WEB AND MOBILE TERMS AND CONDITIONS

Effective: January 1st, 2019

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.

Wellspring Telehealth LLC d/b/a WellVia on its own behalf and on behalf of its affiliates and/or wholly owned subsidiaries (collectively referred to as “WellVia”, “WELLVIA”, “we”, “us”, or “our”), owns and operates the websites located at

www.wellviasolutions.com, www.mywellvia.com, www.wellviagenetics.com, and various mobile applications (collectively, the “Site” or “Sites”). Through these Sites we operate various online services that enable eligible individuals (“Members”) to receive various types of health care information and telehealth services (“WellVia Services”). The Sites also have public portions that allow anyone to educate themselves on the Services available from WELLVIA.

WELLVIA does not provide any physicians’ or other providers’ services itself. All of the providers are independent of WELLVIA and use the Service as a way to communicate with you. Any information or advice received from a provider comes from them alone, and not from WELLVIA. Your interactions with the providers via the Service are not intended to take the place of your relationship with your regular health care practitioners. Neither WELLVIA, nor any of its subsidiaries or affiliates or any third party who may promote the Service or provide a link to the Service, shall be liable for any professional advice obtained from a health care provider via the Service or for any other information obtained on the website. WELLVIA does not endorse any specific tests, physicians, medications, products or procedures that are recommended by providers that may use WELLVIA to communicate with you. You acknowledge that your reliance on any healthcare providers or information provided by the providers via the Service is solely at your own risk and you assume full responsibility for all risk associated herewith.

APPLICABILITY OF THESE TERMS AND CONDITIONS

These Web and Mobile Terms and Conditions (“Terms and Conditions”) govern your use of the Sites.

Use of any of the Sites constitutes your acceptance of these Terms and Conditions and the WellVia Web and Mobile Privacy Policy. If you do not agree to these Terms, you should immediately cease all use of and access to all of the Sites.

AGREEMENT TO THESE TERMS AND CONDITIONS

Your access and use of the Sites is subject to your agreement with these Terms and Conditions and the Web and Mobile Privacy Policy. By using the site, you expressly agree to the terms of this Terms of Use.

If you do not agree with this Terms and Conditions, please do not use or access the Sites for any purpose. Please print a copy of these Terms and Conditions for your records.

MODIFICATIONS TO THESE TERMS AND CONDITIONS

WELLVIA may revise these Terms and Conditions at any time. Should these Terms and Conditions change materially, WELLVIA will give notice to you and all users by posting a notice regarding the updated Terms and Conditions on the Site. New Terms and Conditions will be effective as of their posting unless otherwise stated. By accessing or using the Site after such changes are posted you agree and consent to all such changes.

DISCLAIMER

The Sites are provided “as is” and without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, WELLVIA disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. WELLVIA does not warrant that the Sites will be uninterrupted or error-free, that defects will be corrected or that the Sites or the server that makes it available are free of viruses or other harmful components.

WELLVIA will use reasonable efforts to keep the content timely and accurate, but makes no guarantees, and disclaims any implied warranty or representation about its accuracy, relevance, timeliness, completeness, or appropriateness for a particular purpose. WELLVIA assumes no liability arising from or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Sites.

Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

NO MEDICAL ADVICE OR SERVICES

Wellspring Physician P.A and the Wellspring Physician P.C(s) (collectively the “Wellspring Physician Entities”) provides the clinical services to Members. The Wellspring Physician Entities are independent, physician-owned medical groups with a national network of United States based providers who provide clinical telehealth services. Wellspring Physician Entities provide clinical services via the WELLVIA platform to customers of WELLVIA.

THE CONTENT OF THE SITE AND WELLVIA SERVICES INCLUDING WITHOUT LIMITATION, TEXT, COPY, AUDIO, VIDEO, PHOTOGRAPHS, ILLUSTRATIONS, GRAPHICS AND OTHER VISUALS, IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR RECOMMENDATIONS OF ANY KIND. YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR QUALIFIED HEATH CARE PROFESSIONALS WITH ANY QUESTIONS OR CONCERNS YOU MAY HAVE REGARDING YOUR INDIVIDUAL NEEDS AND ANY MEDICAL CONDITIONS. THE SITE IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL DIAGNOSIS OR TREATMENT. RELIANCE ON ANY INFORMATION APPEARING ON THE SITE, WHETHER PROVIDED BY WELLVIA, ITS CONTENT PROVIDERS, MEDICAL EXPERTS, CLIENTS, VISITORS TO THE SITE OR OTHERS, IS SOLELY AT YOUR OWN RISK. WHILE WELLVIA FACILITATES COMMUNICATIONS WITH AND OTHER INTERACTIONS WITH PHYSICIANS, WELLVIA DOES NOT PROVIDE MEDICAL SERVICES AND THE PHYSICIAN-PATIENT RELATIONSHIP IS BETWEEN YOU AND THE HEALTHCARE PROVIDER. ALL HEALTHCARE PROVIDERS IDENTIFIED OR ACCESSIBLE ON THE SITE ARE INDEPENDENT PROVIDERS AND ARE NOT EMPLOYED BY OR AFFILIATED WITH WELLVIA.

REGISTRATION ON THE SECURE PORTAL

Some of WELLVIA’s sites can be used only by WELLVIA Members, require Members to register and log-in, and are password protected (“Registered Users”). The password protected portions of the Sites are referred to as the Secure Portals. This Secure Portals allows you to access certain behavioral health and other medical consultation services (“Services”). Through the Secure Portals, you can also access your protected health information (“PHI”), whether submitted by you or generated as a result of your use of the Services. A complete description of the purposes for which WELLVIA uses and discloses any PHI collected from our Members (including PHI collected on the Secure Portal) is described fully in its Notice of Privacy Practices or any other applicable notices provided to Members.

EMAIL ADDRESSES

Registers Users will need to provide us with an email address. We will use email to send Registered Users important updates about the Sites as well as notifications when information and documents are added that Members need to be aware of, e.g. forms, consult appointments. WELLVIA will also use email address to send general information about the Services available through WELLVIA. In some instances, but not all, you will be able to opt out of receiving emails. WELLVIA does not sell your email address to third parties.

YOUR RESPONSIBILITIES

Registered Users are responsible for (i) controlling the dissemination and use of activation codes and passwords; (ii) authorizing, monitoring, and controlling access to and use of your user ID and password; and (iii) promptly informing WELLVIA of any need to deactivate a password. You also agree to promptly notify WELLVIA of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to this Site by emailing WELLVIA at compliance@WELLVIAsolutions.com. In addition, you agree to exit from your secure account at the end of each session. WELLVIA explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.

ACCURATE AND COMPLETE MEDICAL HISTORY

The Services do not replace your existing primary care physician relationship but are intended only to supplement that relationship for your non-emergency medical needs. WELLVIA is not an insurance provider nor are we a prescription fulfillment warehouse. You agree that your medical history on the Secure Portals will have the most up to date and accurate information. Such information is vital for WELLVIA to provide you with quality Services.

YOUR REPRESENTATIONS AND WARRANTIES

By registering on the Secure Portals, you represent and warrant that (i) you are at least eighteen (18) years of age, (ii) you have the legal ability and authority to enter into this Agreement with WELLVIA, (iii) the information you have provided to WELLVIA in your registration is accurate and complete (iv) you will comply with any and all laws applicable to your use of the Secure Portals, (v) you will not interfere with a third party’s use and enjoyment of the Secure Portals, and (vi) you will not interfere with or disrupt WELLVIA’s or its vendor’s security measures. If any information you provide to WELLVIA becomes inaccurate, incomplete or otherwise false or misleading, you will immediately notify WELLVIA.

TERMINATION

If you violate these Terms and Conditions, your ability to use the Secure Portals will terminate. WELLVIA may, in its sole discretion, terminate your access to the Secure Portals, or any portion thereof, for any reason whatsoever without prior notice. These actions are in addition to any other right or remedy WELLVIA may have available at law. Further, WELLVIA shall not be liable to you or any third party for any such termination or discontinuance.

PROHIBITED USES

In using the Sites, you agree not to:

Send or otherwise transmit to or through the Sites any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to the Sites or computers of any kind, and any unsolicited advertising, solicitation or promotional materials;

Misrepresent your identity or affiliation in any way;

Restrict or inhibit any person from using the Sites, disclose personal information obtained from the Sites or collect information about users of the Sites;

Reverse engineer, disassemble or decompile any section or technology on the Sites, or attempt to do any of the foregoing;

Gain unauthorized access to the Sites, to other users’ accounts, names, personally identifiable information or other information, or to other computers or websites connected or linked to the Sites;

Launch or use any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that access the Sites in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;

Send or otherwise transmit to or through the Sites chain letters, unsolicited messages, so-called “spamming” or “phishing” messages, or messages marketing or advertising goods and services;

Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment;

Violate any applicable laws or regulations or these Terms and Conditions;

Alter or modify any part of the Content or services offered on the Sites; or

Assist or permit any persons in engaging in any of the activities described above.

INTELLECTUAL PROPERTY RIGHTS AND CONTENT

All materials on the Sites, including the design, layout, and organization (collectively referred to as “Content”), are owned and copyrighted by WELLVIA or its suppliers or vendors, and are protected by all applicable intellectual property laws. The Content contains trademarks, service marks, and registered trademarks of WELLVIA and its licensors. All rights and title to the Content, trademarks and service marks herein remain with WELLVIA or its licensors.

You are authorized to view the site and Content. You are not authorized to alter, obscure, or remove any copyright or trademark notice present in the Content. All rights not expressly granted herein are reserved to WELLVIA.

You may not reproduce, duplicate, copy, sell, trade, resell, or exploit for commercial gain any portion of the Sites or the Content. You agree not to change or delete any copyright or proprietary notice from materials downloaded from this site or any site accessible through this site. You may not link to this site.

THIS SITE CONTAINS NO MARKETING OR ADVERTISING

WELLVIA does not market, advertise, or provide commercial sponsorship for the products, goods, or services of any third party and has no financial arrangements with any third party to advertise, market, or provide commercial sponsorship of specific products, goods or services.

EXTERNAL LINKS

The Sites may contain links to third-party websites. Linked sites are not under the control of WELLVIA, and WELLVIA is not responsible for the content of any linked site. Links are provided as a convenience only, and a link does not imply that WELLVIA endorses, sponsors, or is affiliated with the linked site. Your use of third-party web sites is at your own risk and subject to the terms and conditions of use for such sites; these Terms do not apply to other websites. WELLVIA disclaims any and all liability for any medical and health treatment information set forth on linked sites.

NO ENDORSEMENTS

Reference to any product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, service mark, company name or otherwise does not constitute or imply the endorsement or recommendation of such by WELLVIA. Any views expressed by third parties on this Site are solely the views of such third party and WELLVIA assumes no responsibility for the accuracy or veracity of any statement made by such third party.

INDEMNIFICATION AND LIMITATION OF LIABILITY

You agree to defend, indemnify and hold WELLVIA, its officers, directors, employees, agents, licensors and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements (including without limitation reasonable attorney and accounting fees), resulting from or alleged to result from your violation of these Terms and Conditions.

IN NO EVENT SHALL WELLVIA BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF PROFITS, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS WEBSITE OR THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY SUCH PRODUCTS, GOODS, OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WELLVIA is not liable to you or anyone else for any decision made or action taken based on use of this Site.

FORCE MAJEURE

We will not be deemed to be in breach of these terms or liable for any breach of these terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire or other disaster.

CHILDREN

The Sites are not intended for children under the age of 13. If you are under 13 years of age, please do not use or access the Sites at any time or in any manner. By using the Sites, you affirm that you are over the age of 13. WELLVIA does not seek through this website to gather personal information from or about persons under the age of 13 without the consent of a parent or guardian.

CHOICE OF LAW AND JURISDICTION

These Terms and Conditions of Use are governed by the laws of Texas. If any provision of these Terms and Conditions of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions of Use, which shall remain in full force and effect.