TERMS OF SERVICE

Last revised on: Aug 22, 2024

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The following Terms of Service (the “Terms”) apply to your access and use of Metadoc.AI LLC’s (“Company”, “we”, “our”, or “us”) websites, web and mobile applications, and other online services, including but not limited to our website (https://www.metadoc.ai/) and our Cairo Health mobile and web application (“Cairo Health”) and all content, features, and services made available therein by Company (collectively altogether, the “Services”). Certain features of the Services may be subject to additional guidelines, policies, terms, or rules, which will be posted on the Services in connection with such features. All such additional terms, policies, guidelines, and rules are incorporated by reference into these Terms.

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THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES. BY CLICKING A BOX INDICATING ACCEPTANCE OR BY ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT (AND IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER TO THAT OTHER LEGAL ENTITY)), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT ). YOU MUST BE AT LEAST 18 YEARS OLD TO ACCESS AND USE THE SERVICES. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SERVICES.

PLEASE BE AWARE THAT SECTION 10.3 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 10.3 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 10.3 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10.3 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

Accounts

User Accounts.

Account Creation. In order to have access to and use the Services as an individual/consumer user, you must register for either a Basic Account (defined below) or a Pro Account (defined below) (each also referred to as a “User Account”) and provide certain required information about yourself as prompted by the account registration form such as name, email address, and phone number. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you will not impersonate someone else, provide an email address or phone number other than your own, create multiple User Accounts, or transfer your User Account to another person or allow another person to access your User Account without our approval. You may delete your User Account at any time, for any reason, by following the instructions in the Services. Company may suspend or terminate your User Account in accordance with Section 9.

Starter Account. A “Starter Account” means the account you create to access and use the Services that has access to all the then-current basic features of Cairo Health, such as the ability to sign in and load your Customer Data (defined below), including via self-scanning. You can receive posture assessments (that may be downloadable), common injury analyses, and shareable insights. Starter Accounts also provide access to the artificial intelligence chatbot incorporated within Cairo Health (“Cairo”) for basic wellness support. Starter Accounts are available for a subscription fee, with an option to reduce the fee through data-sharing opt-in to help improve our product. We may also offer a free trial period, subject to change at the Company’s discretion, after which charges will apply unless canceled.

Pro Account. A “Pro Account” means the account you create to access and use the Services that has access to not only all the then-current basic features of Cairo Health, but also the then-current pro features offered to users who subscribe to pro access. This includes access to advanced features such as quick fix recommendations and personalized wellness plans. Pro Accounts are available for a subscription fee, with an option to reduce the fee through data-sharing opt-in to help improve our product. We may also offer a free trial period, subject to change at the Company’s discretion, after which charges will apply unless canceled.

Provider Accounts

Account Creation. In order to have access to and use the Services as an medical provider or other organization user, you must register for a Provider Account (defined below and with User Accounts, referred to, collectively, as “Accounts”) and provide certain required information about your organization as prompted by the account registration form such as your organization’s legal entity name, mailing address, name, title, email address, and phone number of owners and representatives; and your preferred language. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) you will not impersonate someone else, provide a mailing address, email address, phone number other than your own, create multiple Provider Accounts (aside from sub-accounts as described below), or transfer your Provider Account to another person or entity or allow anyone besides your Authorized Users to access your Provider Account without our approval. You may delete your Provider Account at any time, for any reason, by following the instructions in the Services. Company may suspend or terminate your Provider Account in accordance with Section 9.

Provider Account. A “Provider Account” means the account you create to access and use the Services that has access to the Cairo Health features which are offered only to medical providers and other organizations (such as patient scans and downloadable patient posture assessments) as well as the associate sub-accounts that you, or us at your request, may create to allow usage by your Authorized Users to the Services and such features. Provider Accounts are available for the Use Fees (defined below). All holders of Provider Accounts must be licensed medical groups and all holders of Authorized User sub-accounts must be licensed physicians, nurse practitioners, or other healthcare professionals.

Authorized Users. “Authorized Users” means your employees and independent contractors, who may only access and use the Services for the sole purpose of performing their job functions or services (as applicable) for you (“Authorized Users”). You acknowledge and agree that your Authorized Users’ use of the Services is subject to these Terms, and that you are directly responsible to Company for ensuring that your Authorized Users agree to, and comply with, these Terms.

Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Access To and Right To Use The Services

License.

User License. Subject to these Terms, if you are an individual/consumer user, Company grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Services (including content made available therein such as downloadable posture assessments) solely for your own personal, noncommercial use in compliance with applicable laws and regulations.

Provider License. Subject to these Terms, if you are a medical provider or other organization user, Company grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Services (including content made available therein such as downloadable posture assessments) solely for your internal business purposes in compliance with applicable laws, regulations, and medical board rules and applicable standards of good medical practice, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not permit any third party to access Services; (b) you shall not license, sublicense, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on or made available in the Services; (c) you shall not modify, make derivative works of, disassemble, decompile, decode, or reverse engineer any part of the Services or permit others to do so; (d) you shall not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services or any content displayed on or may available in the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

Modification. Company reserves the right, at any time and for any reason, to change, modify, update, interrupt, suspend, or discontinue the Services (in whole or in part) with or without notice to you. This may result in content or features in the Services being added, removed, or modified. You agree that Company will not be liable to you or to any third party for any change, modification, update, interruption, suspension, or discontinuation of the Services or any part thereof.

Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services. Notwithstanding the foregoing, Company will provide you with any standard support services that it offers to your Account type at no additional charge at the time of your support request. These support services may include assistance with the use of the Services, troubleshooting, and other related services, subject to availability. The nature, scope, availability, and cost of support services may change from time to time at the Company’s sole discretion. As of now, User Accounts may only seek support from Cairo and Provider Accounts may seek support by emailing us at [contact@metadoc.ai].

Ownership. Excluding any Customer Data that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and their content, including, without limitation, all modifications, enhancements, and derivative works, are owned by Company or Company’s suppliers. Neither these Terms (nor your access to or use of the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.

Additional Terms for Apple and Android Devices. The following terms apply when you access the Services through either the Apple App Store or Google Play (each an “App Distributor”):

these Terms are concluded between you and Company, not with either App Distributor, and Company (not either App Distributor) is solely responsible for the Services;

the license granted to you for our Services is limited to a non-transferable license to use the Services on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;

we are responsible for providing any maintenance and support services with respect to the Services as specified in the terms and conditions contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Services;

in the event of any failure of the Services to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Services, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the Services;

the applicable App Distributor is not responsible for addressing any claims you have or any claims of any third party relating to the Services or your possession and use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation;

in the event of any third-party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, we will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Terms;

you represent and warrant that (a) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (b) you are not listed on any U.S. government list of prohibited or restricted parties;

you must comply with applicable third-party terms of agreement when using the Services; and

you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in these Terms against you as a third-party beneficiary thereof.

No Medical Care or Advice. Company is not a medical group and does not provide medical advice, care, and/or treatment. The Services are not medical devices and the Services (including content made available therein) are intended for informational purposes only. The Services (including the content made available therein such as downloadable posture assessments) are not designed or intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease. They are not a replacement for professional medical advice, diagnosis, or treatment. Before using the Services or instituting any of its recommendations, consult your physician. By using the Services and instituting any of its recommendations, you assume inherent risks including any injury that may result from such activity. Further, the holders of Provider Accounts understand, acknowledge, and agree that the Services (including the content made available therein such as downloadable posture assessments) are only an informational resource and that holders of such Accounts and their Authorized Users are solely and fully responsible for, and in full control of, any diagnoses they provide to their patients and for all medical advice, care, and/or treatment that they provide, suggest, or recommend to their patients. The Services (including the content made available therein such as downloadable posture assessments) are not meant to in any way substitute or modify your professional judgment in any way.

No Emergency Care. The Services are not for medical emergencies or urgent situations. You should not disregard or delay seeking medical advice for yourself or for you patients (if you are a holder of a Provider Account) based on anything that appears or does not appear in the Services. If you believe you or your patients (if you are a holder of a Provider Account) are experiencing an emergency, call 9-1-1 immediately.

Access to the Services from Outside the United States. Access to and use of the Services is limited exclusively to users located in the United States. Services are not available to users located outside the United States. Using the Services may be prohibited or restricted in certain countries. If you use the Services from outside of the United States, you are fully responsible for complying with the laws and regulations of the territory from which you access or use the Services.

Confidentiality. If you are a holder of a Provider Account, Company and you may exchange Confidential Information (as defined below) and the following provisions apply and will survive any termination of these Terms and the relationship between the parties.

Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of the relationship between the parties. Company’s Confidential Information includes Aggregate Data (defined below), the Services, business and marketing plans, technology, financial and technical information, product designs, services details, and business processes. Your Confidential Information includes Customer Data. Confidential Information (except for personal information in Customer Data) does not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (4) is received from a third party without breach of any obligation owed to the Disclosing Party.

Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party's prior written permission. Notwithstanding the foregoing, Company may disclose your Confidential Information to its domestic and offshore employees, contractors, subcontractors, and service providers to the extent necessary to perform the Services and its obligations under these Terms, under terms of confidentiality materially as protective as set forth herein. In addition, either party may confidentially disclose the terms and conditions of their relationship to an actual or potential financing source or acquirer.

Protection. The Receiving Party shall protect the confidentiality of the Disclosing Party’s Confidential Information it receives in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

Feedback. If you provide Company with any feedback, ideas, thoughts, comments or suggestions regarding the Services (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate, including, without limitation, the testing, development, maintenance and improvement of the Services and launch of other Company products and services.

Promotion. If you are holder of a Provider Account, you also agree that Company may use the name, logo, and marks of the medical provider or other organization holding such account to identify such party as a current or former customer of Company on Company’s website and in Company’s other marketing materials during and after the term of the relationship between the parties. You also agree that Company may verbally reference such party as a customer of the Services during and after the term of the relationship between the parties.

Privacy. In addition, when using or accessing the Services, you shall be subject to our Privacy Policy. Please review our Privacy Policy at [insert web address]. If you are holder of a Provider Account and you feel that a Business Associate Agreement is needed, you may reach out to us at [contact@metadoc.ai] with details about your organization and use case. Each Business Associate Agreement request will be evaluated on a case-by-case basis and may need additional information.

Purchases and Fees

General. Whenever you purchase a subscription for a Pro Account under a User Account (a “Subscription”) or purchase any patient body scan (either taken by you or taken by your patient and accepted by you after your patient’s sharing of such scan with you in the Services) under a Provider Account (a “Use” and each Subscription or Use being a “Transaction”), you expressly authorize us (or our third-party payment processor, which may be the applicable app store like the Apple App Store or Google Play) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the amount and type of Transaction you have selected (plus all applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).

User Subscription Fees. If you purchase a Subscription under your User Account, you will be charged the subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each subscription period thereafter (the period of which is communicated to you at the time of your purchase of the Subscription), at the then-current Subscription Fee. If you purchase a Subscription, unless you cancel your Subscription before the end of your current subscription period, your Subscription will automatically renew, and we (or our third-party payment processor) will automatically charge you on the commencement of each renewed subscription period, using the Payment Information you have provided. Your Subscription will continue to automatically renew until you cancel your Subscription. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Company. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or the Subscription in accordance with these Terms.

Provider Use Fees. Each time you purchase a Use under your Provider Account, you will be charged a one-time use fee, plus any applicable taxes, and other charges (“Use Fee”), at the time of your purchase at the then-current applicable Use Fee. You will be considered to have purchased a Use each time you take a body scan of a patient and each time you accept a body scan taken by a patient and then shared with you via the Services. The initial applicable Use Fee for each category of Use (i.e. provider taken scan or patient taken scan) will be communicated to you at the time of your registration for the Services. After your registration for the Services, the then-current applicable Use Fee for each category of Use will be set forth in the Services, including in the dashboard in your Cairo Health web application. The then-current applicable Use Fee for patient taken scans will also be communicated to you at your time of Use (i.e. acceptance) of body scans taken by patients and shared with you in the Services.

Cancelling Use or Subscription Payment. YOUR PURCHASE OF A USE OR A SUBSCRIPTION IS FINAL AND NON-REFUNDABLE AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF ANY USE FEE OR SUBSCRIPTION FEE AT ANY TIME. If something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason. If we cancel your Transaction, we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will only be effective at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF ANY SUBSCRIPTION FEE PAID FOR ANY SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. You may cancel your subscription via the functionality of the applicable app store or in the Services. If you cancel, your right to use the Subscription features of the Services will continue until the end of your then current subscription period and will then terminate without further charges.

Aggregate Data and Costumer Data

Aggregate Data. “Aggregate Data” means all anonymous, aggregated content, data, statistics, user and usage data, and other information generated by the Services which may include Customer Data (defined below) excluding PHI (defined below) and consumer health data as defined under applicable state laws, provided that no such information will directly identify and cannot reasonably be used to identify individual users or patients of medical provider or other organization users. You acknowledge and agree that Company shall own all right, title and interest in and to the Aggregate Data, including, without limitation, all modifications, enhancements, derivative works, and intellectual property rights thereto, and may use such Aggregate Data for any lawful purpose in connection with its business, including improving or otherwise enhancing or developing the Services, providing other Company products or services, or marketing or advertising the Services and Company’s other services and products.

Customer Data. “Customer Data” means any and all electronic data and information submitted by or for you to the Services, including messages with Cairo and, as applicable, Protected Health Information as that term is defined under HIPAA (“PHI”) and other personal information. As between you and Company, and except as set forth in Sections 4.1 and 4.3, you will own and retain all right, title and interest in and to Customer Data. You hereby represent and warrant that: (i) you have obtained and will obtain all necessary consents, authorizations, permissions and licenses and provide all notices with respect to Customer Data and its submission to the Services (including, but not limited to, for holders of Provider Accounts, the obtaining of necessary authorizations, permissions and licenses from patients and the provision of all notices to patients for the creation of patient profiles and the scanning of patients); and (ii) that Customer Data does not violate our Acceptable Use Policy (defined in Section 4.4). Company is not obligated to backup any Customer Data and you are solely responsible for creating and maintaining your own backup copies of your Customer Data if you desire. Notwithstanding the foregoing, for holders of Provider Accounts, Company will routinely backup Customer Data and use industry standard security measures procedures consistent with prevailing industry standards to store such information.

License. You hereby grant (and you represent and warrant that you have the right to grant) to Company a worldwide, royalty-free, non-exclusive, irrevocable, perpetual right to access, use, reproduce, modify, distribute, incorporate into other works, and prepare derivative works based on Customer Data for the purpose of providing the Services and to improve, enhance, develop, market, and advertise the Services and Company’s other services and products without any further notice or compensation to you of any kind; provided that, to the degree PHI or consumer health data is contained within Customer Data, the license to such PHI or consumer health data to Company for purposes of improving, enhancing, developing, marketing, and advertising the Services and Company’s other services and products will be limited to de-identified PHI and consumer health data only. The foregoing license includes use of Customer Data (excluding PHI and consumer health data) to compile, use and disclose Aggregate Data. Company will be entitled to retain and use Aggregate Data and de-identified PHI and consumer health data in perpetuity.

Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

You agree not to use the Services to collect, upload, transmit, display, or distribute any Customer Data (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, degrading, intimidating, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes illegal or harmful activities or substances, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services; (vii) use the Services for any commercial, revenue generating endeavor, or competitive purposes, including to create any product or service that competes with, or is designed to compete with, any of Company’s products or services (this does not include use of the Services by a holder of a Provider Account with their patients as contemplated herein); (vii) use the Services, or any portion thereof, for the benefit of any third party (other than for your patients as contemplated herein if you are a holder of a Provider Account) or in any manner not permitted by these Terms; (viii) violate any applicable laws, rules, or regulations in connection with your access or use of the Services; (ix) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us; or (x) make the functionality of the Services available to multiple users through any means (other than as contemplated herein to Authorized Users if you are a holder of a Provider Account).

Enforcement. We reserve the right (but have no obligation) to review, refuse, screen, edit, and/or remove any Customer Data, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your Customer Data, terminating your rights to access and use the Services (including terminating your Account and/or Subscription, as applicable) in accordance with Section 9, and/or reporting you to law enforcement authorities.

Indemnification.

You agree to defend, indemnify, and hold Company (and its affiliates, officers, directors, employees, contractors, suppliers, agents, and other representatives) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your access to or use of the Services (including the content made available therein), (b) your violation of these Terms or the Privacy Policy, (c) your violation of applicable laws, regulations, medical board rules, and applicable standards of good medical practice, (d) your Customer Data, or (e) the medical advice, care, and/or treatment you provide to a patient. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Third-Party Links

Third-Party Links. The Services may contain access or links to third-party websites, products, and/or services (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of Company, and Company is not responsible for any Third-Party Links, including but not limited to not being liable for any losses or harmed caused by such third parties or any charges you incur in relation to such third parties. Company provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk and should apply a suitable level of caution and discretion in doing so. When you access or click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any use or transaction in connection with such Third-Party Links.

Release. You hereby release and forever discharge the Company (and our affiliates, officers, directors, employees, contractors, suppliers, agents, other representatives successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, any interactions of yours with other users of the Services, any act or omission of other users of the Services, or any Third-Party Links. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR REALEASED PARTY.”

Disclaimers

THE SERVICES (INCLUDING THE CONTENT MADE AVAILBLE THEREIN) ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES (INCLUDING THE CONTENT MADE AVAILBLE THEREIN) WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

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SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

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Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR INABILITY TO USE, THE SERVICES (INCLUDING THE CONTENT MADE AVAILBLE THEREIN), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES (INCLUDING THE CONTENT MADE AVAILBLE THEREIN) IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE PROVISION OF THE SERVICES (INCLUDING THE CONTENT MADE AVAILBLE THEREIN) TO YOU (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Term and Termination.

Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to access and use the Services (including your Account and/or Subscription as applicable) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. You may terminate this agreement at any time by no longer accessing the Services, deleting all copies of the Services from your devices, and deleting your Account by sending an email to us at [contact@metadoc.ai] or via the functionality in the Services; stopping access and deleting your Account and all copies of the Services from your devices is your sole method of terminating this agreement. Upon termination of your rights under these Terms, you (and, if applicable, your Authorized Users’) right to access and use the Services (including the content made available therein) and your Account and/or Subscription, as applicable, will terminate immediately and you will not be entitled to any refund of Subscription Fees or User Fees. You understand that any termination of your Account (which, if applicable, will include termination of your Authorized Users’ sub-accounts) may involve deletion of the Customer Data associated with your Account (and, as applicable, Authorized Users’ sub-accounts) from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account (and, if applicable, your Authorized Users’ sub-accounts) and/or Subscription or deletion of your Customer Data. Even after your rights under these Terms are terminated, the following provisions of these Terms will survive and remain in effect: Sections 2.2, 2.5 though 2.8, 2.10 through 2.12, Section 4, and Sections 5 through 10.

General

Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Applicable Law. You agree that the laws of the state of California and applicable federal laws, without regard to conflicts of laws provisions, will govern these Terms and any dispute that may arise between you and Company.

Dispute Resolution. Please read the following arbitration agreement in this Section 10.3 (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Company, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Company Parties”) and limits the manner in which you can seek relief from the Company Parties.

Applicability of Arbitration Agreement. You agree that any past or present dispute, claim or controversy between you and any of the Company Parties relating in any way to the Services, any communications you receive, any product or service provided by the Company, or these Terms (collectively, “Disputes”) will be resolved by final and binding arbitration, rather than in court, except as otherwise explicitly set out in this Arbitration Agreement such as that (1) you and the Company Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms.

Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the Dispute, and the requested relief. A Notice to the Company should be sent via email to [contact@metadoc.ai] and via mail to Metadoc.AI LLC, 6920 S Cimarron Rd, Suite 100, Las Vegas, NV 89113. After the Notice is received, you and the Company may attempt to resolve the Dispute informally. If you and the Company do not resolve the Dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. Any statute of limitations will be tolled during the thirty (30) day resolution process. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any Disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For Disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Unless the parties agree otherwise, any hearing will be held in Orange County or, upon your request, in the city closest to your location where AAA maintains an office. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Unless otherwise agreed to, all arbitration proceedings shall be held in English. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and agreed that payment of all filing, administration and arbitrator fees for the ADR Provider will be governed by the Arbitration Rules.

Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the Arbitration Rules for the pertinent claim.

Authority of Arbitrator. If arbitration is initiated, the arbitrator will have exclusive authority to decide all issues relating to the formation, interpretation, applicability, enforceability, and scope of this Arbitration Agreement and to decide the rights and liabilities, if any, of you and the Company Parties, and the Dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company. Judgment on the arbitration award may be entered in any court having jurisdiction.

Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all Disputes shall be resolved exclusively by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company Parties in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY PARTIES WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the Dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.

Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of Company’s patent, copyright, trademark, trade secrets, or other intellectual property rights shall not be subject to this Arbitration Agreement.

Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the state and federal courts located within Orange County, California, for such purpose.

Opt-Out. You will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so via email to [contact@metadoc.ai] and via mail to Metadoc.AI LLC, 6920 S Cimarron Rd, Suite 100, Las Vegas, NV 89113 within thirty (30) days following the date you first become subject to this Arbitration Agreement. Your written notice must include your name, mailing address, email address, and a clear statement that you want to opt out of this Arbitration Agreement. If you do not opt-out of this arbitration agreement within the thirty (30) day period, you and Company shall be bound by the terms of this Arbitration Agreement in full. If you opt-out of this Arbitration Agreement within the thirty (30) day period, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us.

Changes. Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Company via email to [contact@metadoc.ai] and via mail to Metadoc.AI LLC, 6920 S Cimarron Rd, Suite 100, Las Vegas, NV 89113. Unless you reject the change within 30 days of such change becoming effective by writing to Company in accordance with the foregoing, your continued use of the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any product or service provided by the Company, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any technology or U.S. technical data acquired from Company, or any products utilizing such technology or data, in violation of the United States export laws or regulations. You also represent that you are not on any U.S. government denied-party list and that you will not permit any Authorized User to access or use any Services in a U.S. embargoed country or region or in violation of any U.S. export law or regulation.

Electronic Communications. The communications between you and Company use electronic means, whether you use the Services or send us emails, or whether Company posts notices on the Services or communicates with you via email or text. Please note that by providing your mobile number, you are agreeing to be contacted by us at the number you have provided, including via calls and text messages. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

Entire Terms. These Terms (including any guidelines, policies, terms, or rules posted by us on the Services) constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any occurrences beyond our reasonable control, including, without limitation, acts of God, strikes or other labor disturbances, war, whether declared or not, sabotage, disease, epidemic, or pandemic, disruptions in communications, power, or other utilities, and/or any other cause or causes, whether similar or dissimilar to those herein specified, which cannot reasonably be controlled by us. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other and there is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Services. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms and any or all of our rights and obligations under these Terms to others at any time. The terms and conditions set forth in these Terms shall be binding upon assignees. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

Copyright/Trademark Information. Copyright © 2024 Metadoc.AI LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Contact Information. If you discover any violation of the Terms by others, or you have any questions about the Services or these Terms, please contact us at:

Metadoc.AI LLC

6920 S Cimarron Rd, Suite 100

Las Vegas, NV 89113.

Telephone: [insert phone]

Email: [contact@metadoc.ai]