Account Activity Responsibility.

‍a. Provider Accounts. In order to use certain aspects of the Services, you will have to create an account (a “Provider Account”). You agree to provide accurate, current, and complete information when creating and using your Provider Account, and further agree to maintain and update your personal information as needed to keep itaccurate, current, and complete. If you create a Provider Account, it is for your individual use only; you may not share your Provider Account information with anyone. Only individuals listed in the corresponding Provider Agreement may create individual Provider Accounts to access the Services. You are solely responsible for maintaining the confidentiality of your Provider Account and password and for restricting access to your computer or other devices used to access your Provider Account and the Services, and you assume sole responsibility for all activities that occur under your Provider Account or password, as well as for being responsible for the acts and omissions of any person who uses or accesses the Services using your credentials as a result of your failure to maintain such confidentiality or restrict access to your computer. If you have reason to believe that your Provider Account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID or password), you agree to immediately notify us. You may be liable for the losses incurred by Company or others due to any unauthorized use of your Provider Account.

b. System Access. To the extent permitted by applicable law, you may choose to allow Company to automatically retrieve data from your (or your company’s) system(s) or third-party systems or services on your behalf. If you choose to allow Company to do so by granting such access in your Provider Account, you hereby represent and warrant that you have the consent, permission, authority, and rights to allow Company to so automatically access such system(s) and services and you hereby grant Company permission to access such system(s) and services and retrieve Provider Data therefrom. Company disclaims any and all liability associated with accessing and retrieving Provider Data from such system(s) and services on your behalf. If at any time you do not have the right and authority to allow Company automatic access to such system(s), then you hereby agree to immediately disable such functionality within your Provider Account.

c. Connection Requirements. You are responsible for providing and maintaining, at your own risk, option and expense, any equipment, hardware, software, Internet connections, communication lines, and mobile and data services needed for access to and use of the Services as well as paying related charges such as data usage, message fees and other charges from your wireless or Internet provider. Normal carrier charges and taxes may apply and Company is not responsible for any surcharges you incur from your cell phone or Internet service provider as a result of the use of the Services.

Restrictions. When using the Services you agree not to, and represent and warrant that you will not, and will not attempt to:

a. Create, upload, store or transmit via the Services pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content, or any content that constitutes or encourages conduct that would be considered a fraud, a criminal offense or is otherwise likely to give rise to civil liability, provided, however, that any clinical notes made by Provider in the Services which in Provider’s reasonabledetermination are required for accurate record keeping with respect to the provision of clinical care through the Services shall not constitute a violation of this provision;

b. Engage in any illegal or inappropriate activities, including but not limited to hate speech, harassment, and/or threats, based on gender identity, sexual orientation, race/ethnicity, any other protected class or characteristic, with respect to any interactions with any Users, Modern Health personnel, or other Providers.

c. Create, upload, store or transmit via the Services content that violates intellectual property, privacy, publicity or other personal rights of individuals or any export control laws;

d. Use the Services for any purpose that is unlawful or is otherwise prohibited by these Provider Terms or the standard documentation for the Services, as generally provided or made available by Company, including, but not limited to, via www.modernhealth.com (the “Documentation”);
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e. Use the Services in any manner that in our sole discretion we determine could damage, disable, overburden, or impair the Services;

f. Attempt to gain unauthorized access to the Services, or any part of them, other Provider Accounts or User accounts, or computer systems or networks connected to the Services, or any part of them, through hacking, password mining or any other means, or interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;

g. Modify the Services in any manner or form, or use modified versions of the Services, including but not limited to for the purpose of obtaining unauthorized access to the Services;

h. Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission, or remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services or features that enforce limitations on use of the Services;
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i. Impersonate another person or access another Provider’s Provider Account or any User’s account, provide false information or engage in other similar activity that could result in inappropriate or impermissible access to the Services, or otherwise violate any contractual or fiduciary relationships;
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j. Share Company-issued Provider Account passwords with any third party or encourage any other Provider or any User to do so;

k. Misrepresent the source, identity, or content of Provider Data or User Data;
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l. Adapt, translate or create derivative works based upon the Services;

m. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
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n. Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Services to any third party; provide time sharing or similar services for any third party; or use the Services for any purpose other than your own use ase expressly permitted by these Provider Terms and Provider Agreement;

o. Access the Services for any competitive purposes;
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p. Alter or remove any copyright, trademark or other protective notices contained in or on any portion of the Services;

q. Gain unauthorized access to the Services, to other Providers’ Provider Accounts or any Users’ accounts, names, personally identifiable information or other information, or otherwise collect or harvest any personally identifiable information, including account names, from the Services;
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r. Collect or disclose personal information obtained from the Services about other Providers or any Users other than permitted by law and necessary to provide care pursuant to the applicable Provider Agreement;
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s. Use the Services in order to transmit, exchange or process Provider Data or User Data in a manner not permitted by these Provider Terms, applicable Provider Agreement, the Documentation or applicable laws, rules or regulations;

t. Permit the Services to be used for or in connection with any outsourcing services, or arrangements, or otherwise used for processing data or other information on behalf of any third party;
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u. Use the Services to provide services to any third party that is not a User or Company’s customer; or

v. Allow, encourage or assist any person to do any of the foregoing.

Data.

‍a. Provider Data and Provider Content. We will request that, in order to register your Provider Account and to access and use the Services, you submit and store certain data and other information related to you, including personal information (collectively, “Provider Data”). Provider Data is subject to our Privacy Notice to the extent Provider Data is also personal information collected by Company. In accessing and using the Services, you may also submit or transmit to, through, or in connection with the Services, or publicly display or display in your Provider Account profile, text, images, photos, audio, video, location data, or other forms of data or communication(excluding Provider Data and Protected Health Information including but not limited to provider patient notes that you may create and store in the Services, “Provider Content”). You represent and warrant that you (or the company for which you are accepting these Provider Terms) own or control all rights to your Provider Content and hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable,
transferable rights to use your Provider Content for any lawful purpose. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of your Provider Content. You irrevocably waive, and cause to be waived, against us and our Users any claims and assertions of moral right or attribution with respect to your Provider Content. We are not and shall not be under any obligation, except as otherwise expressly set forth in these Provider Terms or our other policies, (i) to maintain your Provider Content in confidence; (ii) to pay you any compensation for any Provider Content; (iii) to credit or acknowledge you for your Provider Content; or (iv) to respond to your Provider Content.

b. User Data and User Content. In connection with your use of the Services and provision of Provider Services, you will collect data and you will have access to data submitted, stored, or otherwise provided related to Users, including personal information (“User Data”), and text, images, photos, audio, video, location data, and other forms of data or communication, excluding User Data, that a User submits or transmits to, through, or in connection with the Services that a User publicly displays or that is displayed in a User’s account profile (“User Content”). User Data and User Content is subject to our Privacy Notice to the extent User Data and User Content is also personal information collected by Company (excluding Protected Health Information as defined in Section 14.b which is subject to our HIPAA Notice of Privacy Practices).
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c. Responsibility for Data and Content. You acknowledge that we do not manage or control any Provider Content or User Content that you access, store or distribute through the Services, and you will be solely responsible for your Provider Content and any User Content provided to you or otherwise accessed or collected by you, and the consequences of sharing any of the foregoing hereunder. You hereby represent, warrant, and agree that: (i) you have obtained the Provider Data and Provider Content lawfully, and it does not and will not violate any applicable laws, including data privacy laws, or any person or entity’s proprietary or intellectual property rights; (ii) the Provider Data and Provider Content is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software used by Company or our subcontractors to provide the Services; (iii) if applicable, all Provider Data and User Data has and will be collected by you in accordance with applicable privacy law and Company may share, collect, use, and disclose such Provider Data and User Data as contemplated under these Provider Terms, and if required by applicable law, pursuant to consents obtained by you to do each of the foregoing; (iv) you are responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to Provider Data provided hereunder and User Data provided to or otherwise accessed or collected by you; (v) Company may exercise the rights in Provider Data granted hereunder without liability or cost to any third party; and (vi) the Provider Data and Provider Content complies with these Provider Terms.

Limitation of Liability.

a. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UNDER NO
CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL (I) WE OR OUR AFFILIATES,
CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING,
WITHOUT LIMITATION, LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED
PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE
SERVICES OR ANY INFORMATION OR MATERIALS THEREIN, OR ANY OTHER INTERACTIONS WITH COMPANY, EVEN
IF COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES; OR (II) OUR OR OUR AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’,
LICENSORS’, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING
OUT OF OR RELATING TO THESE PROVIDER TERMS OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING,
WITHOUT LIMITATION, YOUR INTERACTIONS WITH OTHER PROVIDERS OR USERS (WHETHER IN CONTRACT, TORT,
INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100). Applicable law
may not allow the limitations on implied warranties or the limitation or exclusion of liability for incidental or
consequential damages, so the above limitation or exclusion may not apply to you. You may have additional rights
under applicable law. In such event, our liability will be limited to the fullest extent permitted by applicable law.

Governing Law; Arbitration; Class Action/Jury Trial Waiver.
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‍a. Governing Law. These Provider Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Notwithstanding the foregoing, you and we agree that (i) these Provider Terms affect interstate commerce and any arbitration conducted pursuant to these Provider Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16); and (ii) . The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Company agree that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kindrelating to the Services or these Provider Terms that are not subject to mandatory arbitration will be exclusively in the federal or state courts located in San Francisco, California. You agree that San Francisco, California is the proper forum for any appeals of an arbitration award or for trial court proceedings involving claims not subject to mandatory arbitration, as well as for any actions for injunctive or other equitable relief.
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b. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at legal@joinmodernhealth.com and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Provider Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS (a United States-based organization offering alternative dispute resolution services, formerly known as Judicial Arbitration and Mediation Services). The arbitration will be conducted in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting
class actions. The JAMS Rules are available at www.jamsadr.com. The arbitration will be conducted in San Francisco, California, unless the parties agree otherwise. All submissions to the arbitrator, the proceedings, and the award shall be confidential, except as may lawfully be required in judicial proceedings relating to the arbitration or as otherwise required by law. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c. Exceptions to Arbitration. The above arbitration agreement does not preclude you or us from seeking action by federal, state, or local government agencies. Both parties also have the right to bring qualifying claims in small claims court. In addition, both parties retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these User Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement. Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property or other proprietary rights.

d. Jury Trial Waiver. The parties understand and agree that they are giving up their right to have a trial by jury with respect to the Claims. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and other rights that a party would have in court may not be available in arbitration.e. Class Action Waiver. The parties agree that all claims must be brought in the parties’ individual capacities only, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. The parties expressly waive their right to file a class action or seek relief on a class basis. This waiver applies to arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. YOU AGREE THAT, BY ENTERING INTO THESE USER TERMS, BOTH PARTIES ARE EACH WAIVING THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

f. Claims. You agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. There may be jurisdictions in which this contractual limit on the statute of limitations does not apply.
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g. Enforceability. If any provision of this Section 17 is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Provider Terms. This Section will survive the termination of these Provider Terms for the maximum period permitted under applicable law. TO THE EXTENT THIS SECTION CONFLICTS WITH THE ARBITRATION AGREEMENT ATTACHED TO YOUR INDEPENDENT CONTRACTOR AGREEMENT, THE LATTER ARBITRATION AGREEMENT SHALL CONTROL AS TO ANY INCONSISTENT PROVISION.

Miscellaneous.

a. Modification of the Provider Terms. Company reserves the right, at our sole discretion, to change, modify, add, or remove portions of these Provider Terms at any time. You agree to review these Provider Terms periodically for changes. When we make minor changes to the Provider Terms we will update the ‘last modified’ date at the top of this page. When we make changes to the Provider Terms in a material manner, we will update the ‘last modified’ date at the top of this webpage and notify you that material changes have been made to these Provider Terms. If any such revision is unacceptable to you, you must cease to use the Service, and your only remedy is to terminate your Provider Account by providing Company written notice of termination within thirty (30) days of such change. By continuing to use the Services, you agree to any changes to these Provider Terms.

b. Notice. Company may provide you with notices, including those regarding changes to Company’s terms and conditions, by email, regular mail, or postings on the Service. Notice will be deemed given twenty-four hoursafter email is sent, unless Company is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address if you have provided one to us through the Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted by us on the Services is deemed given five (5) days following the initial posting. Company reserves the right to determine the form and means of providing notifications to our Providers, provided that you may opt out of certain means of notification as required by law. Company is not responsible for any automatic filtering that may be in place in relation to email notifications we send to the email address you provide us.
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c. Waiver. Our failure to exercise or enforce any right or provision of these Provider Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Provider Terms will be effective only if in writing and signed by Company.

d. Severability. If any provision of these Provider Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Provider Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

e. Assignment. These Provider Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction.

f. Survival. Upon termination of these Provider Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, Sections 5, 8, and 11 through 18.

g. Choice of Language. These Provider Terms and the documents relating hereto have been drawn up in the English language. The English language text and usage thereof in the United States of America or any other location (if made available in English) shall control the interpretation and construction of these Provider Terms and all other writings between the parties hereto, even if these Provider Terms are translated into any other language. Any notice given under or in connection with these Provider Terms shall be given in the English language. In the event of any conflict between the English language text of these Provider Terms and the text of any translation of these Provider Terms, the English language text of these Provider Terms shall control.
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h. Headings. The heading references herein are for convenience only, do not constitute a part of these Provider Terms, and will not be deemed to limit or affect any of the provisions hereof.
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i. Entire Agreement. These Provider Terms, including the agreements incorporated by reference, constitute the entire agreement between you and Company relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Company as set forth in these Provider Terms.

j. Disclosures. The Services are offered by Modern Life Inc., located at 650 California Street, Floor 7, San Francisco, CA 94108, and can be reached via email at help@modernhealth.com. If you are a California resident in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.