Terms of Use

Aila Health, Inc.

Last revised on: May 27, 2021

The Aila Health mobile application and website located at www.ailahealth.com (the “App”) is a copyrighted work belonging to Aila Health, Inc. (“Company”, “us”, “our”, and “we”), a Delaware C-Corporation. Our app and website is free to use subject to additional guidelines, terms, or rules, which will be posted in the app. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

OUR SERVICE IS NOT INTENDED FOR EMERGENCY SITUATIONS. IN THE EVENT OF A MEDICAL EMERGENCY, PLEASE CALL 911 OR APPROPRIATE EMERGENCY RESPONDERS.

THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE APP. BY ACCESSING OR USING THE APP, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE APP OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE APP.

THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 10.2) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

1. Accounts

1.1 Account Creation. In order to use this App, you must be 18 years or older, register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the App. Company may suspend or terminate your Account in accordance with Section 8.

1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. Access to the App

2.1 License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to:(a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the App solely for your own personal, noncommercial use.

2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the App, whether in whole or in part, or any content displayed on the App; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the App; (c) you shall not access the App in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the App may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the App shall be subject to these Terms. All copyright and other proprietary notices on the App (or on any content displayed on the App) must be retained on all copies thereof.

2.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the App (in whole or in part) with or without notice to you. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the App or any part thereof.

2.4 No Support or Maintenance. You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the App.

2.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the App and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the App) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3. User Content

3.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the App (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. Posting user content that is harassing, malicious, abusive, bullying, threatening, sexually explicit or, otherwise, objectionable in nature is prohibited. Users that fail to comply with these policies will be removed from the communities.

We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Aila Health Inc. may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Aila Health Inc. with respect to User Content.

3.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the App. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a) You agree not to use the App to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the App any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the App unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the App to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the App, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the App (or to other computer systems or networks connected to or used together with the App), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the App; or (vi) use software or automated agents or scripts to produce multiple accounts on the App, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the App (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the App for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.

3.5 Feedback. If you provide Company with any feedback or suggestions regarding the App (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

4. Indemnification

You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the App, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

5. Third-Party Links & Ads; Other Users

5.1 Third-Party Links & Ads. The App may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

5.2 Other Users. Each App user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other App users are solely between you and such users. You agree that the Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any App user, we are under no obligation to become involved.

5.3 Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the App (including any interactions with, or act or omission of, other App users or any Third-Party Links & Ads). If you are a California resident, you hereby waive California Civil code section 1542 in connection with the foregoing, which states: "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."

6. Disclaimers

Aila Health Inc. is not a health care provider and cannot and does not diagnose or treat your health conditions. Aila Health Inc. provides no endorsement, representation or warranty that any particular medication or treatment is or will be safe, effective or appropriate for you. Do no use the service for medical emergencies. If you think you may have a medical emergency, call 911 (or equivalent contact number for emergency services in your region) immediately. Aila Health Inc. is not responsible for delayed response times or technical difficulties experienced via the service. You are solely responsible for keeping your medical information and prescription information up to date.

There is no single provider of medical care called "Aila Health Inc." Each Aila Health branded practice is owned and operated by a licensed physician. Aila Health Inc. provides administrative and management services to Aila Health branded medical practices. Aila Health Inc. licenses the Aila Health brand name to the independently owned and operated medical practices that use its business support services. Aila Health Inc. does not own or operate the medical practices, employ or in any way supervise the physicians providing medical care, and control over the care provided is the sole responsibility of the independent practice and the physicians they employ. Aila Health Inc. does not provide medical advice or care. Aila Health Inc. contracts with Aila Medical, PC, an independent, physician-owned medical group with a network of United States based clinicians who provide clinical telehealth services. Aila Medical, PC clinicians deliver clinical services via the Aila Health Inc. platform to their patients. All clinicians are independently contracted or employed by Aila Medical, PC. Clinicians are not contracted or employed by Aila Health Inc. Services and practices may vary across clinicians, and patients should contact the clinicians at Aila Health, PC directly for all questions concerning their medical care.

THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR AILA HEALTH INC. ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE AILA HEALTH INC. ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY PHYSICAL HARM, DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

HOWEVER, AILA HEALTH INC. DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT AILA HEALTH INC. IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

7. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE APP, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE APP IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. Term and Termination

Subject to this Section, these Terms will remain in full force and effect while you use the App. We may suspend or terminate your rights to use the App (including your Account) at any time for any reason at our sole discretion, including for any use of the App in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the App will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.5, Section 3 and Sections 4 through 10.

9. Financial Responsibility and Cancellation Policies

Aila Health will charge any fees associated with your User Account to your credit card or debit card on file with Aila Health, as identified in your User Account, in accordance with these Terms of Use. Receipts for payments will be emailed to you and can be accessed through your User Account. Service Fees that are not covered by your health insurance plan that you incur can be charged to your payment card on file within seven (7) days of the date on when such services are rendered.

You represent and warrant that (i) the credit card or debit card information you provide to Aila Health is true, correct, up to date and complete, and (ii) that you are the person in whose name the credit card or debit card was issued and/or you are authorized to make a purchase with the relevant credit card or debit card. You will promptly notify Aila Health if your payment information has changed, if your payment method has been canceled, or if you become aware of a breach of security. You acknowledge that we may process an authorization hold using your payment information in order to verify the information provided. If your payment card details change or are due to expire, we may request updated payment details from you, including your card number, expiration date, and CVV (or equivalent). By providing us updated payment information, you authorize us to continue to charge your card using the updated information so that you can continue to receive your Aila Health Membership or other Services.

Subscriptions and Recurring Payments

If you purchase a subscription to the Services (“Subscription”), with the exception of any free trial periods, Aila Health will charge you a Subscription fee at the rate presented to you (“Subscription Fee”). The Subscription gives you access to the Services for one month, or a different subscription period selected on the Platform (“Subscription Period”). Unless otherwise stated when you sign up for a Subscription, your selected Services will automatically renew for a further Subscription Period with the Subscription Fee (including any applicable taxes) and will continue to do so unless we are either no longer offering that Service, in which case we will notify you, or your Subscription has been canceled in accordance with the Terms of Use.

The billing period for your Subscription Fee begins from the time of registration (i.e., when you register, enter your payment method and pay the initial Subscription Fee), and again at the start of each subsequent Subscription Period. By signing up for a Subscription, you agree to pay your Subscription Fee in full each Subscription Period and authorize your payment method on file to be billed automatically each Subscription Period by Aila Health’s third-party payment processor for the entire length of your Subscription, regardless of whether or not you have used the Services during the Subscription Period, until your Subscription ends or is canceled. If any Subscription Fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your Subscription. You will be responsible for paying all past due amounts. You acknowledge that billing may not occur on the exact same date of each month.

Other Fees.

You agree to pay all other fees and charges associated with your User Account that are not included in the Subscription Fee, including, for example, appointment no-show fees, cancellation fees or late rescheduling fees, cost of prescribed medication and refills, costs of laboratory tests, individual visit fees with a Healthcare Provider that are not part of an All-Access Subscription, co-pays, co-insurance and deductibles and other costs not covered by your health insurance plan, and any fees for any Services that are not charged on a Subscription model (collectively, “Other Fees”), on a timely basis and according to the terms and the rates presented to you. By using the Services and incurring such Other Fees, you authorize us to bill and charge your payment method on file for such Other Fees in full.

Trials and Promotional Fees.

Aila Health may periodically offer discounts to its Services in the form of free trial periods or promotional fees. The terms of those discounts will be stated at the time you sign up or when you purchase a specific Service or product. If your Subscription includes a free trial, you will not be charged the applicable Subscription Fee during your free trial. To obtain the free trial, you will be required to provide a credit card or other payment method in order to ensure uninterrupted access and continued use after the expiration of the free trial. Upon completion of your free trial, your Subscription will automatically convert into a paid Subscription and your payment method will be charged the applicable Subscription Fee unless you have canceled your Subscription. If your Subscription includes a promotional fee, you will be charged the promotional fee for the relevant number of billing periods and upon completion of that period, your Subscription will continue to automatically renew at the full, non-promotional rate. You may cancel your Subscription during your free trial or promotional period to avoid being charged the full applicable Subscription Fee in accordance with the Cancellations and Refunds Policies.

You may only be permitted to use one free trial or promotional fee offer. If your Subscription is ever canceled or terminated for any reason, and you purchase an additional Subscription, you may not be eligible for a free trial or to take advantage of another promotional fee offer.

Insurance.

If you have health insurance, your insurance plan may cover all or a portion of your use of our Services, including costs associated with the Telehealth Services, prescribed medication filled by the Pharmacies, and/or laboratory products and services provided by the Labs. Subject to the terms of any written agreement between Aila Health and the insurance plan, if you provide information about your health insurance to us, that will be deemed your authorization for Aila Health, Aila Medical, the Pharmacies, the Labs and/or one of their affiliates or partners to submit claims and bill for Services on your behalf and share necessary information with the insurance plan to process payments and reimbursements. Aila Health and/or Aila Medical, PC are not enrolled with state health care programs such as Medicaid.

If Aila Health is in-network with your insurance plan, you may be eligible to pay a reduced Subscription Fee at the rates published on the Platform (the “In-Network Subscription Fee”), or you may be eligible for a basic services Subscription with no out-of-pocket Subscription Fee (a “Basic Subscription”). The In-Network Subscription Fee and any Basic Services Subscription does not include the cost of any co-pays for visits with Providers, co-pays for prescribed medication (including refills), certain laboratory tests ordered by a Provider, or co-insurance or deductibles, which will vary depending on your insurance plan and may be billed separately. You are also responsible for any Other Fees incurred that are not charged on a Subscription model (e.g., appointment no-show fees). The In-Network Subscription Fee, if applicable, and any co-pays, co-insurance, deductibles or Other Fees are your responsibility, not that of your insurance plan, even if Aila Health is considered in-network.

Your insurance policy is a contract between you and your insurance plan, and it is your responsibility to know your benefits, including if your insurance has any deductible, co-payment, co-insurance, out-of-network, usual and customary limit, prior authorization requirements or any other type of benefit limitation for the Services you receive, and how your benefits will apply to your payments. If you purchase Services with your insurance plan, you authorize Aila Health or one of its affiliates or third party partners, including Aila Medical, PC, Pharmacies and/or Labs, to charge your payment method on file for the In-Network Subscription Fee, if applicable, and any fees not covered by your insurance, such as co-pays, co-insurance, deductibles, and Other Fees. If all or any portion of the Services are not covered or paid by your insurance plan for any reason or you do not have health insurance, you understand that you will be ultimately responsible for all fees and costs arising out of your use of the Services and agree to pay the full amount of all Subscription Fees and Other Fees associated with your User Account. Questions about non-payment should be directed to your insurance plan. You agree to inform Aila Health or your Provider immediately if you lose your health insurance and/or can no longer pay for treatment.

If the services are not eligible for your health insurance or you do not have health insurance, then you must pay 100% of the total amounts due; and, you hereby authorize Aila Health and/or Aila Medical to collect payment and charge the credit card on file with your account. To the extent you have health insurance, we participate in any insurance plans, and we accept such health insurance, you hereby authorize Aila Health and/or Aila Medical, PC to collect payment and charge your credit card for copayments, coinsurance, and amounts resulting from your insurance deductible plus any amounts not covered by your insurance. In any event, you hereby authorize all charges to be charged at once in a single charge. By agreeing to these terms, you acknowledge that if you are 100% self-pay:

1) you do not have any health insurance through a PPO, HMO, Medicaid or Medicare or any other insurance plan; or

2) you have health insurance but you do not want to use any insurance benefit for these services. Your insurance policy is a contract between you and your insurance company. It is your responsibility to know your benefits, and how they will apply to your benefit payments.

You may elect to purchase services that may or may not be covered by insurance. If the Services for purchase are on a self-pay basis, you have directed us to treat your purchase of these services as if you are an uninsured patient and you agree to be 100% responsible for full payment of the listed price of the services. You agree that you will not bill any services provided by Aila Medical, PC to Medicare or Medicaid. Even if you have insurance that is applicable to the services, there is no guarantee your insurance company will make any payment on the cost of the services you have purchased. By opting in, you agree to pay all charges in full to the extent the services are not covered by applicable insurance. You have been given a choice of different services, along with their costs. You have selected the services and are willing to accept full financial responsibility for the payment that is due and payable. Our subscription model is a monthly recurring charge and the billing period begins from the time of registration.

Changes to Subscription Fees, Other Fees or Subscription Features.

All fees published on the Platform are set by Aila Health and Aila Medical, PC in its sole discretion and we may change our fees from time to time. Aila Health will send notice of upcoming automatic renewal prior to renewing your Subscription as required by law. We may change the Subscription terms, Subscription Fees or Other Fees at any time on a going forward basis in our discretion. If the pricing for your Subscription increases, we will notify you, and provide you an opportunity to change or cancel your Subscription before applying those changes to your User Account or charging you in connection with an automatic renewal. We may choose in our sole discretion to add, modify, or remove benefits and features from a Subscription. Your continued enrollment in your Subscription after the changes become effective will constitute your acceptance of the changes. If you do not wish to continue your Subscription at the revised rates and/or terms, you must let Aila Health know prior to the end of your then current Subscription Period in accordance with the Cancellations and Refunds Policy (so that at the end of that Subscription Period, your Subscription will end), otherwise the revised rate and/or terms will apply on and from the next Subscription Period.

Third-Party Payment Processor.

All credit card, debit card and other monetary transactions on or through the Platform occur through an online payment processing application that is provided by a third-party payment processor(s). Aila Health itself does not collect or store payment card information. If our third-party payment processor is unable to secure funds from your payment method for fees that are due for any reason, including, but not limited to, insufficient funds or insufficient or inaccurate information provided when submitting electronic payment, Aila Health may undertake further collection action, including application of fees to the extent permitted by law, and reserves the right to suspend or terminate your User Account or Services.

Waiver of Claims and Unauthorized Payments.

You agree to waive all claims against Aila Health , Aila Medical, PC, and its third-party affiliates, including Aila Health’s third-party payment processor(s), related to any unauthorized payments made on or through the use of your User Account outside of Aila Health’s control, regardless of whether such payments are authorized or unauthorized. However, you may submit a claim of the unauthorized payment to Aila Health at billing@ailahealth.com so that Aila Health can conduct a reasonable investigation as it sees fit under the circumstances. If appropriate, Aila Health will assist in correcting the alleged unauthorized payment, provided that such claim is received by Aila Health within thirty (30) days of the disputed charge or payment.

Appointments and No-shows

I understand that my appointment time with Aila Health is reserved exclusively for my care for the duration of all scheduled visits. I understand that I am expected to keep all appointments, as scheduled, in order to ensure maximum progress in connection with my treatment and care and that if I am late for an appointment, the visit will end at the scheduled time and I will be responsible for the cost of the full visit.

If I need to cancel or reschedule an appointment, I will cancel the appointment using the Appointments tab in the Patient Web Portal or App.

I agree that cancellation within 48 business hours of the scheduled appointment will incur a cancellation fee equal to 100% of the appointment fee. This fee cannot be filed to insurance. No-shows will be documented in the practice management system and a history of no-shows may result in refusal to schedule future appointments.

Canceling Subscription.

When you cancel a Subscription, you cancel only future charges associated with your Subscription. You may initiate your cancellation at any time via the Aila Health app, but the cancellation will become effective at the end of your current Subscription Period. Please cancel or email support@ailahealth.com no later than by 12 A.M. Pacific Time the business day before the Subscription Period end date to cancel your Subscription. If you do not cancel before this time, Aila Health reserves the right to charge you for the next Subscription Period and cancel your Subscription in the following Subscription Period.

Once you cancel your Subscription, your access to and use of the Services will continue to the end of your then current Subscription Period and thereafter end, but you will continue to have access to certain information maintained within User Account, such as personal health information. Please note that all Services, including the delivery of any medications prescribed through the Services and access to refills through the Pharmacies, will end once cancellation takes effect. You should talk to your Healthcare Provider before discontinuing your medication. Abruptly stopping certain medications can impact your health. Any other Services that are paid per Service (e.g., single visits with a Provider but not part of a Subscription) may be rescheduled but are not cancellable if within 48 hours of the appointment time.

9. Cancellation and Refund Policy

For our subscription members, you authorize us to charge you the Monthly Membership Fee to your chosen payment method at the time of the initial payment and each month thereafter until you cancel. You must cancel your membership before it renews to avoid being charged the monthly membership fee for the next month. You can cancel your membership at any time. If you cancel your membership and your subscription term has not expired, you may continue to use the services until the end of your then-current membership period and your membership will not be renewed after your then-current membership period expires. You are not eligible for a prorated refund of any portion of the monthly membership fee when you cancel.

How to Cancel Your Account: Monthly membership can be cancelled at any time. If you need to cancel, access the menu in the top left corner of the Aila Health app. Select “Subscription” and then “Manage Subscription.” You will have the option to update your billing information or cancel your plan.

Refunds.

All purchases are final and once paid, all fees, including Subscription Fees, are non-refundable regardless of whether Services are utilized, except as prohibited by applicable law. However, you may cancel your Subscription at any time in accordance with the Cancellations and Refunds policy to stop incurring future Subscription Fees. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future. All medication orders are final once shipped by the pharmacies and the order cannot be returned or refunded to protect patient safety and comply with applicable laws. However, if you think you have received the wrong medication, have received an order in error, or have any other questions, please contact us at support@ailahealth.com.

10. Copyright Policy

Company respects the intellectual property of others and asks that users of our App do the same. In connection with our App, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our mobile App who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our App, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

*Please fill in the following fields once you have registered with the Copyright Office and delete the yellow highlighted text:*

The designated Copyright Agent for Company is: _________

Designated Agent: _________

Address of Agent: _________

Telephone: _________

Fax: _________

Email: _________

11. Consent to Use of Artificial Intelligence Engine; and Use of Protected Health Information

11.1 Some care management information you receive via the App is provided by an Artificial Intelligence (AI) Engine, not a human being. The AI Engine is designed to be a tool to assist an individual with health education, condition management support, behavior change support and treatment compliance. Any care management information you receive via the App is not medical advice, and is not reviewed or authorized by a physician or healthcare provider. Use of an AI Engine may offer certain potential benefits (e.g., automated reminders to perform exercises or take medications), but also presents certain potential risks (e.g., the care management information does not take into account all the specifics of each user’s medical history, the AI Engine is not able to exercise medical judgment, security protocols could fail, causing a breach of privacy of personal medical information, delays could be caused by malfunctioning of equipment or connections).

By agreeing to these Terms, you represent and warrant that you have had the opportunity to consider the risks and benefits of the use of an AI Engine to obtain care management information, including use of the App, and that you have provided voluntary informed consent to the use of the AI Engine and provision of the App to you.

11.2 Your information will be used in accordance with the provisions of these Terms, the Privacy Policy, and applicable law. If your health care provider enrolled you in the App, the information collected from you may be given to your physicians and other health care personnel for the purposes of providing health care services and treatment. By agreeing to these Terms, you are consenting to and authorizing the use and disclosure of your information collected in connection with the App. Your permission for the use and/or disclosure of this information will be in effect until you withdraw your permission. You may withdraw your permission at any time by writing to us at info@ailahealth.com. If you withdraw your permission for the use and disclosure of your information, you can no longer use the App, and the collection, use, and disclosure of new information will stop. However, information that has already been collected may still be used and disclosed in accordance with applicable law.

11.3 We consider the security of your personal protected health data a top priority. We will never share any of your personally identifiable information without your expressed consent. We take reasonable precautions to protect personal data from loss, misuse and unauthorized access, disclosure, alteration and destruction.

By accepting these Terms and using the App, you agree to give consent to Aila Health Inc. to share your de-identified individual-level data with approved researchers and companies outside of Aila Health Inc.

De-identified means that we strip the data of information that could directly identify you (such as name, date of birth, and address) and connect any information you provide by using a random code (for example a study ID). Any Medical, Genetic & Self-Reported Information you provide to the App will be associated with that code, not with your name.

Based on the information you provide and allow us to share, Aila Health Inc. or our research collaborators may make new discoveries. In the future, those discoveries could lead to new commercial products or services (for example, new drugs, devices, or screening tests). If this happens, these products or services will be the property of Aila Health Inc. or the researchers who developed them and you will not receive any compensation. Research partners range from academic institutions and non-profit organizations to pharmaceutical and diagnostic companies. These research partners employ scientists who study many different health topics. Research partners must sign an agreement which describes what they can and can’t do with your de-identified data (for example, who can have access and what specific projects the data can be used for). We require strict data security measures which must be in place before we will release any data to them. The agreement also prohibits research collaborators from trying to identify you in any way or sharing your data outside the approved project. Aila Health Inc. will not share your Medical, Genetic & Self-Reported Information for marketing purposes with our collaborators.

Aila Health Inc. will own and retain all right, title and interest in and to:

(a) Software, all improvements, enhancements or modifications thereto;

(b) any software, applications, inventions or other technology developed in connection with data collected on the Aila Health app:

(c) For clarity, Aila Health Inc. owns all rights to Intellectual Property and inventions made by employees
or consultants of the Company. All software, mobile applications, machine learning systems or
algorithms developed by employees or consultants of the Company will be the sole intellectual property of the Company. Some of the Company’s services are implemented using machine learning systems designed to generate scores, statistics, calibrate data models, and improve algorithms while processing the data of the Company’s customers, including the user data. The non-public components of the services and the related
machine learning systems and algorithms are the confidential and intellectual property of the
Company and no part of this service is the property of the Customer; and

(d) all intellectual property rights related to any of the foregoing.

12. General

12.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our App. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our App. These changes will be effective immediately for new users of our App. Continued use of our App following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

12.2 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: C/O SkyDeck, 2150 Shattuck Ave., Penthouse, Suite 1300, Berkeley, California 94704-1347. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

(d) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(e) Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(i) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(l) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

(m) Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.

(n) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(o) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

(p) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Alameda County County, California, for such purpose

12.3 Export. The App may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from the Company, or any products utilizing such data, in violation of the United States export laws or regulations.

12.4 Disclosures. Company is located at the address in Section 10.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

12.5 Electronic Communications. The communications between you and Company use electronic means, whether you use the App or send us emails, or whether Company posts notices on the App or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

12.6 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the App. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

12.7 Copyright/Trademark Information. Copyright © 2021 Aila Health, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the App are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

12.8 Contact Information:

Aila Health, Inc.

Address:

1999 Harrison Street

FL 18, #5135

Oakland, California 94612

Telephone: 415-480-1640

Email: team@ailahealth.com