Our Services include the Vive Now Programs, the Apps, the Portal, the Sites, and all related services and features provided by us.

As part of the Services, we offer the Vive Now Programs, which are digitally-based health monitoring and care management programs for patients managing chronic conditions or requiring remote health monitoring. We offer the Vive Now Programs to certain individuals that meet any applicable clinical criteria that we have established for enrollment. We deliver the Vive Now Programs through the Apps, our Sites, and the Provider’s Portal. Our Services may include, without limitation:

• Access to information, text, graphics, photos, audio, video, resources, or other materials appearing in the Vive Now Programs, in the Apps, on the Portal, on the Sites, or in any aspect of the Services (the “Content”), including educational Content relevant to your health goals;
• The ability to create, upload, transmit, display, and access User Submissions (as described in the section entitled “Types of User Submissions” below);
• The ability to track and monitor vital signs, exercise, and health data through the Apps;
• The ability to interact with our relevant personnel, including our support teams, nursing staff, and for individuals enrolled in the Vive Now Programs, healthcare professionals on our care teams (the “Care Teams”), which can include nurses, health coaches, and other clinical professionals, as applicable;
• For Healthcare Providers, the ability to access the Provider’s Portal to monitor patients enrolled in RPM and CCM programs, view patient data, and manage care plans;
• Remote Patient Monitoring (RPM) services that enable continuous monitoring of patient health metrics;
• Chronic Care Management (CCM) services that provide comprehensive care coordination for patients with chronic conditions;
• Billing services and administrative support for RPM and CCM programs;
• The ability to request aspects of your health information to share with other healthcare providers, friends, or family;
• Access to nursing support services as part of your enrolled program; and
• Access to other information about us and our products and services through the Sites and any other features, content, or applications that we may offer from time to time.

As mentioned above, we make certain of these features available only to Patients in the applicable Vive Now Programs and only for the duration of their access to and use of those Vive Now Programs.

Healthcare Providers have access to the Portal only for the purpose of monitoring their enrolled patients.

To enroll in a Vive Now Program or use an App, you must register as more fully described below in the section entitled “Registration.” The Vive Now Programs and the Apps are available only to individuals who:

• Are at least 17 years old (or have parental/guardian consent if under 17);
• Reside in the United States of America or any of its territories;
• Meet any applicable condition-specific clinical criteria that we have
  established for enrollment or for specific aspects of the Vive Now Program;
• Have been referred by a healthcare provider or have an active relationship with a healthcare provider; and
• Complete the registration process that we prescribe.

By accessing or using a Vive Now Program or an App, you represent that you meet the requirements described above.

We may, in our sole discretion, refuse to offer the Services to any person or entity. We may also change any applicable criteria used to determine clinical eligibility for one or more Vive Now Programs or features of the Vive Now Programs at any time for any reason. This provision is void in jurisdictions where it is prohibited by law, and accordingly, we revoke the right to access the Services in those jurisdictions.

We reserve the right to change, replace, suspend, or discontinue the Services or any component of the Services (including, without limitation, any feature, specification, database, or content) at any time and for any reason at our discretion. We will not be liable to you for any change, replacement, suspension, or discontinuation of your
rights to access or use the Services. We may also impose limitations on certain features or parts of the Services or restrict your access to part or all of the Services without notice or liability.

The services enable patients to access the content and to interact with our care teams, nursing staff, and support teams. Certain aspects of the vive now programs constitute healthcare services provided by licensed healthcare professionals, including but not limited to remote patient monitoring and chronic care management (“healthcare services”).

The healthcare services are provided under the direction and supervision of your treating physician or healthcare provider. Vive now programs are designed to complement and support the treatment plans provided by your own physician or qualified health provider – not to replace them.

Aside from the healthcare services provided by licensed clinical professionals as part of the vive now programs, we do not provide medical advice or medical treatment. Informational content and general support services are for informational purposes only and should not be used for the diagnosis or treatment of any medical condition.

Always seek the advice of your physician or other qualified health providers before deciding to start, alter, or discontinue any course of medical treatment, therapy, diet, exercise, or treatment for any condition or for any questions regarding your medical condition, your diet, or the use (or frequency) of any medication or medical device. Do not use the services as a substitute for consulting with your physician or other health care provider, and do not disregard professional medical advice or delay in seeking it because of any information received in connection with our services.

To the extent that, in addition to the services you receive from us, you also receive medical care from other parties (including any provider that may provide a referral for our services, any provider providing a prescription, and any supplier of durable medical equipment), that medical care is separate from and unrelated to the services provided by us. Your treating medical professional is responsible for obtaining your informed consent to any medical diagnosis, treatment, or therapy in connection with that medical care. We are not responsible or liable for any advice, course of treatment or therapy, diagnosis, or any other information, services, or products that you may obtain from third parties in connection with or as a result of using the services.

THE SERVICES ARE FOR NON-EMERGENCY PURPOSES ONLY. WE DO NOT CARRY EMERGENCY OR TIME-CRITICAL COMMUNICATIONS TO ANY TYPE OF HOSPITAL, LAW ENFORCEMENT AGENCY, OR ANY OTHER KIND OF EMERGENCY OR TIME-CRITICAL SERVICE. THE SERVICES DO NOT REPLACE 911, YOUR PERSONAL HEALTH CARE PROVIDERS, ADVICE NURSES, OR OTHER EMERGENCY ASSISTANCE. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE SERVICES OR RELY ON THE SERVICES IN ANY WAY FOR EMERGENCY ASSISTANCE OR A PROMPT RESPONSE. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, OR IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM IMMEDIATELY.

If we become aware of or contemplate an emergency, we may secure from any
hospital, physician, and/or medical personnel (“Emergency Responders”) any emergency treatment that we deem necessary for your immediate care in our sole discretion. You understand and agree that, if we take any action to secure Emergency Responders on your behalf, you, and not we, will be solely responsible for payment of all medical services rendered in connection with that treatment.

In order to access and use any of the Apps, you must download it from a digital distribution platform, such as the Apple App Store or Google Play (the “App Provider”).

Even though you must download the App from the App Provider, these Agreements are between you and us (and not the App Provider). The App Provider has no obligation to furnish any maintenance or support services regarding the Apps.

The App Provider also is not responsible for addressing any claims (from you or from any third parties) that relate to any of the Apps or that relate to your possession or use of the Apps, including but not limited to any claims that relate to product liability, claims that an App does not comply with applicable legal or regulatory requirements, and claims arising under consumer protection laws or similar legislation.

If a third party claims that one of the Apps or your possession or use of that App infringes that third party’s intellectual property rights, we (and not the App Provider) will be responsible for the investigation, defense, settlement, and discharge of that claim to the extent required by these Agreements.

Even though these Agreements are between you and us, you must also comply with any other applicable terms of service from the App Provider or other applicable third parties when you access or use the Services.

As a condition to enrolling in a Vive Now Program, you will be required to register with us and to submit information to us either through the Apps or the Sites (or in some cases, by video or audio or by phone).

You represent and warrant that all information that you submit to us is complete, accurate, and truthful. If you allow a third party to assist you in providing any information to us, including in registering or applying for a Vive Now Program, you represent and warrant that you have reviewed that information and confirmed that it is complete, accurate, and truthful prior to its submission.

If our support teams or other employees or agents that we provide assist you in providing any information to us, including in registering or applying for a Vive Now Program, you represent and warrant that you will review that information and confirm that it is complete, accurate, and truthful immediately after any summary is made available to you.

You also agree to maintain the information that you submit to us (or that any third party submits on your behalf) and to update it promptly for any changes. Failure to keep your information current will constitute a breach of these Agreements, which may result in immediate termination of your account.

In registering for one or more Vive Now Programs, you will select a screen name (“User ID”), which might be used for all Vive Now Programs. You are solely responsible for choosing your User ID, and you agree not to select or use as your User ID (a) the name of another person with the intent to impersonate that person, (b) a name that is subject to any rights of another person without appropriate authorization, or (c) any name that is otherwise offensive, vulgar, or obscene.

We reserve the right to refuse registration of any User ID or to cancel any User ID in our sole discretion. In addition, you agree never to use another Patient’s account without that Patient’s express permission.

In registering for any Vive Now Program, you also will set an account password. You are solely responsible for setting your password and for maintaining its confidentiality. You also are solely responsible for all activity that occurs on your account. You agree not to share your password with any person, not to permit any person to have access to your password, and not to otherwise facilitate the use of your User ID and password by any other person. You agree to notify us in writing immediately of any unauthorized use of your password or account or any other security breach of which you become aware.

As a condition to accessing or using the Vive Now Programs, the Apps, and certain other aspects of the Services, you must provide us with your email address and phone number. By participating in the Services, you agree and consent to our communicating with you via email, voice calls, push notifications, and other electronic communications that relate to the Services as well as, when authorized by you or otherwise permitted by law, SMS/MMS mobile/text messages (collectively, “Vive Now Communications”) pursuant to these Terms. You agree that Vive Now Communications are governed by this Agreement.

General Terms for Vive Now Communications. Vive Now Communications may be unencrypted and our communications may contain personal information, including protected health information. You agree that we may send these communications to you unless you choose to opt out, unsubscribe, or you change your communication preferences in the App, which you may do at any time. You agree that we may call the phone number that you provide and leave a message on voicemail regarding any issues related to Vive Now’s performance of any health care activities through a Vive Now Program, such as reminders, insurance matters, payment obligations, and any calls pertaining to your care. You further agree that we may send you Text Messages at that phone number related to Vive Now’s performance of any health care services through a Vive Now Program, such as reminders, insurance matters, payment obligations, and any communications pertaining to your care, including automated text message campaigns.

Terms for Vive Now Text Messages. We do not charge for Vive Now Text Messages, but you are responsible for all charges and fees associated with SMS/MMS mobile/text messaging (“Text Messages”) imposed by your wireless carrier, and you acknowledge that your carrier may charge you or deduct usage credit from your account when you send Text Messages to us or we send Text Messages to you. Message and data rates may apply. If you enroll a telephone number in Vive Now Text Messages, you authorize us to send recurring Text Messages to the number you specify, and you represent that you are authorized to receive Text Messages at the number. You agree that these Text Messages may be transmitted using an automatic telephone dialing system (“ATDS”), other automated systems for the selection or dialing of telephone numbers, or different technology. Your consent to receive Text Messages via an ATDS or other automated system for the selection or dialing of numbers is not required (directly or indirectly) as a condition of receiving healthcare from Vive Now or participating in any Vive Now Program. Although you consent to receive Text Messages sent using an ATDS, you will not interpret that to suggest or imply that our Text Messages are sent using such a system. Message frequency varies, and you can opt-out at any time. If you do not wish to continue receiving Vive Now Text Messages, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any Text Message you receive from Vive Now to opt out of that program of Vive Now Text Messages. You may receive an additional Text Message confirming your decision to opt out. You understand that we have established specific processes for you to opt out of Vive Now Text Messages and agree that those processes are the only reasonable methods of opting out. You acknowledge that our Text Message platform may not recognize or respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, and agree that we and our service providers will have no liability for failing to honor such requests. For support or assistance, email us at app@vivehealth.com or text HELP to any Vive Now Text Message.

Electronic Notice. By accessing or using the Services, you demonstrate and agree that you can access information that we post electronically and receive electronic communications from us. As part of using the Services, you agree to receive all agreements, notices, disclosures, and other communications that we provide to you in electronic form, including all communications that we are required by law or these Agreements to provide to you. You also acknowledge that receipt of these communications in electronic form satisfies any legal requirement that the communications be in writing. Your consent to receive electronic notices, disclosures, and other communications applies to any notice or other information that we provide in connection with your application, registration, or enrollment in a Vive Now Program and all communications relating to your access to and use of the Services.

You are responsible for evaluating, obtaining, installing, operating, and maintaining all software, hardware, or other equipment, including your mobile devices and any features of those devices that you use to transmit information to us or receive information from us (collectively, “Systems”) that may be necessary for you to access and use the Services or that you elect to use to do so and any internet and/or wireless services via the providers of your choice (the “Connections”). This responsibility
includes, without limitation, utilizing current versions of web-browsers and appropriate encryption, antivirus software, anti-spyware, and internet security software.

In connection with your access to and use of the Services, you understand and agree that:

• You are responsible for the data security of the Systems that you use (or any third party on your behalf uses) to access the Services and for the transmission and receipt of information using those Systems;
• Using open networks such as the Connections is associated with certain security, corruption, transmission error, and access-availability risks, and you expressly assume those risks;
• You have made your own independent assessment of the adequacy of the Systems and the Connections and are satisfied with that assessment; and
• We are not responsible for any errors or problems that arise from the malfunction or failure of the Systems or the Connections.

Communication lines used to transmit emails and Text Messages do not have the same security features that are built into the Services. By accessing or using the Services, you acknowledge that we are unable to ensure the security of information you send to us through your Systems or Connections until that information reaches us, and you acknowledge that information sent via email or Text Message or otherwise through your Systems or Connections may not be encrypted or secure.

WE ASSUME NO LIABILITY FOR OR RELATING TO THE DELAY, INTERRUPTION, FAILURE, CORRUPTION OF, UNINTENDED ACCESS TO, OR DISCLOSURE OF ANY INFORMATION THAT YOU OR YOUR AGENTS TRANSMIT TO US UNTIL THAT INFORMATION REACHES US. IN ADDITION, BY AGREEING TO RECEIVE EMAILS, TEXT MESSAGES, PUSH NOTIFICATIONS, OR OTHER ELECTRONIC COMMUNICATIONS FROM
US, YOU AGREE TO ACCEPT ANY RISK AND DAMAGE ARISING FROM THE DISCLOSURE OF THOSE COMMUNICATIONS IN TRANSMISSION.

Submissions from You

In connection with your use of the Services, we may receive or collect User Submissions from you. For purposes of these Terms, “User Submissions” means any content, personal information (including without limitation, your name, contact information, activity tracking, vital signs data, health readings, and other personally identifiable information or personal health information), recorded videos, audio clips, written comments, data, text, photographs, software,scripts, graphics, works of authorship, or other information, in each case, where supplied by or collected from a user of the Services, including any feedback or suggestions for improvements, enhancements, or error corrections (“User Submissions”).

Data Provided by Vive Now-Supplied Devices

In connection with your participation in certain Vive Now Programs, we may provide you with digital equipment that assists you in monitoring your health and supplies that information automatically to us and the applicable Vive Now Program (“Vive Now-Supplied Devices”). As a condition to enrolling in the Vive Now Programs, you agree not to transfer or sell Vive Now-Supplied Devices to any other individual or entity and not to allow any other individual to use a Vive Now-Supplied Device in a manner that would transmit their information to your Vive Now account. Many Vive Now-Supplied Devices are pre-configured to supply information to us and will share information about you and your health without requiring additional authorizations from you. Information that
we receive from your Vive Now-Supplied Devices will be considered your User Submissions.

Data Provided by You through Third-Party Data Sources at Your Direction

We also may receive information about you from third parties who have received your information because you subscribe to or otherwise participate in their services or because you use their digital equipment (“Third-Party Data Sources”).

For example, we may receive data from digital equipment, such as blood glucose monitors, blood pressure monitors, or activity trackers, that you already possess or that you later acquire on your own and not from us (“Third-Party Health Devices”). If you supply information from Third-Party Health Devices to us by manually entering that information through the Apps or the Sites, that information will be considered
information from you and a User Submission. If you enable one or more
Third-Party Health Devices to supply information to us automatically, that information will be considered information from you delivered through your Third-Party Data Sources and will also be a User Submission. You agree not to connect Third-Party Health Devices or to manually enter information, in either case, in a manner that would transmit information from individuals other than yourself to your Vive Now account.

In addition to Third-Party Health Devices, Third-Party Data Sources may include other third party sources of data, such as Apple HealthKit or Google Fit. When you authorize these Third Party Data Sources to supply information to
us, that information will be considered information from you delivered through your Third-Party Data Sources and will also be a User Submission.

The Services may allow you to display, use, include, or make available other content, data, information, applications, services, or materials from third parties (“Third-Party Offerings”). For purposes of these Terms, your Third-Party Health Devices and other Third-Party Data Sources will be considered Third-Party Offerings. In addition, for purposes of these Terms, any entities that offer or make available Third-Party Offerings, as well as any agents or intermediaries that those entities may employ, will be considered “Third-Party Providers.”

In certain circumstances, you may choose to leave the Vive Now Programs to visit content made available on websites from Third-Party Providers and/or to access Third-Party Offerings. In these instances, the circumstances will make clear that you are visiting the websites of Third-Party Providers or accessing Third-Party Offerings.

IF YOU VISIT WEBSITES FROM THIRD-PARTY PROVIDERS AND/OR ACCESS THIRD-PARTY OFFERINGS, THIRD-PARTY PROVIDERS MAY COLLECT OR RECEIVE PERSONAL INFORMATION FROM YOU OR YOUR PERSONAL DEVICES. YOU SHOULD NOT VISIT WEBSITES FROM THIRD-PARTY PROVIDERS OR ACCESS THIRD-PARTY OFFERINGS IF YOU DO NOT WANT THIRD-PARTY PROVIDERS TO RECEIVE THIS INFORMATION.

When you use any Third-Party Offerings or interact with Third-Party Providers,YOU DO SO AT YOUR OWN RISK.

To the extent that you may instruct us, through features in the Vive Now Programs or otherwise, to connect to or share data directly with any Third-Party Offerings or any Third-Party Provider, we do so solely for your convenience. To the extent that the Services contain links to
third-party sites, when you access those links, you do so at your own risk. Our inclusion of any links to Third-Party Offerings or any other content from Third-Party Providers in the Services does not imply any endorsement or recommendation by us or any association with the Third-Party Providers. None of the Third-Party Offerings or Third-Party Providers are under our control.

We are not responsible for the manner in which Third-Party Offerings and Third-Party Providers collect, safekeep, access, or use information that you supply to them or that we supply to them at your request or instruction. You are solely responsible for reading and understanding the terms of use and privacy policies of each Third-Party Offering and Third-Party Provider before using or interacting with them and before
instructing or permitting us to share information with them.

WE HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR THE COLLECTION AND USE BY ANY THIRD-PARTY OFFERINGS OR THIRD-PARTY PROVIDERS OF ANY INFORMATION THAT YOU SUPPLY TO THEM OR THAT WE SUPPLY TO THEM AT YOUR REQUEST OR INSTRUCTION, AS WELL AS THE AVAILABILITY, PERFORMANCE, TECHNICAL FAILURES, CONTENT, ACCURACY, EFFICACY, APPROPRIATENESS, SAFETY, LEGALITY, OR SECURITY OF THIRD-PARTY OFFERINGS AND THIRD-PARTY
PROVIDERS OR ANY OTHER ASPECT OF THEIR FUNCTIONING OR INTERACTIONS. YOU AGREE TO ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES, LOSS, OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, THAT RESULTS FROM OR IS ALLEGED TO HAVE RESULTED FROM YOUR USE OF THIRD-PARTY OFFERINGS AND THIRD-PARTY PROVIDERS

In connection with your participation in a Vive Now Program, we may provide you with Vive Now-Supplied Devices. The device manufacturers of some Vive Now-Supplied Devices have agreed that those devices will not ask you to read or
consent to the device manufacturer’s terms of service, privacy policy, or other user agreements (the “Manufacturer User Agreements”) or prevent you from connecting your Vive Now-Supplied Device to the Services without first consenting to those agreements. The manufacturers of some other Vive Now-Supplied Devices (the “Devices with Additional Terms”) may ask you to read and consent to the Manufacturer User Agreements when you first activate the device and may prevent you from connecting your Devices with Additional Terms without first consenting to the Manufacturer User Agreements.

Some of the manufacturers of Devices with Additional Terms have agreed that,
while you are a participant in the Services, the Manufacturer User Agreements will not apply to your use of those Devices with Additional Terms to the extent that they conflict with these Agreements. Those manufacturers of Devices with Additional Terms also have agreed that, while you are enrolled in the applicable Vive Now Program, only Vive
Now’s Privacy Policy and Notice of HIPAA Privacy Practices and not the manufacturer’s privacy policy will apply to your use of the Devices with Additional Terms. If you have questions about whether the manufacturer of your Vive Now-Supplied Device has agreed to this arrangement, please contact us at app@vivehealth.com.
Even where this arrangement is in place, if you continue to use any Device with Additional Terms after you terminate your account with us or after you are otherwise disenrolled or terminated from the Vive Now Program applicable to that device, the Manufacturer User Agreements will apply in full to your use of that Device with Additional Terms from that point forward.

You retain all ownership or license rights that you possess in your User Submissions, provided that you grant the licenses to use the User Submissions described below to Vive Now and to other users. You represent and warrant to us that you own all rights, title, and interest in and to your User Submissions or are otherwise authorized to grant the licenses described in these Agreements. You also represent that granting these licenses will not violate any law or infringe upon or violate the rights of any person or entity.

You consent and grant to Vive Now and its affiliates, subsidiaries, directors, officers, employees, agents, representatives, service providers, suppliers, partners, sublicensees, successors, and assigns (collectively, the “Vive Now Parties”) a perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free, fully paid, worldwide right and license to use, license, modify, reproduce, adapt, publish, translate, transmit, edit, distribute, perform, display, communicate publicly, create derivative works of, and otherwise use any User Submissions and incorporate any User Submissions in other works in any form, media, or technology, in each case, subject to these Terms, our Privacy Policy, and our Notice of HIPAA Privacy Practices. You also consent to and permit any other user of the Services to access, display, view, store, and reproduce any User Submissions that you make available to any group within the Services for his or her personal use or to the public without compensation.

If all or a portion of a User Submission constitutes protected health information or personally identifiable information as described in our Privacy Policy and our Notice of HIPAA Privacy Practices, we will treat it as such. However, under the license you grant pursuant to these Terms, we reserve the right to remove personal identifiers from any and all User Submissions and, once de-identified or otherwise rendered no longer attributable to you without additional information (including in any manner prescribed by law), the remaining information (“De-Identified Data”) will not be subject to any obligation of confidentiality on our part. You understand and agree that we own all right, title, and interest in and to any De-Identified Data. You also understand and agree that De-Identified Data may be used for any lawful business purpose without any duty of accounting to you. For example, once de-identified, we may use De-Identified Data from User Submissions in our publications, in sales and marketing materials, and for product research and development.

By providing you with the ability to post and use User Submissions, we do not undertake any obligation or liability relating to those User Submissions, the User Submissions of others, or any related activities. We do not endorse any User Submissions. You acknowledge that all User Submissions submitted, uploaded, posted, transmitted, or displayed are the sole responsibility of the person who made those User Submissions and that you are entirely responsible for all of your User Submissions. YOU WILL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USER SUBMISSIONS.

We do not control User Submissions from other users. Accordingly, we do not guarantee the authenticity, accuracy, integrity, or quality of any User Submissions. WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THE CURRENCY OR ACCURACY OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF ANY USER, AND WE HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION PROVIDED BY OR ON BEHALF OF USERS IN CONNECTION WITH THEIR USE OF THE SERVICES.

You understand and agree that, in accessing or using the Services, you may be exposed to User Submissions that are offensive or objectionable. Although we reserve the right to do so, we have no obligation to monitor the Services or any User Submissions. WE DISCLAIM ANY ACTUAL OR IMPLIED DUTY TO MONITOR USER SUBMISSIONS AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY USER SUBMISSIONS OR FOR THE QUALITY OR ACCURACY OF OTHER INFORMATION USERS PROVIDE THROUGH USING THE SERVICES.

You retain all ownership or license rights that you possess in your User Submissions, provided that you grant the licenses to use the User Submissions described below to Vive Now and to other users. You represent and warrant to us that you own all rights, title, and interest in and to your User Submissions or are otherwise authorized to grant the licenses described in these Agreements. You also represent that granting these licenses will not violate any law or infringe upon or violate the rights of any person or entity.

You consent and grant to Vive Now and its affiliates, subsidiaries, directors, officers, employees, agents, representatives, service providers, suppliers, partners, sublicensees, successors, and assigns (collectively, the “Vive Now Parties”) a perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free, fully paid, worldwide right and license to use, license, modify, reproduce, adapt, publish, translate, transmit, edit, distribute, perform, display, communicate publicly, create derivative works of, and otherwise use any User Submissions and incorporate any User Submissions in other works in any form, media, or technology, in each case, subject to these Terms, our Privacy Policy, and our Notice of HIPAA Privacy Practices. You also consent to and permit any other user of the Services to access, display, view, store, and reproduce any User Submissions that you make available to any group within the Services for his or her personal use or to the public without compensation.

If all or a portion of a User Submission constitutes protected health information or personally identifiable information as described in our Privacy Policy and our Notice of HIPAA Privacy Practices, we will treat it as such. However, under the license you grant pursuant to these Terms, we reserve the right to remove personal identifiers from any and all User Submissions and, once de-identified or otherwise rendered no longer attributable to you without additional information (including in any manner prescribed by law), the remaining information (“De-Identified Data”) will not be subject to any obligation of confidentiality on our part. You understand and agree that we own all right, title, and interest in and to any De-Identified Data. You also understand and agree that De-Identified Data may be used for any lawful business purpose without any duty of accounting to you. For example, once de-identified, we may use De-Identified Data from User Submissions in our publications, in sales and marketing materials, and for product research and development.

By providing you with the ability to post and use User Submissions, we do not undertake any obligation or liability relating to those User Submissions, the User Submissions of others, or any related activities. We do not endorse any User Submissions. You acknowledge that all User Submissions submitted, uploaded, posted, transmitted, or displayed are the sole responsibility of the person who made those User Submissions and that you are entirely responsible for all of your User Submissions. YOU WILL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USER SUBMISSIONS.

We do not control User Submissions from other users. Accordingly, we do not guarantee the authenticity, accuracy, integrity, or quality of any User Submissions. WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THE CURRENCY OR ACCURACY OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF ANY USER, AND WE HEREBY DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY INFORMATION PROVIDED BY OR ON BEHALF OF USERS IN CONNECTION WITH THEIR USE OF THE SERVICES.

You understand and agree that, in accessing or using the Services, you may be exposed to User Submissions that are offensive or objectionable. Although we reserve the right to do so, we have no obligation to monitor the Services or any User Submissions. WE DISCLAIM ANY ACTUAL OR IMPLIED DUTY TO MONITOR USER SUBMISSIONS AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY USER SUBMISSIONS OR FOR THE QUALITY OR ACCURACY OF OTHER INFORMATION USERS PROVIDE THROUGH USING THE SERVICES.

We reserve the right to require payment of fees for the Services or certain features of the Services. If you elect to access or use Services or features subject to fees, you agree to pay all applicable fees as described in those Services. You are responsible to pay any portion of fees except where those fees have been covered by your healthcare
provider, health insurance company, or other third-party sponsor. We use a third-party payment vendor to process any payments from you. You represent and warrant that you are the valid owner or an authorized user of any credit card or payment account that you provide to such third-party payment vendor and that all information you provide is accurate. We reserve the right to change our price lists in the future and to institute new charges going forward at any time by providing prior notice to you. We may provide this notice by email or by posting it in the Services. You acknowledge that if you access or use Services subject to fees following that notification, you accept the new or increased charges.

The Site, the Apps, the Portal, the Vive Now Programs, all other aspects of the Services, and the Content are solely Vive Now’s property. The Services and the Content are protected under U.S. and international intellectual property laws, including copyright, trademark, patent, and trade secret protections, as well as other laws. Consistent with the section of these Terms entitled “Rights to and Responsibilities for User Submissions,” Vive Now does not claim ownership of User Submissions, and User Submissions will not be considered Content for purposes of this paragraph only.

Subject to your compliance with these Agreements, we grant you a personal, non-exclusive, non-transferable, non-sublicenseable, revocable, limited right to access our Site, download and use the Apps, and use the Vive Now Programs and other aspects of the Services. All rights in and to the Services that we have not expressly granted in these Terms are hereby reserved and retained by us. You agree to abide by all copyright notices, information, and restrictions contained in the Services and any Content. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit the Services, any Content, any third-party submissions, or any other proprietary rights or other valid rights not owned by you without the consent of the respective owners or in any other way that violates any third-party right.

To the extent the Services expressly authorize you to do so, you may download or copy the Content and other items displayed on the Services for download but solely for your personal use in accordance with these Terms and only if you maintain all copyright, trademark, and other notices contained in those items. Copying or storing any Content for any use other than personal, noncommercial use in accordance with these Terms is expressly prohibited without prior written permission from us or from the copyright holder identified in the item’s copyright notice.

Vive Health, Vive Now, and the Vive Health and Vive Now logos (collectively, the “Vive Now Marks”) are trademarks or registered trademarks of Vive Health. Other trademarks, service marks, graphics, and logos appearing on the Site, the Apps, the Portal, or other aspects of the Vive Now Programs or the Services may be the property of third parties (“Third-Party Marks”). Neither these Agreements nor your use of any aspects of the Services grants you any right, title, or interest in or to, or any license to reproduce or otherwise use, the Vive Now Marks or any Third-Party Marks.

If your healthcare provider, health insurance company, or another third party pays for your participation in a Vive Now Program, your access to that Vive Now Program may terminate when that third party’s coverage for your participation ends. In addition, we may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of certain information associated with your
account. Upon termination of your right to use all or any part of our Services, all licenses and other rights granted to you by these Agreements for such parts of the Services will immediately terminate.

If you wish to terminate your account, you may do so by following the instructions on the Site or in the Apps or by contacting our customer support team at app@vivehealth.com.
For more information on the Personal Information that we are required by law to maintain as a health care provider, even in the event of account termination or a request for account deletion, please refer to our Privacy Policy. Any fees paid for the Services are non-refundable except where otherwise indicated by us in writing.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership and license provisions, warranty disclaimers, indemnity provisions, and limitations of liability.

THE CONTENT AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. VIVE NOW, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CONTENT OR THE SERVICES (I) DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, APPROPRIATENESS, COMPLETENESS, OR USEFULNESS THE CONTENT OR THE SERVICES AND (II) DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR THE STATED PURPOSE.

PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. HOWEVER, THE LIMITATIONS ABOVE WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

You agree to defend, indemnify, and hold harmless the Vive Now Parties from all liabilities, claims, losses, damages, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (a) your use or misuse of the Services or the Content; (b) your provision of any User Submissions or other data to any Vive Now Party; (c) your breach of these Agreements; (d) your violation or alleged violation of any applicable foreign or domestic federal, state or local laws, rules, and/or regulations; or (e) any infringement or alleged infringement by you or any third party using your account of any intellectual property right or other right of any person or entity. Vive Now reserves the right to assume the exclusive defense and control of any matter subject to this indemnification, in which case you agree to assist and cooperate with Vive Now in asserting any available defenses.

IN NO EVENT SHALL ANY VIVE NOW PARTY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR THE CONTENT: (A) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER OR FOR ANY SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (C) FOR YOUR USE OR INABILITY TO USE OR RELIANCE ON THE SERVICES OR ANY CONTENT; OR (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES. IN ADDITION, THE MAXIMUM LIABILITY OF THE VIVE NOW PARTIES TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE SERVICES IS LIMITED TO THE GREATER OF (I) THE AMOUNT PAID BY YOU FOR ACCESS TO OR USE OF OUR SERVICES, OR (II) THREE HUNDRED U.S. DOLLARS (USD $300.00).

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THESE AGREEMENTS AND THAT THE SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT THESE LIMITATIONS. YOU AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN VIVE NOW AND YOU.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU RESIDE IN ONE OF THOSE JURISDICTIONS. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Any claims against Vive Now arising in connection with your access to or use of the Services must be brought against Vive Now within one (1) year of the date of the event giving rise to that claim.

Vive Now provides the Services only to individuals residing in the United States of America and its territories, and individuals not residing in the United States or its territories are prohibited from enrolling in the Vive Now Programs. If you access other aspects of the Services from other locations, you do so at your own initiative and risk and are responsible for compliance with local laws. Vive Now makes no representation that the Services are appropriate or available for use in locations outside of the United States, and accessing the Services is prohibited from territories where such Services are illegal.

A printed version of these Agreements and of any notice given in electronic form shall be admissible in judicial or administrative proceedings relating to these Agreements to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Agreements shall be governed by and construed in accordance with the laws of the State of Florida, excluding its conflicts of law rules, and the laws of the United States of America. For all purposes of these Agreements, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Middle District of Florida or in a state court in Collier County, Florida.

Any dispute arising from or relating to the subject matter of these Agreements shall be finally settled by binding arbitration in Collier County, Florida, using the English language in accordance with the Arbitration Rules and Procedures of the American Arbitration Association (“AAA”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of AAA arbitrators in accordance with the Commercial Arbitration Rules of AAA. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees, and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the arbitration provisions, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ACTIONS, CLASS ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

Use of the Services is not authorized in any jurisdiction that does not give effect to this Section or any other provisions of these Agreements.

These Terms, the Privacy Policy, the Notice of HIPAA Privacy Practices,
and any other agreement referenced herein, constitute the entire agreement between you and us with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with respect to the Services. If any provision of these Agreements is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Agreements will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for in these
Agreements shall not be deemed a waiver of any further rights under these Agreements.

We shall not be liable for any failure to perform obligations hereunder to the extent that failure results from any cause beyond our reasonable control, including, without limitation, natural disasters, epidemics or pandemics, and mechanical, electronic, or communications failures or degradation.

These Agreements are personal to you and are not assignable, transferable, or sublicensable by you except with our prior written consent. We may assign, transfer, or delegate any or all of our rights and obligations under these Agreements without consent. Our licensors and App Providers may be entitled to enforce these Agreements as third-party beneficiaries; otherwise, there are no other third-party beneficiaries to these Agreements. No agency, partnership, joint venture, or employment relationship is created as a result of these Agreements. All notices under these Agreements will be in writing and will be deemed to have been duly given (a) when received, if personally delivered or sent by certified or registered mail, return receipt requested; (b) when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

If you have evidence, know, or have a good-faith belief that your rights or the rights of a third party have been violated, and you want us to remove, edit, or disable the material in question, you must provide us with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an email address at which you may be contacted; (e) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our designated agent at:

Attn: Copyright Agent
Vive Health
8955 Fontana Del Sol Way
Naples, FL 34109
app@vivehealth.com

We comply with applicable civil rights laws and do not discriminate on the basis of race, color, national origin, age, disability, limited English proficiency, or sex. We do not exclude people from receiving any Vive Now Programs or treat individuals differently because of race, color, national origin, age, disability, or sex.

We will provide translation services for people whose primary language is not English, at no cost to the individual, as is required by law. If you require these assistance services, please contact us by emailing app@vivehealth.com.

For individuals with physical or intellectual disabilities, we will provide accommodation as required by law when it is reasonable to do so. If you require accommodation to use Vive Now Programs, please contact us by emailing app@vivehealth.com.

If you believe that we have failed to provide these services or discriminated in another way on the basis of race, color, national origin, age, disability, or sex, you can file a grievance by email to app@vivehealth.com or by mail at:

Vive Health Civil Rights Coordinator
Legal Department
Vive Health
8955 Fontana Del Sol Way
Naples, FL 34109

You can file a grievance in person or by mail or email. If you need help filing a grievance, the Vive Health Civil Rights Coordinator is available to help you, and you can request such assistance by emailing app@vivehealth.com.

You can also file a civil rights complaint with the U.S. Department of Health and Human Services, Office for Civil Rights, electronically through the Office for Civil Rights Complaint Portal, available at https://ocrportal.hhs.gov/ocr/portal/lobby.jsf, or by contacting the office via mail or phone at:

U.S. Department of Health and Human Services
200 Independence Avenue, SW
Room 509F, HHH Building
Washington, D.C. 20201
1-800-368-1019, 800-537-7697 (TDD)

Complaint forms are available at http://www.hhs.gov/ocr/office/file/index.html.

You may contact us at app@vivehealth.com or at the following address:

Vive Health
8955 Fontana Del Sol Way
Naples, FL 34109