Meru Health Terms of Use

These terms of use are entered into by and between you and Meru Health, Inc. (collectively referred to as “Meru Health”, “we”, “us”, and “our”). The following terms and conditions of use, together with any documents expressly incorporated by reference (collectively, “Terms of Use”) govern your use of our online interfaces and properties (e.g., websites and mobile applications) owned and controlled by Meru Health, Inc., including the meruhealth.com website and our Meru Health application (collectively, the “Site”), as well as the services available to users through the Site. Meru Health, Inc. contracts with Meru Medical, P.A. (“Meru Medical”) regarding online telehealth and telepsychology medical consultations and secure messaging between Meru Medical physicians and other healthcare professionals (individually the “Provider” and collectively the “Providers”) and their patients. (See Section 22 for Supplemental Terms Applicable to Providers.) The professional medical and psychological services (which are provided by Meru Medical) and the non-clinical Site services (which are provided by Meru Health) are collectively referred to in this Terms of Use as the “Services”. The terms “you” and “your” means you, your dependent(s) if any, and any other person accessing your Meru Health Account (“Account”).

Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the Site and Services. By clicking “accept”, you acknowledge that you have read, understand, accept, and agree to be bound by all terms and conditions contained within these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not agree to be bound by these Terms of Use, you are not authorized to access or use this Site or Services; promptly exit this Site. For more information about Meru Medical’s use and disclosure of protected health information, please see the Notice of Privacy Practices.

This Site is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Site, you represent and warrant that you are of legal age to form a binding contract with Meru Health and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

BINDING ARBITRATION

These Terms of Use provide that all disputes between you and Meru Health that in any way relate to these Terms of Use or your use of the Site will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Dispute Resolution; Arbitration Agreement for the details regarding your agreement to arbitrate any disputes with Meru Health.

CHANGES TO THE TERMS OF USE

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page periodically so you are aware of any changes, as they are binding on you.

1. Privacy Practices

All information we collect and / or you provide to this Site is subject by the Meru Health Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

2. Availability of Services

Meru Health and the Providers operate subject to state and federal regulations, and the Services may not be available in your state. You represent that you are not a person barred from enrolling for and/or receiving the Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Site and/or the Services is limited exclusively to users located in States within the United States where the Services are available. Services are not available to users located outside the United States. Accessing the Site or Services from jurisdictions where content is illegal, or where we do not offer Services, is prohibited.

3. No Medical Care or Advice on the Site

We offer an online communication Site for Providers and their patients to connect via the Site through the use of synchronous and asynchronous telecommunications technologies. The Site facilitates communication between patients and Providers.

Meru Health does not provide medical or psychological advice or care. Meru Health contracts with Meru Medical, an independent, physician-owned medical group with a network of United States based Providers who provide clinical telehealth services. Meru Medical Providers deliver clinical services via the Meru Health Site to their patients. Providers are independently contracted or employed by Meru Medical. Providers are not contracted or employed by Meru Health. The Providers, and not Meru Health, are responsible for the quality and appropriateness of the care they render to you.

The Providers are independent of Meru Health and are merely using the Site as a way to communicate with you. Any information or advice received from a Provider comes from them alone, and not from Meru Health. Your interactions with the providers via the Site are not intended to take the place of your relationship with your regular health care practitioners or primary care physician. Neither Meru Health, nor any of its subsidiaries or affiliates or any third party who may promote the Site or Service or provide a link to the Service, shall be liable for any professional advice obtained from a Provider via the Site or Service, nor any information obtained on the Site. Meru Health does not recommend or endorse any specific Providers, tests, physicians, medications, products, treatments, therapies, or procedures. You acknowledge that your reliance on any Providers or information delivered by the Providers via the Site or Service is solely at your own risk and you assume full responsibility for all risks associated herewith.

Meru Health does not make any representations or warranties about the training or skill of any Providers who deliver services via the Site or Service. You will be provided with available Providers based solely on the information you submit to the Site. You are ultimately responsible for choosing your particular Provider.

The content of the Site and the 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 or psychological advice, diagnosis, treatment, or recommendations of any kind by Meru Health. You should always seek the advice of your qualified health care professionals with any questions or concerns you may have regarding your individual needs and any medical conditions. All information provided by Meru Health, or in connection with any communications supported by Meru Health, is intended to be for general information purposes only, and is in no way intended to create a provider-patient relationship as defined by state or federal law. While Meru Health facilitates your selection of, and communications with, Providers, Meru Health does not provide medical or psychological services, and the provider-patient relationship is between you and the Meru Medical Provider you select.

NOT FOR EMERGENCIES

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

Meru Health’s Site and Services are not for medical emergencies or urgent situations. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Site. If you believe you have an emergency, call 9-1-1 immediately. If you are experiencing suicidal or self-harm thoughts or tendencies, you should immediately call the National Suicide Hotline at 1-800-273-8255.

You should seek emergency help or follow-up care when recommended by a Provider or when otherwise needed. You should continue to consult with your primary provider and other healthcare professionals as recommended. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition and before stopping, starting, or modifying any treatment or modification.

RISKS OF TELEPSYCHOLOGY AND TELEHEALTH SERVICES

By using the Site, you acknowledge the potential risks associated with telehealth and telepsychology services. These include but are not limited to the following: information transmitted may not be sufficient (e.g. poor resolution of images) to allow for appropriate medical or psychological care decision making by the Provider; delays in evaluation or treatment could occur due to failures of electronic equipment; a lack of access to your medical records may result in adverse drug interactions or allergic reactions or other judgment errors; although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail causing a breach of privacy of your health information.

PRESCRIPTION POLICY

Neither Meru Health nor a Provider shall endorse any specific medication, pharmacy, or pharmacologic product. Providers do not provide or prescribe medications or pharmacological products, including any DEA controlled substances or scheduled medications, or certain other drugs which may be harmful because of their potential for abuse. Providers reserve the right to deny care for actual or potential misuse of the Services.

NOT AN INSURANCE PRODUCT

Meru Health is not an insurer. The Services are not insurance products, and the amounts you pay to Meru Health or the Providers are not insurance premiums. If you desire any type of health or other insurance, you will need to purchase such insurance separately.

Additional terms and conditions may also apply to specific portions, Services, or features of the Site. All such additional terms and conditions are hereby incorporated by reference into these Terms of Use.

4. TYPOGRAPHICAL ERRORS AND INCORRECT PRICING

In the event a Service is listed at an incorrect price due to typographical error or error in pricing information received from a third party, we shall have the right to refuse or cancel any orders placed for the Service(s) listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the charge.

5. ONLINE CARD PAYMENTS

By agreeing to these terms and conditions, you authorize Meru Health to charge your credit/debit card for purchases of services on the Site. You may also use an FSA or HSA debit card supplied by your health insurer for eligible purchases.

We accept credit and debit cards issued by U.S. banks. If a credit card account is being used for a transaction, Meru Health may obtain preapproval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the payment card you designate during the setup process. You authorize us to keep your credit card and/or debit (including, where applicable, FSA and HSA debit) card information on file and charge the service fees automatically and on an ongoing basis until or unless you cancel these automatic payments in writing. If you want to designate a different payment card or if there is a change in your payment card information, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information.

You represent and warrant that if you are making online payments that (a) any credit card or debit card you supply is true, correct, and complete, (b) charges incurred by you will be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in whose name the card was issued and you are authorized to make a purchase or other transaction with the relevant payment card and payment card information.

6. Eligibility; Site Access, Security and Restrictions; Passwords

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of theSite or the entireSite.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Site.

• Ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.

You agree that all information you provide to register with this Site or otherwise, including, but not limited to, through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You agree to fully, accurately, and truthfully create your Meru Health Account, including but not limited to your name, mailing address, phone number, email address, and password, which become your Meru Health ID and credentials. The Meru Health ID and/or credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your Meru Health ID and/or credentials, and for all activities that occur under such Meru Health ID and/or credentials. You agree to prohibit anyone else from using your Meru Health ID and/or credentials and agree to immediately notify Meru Health of any actual or suspected unauthorized use of your Meru Health ID and/or credentials or other security concerns of which you become aware. Your access to the Site may be revoked by Meru Health at any time with or without cause.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

7. Electronic Communications

When you use the Site or Services, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Meru Health or a Provider may contact you by telephone, mail, or email to verify your account information. Meru Health or a Provider may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within fourteen (14) days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Site and the Services until you provide the information to us as requested.

8. Consent to Receive Calls and Text Messages; Video Recording

By providing your mobile number, you are agreeing to be contacted by or on behalf of Meru Health at the mobile number you have provided, including calls and text messages, to receive informational, Product or Service related (e.g., progress tracking, reminders, etc.) and communications relating to the Site and Services. Message and data rates may apply. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some Site features and certain Services may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about your Services.

Your Provider may record (audio and video) all or part of your interaction with your Provider (“Recordings”). For more information about Meru Medical’s use and disclosure of protected health information, please see the Notice of Privacy Practices. By accessing and using the Site, you agree and consent to such Recordings for the purposes and uses set forth in these Terms of Use and as otherwise set forth in the Privacy Policy.

9. Ownership of the Site and Related Materials; Additional Restrictions

The Site contains confidential and proprietary information, materials, data, databases, contents, processes, methodologies, know-how, software, text, displays, images, video, audio, trademarks, logos, service marks, features and functionality, and the design, selection and arrangement thereof, are owned by Meru Health, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade dress, trade secret and other intellectual property or proprietary rights laws (collectively, the “Content”).

These Terms of Use permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, including but not limited to Content, except: (a) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (b) you may store files that are automatically cached by your Web browser for display enhancement purposes; (c) you may print or download one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication or distribution; and (d) if we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications. You must not: (a) modify copies of the Content; (b) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (c) delete or alter any copyright, trademark or other proprietary rights notices from copies of the Content.

You must not access or use any part of the Site or any services or materials available through the Site for outsourcing for others or as part of a service bureau business so otherwise for the benefit of unaffiliated third parties who pay directly for its benefit or for other similar commercial purposes, or otherwise exploited for any commercial purpose without express written consent of Meru Health.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Meru Health. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

10. Accuracy of Information; Functionality

The information presented on or through the Site is made available solely for general information purposes. Although Meru Health attempts to ensure the integrity and accurateness of the Site and Service descriptions, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Site, Service descriptions and other content on the Site. It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents. .

11. Changes to the Site

Meru Health and the Providers each reserves complete and sole discretion with respect to the operation of the Site and the Services. We may withdraw, suspend, or discontinue any functionality or feature of the Site or the Services among other things. We are not responsible for transmission errors, corruption, or compromise of information carried over local or interchange telecommunications carrier. We are not responsible for maintaining information arising from use of the Site or with respect to the Services. We reserve the right to maintain, delete, or destroy all communications or information posted or uploaded to the Site or the Services in accordance with our internal record retention and/or destruction policies.

12. Links to Other Sites

This Site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. Meru Health makes no representations whatsoever about any other website that you may access through this Site. When you access a non-Meru Health site, please understand that it is independent from Meru Health, and that Meru Health has no control over the content on that website. In addition, a link to a non-Meru Health website does not mean that Meru Health endorses or accepts any responsibility for the content, or the use, of the linked site. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk and subject to the terms and conditions of use for such websites.

13. User Information

If you submit, upload, post or transmit any health or psychiatric information, medical and psychiatric history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images or other materials to us or our Site (“User Information”), you agree not to provide any User Information that (1) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, (3) contains or transmits a virus or any other harmful component, (4) promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, (5) is likely to deceive any person, (6) promotes any illegal activity, or advocate, promote, or assist any unlawful act, (7) causes annoyance, inconvenience, or needless anxiety or be likely to upsets, embarrass, alarm, or annoy any other person, (8) impersonates any person or misrepresent your identity or affiliation with any person or organization, (9) involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising, or (10) gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

You agree not to contact other site users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to Meru Health and the Providers that you have the legal right and authorization to provide all User Information to Meru Health and the Providers for use as set forth herein and required by Meru Health and the Providers.

15. Prohibited Uses

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You agree not to (i) access the Site or use the Services in any unlawful way or for any unlawful purpose; (ii) send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use; (iii) impersonate or attempt to impersonate Meru Health, a Meru Health employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); (iv) use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site ; (v) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Site; (vi) attempt to reverse engine, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by this Site; (vii) to have device, software, or routine running that that interferes with the proper working of the Site;; (viii) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (ix) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; (x) attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or (xi) otherwise attempt to interfere with the proper working of the Site. You also may not alter the attribution or origin of electronic mail, messages, or posting; (ix) harvest or collect personal information about any other individual who uses the Site or the Services; and (x) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties.

16. Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Site infringes your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), the written notice (the “DMCA Notice“) must include substantially the following:

• Your physical or electronic signature.

• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.

• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).

• Include both of the following statements in the body of the DMCA Notice: “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).””I hereby state that the information in this DMCA Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

• Our designated Copyright Agent to receive DMCA Notices is:

Copyright Agent, Meru Health, Inc.,2261 Market Street #4717, San Francisco, CA 94114, support@meruhealth.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Offenders: Please note that it is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

17. CAN-SPAM Act and Telephone Consumer Protection Act Compliance

Meru Health and the Providers are committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages from us as set forth in Section 8, above (“Consent to Receive Calls and Text Messages; Video Recording”). Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at support@meruhealth.com.

You shall not use or permit any of your employees, agents, or affiliates to market, promote, or solicit Meru Health products or services in ways that would violate the CAN-SPAM ACT, the TCPA or any other laws. You shall not infringe on the rights of others; distribute chain letters or unsolicited bulk electronic mail (“spamming”); propagate computer worms or viruses; use a false identity; attempt to gain unauthorized entry to any site or network; or infringe copyrights, trademarks, or other intellectual property rights.

You further agree to comply with U.S. export laws concerning the transmission of technical data and regulated materials via the Internet. You agree to indemnify and hold Meru Health and its affiliates harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold Meru Health and its affiliates harmless against and from losses, damages, costs, and reasonable attorney fees incurred in defending or resolving any suits brought against Meru Health or any of its affiliates by anyone arising out of any alleged violation of any anti-spamming rules, regulations, laws, statutes. Your Account will be terminated for any of the above infractions.

18. Disclaimer of Warranties

MERU HEALTH DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. MERU HEALTH DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED WEBSITES. MERU HEALTH DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.

WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND DISTRIBUTED BY MERU HEALTH ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED BY MERU HEALTH OR THIRD PARTIES WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES. MERU HEALTH DOES NOT GUARANTEE THAT THROUGH USE OF OUR SERVICES ANY PRESCRIPTIONS WILL BE WRITTEN FOR YOU. MERU MEDICAL PROVIDERS DO NOT PRESCRIBE DEA CONTROLLED SUBSTANCES, SUCH AS THOSE CONTAINING OPIOIDS OR AMPHETAMINES. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE USE OR MISUSE OF THE SERVICES OBTAINED THROUGH OUR SITE MAY RESULT IN UNDESIRABLE OR UNEXPECTED CONSEQUENCES. MERU HEALTH DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE APPLICATION, USE, OR MISUSE OF ANY PRODUCTS OR SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE SERVICE, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE, INCLUDING YOUR FAILURE TO COMPLY WITH ANY WARNING LABELS.

19. Limitation of Liability Regarding Use of Site

EXCEPT AS PROVIDED BY LAW, AND WITHOUT LIMITATION:

MERU HEALTH SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF MERU MEDICAL OR THE PROVIDERS. MERU HEALTH AND ANY THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, AND/OR LINKED WEBSITES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF MERU HEALTH TO YOU WITH RESPECT TO YOUR USE OF THIS SITE IS \$500 (FIVE HUNDRED DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.

20. No Third Party Rights

Unless expressly stated in the Terms of Use to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, Meru Health, the Providers, and their affiliates. Nothing in the Terms of Use is intended to relieve or discharge the obligation or liability of any third persons to you, Meru Health, the Providers, and its affiliates, nor shall any provision give any third parties any right of subrogation or action over against you, Meru Health, the Providers, and its affiliates.

21. Assignment

You may not assign, transfer, or delegate the Terms of Use or any part thereof without Meru Health’s prior written consent. Meru Health may freely transfer, assign, or delegate all or any part of the Terms of Use, and any rights or duties hereunder or thereunder. The Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.

22. Supplemental Terms Applicable to Providers

These supplemental terms apply to Providers in addition the other provisions of these Terms of Use. In the event of a conflict between the supplemental terms and any other terms herein, the supplemental terms shall prevail.

To be a healthcare provider using the Site (for purposes of this Section 22, “Provider” or “you”) you must be a licensed physician, nurse practitioner, physiologist, or healthcare professional contracted or employed by Meru Medical, and must agree to comply with all laws, medical and professional board rules, and other rules and regulations applicable to you as a Provider or otherwise. Your relationship with the Meru Health users (including, but not limited to, your Meru Medical patients) is directly between you and the patient. The patient will never have a provider-patient relationship with Meru Health. Meru Health does not practice medicine and offers no medical services. As set forth more fully below, Provider is solely responsible for all agreements, consents, notices, and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Provider and Meru Medical is solely responsible for all billings and collections from patients and other consumers, and Meru Health shall have no liability whatsoever to Provider with respect to any amounts owed by any patient or other consumer to Provider.

Meru Health does not provide any medical advice, legal advice, or representations in any way regarding any legal or medical issues associated with Provider, goods, or services offered by Provider, including but not limited to any compliance obligations or steps necessary to comply with any state or federal laws and regulations. Provider should seek legal counsel regarding any legal and compliance issues, and should not rely on any materials or content associated with the Services in determining Provider’s compliance obligations under law. Provider and Meru Health agree that Meru Health is not providing, to Customer or anyone else, medical advice or legal advice.

Provider will use the Site and Services only in accordance with applicable standards of good medical practice. While software products such as the Site and Services can facilitate and improve the quality of service that Provider can offer patients, many factors, including but not limited to the provider/patient relationship can affect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. Provider shall be solely responsible for its use of the Site and Services, and the provision of medical services to Provider’s patients. In this regard, Provider releases Meru Health and waives any and all potential claims against Meru Health as a result of Provider’s use of the Site and Services, and the provision of services to Provider’s patients.

As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to defend, indemnify, and hold Meru Health harmless from any claim by or on behalf of any patient of Provider, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against Meru Health, regardless of the cause if such claim arises for any reason whatsoever, out of Provider’s use or operation of the Site and Services. To the extent applicable, Provider will obtain Meru Health’s prior written consent to any settlement or judgment in which Provider agrees to any finding of fault of Meru Health or defect in the Site or Services. Meru Health will promptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with the information reasonably required for the defense of the same, and grant to Provider exclusive control over its defense and settlement.

If you submit, upload, transmit, or post any consents, notices, advice, recommendations, comments, files, videos, images, or other materials to us or our Site (“Provider Content”) or provide any Provider Content to patients or other consumers, you agree not to provide any Provider Content that (a) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. Provider is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, patients and other consumers. You agree not to contact other users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to Meru Health that you have the legal right and authorization to upload all Provider Content at the Site. Meru Health shall have a royalty-free, irrevocable, transferable right and license to use the Provider Content however Meru Health desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such Provider Content and/or incorporate such Provider Content into any form, medium, or technology throughout the world. Meru Health is and shall be under no obligation: (i) to maintain any Provider Content in confidence; (ii) to pay to you any compensation for any Provider Content; or (iii) to respond to any Provider Content.

Meru Health does not regularly review Provider Content, but does reserve the right (but not the obligation) to monitor and edit or remove any Provider Content submitted to the Site. You grant Meru Health the right to use the name that you submit in connection with any Provider Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Provider Content. You are and shall remain solely responsible for the content of any Provider Content you post to the Site or provide to patients or other consumers. Meru Health and its affiliates take no responsibility and assume no liability for any Provider Content submitted by you or any third party.

23. Dispute Resolution; Arbitration Agreement

We will try work in good faith to resolve any issue you have with Site, including Services ordered or purchased through the Site, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction.

You and Meru Health agree that any dispute, claim or controversy arising out of or relating in any way to these Terms of Use or your use of the Site, including Services ordered or purchased through the Site, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Meru Health are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Use and any other contractual relationship between you and Meru Health.

If you desire to assert a claim against Meru Health, and you therefore elect to seek arbitration, you must first send to Meru Health, by certified mail, a written notice of your claim (“Notice”). The Notice to Meru Health should be addressed to: Attn: Legal at Meru Health, Inc., 2261 Market Street #4717, San Francisco, CA 94114 (“Notice Address”). If Meru Health desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Meru Health, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Meru Health and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Meru Health may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Meru Health or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration Association at www.adr.org. If you are required to pay a filing fee, after Meru Health receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US \$10,000.

The arbitration will be governed by the laws of the state of California, the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms of Use, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms of Use. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms of Use, including this arbitration agreement. Unless Meru Health and you agree otherwise, any arbitration hearings will take place in Paolo Alto, CA (if you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Meru Health’s last written settlement offer made before an arbitrator was selected (or if Meru Health did not make a settlement offer before an arbitrator was selected), then Meru Health will pay you the amount of the award or US \$1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

YOU AND MERU HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Meru Health agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this Agreement to Arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Paolo Alto, CA.

24. Force Majeure

We will not be deemed to be in breach of these terms or liable for any breach of these Terms of Use 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.

25. Indemnification

You agree to defend, indemnify, and hold harmless Meru Health, the Providers, and any affiliates from and against any and all rights, demands, losses, liabilities, damages, claims, causes of action, actions, and suits (no matter whether at law or equity), fees, costs, and attorney’s fees of any kind whatsoever arising directly or indirectly out of or in connection with: (i) your use and / or misuse of the Site, Services or any User Information posted on the Site; (ii) your breach of the Terms of Use or Privacy Policy; (iii) the content or subject matter of any information you provide to Meru Health or any Provider or customer service agent; and/or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Site, Services, or any information on the Site, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.

26. Application Support; Functionality

All questions and requests relating to Site support must be directed to Meru Health. To submit a support request, please email us at support@meruhealth.com or call us at (833) 940-1385. The Select Third Parties, as defined in Section 28, are not responsible for providing support for the application portions of the Site and may not be contacted for support. Meru Health will use commercially reasonable efforts to respond to questions and provide support. Please note that we may change or remove functionality and other features of the Site at any time, without notice.

27. Modified Devices and Operating Systems

Meru Health will have no liability for errors, unreliable operation, or other issues resulting from use of the Site on or in connection with rooted or jail broken devices or use on any mobile device that is not in conformance with the manufacturer’s original specifications, including, but not limited to, use of modified versions of the operating system (collectively, “Modified Devices”). Use of the Site on Modified Devices will be at your sole and exclusive risk and liability.

28. Revisions; General

In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be eliminated to the minimum extent necessary or limited so that these Terms of Use shall otherwise remain in full force and effect. These Terms of Use constitute the entire agreement between Meru Health and you pertaining to the subject matter hereof. In its sole discretion, Meru Health may from time-to-time revise these Terms of Use by updating this posting. You should, therefore, periodically visit this page to review the current Terms of Use, so you are aware of any such revisions to which you are bound. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within this Site.

29. Copyright / Trademark Information.

Copyright 2024 Meru Health, Inc. All rights reserved. The Meru Health name, and all trademarks, logos, and service marks (“Marks”) displayed on the Site 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.

How to Contact Us:

If you have any questions, feedback or to report a violation regarding these Terms of Service, you may email us at support@meruhealth.com or contact us by mail addressed to:

Meru Health, Inc. | 2261 Market Street #4717, San Francisco, CA 94114 | Telephone: (833) 940-1385