Medesto Pulse User License Agreement

(a) Platform Description

Medesto Pulse is a patient health engagement platform designed to facilitate secure communication and information exchange between patients and their healthcare providers. The Service is provided by Medesto to support, but not replace, the patient-provider relationship between you and your healthcare providers (your “Providers”). The Service may include, but is not limited to, the following features:

• Receiving health updates, care instructions, and post-visit summaries from your Providers
• Appointment reminders and scheduling information
• Medication reminders and adherence tracking
• Secure document sharing and electronic signature capabilities
• Video consultations facilitated through integrated third-party services
• Health education content and resources curated by or on behalf of your Providers
• Secure messaging between you and your Provider

(b) Not a Medical Device

The Service is a communication and engagement tool only. The Service is not a medical device and is not intended to provide medical advice, diagnosis, or treatment. All clinical decisions, diagnoses, and treatment plans are made solely by your Provider. You should never disregard professional medical advice or delay seeking care because of information received through the Service.

(c) Direct Relationship with Medesto Health

You are entering a direct contractual relationship with Medesto Health governing software access, licensing, and privacy practices outside of your relationship with your Provider.

(a) License Grant

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use this Service solely for your own personal, household, and non-commercial use. Any commercial use of this Service is strictly prohibited.

(b) User Content

In connection with your use of the Service, you may upload, submit, transmit, or otherwise make available information, data, documents, messages, images, or other materials through the Service (“User Content”). You own your User Content but we have certain licenses and rights to use, process and disclose your User Content as described in this Agreement.

(c) License to User Content

You grant Medesto Health a limited, nonexclusive, royalty-free, worldwide license to host, store, transmit, process, display, and otherwise use your User Content to provide, operate, maintain, support, and improve the Service, comply with applicable legal obligations, and enforce this Agreement. This license does not grant Medesto Health any ownership interest in your User Content.

(d) Representations Regarding User Content

You represent and warrant that: (i) you have the legal right and authority to submit the User Content you provide through the Service; (ii) your submission and use of User Content through the Service does not violate any applicable law, court order, or third-party right; and (iii) you will not submit User Content that is unlawful, harmful, misleading, defamatory, or otherwise violates this Agreement.

(e) Content Moderation

Medesto Health has no obligation to review or monitor User Content. However, Medesto Health reserves the right, in its discretion and at any time, to remove, restrict access to, or disable any User Content or user access to the Service if Medesto Health reasonably believes that such action is necessary to: (i) comply with applicable law or legal process; (ii) protect the security, integrity, or availability of the Service; (iii) prevent misuse, fraud, or unauthorized access; or (iv) enforce this Agreement. Medesto Health does not assume responsibility for reviewing or verifying the accuracy, completeness, or appropriateness of User Content.

(a) Credential Confidentiality

You are responsible for maintaining the confidentiality of your login credentials and you must not share them with others. You are responsible for all activities that occur under your account. You agree to notify Medesto Health immediately if you suspect any unauthorized access to your account or any other breach of security.

(b) Passkey Authentication

The Service utilizes passkey-based authentication (WebAuthn/FIDO2) as its primary method of identity verification. This technology uses cryptographic credentials stored on your personal device to provide secure, passwordless access to your account. You acknowledge that your device serves as your authentication credential and that the security of your account is directly tied to the security of your device.

(c) Device Security

You are solely responsible for maintaining the security of any device used to access Medesto Pulse. This includes, but is not limited to, enabling device-level security features such as biometric locks, PINs, or passcodes, keeping your device’s operating system and software up to date, and promptly reporting any lost or stolen devices that have been used to access the Service.

(d) Accurate Registration Information

You agree to provide truthful, accurate, and complete information during the registration process and to promptly update your information if it changes. Providing false, misleading, or fraudulent information is grounds for immediate termination of your account.

(a) Ownership

You acknowledge that the Service, including all software, text, graphics, logos, trademarks, service marks, trade names and underlying technology, is our proprietary property and of our licensors. Nothing in this Agreement grants you any right, title, or interest in the Service other than the limited access rights explicitly granted herein.

(b) Feedback

If you provide any suggestions, feedback, or improvements regarding the Service (“Feedback”), you agree that we are the sole and exclusive owner of that Feedback, and you hereby assign to us all right, title, and interest in and to such Feedback, including all intellectual property rights therein. We shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback for any purpose, commercial or otherwise, without restriction or compensation to you.

(a) HIPAA Relationship

You acknowledge and agree that: (i) your Provider is responsible for your medical care, medical records, and compliance with applicable patient privacy and notice obligations and (ii) Medesto Health does not act as a healthcare provider or health plan and does not establish an independent HIPAA-regulated relationship with you.

(b) Protected Health Information

Your User Content, including your medical records, clinical communications, and other information that constitute protected health information may be disclosed to your Provider and are subject to that Provider’s privacy practices and legal obligations, including record-retention requirements. Medesto Health does not act as a healthcare provider or health plan and does not establish a direct Health Insurance Portability and Accountability Act (HIPAA) covered relationship with you. Any HIPAA obligations applicable to Medesto Health arise solely from its contractual relationship with your Provider, and not from this Agreement. To the extent Medesto Health maintains your protected health information provided by your Provider or on behalf of your Provider, Medesto Health does so solely in its capacity as a HIPAA business associate and in accordance with our agreements with such Provider. Medesto Health is not responsible to you or anyone else in any way for the acts or omissions of your Providers.

(c) Sensitive Health Data

How we collect, process and disclose your User Content that is personal data, health information or other similar personally identifiable information about you or your dependents (collectively, “Personal Data”) outside of your or our relationship with a Provider is described in our Privacy Policy. Some of this Personal Data is considered “sensitive” under applicable state privacy laws, and can only be collected, processed and disclosed with your consent. You have been provided a Sensitive Health Data Consent that describes our collection, processing and disclosure of your “sensitive” Personal Data in more detail. By accepting this Agreement, using the Service and agreeing to the Sensitive Health Data Consent, you are consenting to the collection, use and disclosure of your “sensitive” Personal Data as described in such documents and our practices in general as described in our Privacy Policy. The Sensitive Health Data Consent shall be incorporated into this Agreement as if fully set forth herein.

(d) Aggregated Data

We may monitor your use of the Service and collect and use aggregated and anonymized data to compile statistical and performance information related to the provision and operation of the Service (for example, metadata, visit-, session-, impression-, click-through, or click-stream data, and any statistical or other analysis). This data collection is subject to our Privacy Policy.

(a) Technology Company, Not Provider

You expressly acknowledge and agree that Medesto Health is a healthcare technology company and not a healthcare provider. Medesto Health does not practice medicine, provide medical advice, render diagnoses, prescribe medications, or deliver any form of clinical care.

(b) Provider Responsibility

All medical information, care instructions, treatment plans, and clinical decisions communicated through the Service originate from your Provider and are the sole responsibility of those providers. The relationship between you and your Provider is independent of, and not created or modified by, your use of the Service. Medesto Health is not a party to the patient-provider relationship and bears no responsibility for the clinical decisions, actions, or omissions of any healthcare provider. The Service facilitates communication between you and your Provider but does not replace in-person medical consultations, clinical examinations, or professional medical judgment. You should always consult your Provider directly for any questions or concerns about your health, treatment, or medications.

(a) Term

This Agreement is effective from the date you first accept it or access the Service and continues until terminated. You may deactivate your account with the Service at any time.

(b) Termination by Medesto Health

Medesto Health reserves the right to suspend or terminate your access to the Service, in whole or in part, at any time and without prior notice, for any reason, including if we believe that: (i) you have violated this Agreement; (ii) your use of the Service poses a security risk to the Service, other users, or third parties; (iii) your use of the Service may subject Medesto Health to liability; or (iv) your account has been inactive for an extended period as determined by our policies.

(c) Effect of Termination

Upon termination of this Agreement, you must immediately cease all use of the Service.

(d) Survival

Certain provisions of this Agreement that by their nature should survive termination shall continue to apply, including Sections 7, 8, 11, 12, 13, 16, and 17.

(a) Integrated Services

The Service may integrate with or provide access to services, platforms, and applications operated by third parties (“Third-Party Services”). These may include, without limitation, video conferencing platforms for telehealth consultations, electronic signature services for document execution, payment processing services, and identity verification providers. Your use of any Third-Party Services may be subject to additional terms of service, privacy policies, and other agreements imposed by the respective third-party providers. We encourage you to review the terms and policies of any Third-Party Services before using them.

(b) No Liability for Third-Party Services

Medesto Health does not own, operate, or control Third-Party Services, and makes no representations or warranties regarding their availability, accuracy, reliability, or security. Medesto Health shall not be liable for any loss, damage, or harm arising from your use of, or reliance on, any Third-Party Services, except to the extent such liability arises directly from Medesto Health’s own negligence or willful misconduct.

(c) No Endorsement

The inclusion of any Third-Party Services within or accessible through Medesto Pulse does not constitute an endorsement, recommendation, or approval by Medesto Health of such services or their providers.

(a) As-Is Basis

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(b) No Specific Guarantees

WITHOUT LIMITING THE FOREGOING, MEDESTO HEALTH DOES NOT WARRANT OR REPRESENT THAT: (i) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE, (iii) MESSAGES, NOTIFICATIONS, OR OTHER COMMUNICATIONS SENT THROUGH THE SERVICE WILL BE DELIVERED WITHIN ANY SPECIFIC TIMEFRAME OR AT ALL, (iv) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED, (v) THE SERVICE WILL BE COMPATIBLE WITH ALL DEVICES, OPERATING SYSTEMS, OR NETWORK ENVIRONMENTS, AND (vi) THE SERVICE IS FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.

(c) Not a Medical Substitute

The Service is not a substitute for professional medical advice, diagnosis, or treatment, and should never be used in place of emergency medical services.

(d) Service Availability

You acknowledge and agree that Medesto Health does not guarantee that the Service, or any portion thereof, will be available, accessible, uninterrupted, timely, secure, or error-free at all times. The Service may be unavailable, delayed, or degraded from time to time due to scheduled or unscheduled maintenance, system upgrades, network failures, security incidents, capacity limitations, force majeure events, acts or omissions of third-party service providers, or other causes beyond Medesto Health’s reasonable control. Medesto Health reserves the right, in its sole discretion, to modify, suspend, limit, or discontinue the Service, in whole or in part, temporarily or permanently, at any time and without notice. Medesto Health shall have no liability to you or any third party for any unavailability, interruption, delay, modification, suspension, or discontinuation of the Service, or for any loss of data, communications, or content resulting therefrom, except to the extent such liability cannot be excluded under applicable law.

(e) Jurisdictional Variations

NOTE: SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS AND EXCLUSIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, MEDESTO HEALTH’S WARRANTIES SHALL BE LIMITED TO THE MINIMUM EXTENT PERMITTED BY APPLICABLE LAW.

(a) Consequential Damages

WE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR DATA) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE.

(b) Cap on Direct Damages

WE OFFER THIS SERVICE FREE OF CHARGE TO YOU FOR YOUR PERSONAL USE. OUR TOTAL LIABILITY TO YOU FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNT OF FIFTY U.S. DOLLARS ($50.00).

NOTE: SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

(c) Exceptions

Nothing in this Section shall: (i) limit Medesto Health’s liability for gross negligence, willful misconduct, or fraud; (ii) limit or exclude liability that cannot be limited or excluded under applicable law; or (iii) affect your rights as a patient under HIPAA, HITECH, or other applicable privacy and data protection laws.

(a) Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Medesto Health and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or relating to:

• Your breach of any provision of this Agreement;
• Your misuse of the Service or any features thereof;
• Any unauthorized access to the Service using your account or credentials;
• Your violation of any applicable law, regulation, or third-party rights;
• Any content or information you submit, transmit, or make available through the Service; or
• Your negligence or willful misconduct in connection with your use of the Service.

(b) Defense and Control

Medesto Health reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with Medesto Health in asserting any available defenses. This indemnification obligation shall survive the termination of this Agreement and your use of the Service.

(a) Mandatory Informal Dispute Resolution

Before initiating any arbitration or court proceeding, you and us agree to first attempt to negotiate any dispute, claim, or controversy arising out of or relating to this Agreement or the Service (“Dispute”) informally for at least thirty (30) days. You must send a written notice of the Dispute to us at 17177 Laurel Park Dr, Ste 164, Livonia, MI 48152. The notice must include: (a) your full name and contact information; (b) the specific nature and basis of the Dispute; and (c) the specific relief sought. If we have a dispute with you, we will provide you the same notice to your most up-to-date contact information that we have. Both Parties agree to negotiate in good faith to resolve the Dispute. If the Dispute is not resolved within thirty (30) days after receipt of the written notice, either Party may commence arbitration.

(b) Binding Arbitration

If the Dispute is not resolved through informal negotiations, you and us agree that any remaining Dispute (except those listed in Section 16(d) below) shall be resolved by binding arbitration. You understand that by agreeing to this, you and us are waiving the right to a trial by jury. The arbitration will be administered by JAMS (Judicial Arbitration and Mediation Services) under its Streamlined Arbitration Rules and Procedures, or by another mutually agreed-upon arbitration provider. The arbitration will be conducted by a single, neutral arbitrator. The arbitration shall take place in the U.S. State of Michigan, or, at your election, may be conducted remotely via video conference. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or data security. Additionally, claims within the jurisdiction of a small claims court may be brought in such court.

(c) Class Action Waiver

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

Unless we both agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Section 16 (Dispute Resolution) shall be null and void.

(d) Exceptions to Arbitration

Notwithstanding the above, either Party may bring a lawsuit in court solely for injunctive relief to stop unauthorized use or abuse of the Service or infringement of intellectual property rights (e.g., trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. Either Party may also elect to have a Dispute heard in small claims court if the Dispute qualifies for that court’s jurisdiction and proceeds on an individual (non-class) basis.

(e) Opt-Out Right

You have the right to opt out of the provisions of this agreement to arbitrate by sending written notice of your decision to opt out to hello@medestohealth.com within thirty (30) days after first becoming subject to this Agreement. Your notice must include your name and address, the email address you used to set up your account, and an unequivocal statement that you want to opt out of this agreement to arbitrate. If you opt out, all other parts of this Agreement will continue to apply to you.

(a) Assignment by You

You may not assign, transfer, delegate, or sublicense this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Medesto Health, and any attempted assignment in violation of this Section shall be null and void.

(b) Assignment by Medesto Health

Medesto Health may assign or transfer this Agreement, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law, provided that such assignment does not materially diminish your rights under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

(a) Right to Modify

Medesto Health reserves the right to modify, amend, or update this Agreement at any time in its sole discretion. When we make changes, we will update the “Last Updated” date at the top of this document and take reasonable steps to notify you of the modifications.

(b) Notice of Material Changes

For material changes that significantly affect your rights or obligations, we will provide notice through one or more of the following methods: (i) a prominent notification within the Medesto Pulse platform; (ii) an email or SMS notification to the contact information associated with your account; or (iii) other means we deem reasonably calculated to provide you with actual notice.

(c) Acceptance of Changes

Your continued use of the Service following the posting of a revised Agreement constitutes your acceptance of and agreement to the modified Agreement. If you do not agree to the revised Agreement, you must discontinue your use of the Service and request deactivation of your account. It is your responsibility to review this Agreement periodically for any changes.