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Terms and Conditions

Healthy.io Ltd (together with its affiliates, “Healthy.io”) is a medical technology company that leverages smartphone cameras and cloud services to help individuals and healthcare professionals improve ongoing care. These terms and conditions (“Terms”) govern your use of our minuteful - kidney test™ digital urinalysis service that we provide (as used herein, the “Service”). These Terms do not apply to other Healthy.io websites or services.

Healthy.io requires that all users of the Service adhere to these Terms, including with respect to any electronic content, functionality, features and applications in our Service (collectively, “Materials”). By using the Service, you indicate your agreement and acceptance of our “Terms” and represent that you are of legal age to form a binding contract with us and meet all of the requirements herein. Your right to access or use the Service can be terminated if you violate these Terms or as otherwise provided in these Terms. We reserve the right to revise these Terms, and any rights not expressly granted herein are reserved. Please check back periodically to review any changes to our Terms. Please see Sections 9-11 below regarding your legal rights in any dispute involving our Service.

NOTE TO USERS WHO WERE OFFERED THE SERVICE AS MEMBERS OF A HEALTH PLAN: THE SERVICE IS PROVIDED TO YOU AS PART OF A CONTRACTUAL RELATIONSHIP BETWEEN HEALTHY.IO AND YOUR HEALTH PLAN. THE TERMS OF OUR CONTRACTUAL RELATIONSHIP WILL GOVERN THE SERVICE AND SUPERSEDE THESE TERMS IN THE EVENT OF ANY CONFLICT. NOTE TO USERS OF THE NATIONAL KIDNEY FOUNDATION (“NKF”) SERVICE: THE SERVICE IS PROVIDED TO YOU AS PART OF A COLLABORATION BETWEEN HEALTHY.IO AND THE NKF. THE TERMS OF OUR CONTRACTUAL RELATIONSHIP WILL GOVERN THE SERVICE AND SUPERSEDE THESE TERMS IN THE EVENT OF ANY CONFLICT. DISCLAIMER: WHETHER YOU ARE A HEALTH PLAN MEMBER OR AN NKF USER, THE SERVICE IS PROVIDED TO YOU AS PART OF A CLINICAL TRIAL AND A RESEARCH, AND THE TERMS APPLICABLE TO THE RESEARCH WILL GOVERN THE SERVICE AND SUPERSEDE THESE TERMS IN THE EVENT OF ANY CONFLICT. THE SERVICE DOES NOT, IN ANY WAY, CONSTITUTE MEDICAL ADVICE OR A SUBSTITUTE FOR SEEKING PROFESSIONAL ADVICE. DO NOT USE THIS APP FOR SELF-DIAGNOSIS OR SELF-MEDICATION. WE EMPHASIZE THAT HEALTHY.IO IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE OR DIAGNOSIS THROUGH THE SERVICE. ALWAYS SEEK YOUR PRIMARY CARE PROVIDER’S ADVICE FOR ANY MEDICAL QUESTIONS YOU MAY HAVE. THE minuteful - kidney test KIT AND APP IS A CLASS II IN-VITRO DIAGNOSTIC DEVICE AND IS SUBJECT TO FDA 510K CLEARANCE WHICH IS YET TO BE OBTAINED. THE SERVICE IS INTENDED FOR USE FOR INVESTIGATIONAL PURPOSES ONLY AND SHOULD NOT BE USED FOR TREATMENT PURPOSES. BY ACCESSING OR USING THE PRODUCT OR THE SERVICE, YOU SIGNIFY YOUR CONSENT TO BE BOUND BY THESE TERMS AND WARRANT AND REPRESENT THAT (i) YOU ARE OF AT LEAST 18 YEARS OF AGE (ii) YOU ARE BASED IN THE UNITED STATES AND (iii) YOU HAVE THE CAPACITY TO FORM A BINDING CONTRACT.

The Service

The Service is being offered to you as part of a clinical trial and a research to examine our minuteful - kidney test product - a home-based urine test that evaluates your kidney health. The Service is offered includes a product, comprising of a kit (the “Kit”) and a designated app (“App”). The purpose of the Service is to provide you with everything you need in order to complete the test successfully using the product.

As part of the Service, we will have the Kit shipped over to you with some educational material about the Service. We will ask you to download the App and our call center team will reach out to you from time to time to make sure you complete the test. In addition, you may receive text messages, calls, and emails from us with additional information. Such messages are unencrypted and may be automated - they will serve us to remind you to complete the test, and for other purposes, our operations, utilization, and care or case management.

Health plan members may also be asked to confirm their Primary Care Physician (PCP) details in order to share the test results with such PCP. Where you provide us with such information, you warrant that this information is true and correct and agree that we share such results with the PCP on your behalf.

At any time, if you wish that we cease from contacting you, you can follow the “unsubscribe” option or send us an email to [email protected].

Your Responsibilities

You are responsible for any activity that occurs through your user profile. All information you provide at all other times, including your contact information and the identity of your healthcare provider (where applicable) must be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. You agree that we are not responsible or liable for the conduct of any user.

User Conduct and Restrictions

You agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Service to human readable form or create derivative works based upon the Service or any part thereof; (b) disable any licensing or control features of the Service; (c) introduce into the Service any virus or other code or routine intended to disrupt or damage the Service, or alter, damage or delete any Materials , or retrieve or record information about the Service or its users; (d) merge the Service or the Materials with another program or create derivative works based on the Service or the Materials; (e) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Service or the Materials; (f) sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the Materials or access to the Service to others; (g) use, or allow the use of, the Service or the Materials in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (h) otherwise act in a fraudulent, illegal, malicious or negligent manner when using the Service.

Except as expressly provided herein, we and our third-party licensors reserve all rights with respect to the Service, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations. You may not access or use the Service by means of any automated program, expert system, electronic agent or “bot,” and shall not give any other person or entity unauthorized access to the Service. You are prohibited from “scraping,” copying, republishing, licensing, or selling the data or information on the Service if you do so for commercial purposes.

User Content

You hereby grant us a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use and display the information and Materials that you provide to us through the Service as reasonably necessary to provide the Service to you and your Provider, subject to our Privacy Policy. You agree that we are free to use any feedback, ideas or suggestions (“Feedback”) that you provide to us with respect to the Service for any purposes whatsoever without any restriction, including developing and marketing new products, services and features without any liability or payment of any kind to you. You waive all intellectual property rights in any such Feedback.

Privacy

Personal information collected by us in connection with the Service will be maintained in accordance with our posted Privacy Policy, unless and to the extent the Service is provided under a separate agreement as referenced above.

Reporting Infringement And Other Violations

We respect the intellectual property rights of others, and we prohibit users of our Service from (i) submitting, uploading, posting or otherwise transmitting any materials that violate another person’s intellectual property rights, or (ii) engaging in any activities that violate these Terms. Please report any such issues to us via the contact information provided at the end of these Terms.

Our Intellectual Property Rights

We grant you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Service for lawful purposes in accordance with our Terms and Privacy Policy, and the governing terms of any business relationship to which the Service is subject. The Service contain Materials owned by (or licensed to) us, including name, logo, text, images, audio/visual works, icons and scripts and other materials provided on or through the Service. Except as provided herein or with our express prior written permission, none of the information and Materials provided by the Service may be copied, displayed, distributed, downloaded, licensed, modified, published, re-posted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes. Trademarks and service marks that may be referred to in the Service are the property of Healthy.io or their respective owners. Nothing in the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark without our written permission.

Third-Party links

The Service may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our app, we encourage you to read the privacy policy of every website you visit.

Telephone Consumer Protection Act (“TCPA”)

A Note to users who were offered the Service as members of a health plan: By accepting the Terms, you authorize us to deliver or cause to be delivered phone calls or text messages to you, using an automatic telephone dialing system or an artificial or prerecorded voice, for any and all purposes, including related to the research. You understand that you are not required to provide your mobile phone number as a condition to purchase any property, goods or services, other than the Service set forth herein. Some carriers may charge fees for incoming text messages which are beyond our control.

A note to users of the NKF service: By providing your mobile phone number and asking to receive a free kit from us, you expressly authorize us to deliver or cause to be delivered phone calls or text messages to you at the number you provided, using an automatic telephone dialing system or an artificial or prerecorded voice, for any and all purposes, including related to the research. You understand that you are not required to provide your mobile phone number and request to receive a free kit as a condition to purchase any property, goods or services, other than the Service set forth herein. Some carriers may charge fees for incoming text messages which are beyond our control.

Disclaimer of Warranties; Limitation of Liability YOUR USE OF THE SERVICE AND MATERIALS IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND MATERIALS ARE PROVIDED “AS IS” WITHOUT A REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THROUGH USE OR DOWNLOADING MATERIAL FROM THE SERVICE. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT OR INDIRECT, ACTUAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, AND IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

We may update our Service and Materials from time to time. Although it is our intention for the Service to be available as much as possible, there may be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We may remove any content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by us , including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order or similar legal process.

If you are a consumer, the provisions in these Terms are intended to be only as broad and inclusive as is permitted by the laws of your state of residence. We reserve all rights, defenses and permissible limitations under the law of your state of residence. For New Jersey Residents: Notwithstanding any term herein, these Terms do not limit your rights or our obligations under any applicable statute or law, including types and amounts of recovery; nor do they excuse us from any duty to avoid causing harm by means of gross negligence, recklessness, or intentional misconduct; nor do they disclaim our duty of care to our invitees; nor do they require you to defend and indemnify us in the event that any loss is caused by our negligence.

Indemnification

You agree to indemnify us and hold us harmless from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys’ fees, resulting, whether directly or indirectly, from your violation of these Terms. You also agree to indemnify us and hold us harmless from and against any and all claims brought by third parties arising out of your use of the Service and the content you submit to the Service by any means, including without limitation through a posting, a link, reference to other content, or otherwise. Governing Law; Arbitration and Class Action Waiver

THE LAWS OF THE STATE OF NEW YORK WILL GOVERN THESE TERMS AND ANY DISPUTE RELATING TO THE SERVICE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS. EXCLUDING DISPUTES ADDRESSED THROUGH ARBITRATION AS PROVIDED BELOW, YOU AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF NEW YORK IN RELATION TO ANY CLAIM, DISPUTE OR DIFFERENCE ARISING FROM THESE TERMS, AND YOU AGREE TO WAIVE ANY RIGHT OF REMOVAL OR TRANSFER WHETHER DUE TO FORUM NON CONVENIENS OR OTHER REASON.

Excluding claims for injunctive or other equitable relief, for claims related to the Service, any dispute or controversy arising out of or relating to these Terms, including without limitation, any and all disputes, claims (whether in tort, contract, statutory or otherwise) or disagreements concerning the existence, breach, interpretation, application or termination of the Terms, shall be resolved by final and binding arbitration in accordance with the JAMS Inc. Comprehensive Arbitration Rules & Procedures then in effect. There shall be no right or authority for any claims to be arbitrated on a class action basis. The arbitration shall take place in New York, New York or at the option of the party seeking relief, online, by telephone, online, or via written submissions alone, and be administered by JAMS. The decision of the arbitrator will be final and binding on the parties. Judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section shall prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AGREE THAT EACH PARTY TO A DISPUTE HEREUNDER 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 ACTION. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

We make no representation that the Service is appropriate or available for use in all jurisdictions. Access to any of the Service from jurisdictions where such access is illegal is strictly prohibited. If you choose to access the Service from such jurisdictions, you do so at your own risk. You are always responsible for your compliance with applicable laws.

Termination of Services

We may, in our sole discretion and at any time, change or discontinue providing any part of the Service.

Entire Agreement; Severability

Except to the extent you are using the Service on behalf of an organization that has entered into a contractual relationship with us for these Service and the terms of that contractual relationship conflict with or otherwise supersede these Terms, you agree that (i) you have read and understood and agree to be bound by these Terms, (ii) these Terms, together with our posted Privacy Policy which is incorporated herein by reference, constitute the complete and exclusive statement of the agreement between you and Healthy.io, and supersedes all other proposals or prior agreements oral or written, and any other communications relating to the subject matter of these Terms.

If any provision of these Terms is found unenforceable, it shall not affect the validity of the remainder of these Terms, which shall remain valid and enforceable according to its terms, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Healthy.io as a result of these Terms or your use of the Service. Contact Information

If you have any questions, concerns or comments about these Terms or our Service, please contact us at [email protected].

These Terms were last updated January 5, 2021.

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