Thank you for using the CureCompanion telemedicine software platform (the “Software”). The Software is provided by CureCompanion Inc. (“CureCompanion”), a Delaware corporation.

By accessing or using any part of our Software, you agree to become bound by the terms and conditions of this Terms of Use Agreement (“Agreement”). If you do not agree to all the terms and conditions of this Agreement, then you may not access the Software or use any of its services. If these terms and conditions are considered an offer by CureCompanion, acceptance is expressly limited to these terms. Please read this Agreement carefully before accessing the Software.

1. Agreement to Terms and Conditions. By accessing and using our Software (created to construct, transmit, store, retrieve or display only medical related data of individuals in order to facilitate health care consultations), you agree to the terms and conditions provided in this Agreement. You agree not to use this Software for any other unauthorized information/data storage and retrieval. CureCompanion reserves the right to modify the Agreement from time to time without prior notice to you. CureCompanion reserves the right to cancel or suspend operation of this Software at any time, for any reason and without prior notice and shall not be held liable for any modification, suspension or discontinuance of any of its services or contents of the Software at any time, for any reason and without prior notice.

2. Confidentiality.

   1. You agree that you are responsible for maintaining the confidentiality of your account username and password, and you acknowledge and agree that you, and not CureCompanion, are wholly responsible for all activities that occur during the usage of the Platform by you or any representative or agent, acting on your behalf, under your account.

   2. You agree that you and not CureCompanion, are responsible for maintaining confidentiality of patient information: all information, laboratory/image center/hospital data and reports including images of any of your individual patient medical records that are created, transmitted, stored, displayed or deleted by, from, or within your account.

    

3. Platform.

   1. The Platform is used only as a connection from you or your health care providers (“providers”) to the patients of your selection. The providers are users of the Platform and are not employees, independent contractors or consultants of CureCompanion. The medical advice given by you or your providers to the patients using this Platform is your own opinion and advice and CureCompanion does not advocate, support, advance or have any opinion as to any advice given by you or your providers to the patient. The users of this Platform, both patients and providers, shall indemnify and hold harmless CureCompanion from any liability or claim out of any damage due to use of the Platform.

   2. The Platform relies on users’ (i.e., patients’ and providers’) Internet speed in order to utilize the Platform. CureCompanion is not an Internet service provider and is not responsible for loss of connectivity or inability to connect for telehealth consultations. If quality of connection is not acceptable, you are directed to immediately disconnect from the Platform and advise the patient to call for medical help and advice locally.

   3. In connection with your provision of telehealth consultations, you agree to use the Platform in accordance with all applicable Federal, State and Local laws, including, without limitation, the Ryan Haight Online Pharmacy Consumer Protection Act of 2008, as amended to date, and state medical licensure requirements. We reserve the right to suspend, terminate and/or delete your account information and your access to the Platform if we determine, in our sole discretion, that you are in violation of this Agreement or are using the Platform for any purpose other than medical telehealth services, or are in violation of any applicable Federal, State or Local laws.

    

4. Intellectual Property. This license does not provide any right, title, or interest in CureCompanion’s intellectual property, including software source or object code, images, data, and/or content.

5. Software License. This Agreement provides a non-exclusive license to use the Software according to the License Plan selected by you as defined in Section 6 below.

6. License Plan. To use the Software, you must select a “License Plan”, either by making a selection in the Software’s user interface or by providing your selection in writing. Each License Plan offered by CureCompanion will outline the license fee and period of the license along with a description of the authorized usage quota. License Plans may be recurring or automatically renewing in nature. You agree to be legally liable for all license fees specified by the License Plan you select.

7. Changing the License Plan. You agree that any selection of License Plan made in the user interface of the Software will take effect immediately and the pro-rated software license fees for that License Plan’s period will be billed immediately. You agree to pay the corresponding license fee displayed in the Software alongside the selected License Plan under the terms and conditions of this Agreement.

8. Availability of License Plans. CureCompanion reserves the right to modify its available License Plans and/or license fees at any time.

9. Payment of License Fees. Payment of license fees related to each period in your selected License Plan is due on the first business day of that period. If the start date of the License Plan is other than the first day of a period, you agree to pay CureCompanion the pro-rata portion of the License Fee for that period prior to the start date.

10. Credit Card Payments. You agree to provide a credit card to CureCompanion which will be used for license fee payments. You hereby give your permission to automatically charge to your credit card the license fee specified in your selected License Plan and understand that your credit card will be charged periodically, as defined in the selected License Plan. Upon expiration of your credit card you agree to provide a new credit card number promptly and pay all outstanding fees immediately.

11. Late Fees. If you fail to make a license fee payment on the date such payment is due because your provided credit card has expired, the automatic charge is rejected, or for any other reason, CureCompanion may charge a late fee on the overdue payment. The late fee will accrue at a rate per annum equal to eight percent (8%).

12. Sales and Use Tax. You agree to pay any applicable sales or use tax to CureCompanion based on the location of usage of the Software.

13. Software Usage Restrictions.

    1. You may only use the Software within usage quotas authorized by CureCompanion.

    2. You shall not attempt to reverse engineer or copy any source code of Software.

    3. You will not use the Software to promote unlawful practice of medicine or use it for any non-medical purposes.

    4. Any unauthorized usage will result in immediate and permanent termination of the license and this Agreement.

     

14. You agree to comply with all federal, state, and city laws and regulations in all territories where you use the Software and assume full responsibility for legality of usage of the Software in said territories.

15. CureCompanion reserves the right to modify and update the Software’s functionality and user interface design at its own discretion.

16. Data entered into the Software may be stored by CureCompanion in various geographical regions from time to time to ensure smooth operation of the Software. CureCompanion shall exercise full freedom to store and process all data entered in the Software and to use the data in any manner it sees fit to ensure smooth operation of the Software.

17. CureCompanion may implement modifications requested by you to the Software at its own discretion. You understand that there may be extra costs charged by CureCompanion for such modifications as deemed necessary. Any modifications, customizations, or add-ons will remain the sole property of CureCompanion and will be licensed to you under the terms of this Agreement unless agreed otherwise in writing, with additional one time and/or recurring costs as mutually agreed upon between you and CureCompanion.

18. Warranties and Disclaimer of Warranties.

    1. CureCompanion Disclaimer of Warranties. You acknowledge and agree that as between CureCompanion and you, YOU LICENSE THE SOFTWARE AS IS. CURECOMPANION HAS NOT MADE, NOR DOES IT MAKE, ANY REPRESENTATION OR WARRANTY OR AGREEMENT WITH RESPECT TO THE FITNESS, MERCHANTABILITY, CONDITION, QUALITY, DURABILITY OR SUITABILITY OF THE SOFTWARE IN ANY RESPECT, INCLUDING: THEIR FITNESS FOR A PARTICULAR PURPOSE; THE DESIGN OR CONDITION OF THE SOFTWARE; THE QUALITY OR CAPACITY OF THE SOFTWARE; THE WORKMANSHIP IN THE SOFTWARE; THE SOFTWARE WILL SATISFY REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERETO; ANY IMPLIED WARRANTY UNDER ANY STATE OR FEDERAL STATUTE OR REGULATION OR COMMON LAW DOCTRINE; ANY WARRANTY OF ERROR-FREE OR UNINTERRUPTED SERVICE; ANY WARRANTY PERTAINING TO THE PERFORMANCE OF SOFTWARE DELIVERED TO CLIENT.

    2. LIMITATION ON LIABILITIES. UNDER NO CIRCUMSTANCES SHALL CURECOMPANION OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, LOST PROFITS OR PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, WORKERS COMPENSATION, OR OTHERWISE, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE TOTAL LIABILITY OF CURECOMPANION UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO CURECOMPANION PURSUANT TO THIS AGREEMENT. THE SOFTWARE IS NOT MEANT TO REPLACE PROFESSIONAL JUDGMENT. IN NO EVENT SHALL CURECOMPANION BE RESPONSIBLE FOR DAMAGES OR INJURIES TO YOU OR THIRD PARTIES DUE TO YOUR INTERPRETATION OF THIRD-PARTY DATA PROVIDED PURSUANT TO THE SOFTWARE, DELAY IN PROVIDING DATA, OR THE ACCURACY OR INACCURACY OF DATA PROVIDED BY THE SOFTWARE.

19. Indemnity. YOU SHALL INDEMNIFY AND HOLD CURECOMPANION AND ANY ASSIGNEE HARMLESS FROM AND AGAINST ANY CLAIMS, COSTS, REASONABLE ATTORNEY FEES, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF THE SELECTION, LICENSING, PROVISION, RETURN OR RELINQUISHMENT, OBTAINING, USE, CREATION, OR OWNERSHIP OF THE SOFTWARE, INCLUDING CLAIMS RELATING TO: (A) SOFTWARE DEFECTS OR ERRORS; (B) INFRINGEMENT BY YOU OR THE SOFTWARE OF ANY PATENT, TRADEMARK, COPYRIGHT, OR INDUSTRIAL OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON; AND (C) MEDICAL MALPRACTICE AGAINST CURECOMPANION DUE TO YOUR USE OF THE SOFTWARE. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE REQUIRED TO INDEMNIFY A PARTY FOR ANY CLAIM TO THE EXTENT RESULTING FROM ACTS OF THAT PARTY WHICH CONSTITUTE WILLFUL MISCONDUCT OR NEGLIGENCE OF CURECOMPANION OR THAT PARTY.

20. Governing Law, Jury Trial Waiver. This Agreement is deemed to have been made in the state of Texas in the United States of America, and is governed by the laws of Texas as if entirely performed therein and without regard to conflict of laws rules. You consent to the jurisdiction of any local or Federal court located within that jurisdiction and waive any objection relating to improper venue or forum non-conveniens to the conduct of any proceeding in any such court. YOU EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY.

21. Successors. This Agreement is binding upon and inures to the benefit of you and your respective successors and permitted assigns.

22. Severability. Any provision in this Agreement prohibited by or unlawful or unenforceable under any applicable law of any jurisdiction shall be ineffective as to such jurisdiction without invalidating the remaining provisions of the Agreement. Any failure or delay on the part of CureCompanion to exercise any right under the Agreement shall not operate as a waiver of that right, nor shall a single or partial exercise of a right preclude any other or further exercise or the exercise of any other right.

23. Waivers. No waiver is effective unless it is in writing signed by CureCompanion. Any waiver is effective only in the specific instance and for the specific purpose stated in the waiver.

24. Headings. Article headings in this Agreement are included for convenience of reference only and do not constitute a part of this Agreement for any other purpose.