim will proceed before JAMS pursuant to the JAMS Mass Arbitration Procedures and Guidelines (available at https://www.jamsadr.com/mass-arbitration-procedures). If a court of competent jurisdiction also determines that the JAMS Mass Arbitration Procedures and Guidelines are not enforceable as to your claim, then the remaining claims shall be subject to Option One or Option Two above as selected by you or us.

General Information and Choice of Law and Venue.

As to all Disputes, whether in arbitration or in court, the Federal Arbitration Act, Georgia state law, and applicable U.S. federal law, without regard to their choice of law or conflicts of law provisions, will govern this Agreement. Foreign laws do not apply. The United Nations Convention on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for Disputes subject to arbitration as described above, any disputes relating to this Agreement, the ViewFi Platform, or the Materials will be heard in the federal or state courts located in Atlanta in the State of Georgia. If any terms of this Agreement are found to be inconsistent with applicable law, then such terms shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Our failure to enforce any provisions of this Agreement is not a waiver of such term. The section titles in this Agreement are for convenience purposes only and have no legal or contractual effect. This Agreement is not assignable, transferable or sub-licensable by you except with our prior written consent. However, we may assign this Agreement to any third party whom we choose without your consent. No waiver by ViewFi of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. This Agreement is the entire agreement between you and ViewFi and supersedes all prior or contemporaneous oral or written negotiations, discussions or agreements between you and ViewFi about the ViewFi Platform and/or Materials. The Dispute Resolution and Arbitration; Class Action Waiver, and the proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of this Agreement.

California Consumer Notice.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The ViewFi Platform is provided by ViewFi Health, Inc., 309 East Paces Ferry Road NE, Suite 625, Atlanta, GA 30305. If you have a question or complaint regarding the ViewFi Platform, please contact Customer Service at (404) 474-3762 or support@viewfi.com. You may also contact us by writing ViewFi Health, Inc., 309 East Paces Ferry Road NE, Suite 625, Atlanta, GA 30305, Attn.: Customer Service. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Boulevard, Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

Contact Us.

If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at ViewFi Health, Inc., 309 East Paces Ferry Road NE, Suite 625, Atlanta, GA 30305, Attn.: Customer Service, or by email at support@viewfi.com.