WELLVIA® Terms and Conditions of Use

These Terms of Use ("Terms") govern your use of the Wellspring Telehealth LLC d/b/a WELLVIA("WellVia”, “WELLVIA," "we," "us," or "our") website and any other website or online serviceor technologyincluding technologythat provides access to telemedicine servicesthat WellVia operates and that links to these Terms (collectively, the "Services").

Please review these Terms carefully before using the Services.We may change these Terms or modify any features of the Services at any time.The most current version of the Terms can be viewed by clicking on the "Terms of Use" link posted through the Services. You accept the Terms by using the Services, and you accept any changes to the Terms by continuing to use the Services after we post the changes.

I. PRIVACY

By using the Services, you consent to our processing your information consistent with our Web and Mobile Privacy Policy(http://www.wellviasolutions.com/privacy-policy/)and Notice of Privacy Practices(https://www.wellviasolutions.com/privacy-policy/).

II. IMPORTANT INFORMATION ABOUT YOUR USE OF THE SERVICES

DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 9-1-1 IMMEDIATELY.

WellVia does not provide any physicians' or other healthcare providers' (collectively, "Providers") services itself. All of the Providers are independent of WellVia and merely using the Services to communicate with you. Any information or advice received from a Provider comes from the Provider, and not from WellVia. You agree that you are entering into an agreement with Wellspring Physician P.Aand the Wellspring Physician, P.Cs which shall be the provider of medical services to you.

NEITHER WELLVIA NOR ANY OF ITS LICENSORS OR SUPPLIERS OR ANY THIRD PARTIES WHO PROMOTE THE SERVICES OR PROVIDE YOU WITH A LINK TO THE SERVICES SHALL BE LIABLE FOR ANY PROFESSIONAL ADVICE YOU OBTAIN FROM A PROVIDER VIA THE SERVICE NOR FOR ANY INFORMATION OBTAINED FROM OUR SERVICES. YOU ACKNOWLEDGE YOUR RELIANCE ON ANY PROVIDERS OR INFORMATION PROVIDED BY THE SERVICES IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH.

WellVia does not make any representations or warranties about the training or skill of any Providers using the Services. You hereby certify that you are physically located in the State you have entered as your current location on the Services. You acknowledge that your ability to access and use the Services is conditioned upon the truthfulness of this certification and that the Providers you access through the Services are relying upon this certification in order to interact with you.

IN THE EVENT THAT YOUR CERTIFICATION IS INACCURATE, YOU AGREE TO INDEMNIFY WELLVIA AND THE PROVIDERS YOU INTERACT WITH FROM ANY RESULTING DAMAGES, COSTS, OR CLAIMS.

III. ACCOUNT ENROLLMENT

To access Providers using the Services, you mustfirst establish an individual user account ("Account") by providing certain information. You agree that you will not create more than one Account orcreate an Account for anyone other than yourself (with the exception of subaccounts established for minor children of whom you are a parent or legal guardian). You agree to provide true, accurate, current, and complete information on the Account enrollment form and to keep this information current and updated as needed.

You represent and warrant that you are at least 18 years of age and possess the legal right and ability, on behalf of yourself or a minor child of whom you are a parent or legal guardian, to agree to these Terms of Use.

IV. PROHIBITED CONDUCT

You may not access or use, or attempt to access or use, the Services to take any action that could harm us or any third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, and without limitation, you may not:

Violations of system or network security may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. We may suspend or terminate your access to the Services for any or no reason at any time without notice.

V. RECORDING

You consent to WellVia recording all encounters between yourself and WellVia for quality assurance purposes. You consent to WellVia recording all encounters between yourself and the Providers for quality assurance purposes.

VI. PAYMENT AUTHORIZATION

By providing a credit card or other payment method accepted by WellVia("Payment Method"), you are expressly agreeing that we are authorized to charge to the Payment Method any fees for your use of the Services, together with any applicable taxes. Please note that WellViamay not receive complete information from your health insurance plan, if applicable, regarding the applicable co-pay due from you for your consultation. As such, you may be billed more than once with respect to a consultation to account for additional co-pay amounts due, if any.

You agree that authorizations to charge your Payment Method remains in effect until you cancel it in writing, and you agree to notify WellViaof any changes to your Payment Method. You certify that you are an authorized user of the Payment Method and will not dispute charges for the Services that correspond to consultation fees or the co-payment required by your health plan. You acknowledge that the origination of ACH transactions to your account must comply with applicable provisions of U.S. law. In the case of an ACH transaction rejected forinsufficient funds, WellViamay at its discretion attempt to process the charge again at any time within 30 days.

When scheduling a visit with a Provider using the Services, you will be required to provide a Payment Method. If you choose to cancel your scheduled appointment, you must do so at least 24 hours in advance of the scheduled appointment time. Should you choose to cancel your scheduled appointment within 24 hours of the scheduled appointment time, youmay be assessed the full feefor services canceled.

You acknowledge and agree that fees for consultations may increase at any time.

VII. INTELLECTUAL PROPERTY RIGHTS

The Services are protected under the copyright laws of the United States and other countries. All copyrights in the Services are owned by us or our third-party licensors to the full extent permitted under the United States Copyright Act and all international copyright laws. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services without our written consent.

All rights in the product names, company names, trade names, logos, service marks, trade dress, slogans, product packaging, and designs of the Services, whether or not appearing in large print or with the trademark symbol, belong exclusively to WellViaor its licensors and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or anymaterials, except as authorized herein, is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any patent or trademark of WellVia, its affiliates, or any third party.

VIII. PASSWORD SECURITY

You are solely responsible for the security of your username and password, and for any use of the Services using your username and password. You should not share your username or password with any third party or allow any third party to access the Services usingyour username and password. You agree to notify us if you have any reason to believe that your username or password has been lost, compromised, or misused in any way. We reserve the right to revoke or deactivate your username and password at any time.

IX.WEBSITE AND THIRD-PARTY CONTENT

Other than information received directly by you from Providers, the content on the Services should not be considered medical advice. You should always talk to an appropriately qualified health care professional for diagnosis and treatment, including information regarding which medications or treatment may be appropriate for you. NONE OF THE CONTENT ON THE SERVICES REPRESENTS OR WARRANTS THAT ANY PARTICULAR MEDICATION OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. WellViadoes not recommend or endorse any specific tests, providers, medications, products, or procedures.

The Services may provide links to third-party content. You acknowledge and agree that we are not responsible for the availability of such third-party content, and we do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such content. Use of any linked third-party content is at the user's own risk.

X. CONSENT TO SERVICES

The Service respects and upholds patient confidentiality with respect to protected health information as outlined by the Health Insurance Portability and Accountability Act ("HIPAA"), and, subject to HIPAA regulations, will obtain express patient consent prior to sharing any patient-identifiable information to a third party for purposes other than treatment, payment or health care operations. In addition, by clicking the "AGREE" button and continuing to use the Services you are authorizing Providers to release your contact information to WellViasolely in order for WellViato provide you with information about additional clinical services or general wellness. You may opt out of receiving such information by contacting us at compliance@wellviasolutions.com.

By clicking the "AGREE" buttonand continuing to use the Services, you also acknowledge the importance of providing a record of your clinical encounters via the Services to your primary care provider. You have the option to send this record to your primary care provider and we encourage you to do so.

XI. CONSENT FOR TREATMENT PERFORMED

We are providing this information on behalf of Providers:

Telemedicine involves the use of communications to enable health care providers at sites remote from patients to provide consultative services.Providers may include primary care practitioners, specialists, and/or subspecialists. The information may be used for diagnosis, therapy, follow-up and/or education, and may include live two-way audioi.e. interactive audio, live two-way audio andvideo and other materials (e.g., medical records, data from medical devices).

The communications systems used will incorporate reasonable security protocols to protect the confidentiality of patient information and will include reasonable measures to safeguard the data and to ensure its integrity against intentional or unintentional corruption. At the end of each encounter, the patient will be provided an encounter summary, which may be kept for the patient's records and may be shared with the patient's local primary care or other provider, as appropriate.

Anticipated Benefits of Telemedicine

Possible Risks of Telemedicine

As with any medical procedure, there are potential risks associated with the use of telemedicine. Provider believes that the likelihood of these risks materializing is very low. These risks may include, without limitation, the following:

By accepting these Terms, you acknowledge that you understand and agree with the following:

  1. I understand that the laws that protect privacy and the confidentiality of medical information also apply to telemedicine; I have received the HIPAA Noticei.e. Notice of Privacy Practiceswhich explains these issues in greater detail.
  2. I understand that telemedicine may involve electronic communication of my personal medical information to medical practitioners who may be located in other areas, including out of state.
  3. I understand that encounters with Providers will be recorded.
  4. I understand that I may expect the anticipated benefits from the use of telemedicine in my care, but that no results can be guaranteed or assured.
  5. I understand that my healthcare information may be shared with others (including health care providers and health insurers) for treatment, payment, and healthcare operations purposes. Psychotherapy notes are maintained by clinicians but are not shared with others, while billing codes and encounter summaries are shared with others and with me. If I obtain psychotherapy from Provider, I understand that my therapist has the right to limit the information provided to me if in my therapist's professional judgment sharing the information with me would be harmful to me.
  6. I further understand that my healthcare information may be shared in the following circumstances:
    1. When a valid court order is issued for medical records.
    2. Reporting suspected abuse, neglect, or domestic violence.
    3. Preventing or reducing a serious threat to anyone's health or safety.

Patient Consent to the Use of Telemedicine

I have read and understand the information provided above, and understand the risks and benefits of telemedicine, and by accepting these Terms I hereby give my informed consent to participate in a telemedicine visit under the terms described herein.

XII. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER VIOLATION OF RIGHTS. WE DO NOT WARRANT THE ADEQUACY, CURRENCY, ACCURACY, LIKELY RESULTS, OR COMPLETENESS OF THE SERVICES OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE SERVICES, OR THAT THE FUNCTIONS PROVIDED WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT INCLUDED IN THE SERVICES OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE SERVICES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES,SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

IN NO EVENT WILL WE, OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS AND THEIR DIRECTORS, OFFICERS, AFFILIATES, SUBCONTRACTORS, EMPLOYEES, AGENTS, AND ASSIGNS BE LIABLE FOR ANY DIRECT ORINDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, OR OTHER DAMAGES WHATSOEVER ARISING IN CONNECTION WITH THE USE OF THE SERVICES, ANY INTERRUPTION IN AVAILABILITY OF THE SERVICES, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF THE SERVICES OR THE DATA COLLECTED THROUGH THE SERVICES, EVEN IF ONE OR MORE OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, WELLVIA'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIM ARISING OUT OF OR CONNECTED WITH THE SERVICES WILL BE TO CEASE USING THE SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT WELLVIAIS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT WELLVIAIS NOT DETERMINING APPROPRIATE MEDICAL USE OF THE SERVICES. WELLVIA, ITS LICENSORS, SUPPLIERS, AND ALL THIRD PARTIES WHO PROMOTE THE SERVICES OR PROVIDE YOU WITH A LINK TO THE SERVICES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY RESULTING FROM THE DELIVERY OF HEALTHCARE VIA THE SERVICE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR MEDICAL MALPRACTICE.

XIII. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS AND THEIR DIRECTORS, OFFICERS, AFFILIATES, SUBCONTRACTORS, EMPLOYEES, AGENTS, AND ASSIGNS HARMLESS FROMAND AGAINST ANY AND ALL LOSS, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES), CLAIMS, DAMAGES AND LIABILITIES RELATED TO OR ASSOCIATED WITH YOUR USE OF THE SERVICES AND ANY ALLEGED VIOLATION BY YOU OF THESE TERMS. WE RESERVE THE RIGHTTO ASSUME THE EXCLUSIVE DEFENSE OF ANY CLAIM FOR WHICH WE ARE ENTITLED TO INDEMNIFICATION UNDER THIS SECTION. IN SUCH EVENT, YOU SHALL PROVIDE US WITH SUCH COOPERATION AS WE REASONABLY REQUEST.

XIV. CHOICE OF LAW AND FORUM

The Services are intended for use by residents of the United States. We do not intentionally provide access to the Services to individuals located outside the United States. You agree that your access to and use of the Services will be governed by and will be construed in accordance withthe laws of the State of Texaswithout regard to principles of conflicts of laws. You agree that any claim or dispute against us arising out of or relating to the Services must be resolved by a federal district court located inDallas, Texas, unless agreed upon by all parties.

XV. MISCELLANEOUS

These Terms constitute the entire agreement between you and us, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your access to and use of the Services.

Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.