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User Agreement

The following terms and conditions govern User access and use of the Platform provided by Udo Care, LLC (“Udo”) (the “User Agreement”).

1. APPLICABILITY OF THIS USER AGREEMENT.

1.1 Udo provides communication technology on a software as a service (SaaS) basis that connects patients and health care providers (the “Platform”). The Platform is free to potential patients, but health care providers (each a “Customer”) must purchase a subscription for use by their authorized users. If you are either a potential patient using the Platform on your own or an authorized user accessing the Platform pursuant to a Customer’s purchased subscription rights, you are a “User” and subject to this User Agreement. This User Agreement is a legally binding contract between Udo and you, the prospective user reading these words.

1.2 If you are accessing the Platform pursuant to rights purchased by a Customer who authorized you to access the Platform, you may or may not be an employee of the Customer. Whether or not you are an employee of the Customer, you must agree to comply with this User Agreement if you access or use the Platform.

2. ACCEPTANCE AND MODIFICATION TO THIS USER AGREEMENT. By accessing or using the Platform, or by clicking to accept or agree to the User Agreement when this option is made available, you acknowledge that you have read, understand, and agree, without limitation or qualification, to be bound and abide by the User Agreement, which includes our Privacy Policy, incorporated herein by reference. If you do not wish to agree to the User Agreement or the Privacy Policy, you must not access or use the Platform. The Platform is offered and available to Users who are eighteen (18) years of age or older. By using the Platform you represent and warrant that you are of legal age to form a binding contract with Udo. Also, please note that we may revise and update this User Agreement from time to time in our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of changes means that you accept and agree to the changes. It is your responsibility to check this User Agreement periodically for changes, as these changes are binding on you.

3. USE RIGHTS / RESTRICTIONS. On the condition that you comply with all your obligations under this User Agreement, we grant you a limited, revocable, non-exclusive, non-assignable, non-sublicenseable license and right to access and use the Platform, through a generally available web browser, in accordance with this User Agreement. Any other use of the Platform is strictly prohibited and a violation of this User Agreement. We reserve all rights not expressly granted in this User Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Platform and all related items.

4. NOTICE REGARDING DISPUTE RESOLUTION. This User Agreement contains provisions that govern the resolution of claims between you and Udo. It also includes an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration. Unless you opt out, you will only be able to pursue claims against Udo on an individual basis, not as part of any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

5. PRIVACY POLICY. We value your privacy and understand your privacy concerns. Please review our Privacy Policy, which also governs your access to and use of the Platform, so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You further understand that any information collected by Udo may be transferred to the United States and/or other countries for storage, processing and use by Udo and Udo Affiliates.

6. THE PLATFORM.

6.1 If a Customer invited you to use the Platform, your use is controlled by that Customer.

6.2 If an organization or other third party that we refer to in this User Agreement as a Customer has invited you to use the Platform and join one or more of that Customer’s account, your access and use of the Platform is controlled by that Customer.

6.3 The Customer who invited you to use the Platform has separately agreed to our Subscription Agreement, which permits that Customer to create and configure user accounts so that you and others may join as authorized Users. The Subscription Agreement contains terms concerning Udo’s provision of the Platform to Customer, who may then invite authorized Users, such as you, to join. When a User, such as you, submits any content or information to the Platform (“Customer Data”), you acknowledge and agree that the Customer Data is owned by the Customer and the Subscription Agreement provides the Customer with choices and control over that Customer Data. These choices and controls may result in the access, use, disclosure, modification, or deletion of Customer Data.

7. DISCLAIMERS.

7.1 AS BETWEEN UDO AND CUSTOMER, YOU AGREE THAT CUSTOMER IS SOLELY RESPONSIBLE TO (A) INFORM ITS AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY PLATFORM SETTINGS THAT MAY IMPACT ON THE HANDLING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS, OR CONSENTS FROM CUSTOMER’S AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE PLATFORM, AND (C) RESPOND TO AN RESOLVE ANY DISPUTE WITH CUSTOMER’S AUTHORIZED USER RELATED TO OR BASED ON CUSTOMER DATA, THE PLATFORM, OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.

7.2 UDO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION, ALL OF WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. UDO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY. YOU ACKNOWLEDGE THAT UDO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

8. ACCEPTABLE / UNACCEPTABLE USES. To help ensure a safe and productive environment, all Users must comply with the following acceptable use standards when using the Platform, as well as promptly report any inappropriate behavior or content to Udo.

8.1 Acceptable Uses. You agree to undertake the following:

(a) Comply with all applicable laws and government regulations, including, without limitation, privacy laws, intellectual property laws, health care laws, export control laws, labor and employment laws, tax laws, and regulatory requirements;

(b) Upload and distribute only data to which User owns or has otherwise all required rights and permissions under law and under contractual and fiduciary relationships and do so only in compliance with all applicable laws and governmental regulations;

(c) Provide accurate information and update it as necessary;

(d) Use commercially reasonable efforts to prevent unauthorized access or use of the Platform;

(e) Protect passwords and access to sensitive personal information and other information that is confidential in nature;

(f) Monitor and control activities conducted through your account;

(g) Promptly notify us of you are aware of or suspect any illegal or unauthorized activity or security breach, including any loss, theft or unauthorized disclosure or use of a username or password;

(h) Regularly review and comply with this Subscription Agreement, as applicable;

(i) Regularly review and comply with our Privacy Policy;

(j) Review and comply with notices sent by Udo concerning the Platform; and

(k) Use the Platform in a professional manner.

8.2 Unacceptable Uses. You agree not to do the following:

(a) Publish or input inaccurate information on the Platform;

(b) Use or attempt to use another’s account or create a false identity on the Platform;

(c) Upload, post, transmit or otherwise make available any content to the Platform that: (i) is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable; (ii) includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships; (iii) infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; or (iv) contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of the Platform, Udo, or any User.

(d) Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Platform, or any part thereof.

(e) Utilize or copy information, content, or any data you view on and/or obtain from the Platform to provide any service that is competitive with the Platform or Udo;

(f) Adapt, modify, or create derivative works based on the Platform or technology underlying the Platform;

(g) Rent, lease, loan, trade, sell/re-sell access to the Platform or any information therein, or the equivalent, in whole or part;

(h) Remove any copyright, trademark, or other proprietary rights notices contained in or on the Platform;

(i) Infringe or use Udo’s brand, logos, and/or trademarks in any business name, email, or URL, except as expressly permitted by Udo;

(j) Access the Platform for purposes of monitoring Udo’s availability, performance, or functionality for any competitive purpose, including for purposes of building a similar or competitive product or service or to copy any ideas, features, functions or components of the Platform;

(k) Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of Udo’s website or the Platform;

(l) Attempt to or actually access the Platform by any means other than through the interfaces provided by Udo;

(m) Attempt to or actually override any security component included in or underlying the Platform;

(o) Use the Platform in a manner that may harm minors or that interacts with or targets people who are under eighteen (18) years of age;

(p) Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Udo’s infrastructure, including, but not limited to, attempting to gain unauthorized access to the Platform, or transmitting or activating computer viruses through or on the Platform; and

(q) Interfere with or disrupt Udo or the Platform, including, but not limited to, any servers or networks connected to Udo or the Platform.

9. YOUR USE RIGHTS AND TERMINATION OF SUCH RIGHTS.

9.1 If you are accessing the Platform pursuant to a Customer’s subscription, this User Agreement remains in effect until the Customer’s subscription expires or is terminated, or your access to the Platform has been terminated by the Customer or Udo. Please contact your Customer if you at any time wish to terminate your use of the Platform, including due to any disagreement with this User Agreement.

9.2 If you are a potential patient, this User Agreement remains in effect until you elect to close your account or Udo terminates your account. Udo may terminate your account at any time, without notice. You may terminate your account by contacting Udo at [email protected]

10. LIMITATION OF LIABILITY.

10.1 To the maximum extent permitted by law, neither Udo nor any of our affiliated companies, employees, agents, consultants, contractors, members, or managers (“Udo Affiliates”) shall be cumulatively liable for (a) any damages in excess of the greater of either $10 USD or the total amount paid by you to Udo during the six-month period preceding the event giving rise to the alleged liability, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Platform, or any of the content or other materials on, accessed through or downloaded from Udo. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

(a) Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and

(b) Not apply to any damage that Udo may cause you intentionally in violation of this User Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this User Agreement.

11. NOTICES. Notices regarding this User Agreement to Udo shall be in writing and sent by first class mail or overnight courier (if from within the United States), or international courier, addressed to Udo at the headquarters address shown on our Website, Attn: Legal. Udo may give notice applicable to Udo’s general customer base by means of a general notice through the Udo messages portal, and notices specific to You by electronic mail to Your designated contact’s email address on record with Udo, or by written communication sent by first class mail or overnight courier (if to an address within the United States), or international courier, to Your address on record in Udo’s account information. All notices shall be deemed to have been given three (3) days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or twelve (12) hours after sending by confirmed facsimile or email.

12. INVALIDITY; WAIVERS. If any provision or portion of this User Agreement is held invalid, illegal, void or unenforceable as it appears in this User Agreement by reason of any rule of law, administrative or judicial provision or public policy, then such provision shall be construed as being enforceable to the extent such rule of law, administrative or judicial provision or public policy allows. All other provisions of this User Agreement shall nevertheless remain in full force and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies hereunder unless the waiving party expresses such a waiver in writing.

13. SEVERABILITY. If any provision of this User Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this User Agreement shall otherwise remain in full force and effect.

14. ASSIGNMENT AND DELEGATION. You may not assign or delegate any rights or obligations under this User Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this User Agreement, fully or partially without notice to you. We may also substitute, effective upon notice to you, Udo for any third party that assumes our rights and obligations under this User Agreement.

15. GOVERNING LAW; JURISDICTION.

15.1 This User Agreement is governed by and construed in accordance with the laws of the State of Utah, as if performed wholly within the state and without giving effect to the principles of conflict of law. Any legal action or proceeding arising under this User Agreement will be brought exclusively in the federal or state courts located in Salt Lake County, Utah, and the parties hereby consent to such venue and personal jurisdiction.

15.2 Except as set forth below, ANY DISPUTE OR CLAIM ARISING UNDER THIS USER AGREEMENT, INCLUDING THE PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE, OR RELATING IN ANY WAY TO YOUR USE OF THE PLATFORM WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT; provided, however, that the following are exceptions to our agreement to arbitrate our disputes:

(a) Any claim that qualifies as a small claim in a court of limited subject matter jurisdiction must be brought in such court; and

(b) Any claim for injunctive relief may be brought in a court of competent jurisdiction to enjoin intellectual property infringement or misuse.

15.3 All disputes subject to arbitration hereunder shall be settled and determined by arbitration before a panel of one (1) arbitrator in Salt Lake County, Utah pursuant to the Commercial Rules of the American Arbitration Association then in effect. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrator shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to the prevailing party. Notwithstanding any of the foregoing, THE ARBITRATOR WILL NOT BE EMPOWERED AND DOES NOT HAVE THE AUTHORITY TO HEAR OR DECIDE ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, TO AWARD PUNITIVE OR EXEMPLARY DAMAGES OR TO AWARD ATTORNEYS’ FEES TO THE PREVAILING PARTY.

15.4 You may opt out of this agreement to arbitrate by providing written notice of your intention to do so to Udo within 60 days of the earlier of your first use of the Platform or your registration with the Platform.

15.5 Any cause of action or claim you may have arising out of or relating to the User Agreement or the Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

16. ENTIRE AGREEMENT. You agree that this User Agreement, including the documents incorporated herein by reference such as the Privacy Policy, constitutes the entire, complete and exclusive agreement between you and us regarding the Platform and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this User Agreement.

17. SEVERABILITY. If any provision of this User Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this User Agreement shall otherwise remain in full force and effect.

18. INVALIDITY; WAIVERS. If any provision or portion of this User Agreement is held invalid, illegal, void or unenforceable as it appears in this User Agreement by reason of any rule of law, administrative or judicial provision or public policy, then such provision shall be construed as being enforceable to the extent such rule of law, administrative or judicial provision or public policy allows. All other provisions of this User Agreement shall nevertheless remain in full force and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies hereunder unless the waiving party expresses such a waiver in writing.