Employer Terms of Use

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF USE. THESE TERMS OF USE CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND VIDERA HEALTH, INC. ("VIDERA"). BY ACCESSING OR USING THE APP (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU SHOULD NOT ACCESS OR USE THE APP.

Any information that Videra Health, Inc. collects through your use of the App is subject to the Videra Health, Inc. Privacy Policy.

By using the App, you agree that:

• You are at least eighteen (18) years old or are using the App with parental or guardian consent
• These Terms of Use constitute a legal and binding agreement between you and Videra
• These Terms of Use shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of law principles
• You have received a copy of these Terms of Use and have been provided an opportunity to review them

If You do not agree with any provision of these Terms of Use, you must discontinue your use of the App immediately. Your continued use of the App following notice of changes to these Terms of Use constitutes your acceptance of the updated terms.

YOU AND VIDERA EACH AGREE THAT ANY AND ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE APP, AND/OR YOUR USE OF THE APP SHALL BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR, NOT BY COURT ACTION OR ANY OTHER MEANS. YOU AND VIDERA MUTUALLY WAIVE YOUR AND VIDERA'S RIGHTS TO A JURY TRIAL AND TO PURSUE DISPUTES IN COURT. YOU FURTHER AGREE THAT EACH PARTY SHALL PURSUE ITS CLAIMS AND REMEDIES SEPARATELY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR CONSOLIDATED PROCEEDING. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT BY SENDING A WRITTEN NOTICE TO VIDERA AT support@viderahealth.com WITHIN THIRTY (30) DAYS FROM THE DATE OF YOUR FIRST ACCEPTANCE OF THESE TERMS OF USE. YOUR NOTICE MUST INCLUDE YOUR NAME, EMAIL ADDRESS, AND A CLEAR STATEMENT THAT YOU WANT TO OPT OUT OF THIS ARBITRATION AGREEMENT.

Section 1: What is the App?

The App is a digital platform developed and operated by Videra Health, Inc. that enables employees to track and monitor their health, treatments, and symptoms, and allows employers to track aggregate health data and program usage among their enrolled employee population. The App includes features powered by artificial intelligence and machine learning, including a chatbot functionality designed to provide information and support. The App is not intended to provide continuous monitoring of users and does not serve as a replacement for professional medical advice or emergency services.

Section 2: What does Videra NOT provide?

We do NOT provide medical advice

THE APP AND ALL INFORMATION PROVIDED THROUGH THE APP, INCLUDING CHATBOT RESPONSES AND HEALTH ASSESSMENTS, ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE MEDICAL ADVICE, MEDICAL DIAGNOSIS, OR TREATMENT RECOMMENDATIONS. THE APP SHOULD NOT BE USED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT FROM A QUALIFIED HEALTHCARE PROVIDER. ALWAYS CONSULT WITH A QUALIFIED HEALTHCARE PROVIDER BEFORE MAKING ANY DECISIONS ABOUT YOUR HEALTH OR TREATMENT. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, PLEASE CALL EMERGENCY SERVICES OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY.

We are NOT an insurance billing company

Videra is not an insurance company and does not process insurance claims or serve as a billing intermediary. We do not submit claims on your behalf or determine insurance coverage. You are responsible for submitting claims to your insurance provider and verifying your coverage with your employer or insurance provider.

Section 3: Who is eligible to use the App?

The App is intended for use by employees of companies enrolled with Videra. Your employer must enroll you in the App, and you must have an active employee status with an enrolled employer to maintain access. Minors under eighteen (18) years of age may use the App only with the express written consent and participation of a parent or legal guardian.

By using the App, you represent and warrant that:

• You are at least eighteen (18) years old, or if a minor, you have obtained parental or guardian consent
• You are an employee of an employer enrolled with Videra
• You have the authority to accept these Terms of Use on your own behalf, or on behalf of your minor child or ward
• You will use the App in compliance with all applicable laws and these Terms of Use
• You have not been previously suspended or terminated from the App

NOTE: THESE TERMS OF USE ARE VOID WHERE PROHIBITED BY LAW. IF ANY PROVISION OF THESE TERMS OF USE IS FOUND TO BE UNENFORCEABLE, THAT PROVISION SHALL BE SEVERED AND THE REMAINDER SHALL CONTINUE IN FULL FORCE AND EFFECT.

Section 4: How will Videra tell me if they change the Terms

Videra reserves the right to modify these Terms of Use at any time without prior notice. Any changes will be effective immediately upon posting to the App or our website. We may also notify you of changes via email to the email address associated with your account. Your continued access to and use of the App following the posting of revised Terms of Use constitutes your acceptance of the changes. It is your responsibility to review these Terms of Use periodically to remain aware of any revisions.

Section 5: Who owns the App?

Videra Health, Inc. owns and operates the App and all content, features, and functionality contained therein. You acknowledge that the App and all associated intellectual property rights are the exclusive property of Videra. Subject to your compliance with these Terms of Use, Videra grants you a non-exclusive, non-transferable, revocable license to access and use the App solely for your personal, non-commercial purposes and only during the period that you remain an employee of an enrolled employer.

App Store & Google Play

By accessing the App through Apple's App Store or Google Play, you acknowledge and agree that:

• The terms and conditions of Apple's App Store or Google Play's terms of service apply to your use of the App on those platforms
• Apple Inc. or Google LLC (as applicable) may enforce their respective terms of service, which may restrict your access to the App if you violate their terms
• Videra is not responsible for App Store or Google Play policies, terms, or enforcement actions
• You are solely responsible for maintaining compliance with Apple's or Google's terms of service
• Videra's obligations are limited to providing the App functionality, and Apple and Google are not responsible for the App's content or performance

Section 6: What I am not allowed to do with the App?

You agree not to:

• Use the App for any illegal purpose or in violation of any applicable laws or regulations
• Reverse engineer, decompile, disassemble, or otherwise attempt to access the source code of the App
• Remove, obscure, or alter any proprietary notices, labels, or marks on the App
• Use the App to transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to the App, its servers, or any systems connected to the App
• Interfere with or disrupt the normal operation of the App or its servers
• Use the App for competitive analysis, benchmarking, or to develop competing products or services
• Reproduce, duplicate, copy, sell, trade, or resell the App or any portion thereof
• Use the App in any manner that could damage, disable, overburden, or impair Videra's servers or systems
• Scrape, crawl, or otherwise collect data from the App without authorization
• Harass, threaten, defame, or abuse other users of the App
• Impersonate or misrepresent your identity or authority to use the App

Section 7: Who protects my login information?

You are responsible for maintaining the confidentiality of your login credentials, including your username and password. You are liable for all activities that occur under your account, whether authorized by you or not. You agree to notify Videra immediately of any unauthorized use of your account or credentials. Videra will provide you with session codes and authentication tokens that verify your identity; you are responsible for protecting the confidentiality of these codes and tokens.

VIDERA SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM UNAUTHORIZED ACCESS TO YOUR ACCOUNT, UNLESS SUCH UNAUTHORIZED ACCESS RESULTS DIRECTLY FROM VIDERA'S NEGLIGENCE OR WILLFUL MISCONDUCT. YOU ASSUME ALL RESPONSIBILITY AND RISK ASSOCIATED WITH THE SECURITY OF YOUR LOGIN INFORMATION AND ACCOUNT.

Section 8: How does Videra protect my privacy?

Your privacy is important to us. Please refer to our Privacy Policy for detailed information about how we collect, use, and protect your personal data. By using the App, you agree to the collection and use of your personal data as described in the Privacy Policy.

Data Sharing with Your Employer: Your employer may have access to aggregate health data and program usage information about you through the App. Your individual health data will not be shared with your employer without your consent, except as required by law or as specifically permitted by this Agreement. Your employer may use aggregate data to evaluate program effectiveness and manage its employee wellness program.

EU/GDPR: If you are located in the European Union or subject to the General Data Protection Regulation (GDPR), additional data protection rights apply to you as described in our Privacy Policy.

PATIENTS: If you are a patient using the App through a healthcare provider, your health data will be shared with your healthcare provider to facilitate your treatment and care. You are bound by any separate privacy agreements you have with your healthcare provider.

Section 9: Computer Equipment and Internet Access

You are responsible for obtaining and maintaining all necessary computer equipment, internet access, and software required to access and use the App. You are responsible for ensuring that your internet connection is secure and reliable. You assume all risk associated with your use of the App and the internet, including the risk of data loss, security breaches, or service interruption due to your equipment or connection.

VIDERA IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, DATA LOSS, OR SERVICE INTERRUPTION RESULTING FROM YOUR COMPUTER EQUIPMENT, INTERNET CONNECTION, OR FAILURE TO MAINTAIN ADEQUATE SYSTEMS. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF THE APP AND THE INTERNET.

Section 10: How do I opt-out of receiving emails from Videra?

Videra may send you periodic emails and communications about the App, your account, new features, updates, and other information we think may be of interest. You may opt out of promotional emails by following the unsubscribe instructions in any promotional message or by contacting support@viderahealth.com. Please note that you cannot opt out of service-related communications that are necessary to maintain your account and use of the App, such as notifications about account activity, security alerts, or changes to these Terms of Use.

Section 11: Third Parties and Third-Party Sites

The App may contain links to third-party websites, applications, and services that are not operated by Videra. These third parties have their own terms of service, privacy policies, and other agreements that govern your use of their sites and services. Videra is not responsible for the content, accuracy, security, or practices of third-party websites and services. Your use of third-party sites and services is entirely at your own risk and is governed by the terms and conditions of those third parties.

VIDERA SHALL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM YOUR USE OF THIRD-PARTY WEBSITES, SERVICES, OR CONTENT, INCLUDING ANY LOSS OF DATA, SECURITY BREACHES, OR UNAUTHORIZED ACCESS. THIRD PARTIES' TERMS OF SERVICE AND PRIVACY POLICIES APPLY TO YOUR INTERACTIONS WITH THOSE THIRD PARTIES, AND VIDERA DISCLAIMS ALL LIABILITY FOR THIRD-PARTY CONDUCT.

Section 12: Your Representations and Warranties

You represent and warrant that you will use the App in accordance with these Terms of Use, all applicable laws and regulations, and all company policies and procedures. You further represent and warrant that:

• You have the legal authority to accept these Terms of Use
• All information you provide to Videra is accurate, complete, and current
• You will not use the App for any illegal or unauthorized purpose
• You will comply with all applicable laws and regulations in your use of the App

YOU AUTHORIZE VIDERA TO SHARE YOUR PERSONAL DATA, HEALTH DATA, AND ACCOUNT INFORMATION WITH YOUR EMPLOYER AS DESCRIBED IN THE PRIVACY POLICY AND THESE TERMS OF USE.

Section 13: Warranty Disclaimers & Limitation of Liability

NO WARRANTIES

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. VIDERA DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. VIDERA DOES NOT WARRANT THAT THE APP WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL CODE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIDERA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE APP.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIDERA'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, OR LOSSES ARISING FROM OR RELATED TO THESE TERMS OF USE, THE APP, OR YOUR USE OF THE APP SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT YOU PAID VIDERA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER. ADDITIONALLY, NO CLAIM ARISING FROM OR RELATED TO THE APP MAY BE BROUGHT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION ARISES.

Section 14: Indemnification

You agree to indemnify, defend, and hold harmless Videra, its officers, directors, employees, agents, and successors from and against any and all claims, actions, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to (a) your use of the App, (b) your violation of these Terms of Use, (c) your violation of any applicable law or regulation, or (d) your infringement of any third-party intellectual property rights. Videra reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

Section 15: How do I provide feedback and who owns it?

We welcome your feedback, comments, and suggestions about the App. If you provide feedback, comments, or suggestions to Videra, you grant Videra a worldwide, royalty-free, perpetual, irrevocable license to use, modify, reproduce, and distribute that feedback without attribution and without compensation to you. This grant includes the right to use your feedback to improve the App and develop new products and services.

Section 16: How and when my account can be terminated?

Videra may suspend or terminate your account and access to the App immediately if you breach any material provision of these Terms of Use or the Privacy Policy. Termination may occur without prior notice if you violate these Terms of Use or engage in conduct that Videra deems harmful, fraudulent, or otherwise objectionable. Upon termination, your right to use the App ceases immediately, and all data associated with your account may be deleted. If you believe your account has been terminated in error, please contact support@viderahealth.com to request a review.

Section 17: Arbitration Agreement

Any dispute arising from or related to these Terms of Use, the App, or your use of the App shall be resolved through the following tiered dispute resolution process:

Step 1 - Informal Negotiation (15 days): If a dispute arises, you and Videra will first attempt to resolve it through informal negotiation. Either party may initiate this process by sending a written notice describing the dispute to the other party. Both parties will make a good faith effort to resolve the dispute within fifteen (15) days. If the dispute is not resolved during this period, either party may proceed to Step 2.

Step 2 - Mediation: If the dispute cannot be resolved through informal negotiation, either party may request mediation through the American Health Lawyers Association (AHLA) or another mutually agreed-upon mediator. Both parties will share the cost of mediation equally. The mediator will help facilitate discussion and negotiation. If mediation does not resolve the dispute within thirty (30) days of the mediation request, either party may proceed to Step 3.

Step 3 - Binding Arbitration: If the dispute is not resolved through negotiation or mediation, the dispute shall be resolved by binding arbitration before three (3) neutral arbitrators in accordance with the American Arbitration Association (AAA) rules. The arbitration shall be conducted in English and shall be held in Salt Lake City, Utah, unless both parties agree otherwise. Each party shall bear its own costs, and the parties shall share the arbitrators' fees and costs equally. The arbitrators' decision shall be final and binding and may be enforced in any court of competent jurisdiction.

Class Action Waiver: By accepting these Terms of Use, you agree that any arbitration shall be conducted on an individual basis only and not as a class action or consolidated proceeding. You waive any right to participate in any class action or consolidated arbitration. Each party's claims shall be brought and resolved separately.

Opt-Out Right: You have the right to opt out of this Arbitration Agreement by sending a written notice to Videra at support@viderahealth.com within thirty (30) days from the date of your first acceptance of these Terms of Use. Your notice must include your name, email address, and a clear statement that you wish to opt out of this Arbitration Agreement. If you timely opt out, the Arbitration Agreement shall not apply to you, and any disputes shall be resolved in court as otherwise permitted by applicable law.

Section 18: General Contract Terms

GOVERNING LAW

These Terms of Use and your use of the App shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflicts of law principles. You agree that any legal action or proceeding related to these Terms of Use shall be brought exclusively in Salt Lake City, Utah, subject to the Arbitration Agreement set forth in Section 17.

ASSIGNMENT

These Terms of Use are personal to you and may not be assigned, transferred, or delegated to any other person or entity without Videra's prior written consent. Any attempted assignment without consent shall be void. Videra may assign its rights and obligations under these Terms of Use to any successor entity.

NOTICES

Any notices or communications required by these Terms of Use shall be sent to you via email to the email address associated with your account, or by posting the notice in the App. Notices sent by Videra shall be effective upon sending. Notices to Videra should be sent via email to support@viderahealth.com.

GENERAL

If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be severed, and the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision shall not be deemed a waiver of that right or provision. These Terms of Use constitute the entire agreement between you and Videra regarding the App and supersede all prior negotiations, understandings, and agreements, whether written or oral.

Contacting Videra