Introduction

PLEASE BE ADVISED THAT THIS CONSTITUTES A LEGALLY BINDING CONTRACT. YOUR CONSENT TO THIS AGREEMENT SIGNIFIES YOUR UNDERSTANDING, ACKNOWLEDGEMENT, AND ACCEPTANCE OF ALL TERMS AND OBLIGATIONS DETAILED HEREIN. YOU MUST BE A MINIMUM OF 18 YEARS OF AGE TO CONSENT TO THIS TERMS OF SERVICE AGREEMENT AND UTILIZE THE ENVOY HEALTH PLATFORM. IF YOU ARE UNDER 18 YEARS OF AGE, YOU ARE PROHIBITED FROM USING THE ENVOY HEALTH PLATFORM.

This Terms of Service Agreement (“Agreement”) is between you, acting as a Healthcare Professional or Patient (as specified below), and Envoy Health, (“Envoy Health,” “Company,” “we,” “us,” “our”). Except where otherwise indicated, the parties may collectively be referred to as “Parties.” In recognition of the promises, covenants, usage of the Envoy Health Platform, and reciprocal agreements stated in this document, the parties hereby consent as follows:

Envoy Health is a software platform that bridges the gap between Patients, Facilities and Healthcare Professionals for the execution of professional service necessities of healthcare facilities. In turn, Envoy Health simplifies medical tourism with a curated list of accredited providers. We offer appointment scheduling, flight booking, and hotel accommodations. Our transparent pricing ensures affordability and accessibility.

We may enable Healthcare Professionals to set and publish their availability for appointments on our platform. Through the Envoy Health Platform, Patients can view this availability, connect with Healthcare Professionals, and schedule appointments, thereby ensuring the efficient fulfilment of healthcare services. Essentially, this constitutes the acceptable use of our Platform. We may provide you with specific information via our app or our Platform. This information may include documentation, data, or information developed by the Company, contributed by Facilities, provided by Healthcare Professionals, and other materials that may aid in your use of our app. In line with this Agreement, the Company grants you a non-exclusive, limited, non-transferable, and revocable license to use only the necessary information in conjunction with the acceptable use of our Platform, as we deem appropriate. This information or documentation should not be used for any other purpose beyond the sole and exclusive use of our Platform, and this license ends upon your discontinuation of the use of our app or upon termination as stated herein. Any granted or assumed license does not grant you any rights, interest, or title to any other Intellectual Property as described herein.

Envoy Health empowers Healthcare Professionals to post their availability for appointments on our Platform. Patients then have the responsibility to choose and book appointments with these Professionals. It's important to note that any appointment listed on our Platform is not the product or under the control of Envoy Health. All information contained in any listed appointment, any error, or other discrepancy regarding a listed appointment is the sole responsibility of the Healthcare Professional, who also assumes any and all liability arising therefrom. Envoy Health and our Platform will allow Patients to view, request, and potentially book any listed appointment.

You must be at least 18 (eighteen) years old to use the Envoy Health Platform. By agreeing to this Agreement, by any use of the Envoy Health Platform, or by creating a profile in the Envoy Health Platform, you represent and warrant that you are at least 18 years old, possess the legal capacity and authority, consent, or agency to enter into this Agreement on your own behalf or on behalf of another entity, if applicable. We assume no responsibility or liability for any misrepresentation of your age or authority, and any such misrepresentation shall constitute a material breach of this Agreement. You further recognize that you waive and are estopped from asserting otherwise in any legal or arbitration proceeding.

You acknowledge that you are entering into this Agreement either by clicking “I agree” at the bottom of this Agreement, by any use of the Envoy Health Platform, by signing or acknowledging this Agreement, or by creating a profile in the Envoy Health Platform as a Patient, Healthcare Professional or a Facility. You expressly acknowledge that you comprehend this Agreement in its entirety and accept all of its terms and obligations. If you do not agree to be bound by the terms and conditions of this Agreement, you shall not use or access Our Platform or any of the services provided through Our Platform. Unless otherwise indicated, each term, condition, or obligation as stated herein shall apply to and be binding upon each User, Healthcare Professional, and Facility. You further acknowledge that your transaction or signature in our records may not be denied legal effect because such acknowledgment or signature is conducted or executed electronically. If a record or signature is required by law, you consent that your electronic record, signature, or acknowledgment satisfies that requirement.

We, Envoy Health, own our software platform along with all of the text, images, software, trademarks, service marks, Confidential Information, Proprietary Information, and other property contained on our websites, digital apps, software, or any other tools, materials, or elements associated with the operation of our Platform in any way whatsoever (“Intellectual Property”). Aside from your use of the Envoy Health Platform and any applicable Terms of Use or other licenses that may have been granted, you have no rights to, and shall not copy, obtain, distribute, or transmit any Intellectual Property, except for your individual use in accordance with this Agreement or our Terms of Use, which are incorporated herein by reference. All copyright, trademark, and other proprietary rights notices included on our Platform as presented on our Platform must appear on all copies you print or create in any way if you have been granted such a license to use. Other product, service, or company designations, logos, trademarks, or similar that may appear on our Platform belong to their respective owners, and any infringement thereof shall be pursued under law. Your use of and access to our Platform does not grant you any license or right to use any of the marks included on our Platform in any way. Any license or use of any Intellectual Property can only be granted by us in writing.
In the event that a party is asked to or required to disclose any Intellectual Property, or any other information concerning Envoy Health by law or regulation, that party shall provide Envoy Health with prompt written notice of such request or requirement. This allows Envoy Health (i) to seek an appropriate protective order or other remedy, (ii) to consult with the parties about taking steps to resist or limit the scope of such request or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. If such protective order or other remedy is not obtained, or Envoy Health waives compliance, in whole or in part, with the terms of this Agreement, the parties shall make commercially reasonable efforts to disclose only that portion of the Intellectual Property legally required to be disclosed and to ensure that all Intellectual Property so disclosed is treated confidentially. All rights, titles, and interest in and to the Intellectual Property will remain the exclusive property of Envoy Health.
Nothing in this Agreement will be interpreted to grant the parties any rights to or license under the Intellectual Property or under any related patent, patent application, trademark, copyright, know-how, or other intellectual property of Envoy Health. If you are asked about information covered by this agreement by someone not authorized to receive such information, you agree to notify the Company within 24 hours of such a request. Please note that we assume no responsibility for reviewing unsolicited or solicited ideas, materials, or submissions for our Platform, including but not limited to, product, platform use, or advertising ideas, and will not be liable for any similarities between those ideas and materials that may appear in future Envoy Health programs or content. Also, remember that you are responsible for whatever material you submit, including its reliability, originality, and copyright. Please do not reveal trade secrets or other confidential information in your messages. Any and all rights to materials, ideas, submissions, submitted to us become the exclusive property of Envoy Health.

Envoy Health utilizes data and information ("Your Data") of the Patient, Healthcare Professional and Listing Facility to deliver services and application usage as approved by these terms and in compliance HIPAA regulations as well as with our Privacy Policy, which is incorporated herein by reference. It is acknowledged and agreed that we may, for the provision of any service and for your use of Our Platform: (i) duplicate Your Data stored on Our Platform or on a third-party service that you allow us access to via an API ("application programming interface") or other means; and (ii) adapt and transfer Your Data back to said third party, all subject to the third party's terms of service overseeing Your Data. We may retain copies of Your Data to meet federal and state law requirements and audits. The responsibility for the accuracy, quality, and legality of Your Data on Our Platform is solely yours. You assure us that any information you provide to us regarding your use of the Envoy Health Platform, background check, or other processes we may require is accurate and complete. You shall safeguard us against any inaccuracies, omissions, or false information or documentation you provide.
Whether you're a Patient, Healthcare Professional or a Listing Facility, to offer you a variety of features and services, you give Envoy Health permission to share the following categories of your personal data ("Your Data") with third parties for business use and in conjunction with your use of the Envoy Health Platform, including but not limited to:

You recognize that our usage of this information is permissible under the Fair Credit Reporting Act (FCRA) (15 U.S.C. sec 1681), the Gramm-Leach-Bliley Act of 1999 (Financial Modernization Act of 1999) (15 U.S.C. 6801 to 6809) ("GLBA") or any corresponding state law or regulation. Furthermore, you authorize Envoy Health to use and disclose this information to a Facility or Healthcare Professional in connection with your use of the Envoy Health Platform. You release Envoy Health from any liability relating to the use and disclosure of your information to any Facility, Healthcare Professional, or third party, provided that the disclosure is in some way connected to your use of the Envoy Health Platform.

We might monitor Our Platform's performance and usage by all our clients and merge this data with other data including Your Data, and use such combined data in an aggregate manner. You hereby agree and authorize Envoy Health to collect, use, and publish such aggregate data for the purpose of creating statistics regarding our customer base. Examples of our use of such Information include, but are not limited to, the number of users of Our Platform, the number of transactions, and growth rates.

By accepting this agreement or through use of Our Platform, you acknowledge, consent, and subscribe to receive communications from us or our affiliated partners to your email address, telephone number, mobile number, physical address, or similar, including via email, text message, calls, social media communications, website communications, and push notifications. You acknowledge that we may use pre-recorded communications that may be generated by automatic telephone dialing systems. Communications from Envoy Health, or any affiliated partners may include but are not limited to: operational communications concerning your account or use of Our Platform, updates concerning new and existing features on Our Platform, communications concerning promotions run by us or third-party partners, and/or news concerning Envoy Health and industry developments, or for any reason related to the use of our app or services related thereto. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You may receive messages at least weekly through different modes of communications from Envoy Health or affiliated companies. We may also contact you to answer certain questions we may have including but not limited to your relationship with us, your use of our app, to complete any additional information regarding your profile, or to set up your account. We may store your mobile number and information on our app in your profile and may use your mobile number to contact you regarding your use of our app as stated herein or by our Terms of Use which are incorporated herein by reference.

If you wish to opt-out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt-out of other promotional messages, you can manage your communication preferences within your account settings on Our Platform or by following any messaging instructions on how to opt-out, however, you acknowledge that opting out of receiving any type of promotional message may impact your use of Our Platform or related services.

As a Healthcare Professional, the following additional terms pertain to your utilization of Our Platform. You acknowledge and agree that there is no employment, agency, or joint venture relationship established between you and Envoy Health, as stated herein. Furthermore, you agree that no employment, agency, or joint venture relationship is established between you and any Listing Facility. If the law requires your services to be classified as an employee for and on behalf of a Facility, you agree to comply with any legal employment requirements and waive any argument, claim, cause of action, damage, recourse, or similar assertion that you are an employee, agent, or associated in any way other than an independent contractor of Envoy Health at any time during your use of the app, provision of professional services, or thereafter.

As a Healthcare Professional, you maintain absolute discretion to choose when, where, how, and with which Facility you engage your professional services. Your use of our app and engagement of professional services are entirely voluntary and based on your free will and choice.

The Healthcare Professional will provide services to a Facility under its applicable licensure, certification, or scope of practice as an independent contractor, retaining control and responsibility over its own professional services. The Healthcare Professional must possess all necessary licenses or certifications to perform the requested services or any services a Facility may request. The Healthcare Professional has control over the timing, manner, and location of performing the services for any Facility. Without limiting the foregoing, the Healthcare Professional acknowledges and agrees that they are not entitled to any compensation or benefits provided to Envoy Health employees, including but not limited to salary, pension, stock options, bonuses, profit sharing, or any insurance benefits. The Healthcare Professional is not considered an employee or agent of Envoy Health under this agreement, nor do they have the authority to contract on behalf of or bind Envoy Health based on the consulting relationship established herein.

Further, by entering into this Agreement, the Healthcare Professional explicitly states, acknowledges, and affirms the following:

As a Healthcare Professional, it is essential that you honor your commitment and acceptance of a shift with a Listing Facility, unless there is a valid reason for cancellation. We recognize that managing patients is demanding work, and we are all here to contribute to better patient care. However, you acknowledge that cancellations by Healthcare Professionals can pose significant challenges for Listing Facilities in maintaining safe patient ratios and complying with federal and state laws or nursing standards. Therefore, Envoy Health reserves the sole right to determine the validity and acceptability of a cancellation reason. Invalid cancellations may result in temporary or permanent account suspension or blockage. As a Healthcare Professional, you warrant that you will comply with any regulated and legal standards or requirements regarding hours worked and competency to ensure your ability to fulfill the professional services you have agreed to provide for any Facility.

To ensure the provision of quality patient care, Envoy Health enforces a stringent cancellation policy. We understand that unforeseen circumstances can arise, and we strive to work with you in such situations. However, it is crucial for Healthcare Professionals to be reliable, responsible, and communicative in adherence to high-quality care and industry nursing standards. As a Healthcare Professional, you acknowledge, consent to, and understand the following:

If a Healthcare Professional Cancels a Shift:

No-Call No-Show by a Healthcare Professional:

As a Healthcare Professional, you will receive payment in a reasonably timely manner for the professional services provided to a Facility. You acknowledge and understand that Envoy Health may utilize a third-party payment processing service. In order to use our platform, you may be required to authorize payment through a third party. You also authorize Envoy Health to facilitate payment for your independent contracting services through a third-party payment processor. These payments are typically processed after the completion of a shift report, according to military time. Envoy Health will make reasonable efforts to ensure prompt payment. However, you acknowledge that payment may be delayed due to factors beyond our control. You acknowledge, disclaim, and waive any liability with respect to (i) the actions and omissions of the Listing Facility, whether resulting from negligence, willful misconduct, or any other circumstances, regarding any payments, or (ii) any payments or amounts owed to you by the Listing Facility.

You understand that failure to complete the required steps involved in the background check process may result in a hold on your account or permanent restriction from using our app or platform. This includes but is not limited to not completing your profile's wallet, authorization forms, fingerprints, or failing to follow through with the necessary procedures to finalize and complete the background check.

You agree to allow communication to be conducted through a combination of emails, calls, texts, or communications through partner vendors or our third-party background check processor. If you do not complete all the necessary steps or requirements for a background check within a reasonable period (as determined by Envoy Health), Envoy Health reserves the right to restrict or permanently prevent your use or access to our Platform.

You acknowledge and authorize Envoy Health to conduct research, share, disclose, or make available on your Healthcare Professional profile the following information or documentation, including but not limited to:

You, as the Healthcare Professional, bear sole and absolute responsibility for reviewing all information you provide to Envoy Health, upload into the app, or presented/contained on your profile through other means, third parties, or us. Furthermore, you shall indemnify and hold Envoy Health harmless for any errors, omissions, failure to update, or discrepancies, known or unknown, with any information or documentation you provide to Envoy Health or upload into the Envoy Health Platform or provide to our third-party affiliates, such as background check or payment processing companies.

As a Healthcare Professional, you understand and acknowledge that it is your sole responsibility to withhold, accrue, and pay any and all income taxes, withholding taxes, social security, or other taxes or amounts required by law in relation to any payments received through our app or for the professional services provided to a Facility. You acknowledge and consent that Envoy Health will report all payments made on your behalf using an IRS 1099 tax form for each tax year. Additionally, as a Healthcare Professional, you are responsible for any insurance required by law for your clinical competency, healthcare, or professional services. You acknowledge that you will complete and provide the necessary information to complete an IRS W-9 form for payment purposes.

Envoy Health does not direct or control you in your performance of professional services under this Agreement, nor does it dictate or control your acts or omissions in any way. You retain the sole right to determine when, where, and for how long you will utilize Our Platform or provide professional services. You have the option to apply for or ignore any shift listed on Our Platform. Envoy Health does not require you to: (a) display Envoy Health's names, logos, or colors; (b) wear a uniform or any clothing displaying Envoy Health's names, logos, or colors. You acknowledge and agree that you have complete discretion to provide clinical professional services or engage in other business activities with a Facility.

Each state may have mandatory reporting requirements that necessitate us to report any allegation or circumstance brought to our attention regarding unprofessional conduct. Despite any mandatory reporting requirements or laws that may exist, you acknowledge, understand, and authorize us to report any conduct that we determine, solely at our discretion, to be a possible or alleged violation of the rules of professional conduct for your discipline, licensure, or certification as a healthcare professional.

If a Facility requests that you be reassigned to another department or unit, you are free to accept or refuse that reassignment. When considering a reassignment request, we encourage you to use your best professional judgment, comfort level, competency, and scope of practice to ensure your safety and the safety of others. Envoy Health does not require you to accept or refuse any reassignment request. If you choose to refuse a reassignment request, Envoy Health will not take any action against you. This decision is voluntary on your part. However, in determining whether to accept or refuse a reassignment request, you acknowledge that you will follow any standards or requirements mandated by the Nurse Practice Act or similar laws in your location, including but not limited to informing the Facility of any professional limitations you may have. You understand that this is not a request from Envoy Health but may be required by law or industry standards to ensure the safety of healthcare workers and patients.

In addition to other covenants, obligations, and warranties stated herein, by providing professional services as a Healthcare Professional on the Envoy Health Platform, you represent, warrant, and affirm that:

These terms commence on the date you sign up for Our Platform. Envoy Health reserves the right to cease providing services for any reasonable business reason as stated herein. Envoy Health reserves the sole and absolute right to put a hold on your account, prevent you from requesting any posted shift, or permanently prevent you from using our app or our platform for any reason it deems appropriate, is in violation of law, or is contrary to your obligations in this Agreement, however slight. In doing so, Envoy Health may terminate your access and use of the Envoy Health Platform at any time for any reason, with or without cause. Any temporary license or use of our app is revocable at any time for any reason. We reserve the right to refuse the use of our app or services at any time, and it is solely in our discretion. You acknowledge that unless otherwise stated, you do not have any permanent rights, title, or interest in any license to use our app in perpetuity.
Upon termination or cessation of your use of our app, we will stop providing service and access to Our Platform, and you will stop all use of Our Platform. Upon termination, you authorize Envoy Health to automatically charge your credit card for all unpaid fees without prior notice to you, if applicable. We may also suspend your usage if any undisputed payment due to Envoy Health is over 30 days past due, and such failure to pay will be considered a material breach of this Agreement. We will not suspend service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your service is suspended for non-payment, we may charge a reactivation fee. You shall also be responsible for any expenses of collection, including costs, collection fees, disbursements, and reasonable attorney fees we incur to collect unpaid amounts, as further stated herein. Even after termination or cessation of your usage of the Envoy Health Platform, all sections in this agreement remain the rights of Envoy Health to use and enforce.

YOU ACKNOWLEDGE AND CONSENT THAT WE (ENVOY HEALTH, ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, AGENTS, AND PROVIDERS) WILL NOT BE RESPONSIBLE OR LIABLE FOR (a) ANY DAMAGES TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO OUR PLATFORM, YOUR DOWNLOADING OF ANY CONTENT FROM OUR PLATFORM, OR YOUR USE OF OUR PLATFORM (b) ANY INJURY, DEATH, LOSS, CLAIM, ACT OF GOD, ACCIDENT, DELAY, OR ANY DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, THAT ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH: (i) ANY USE OF OUR PLATFORM, OR OUR CONTENT; (ii) ANY ENVIRONMENTAL, UNSAFE, OR HAZARDOUS CONDITION (iii) THE PERFORMANCE OR NON-PERFORMANCE BY US; (iv) THE PERFORMANCE OR ACCEPTANCE OF ANY PROFESSIONAL SERVICES PROVIDED TO YOU AS A PATIENT OR PROVIDED BY YOU AS A HEALTHCARE PROFESSIONAL; OR (v) ANY ISSUE OR CIRCUMSTANCE THAT IS THE RESULT OR RESPONSIBILITY OF A FACILITY, HEALTHCARE PROFESSIONAL, OR THIRD PARTY.
YOU ARE AWARE AND UNDERSTAND THAT ACCEPTING/PERFORMING ANY SHIFT FOR PROFESSIONAL HEALTHCARE SERVICES OR ACCEPTING ANY HEALTHCARE PROFESSIONAL ONTO YOUR PREMISES FOR THE PERFORMANCE OF PROFESSIONAL HEALTHCARE SERVICES MAY HAVE FORESEEN OR UNFORESEEN CONSEQUENCES, KNOWN OR UNKNOWN, INCLUDING BUT NOT LIMITED TO PHYSICAL INJURY TO YOU OR OTHERS, EXPOSURE TO ILLNESS OR DISEASE (MRSA, INFLUENZA, COVID-19, ETC.), DAMAGE TO PROPERTY, OR IN RARE INSTANCES, EVEN DEATH. YOU VOLUNTARILY ACCEPT THESE RISKS WITH KNOWLEDGE OF THE DANGER INVOLVED. YOU FURTHER ACKNOWLEDGE AND ACCEPT ANY AND ALL RISKS OF INJURY, DAMAGE, AND/OR DEATH IN ANY WAY, HOWEVER DERIVED AND UNDER ANY CIRCUMSTANCE. YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, HOWEVER DERIVED AND HOWEVER LABELED, IN ANY WAY AGAINST ENVOY HEALTH FOR ANY CLAIM OR DAMAGE AS STATED HEREIN.

Healthcare Professional and Patient shall indemnify, defend, and hold Envoy Health and its affiliates and their respective successors and assigns, and each of their respective officers, directors, partners, managers, employees, stockholders, members, Contractors, attorneys, accountants, representatives, and agents, harmless against any and all claims, demands, causes of action, actions, proceedings, judgments, debts, obligations, liabilities, damages, fines, fees, penalties, interest obligations, taxes, deficiencies, losses, costs and expenses (including, without limitation, amounts paid to enforce the provisions of this Section and amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors, and other experts, and other expenses) (collectively, "Damages") incurred or suffered by Envoy Health arising out of, resulting from, relating to, or constituting (a) any fraud, misrepresentation, or breach of any provision of this Agreement (including, but not limited to, any representations and warranties as stated herein) by the Healthcare Professional or Patient, or (b) any negligent, reckless, intentionally wrongful act, or willful misconduct by Healthcare Professional or Listing Facility; (c) any failure of Healthcare Professional or Patient to perform its duties or obligations hereunder or in accordance with all applicable laws, rules, and regulations; or (d) your use of our Platform or services.

You shall not, under any circumstance, for yourself or for any third party, authorize, permit, collude, associate, or invite to:

Furthermore, you agree not to use our app for any unlawful purpose or any purpose prohibited under this Agreement. You shall not use our Platform in any way that could damage our Platform, the business of the Company, reputation, or our Intellectual and Confidential Property. You shall not use our Platform to harass, abuse, threaten others, violate any person's legal rights, violate any intellectual property rights, upload or disseminate computer viruses or other software that may damage the property of another, perpetrate fraud, engage in unlawful gambling or pyramid schemes, publish or distribute obscene or defamatory material, publish or distribute material that incites violence, hate, or discrimination towards any group, or unlawfully gather information about others.
If at any time we consider that you are acting in a manner that breaches these terms, we may, in our sole discretion and with no prior notice to you, take whatever action is necessary to address such breaches. Should a loss of Envoy Health revenue be discovered, you agree to immediately and fully reimburse the lost revenue as determined by us.

Nothing contained in this Agreement will be deemed to constitute either party as an agent or representative of the other party, or parties as joint ventures or partners for any purpose. We may assign our rights and duties under this Agreement without such assignment being considered a change to this Agreement and without notice to you. We may modify these terms at any time by posting notice on Our Platform. Your continued use of Our Platform, following the posting of notice of any modification, will be subject to the terms in effect at the time of your use.

ENVOY HEALTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. ENVOY HEALTH MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (a) OUR PLATFORM WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS. (b) THE CONTENT WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, ACCURATE, OR APPLICABLE TO YOUR CIRCUMSTANCES. (c) THE INFORMATION THAT MAY BE OBTAINED FROM THE USE OF OUR PLATFORM OR ANY SERVICES OFFERED THROUGH OUR PLATFORM IS ACCURATE AND COMPLETE. (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH OUR PLATFORM WILL MEET YOUR EXPECTATIONS. YOUR USE OF OUR PLATFORM OR ANY SERVICE PROVIDED BY ENVOY HEALTH SHALL BE "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ACKNOWLEDGE THAT ENVOY HEALTH SHALL HAVE NO LIABILITY FOR ANY INFORMATION, CONTENT, OR MATERIALS PUBLISHED, DISPLAYED, OR OTHERWISE TRANSACTED ON OUR PLATFORM. WE DO NOT WARRANT THAT YOUR USE OF THE ENVOY HEALTH PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE ENVOY HEALTH PLATFORM WILL BE CORRECTED, OR THAT THE ENVOY HEALTH PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM ANY LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE ENVOY HEALTH PLATFORM.

No party shall be held accountable for any failure or delay in its performance of obligations under this Agreement due to circumstances beyond its reasonable control, such as acts of God, accidents, riots, war, terrorist acts, fires, floods, embargoes, insurrections, strikes, epidemics, pandemics (including Covid-19), quarantines, civil unrest, natural disasters, acts or omissions of the government, or changes in laws or regulations. However, force majeure will not encompass financial distress, changes or disparities in market prices or conditions, or a party's financial inability to perform its obligations hereunder. The impacted party should make a reasonable effort to evade or eliminate such causes if reasonably feasible.

We hold the right to supervise your adherence to the stipulations of this Agreement. If we discern that you have exceeded any usage limitations or are not using Our Platform in compliance with these terms, we may restrict or eliminate your access to our platform. In the event we become aware of any violation of this Agreement, irrespective of its gravity, we reserve the right to deny service to you for any reason as mentioned in this Agreement. Your usage of our app is voluntary and can be revoked, and our allowance of your usage is also voluntary and can be revoked. This Agreement and our Terms of Use do not confer you an unconditional or perpetual license. Any license we may grant is non- exclusive and can be revoked at any point for any reason as stated herein. We reserve the right to restrict, cancel, or revoke any license to use our Platform in any way.

In the event of a disagreement between the Parties pertaining to or arising from this Agreement, the Parties shall first aim to resolve the dispute personally and in good faith. If personal resolution attempts prove unsuccessful, the dispute shall be submitted to mediation.
If mediation is unsuccessful in resolving the dispute, the Parties shall submit the dispute to binding arbitration. The arbitration shall be conducted in California, by a single arbitrator with no authority to add Parties, alter the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable federal law and the law of the State of California. Claims requiring arbitration under this section include, but are not limited to, contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes, or regulations. However, claims related to intellectual property and billing/fees/collection by Envoy Health will not be subject to arbitration and may, as an exception to this provision, be litigated. By agreeing to this provision in this Agreement, the Parties waive any rights they may have to a jury trial concerning arbitral claims.

This Agreement: (i) Embodies the total and exclusive understanding and agreement between the parties and Envoy Health with regard to the subject matter, (ii) Supersedes all previous and concurrent understandings, terms, and agreements, both verbal and written, explicit or implicit, related to the use of Our Platform or the app in connection with the subject matter, and (iii) Any amendment of this Agreement must be in writing and executed by Envoy Health.

Neither the Healthcare Professional nor the Patient can assign its rights or duties under this Agreement without the express written consent of Envoy Health.

The captions and headings are included for reference and ease only and shall not influence the construction or interpretation of any terms of this Agreement.

All provisions of this agreement shall survive any cessation or expiration of the parties' use of Our Platform or the app. The termination or expiration shall not negatively affect the rights or obligations of the Parties accrued prior to such termination or expiration.

This Agreement shall be interpreted according to the laws of the State of California regardless of conflict of laws provisions. The parties submit to the jurisdiction of the state and federal courts in San Francisco, California, and consent that these courts have the sole and exclusive jurisdiction over all disputes and causes of action involving such party arising from or related to this Agreement or its performance, despite any venue requirement by local statute or rule.

If any provision of this Agreement is declared invalid by any court of competent jurisdiction, such invalidity shall not impact the remaining provisions of this Agreement, which shall remain fully severable and given full force and effect.

The waiver of a breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any subsequent breach of the same term or condition or the waiver of any other term or condition of this Agreement. Nothing contained in this Agreement shall prevent Envoy Health from pursuing any other remedies available for any breach or threatened breach, including the recovery of monetary damages or injunctive relief.

If either party initiates a legal action relating to this Agreement, the prevailing party is entitled to receive from the other party all attorney's fees, costs, and expenses incurred by the prevailing party. If the court determines that a party is in default under this agreement, then the non-defaulting party shall receive all attorney's fees, costs, expenses, and interest incurred. This provision does not restrict the court in any way to award other forms of relief to either party.

In addition to any other available remedies at law, the Parties agree to seek declaratory, injunctive, and equitable relief without additional procedural requirements or delay to compel fulfillment of this Agreement.

The Parties acknowledge that no rule of construction providing any ambiguity or uncertainty in the Agreement shall be construed against the drafter thereof or used in interpreting or enforcing the terms of this Agreement.

The Parties acknowledge and warrant that they have read, agreed to, and understood the terms of this Agreement before signing it. They have executed it freely and voluntarily after a thorough review of its terms, satisfying themselves that this Agreement is fair and equitable to them. The Parties confirm that they have accepted and entered into this Agreement without fraud, duress, or undue influence, and that they are not relying on any representation, assurance, warranty, or promise from any other Party other than those contained in this Agreement. The Parties represent, warrant, and agree that upon accepting and entering into this Agreement, they are not relying upon and have not relied upon any representation, promise, or statement made by anyone which is not stated, contained, or embodied in this Agreement.