Our Terms and Conditions

Introduction

Prenuvo, Inc. (“Prenuvo”, “we”, “our” or “us”), a technology company that provides business, technological and administrative support to Prenuvo Medical Groups (as defined below), owns and operates the Prenuvo website (www.prenuvo.com) (the “Site”), the mobile application (“App”), (together, the App and Site, the “Platform”) including any content, products or services provided through the Platform or otherwise by Prenuvo. Inc. Prenuvo Medical Groups  provide MRI screening services and other medical services (“Medical Services”). The Platform and Medical Services together are referred to as “Services”.

These Terms and Conditions (“Terms”) are part of your contract with us and the Prenuvo Medical Groups for Medical Services. These terms also govern your use of the Platform and certain other services described in these Terms that are made available through the Platform. These terms apply to all our Services, unless expressly stated otherwise.

PLEASE READ THESE TERMS CAREFULLY BECAUSE THEY SET FORTH THE IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.YOU UNDERSTAND THAT BY CLICKING “I ACCEPT”, “I AGREE”, OR SIMILAR, OR, FOR THE PLATFORM, BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS, YOU MAY NOT USE THE SERVICES. THE TERMS ARE SUBJECT TO CHANGE AS PROVIDED IN SECTION 20.

1. Important Notices and Disclaimers

Your Relationship with Prenuvo. PRENUVO IS NOT A HEALTHCARE PROVIDER. Prenuvo provides business, technological, and administrative support services to Prenuvo’s affiliated professional entities, including but not limited to Prenuvo Radiology PA and Hercules Study PC, (collectively, “Prenuvo Medical Groups”) and the licensed providers who may provide healthcare services to you through the Prenuvo Medical Groups (individually a “Healthcare Provider” and collectively, “Healthcare Providers”). Always directly contact your regular healthcare provider with any questions regarding your personal health or medical conditions. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and your regular healthcare provider. You understand that by coordinating and consulting with the Prenuvo Medical Groups or their Healthcare Providers through the Services, you are not entering into a provider-patient relationship with Prenuvo.

EXCEPT FOR COMMUNICATIONS RELATED TO YOUR SPECIFIC HEALTH AND WELLNESS THAT YOU RECEIVE FROM THE PRENUVO MEDICAL GROUPS OR THEIR HEALTHCARE PROVIDERS, THE INFORMATION AND OTHER CONTENT AVAILABLE ON OR THROUGH THE SITE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. YOU SHOULD ALWAYS CONSULT WITH YOUR REGULAR HEALTHCARE PROVIDER OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL REGARDING QUESTIONS YOU HAVE ABOUT ANY MEDICAL CONDITION BEFORE MAKING HEALTH CARE DECISIONS.

THE SERVICES ARE NOT INTENDED FOR USE IN A MEDICAL EMERGENCY. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR LOCAL EMERGENCY CONTACT NUMBER (E.G., 9-1-1) IMMEDIATELY. NEVER DELAY IN SEEKING PROFESSIONAL MEDICAL ADVICE OR DISREGARD SUCH ADVICE BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE OR APP.

‍No Insurance Accepted; Notice of Your Financial Responsibility. The Prenuvo Medical Groups do not accept commercial health insurance plans, are not in-network with any commercial health insurance plans, and are not enrolled with federal or state healthcare programs, such as Medicare and Medicaid. By choosing to use the Services, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state healthcare program. Thus, you are solely responsible for the costs of any services or products provided to you. If you are a federal health program beneficiary, you agree that neither you, Prenuvo, or the Prenuvo Medical Groups will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Services. Please also see Section 6 below for additional terms applicable to your payment obligations.

2. Our Services

Medical Services of the Prenuvo Medical Groups are set out on our Site and include providing magnetic resonance imaging scans or other imaging, scans, or medical tests for screening and other assessments at Prenuvo Medical Group locations or third-party locations (“Locations”). Our Services may include administrative support in connection with scheduling, communications, and payment for healthcare services you receive from a Prenuvo Medical Group or a Location (either in-person or virtually).

3. Privacy

‍Please read our Privacy Policy, available at http://www.prenuvo.com/privacy, for information on our data collection, use and sharing policies and practices in connection with the Services.

4. Account Registration and Security

‍Before you are able to attend your appointment, you may be required to register for a Patient Account. This will be used to provide you with information about your Medical Services.

You agree to provide complete, accurate information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date. When you create your Patient Account, you will be asked to create a username and password, which you will be solely responsible for safeguarding. You agree not to disclose your username or password to any third party, and you agree to notify us immediately at legal@prenuvo.com if you suspect or become aware of any unauthorized use of your account.

You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your Patient Account, whether or not you have authorized such activities or actions. We will not be liable for any loss or damage arising from your failure to comply with these requirements. We reserve the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

5. Payment

You agree to pay all fees due for Services requested and pursuant to all payment terms presented to you when engaging in transactions. If you dispute any charges, you must notify Prenuvo in writing within sixty (60) days after the date that Prenuvo charges you. Prenuvo, in its sole discretion, may offer credits or refunds on a case-by-case basis, for example in the event of an error in the amount you were charged.

By providing a credit card or other payment method accepted by us (“Payment Method”), you are expressly agreeing that we are (or our service provider is) authorized to charge the Payment Method for the total amount due, together with any applicable taxes (collectively, as applicable, a “Purchase”). Credit and other payment card transactions are processed by a third-party payment processor, and you agree to comply with the payment terms of such third-party payment processor. Our current third-party payment processor is Stripe. You can review Stripe’s privacy policy at https://stripe.com/privacy.

You understand and agree that you are responsible for all fees due to receive Medical Services, including any fees we collect on behalf of the Prenuvo Medical Groups or Locations that provide services to you in connection with the Services. Any healthcare services not provided by us, a Prenuvo Medical Group, or a Location may not be included in the payments collected by Prenuvo and you may be separately charged by the applicable health care organization(s) and/or provider(s) for such services.

If the Payment Method cannot be verified, is invalid or is otherwise not acceptable, we will not be able to confirm your appointment. You must resolve any payment method problems before we proceed with confirming your appointment. If a payment is not successfully settled and you do not edit your Payment Method information or cancel your Purchase or account, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated.

‍Third-Party Financing. If you are approved for third-party financing for certain Services provided by Prenuvo Medical Groups or Locations, payment processing services for any fees owed by you will be provided by such third-party financing companies, which may include Affirm and their affiliates (“Finance Providers”). You will render payment via the applicable Financing Providers and in accordance with the terms and conditions of such Finance Provider’s terms and conditions, which are currently the Affirm Terms and Conditions located at https://www.affirm.com/terms. Please contact the applicable Payment Processor for more information. Any fees owed by you in connection with the Services will be processed by the Finance Providers. By agreeing to these Terms of Service or continuing to access or use the Service, you agree to be bound by the Payment Processor Terms as modified by such Payment Processor from time to time.

6. Prohibited Uses (Platform)

You may use the Platform only for lawful purposes and in accordance with these Terms.

You agree not to use the Platform:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that is offensive, harmful, infringing, obscene, defamatory, abusive, deceptive, untrue, misrepresentative or illegal.
• To transmit, or procure the sending of, any advertising or promotional material.
• To impersonate or attempt to impersonate Prenuvo, a Prenuvo employee, another user or any other person or entity.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Prenuvo or users of the Site or expose them to liability.

Additionally, you agree not to:

• Use the Platform in any manner that could disable, overburden, damage or impair the Services or interfere with any other party’s use of the Services.
• Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the Content or other material on the Platform.
• Use any manual process to monitor or copy any of the Content or material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Platform.
• Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Services.
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Platform.

7. Ownership and License to Use the Platform (Platform only)

Ownership. As between Prenuvo and you, Prenuvo is the sole and exclusive owner of all right, title and interest in and to the Platform and its content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel) (the “Services Content”), and any associated copyrights, patents, or other protected or unprotected intellectual property rights. You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Platform or Services Content except as permitted by these Terms or otherwise by Prenuvo expressly in writing. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Platform or Services Content shall be owned solely and exclusively by Prenuvo or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Platform or Services Content.Certain names, logos, and other materials displayed in and through the Platform may constitute trademarks, trade names, service marks or logos (“Marks”) of Prenuvo or its affiliates, including the Prenuvo Medical Groups. You are not authorized to use any such Marks without the express written permission of Prenuvo. Ownership of all such Marks and the goodwill associated therewith remains with us or our affiliates.

‍Your License. Subject to your compliance with these Terms, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Platform and Services Content solely for your personal and non-commercial use and only as permitted under these Terms. No other right, title, or interest in or to the Platform or Services Content is transferred to you, and all rights not expressly granted are reserved by Prenuvo or its licensors.

8. Consent to Electronic Communications

By providing us with your email address or telephone number, you consent to receive electronic communications from Prenuvo and the Affiliated Practices and Imaging Locations through the Services or otherwise (e.g., via email, text message, or by posting notices to the Services). These communications may include information from the Affiliated Practices or Imaging Locations, payment authorizations, password changes, and other transactional or administrative information. You agree that any notices, agreements, disclosures or other communications sent through the Services electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

‍SMS, Text and Instant Messaging

‍By opting in to receive text messages from us (the “Text Service”), you agree to these Text Messaging Terms and Conditions. Your participation in the Text Service is also subject to our Privacy Notice.

‍Providing Telephone Numbers and Duty to Notify: You verify that the mobile number provided to us is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. Should any of your contact information change, including ownership of your telephone numbers, you agree to immediately notify us before the change goes into effect by updating your contact information in your Patient Portal if you are a Prenuvo Patient emailing us at hello@prenuvo.com.

‍Your Consent to Receive Text Messages: You acknowledge that by providing your telephone number(s), you implicitly agree to receive text messages (such as SMS, MMS, or successor protocols or technologies) from us concerning Prenuvo Services you have purchased, also known as transactional messages. You can generally expect to receive 2-4 messages per week from us regarding your upcoming Prenuvo Scan, Reporting Status, Prenuvo Report release and patient experience follow up. Message and data rates may apply.

‍Opt In for Promotional Text Messages: If you have provided consent to receive sales, marketing or other promotional text messages, you explicitly agree to receive text messages (such as SMS, MMS, or successor protocols or technologies) from us regarding our products, Services, offers, and promotions. You understand that consent is not required to make any purchase from us. You can generally expect to receive up to 3 promotional messages per week from us. Message and data rates may apply.

‍Opt Out Instructions: Your consent to receive texts is completely voluntary. You may opt-out at any time. To opt out of text messages, reply STOP to any mobile message from us, or email privacy@prenuvo.com and specify that you want to opt out of text messages. You acknowledge and agree to accept a final text message confirming your opt-out.

‍How to Get Assistance: If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at 1-833-773-6886.

‍Indemnification: You agree to indemnify us for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act (TCPA), Canada Anti-Spam Legislation (CASL), the General Data Privacy Act (GDPR) or any federal, state or provincial law equivalents, including claims relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify us of any changes in your mobile telephone number. You agree to indemnify, defend and hold us harmless from and against any and all such claims, losses, liability, costs and expenses (including reasonable attorneys’ fees).

‍Participation Requirements: By participating in the Text Service, you acknowledge and agree that you are eighteen (18) years of age or older. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.

‍Miscellaneous: You warrant and represent to us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in these Terms or in the performance of such obligations will place you in breach of any other contract or obligation. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. We reserve the right to change these Terms from time to time. You acknowledge your responsibility to review these Terms from time to time and to be aware of any such changes. By continuing to participate in the Text Service after any such changes, you accept these Terms, as modified.

9. Use Content and Feedback (Platform only)

You represent, warrant, and agree that any data or information you submit on or through the Platform, whether by direct entry, submission, email or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions/feedback (collectively, “User Content”) does not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal, intellectual property rights or other proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material. You acknowledge, represent, and agree that User Content is submitted voluntarily and is not confidential or proprietary and that User Content does not establish a relationship between you and Us.

You hereby grant Prenuvo, our service providers, our successors and assigns, and the Prenuvo Medical Groups and its Healthcare Providers the fully transferable and sublicensable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties, including, as applicable and unless prohibited by law, to provide Platform to you, market Platform to you, conduct research or analyses of such data, operate our business, and design, develop, implement, modify and/or improve current or future features, products, and services. You represent and warrant that you have all the rights necessary to grant the rights in this Section 8 and that our use of User Content does not violate any law. You understand that any User Content you publish in public forums will be viewable and copyable by other users of the forum and potentially the public at large.

10. Consent to Electronic Communications

‍By providing us with your email address or telephone number, you consent to receive electronic communications from Prenuvo and the Prenuvo Medical Groups and Locations through the Services or otherwise (e.g., via email, text message, or by posting notices to the Services). These communications may include information from the Prenuvo Medical Groups or Locations in relation to Services, payment authorizations, password changes, and other transactional or administrative information. You agree that any notices, agreements, disclosures or other communications sent through the Services electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

11. Linked Services; Third Party Materials (Platform only)

‍The Platform may provide access to websites, information, products, services and other materials made available by third parties (“Third Party Materials”). We are not responsible for any Third Party Materials (including their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety, or any intellectual property rights contained in them). We do not have any obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) available through the Services at any time. The availability of any Third Party Materials through the Services is not an endorsement of them by Prenuvo, and it does not imply any affiliation with any provider of Third Party Materials. Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to the Third Party Materials (like their terms of service or privacy policies).

12. Termination (Platform only)

‍Prenuvo, in its sole discretion, may terminate or suspend your access to or use of the Platform without notice for any reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon termination, all provisions of these Terms in relation to Platform which by their nature should survive termination shall survive termination, including, without limitation, intellectual property provisions, warranty disclaimers, indemnity and limitations of liability.

13. No Representations or Warranties (Platform only)

YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRENUVO AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION THE PRENUVO MEDICAL GROUPS , AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE PLATFORM WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PRENUVO NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE PLATFORM. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE PLATFORM, PLATFORM CONTENT, AND USER CONTENT. FURTHERMORE, PRENUVO DOES NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND PRENUVO DISCLAIMS ANY LIABILITY RELATING THERETO.YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE PLATFORM ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION, OR YOUR RELIANCE ON ANY SUCH CONTENT, MATERIAL, AND/OR INFORMATION.

14. Limitation of Liability

PRENUVO AND ‍PRENUVO MEDICAL GROUPS OFFER PREVENTATIVE SCREENING SERVICE(S) NOT DIAGNOSTIC SERVICE(S). PRENUVO’S PREVENTATIVE EXAM IS NOT A SUBSTITUTE FOR DIAGNOSTIC SERVICES.

PRENUVO ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY OF YOUR USER CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN AND TO THE FULLEST EXTENT PERMITTED BY LAW, PRENUVO, INC. AND PRENUVO MEDICAL GROUP (INCLUDING, WITHOUT LIMITATION, THE HEALTHCARE PROVIDERS EMPLOYED OR CONTRACTED BY PRENUVO MEDICAL GROUP) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR LOST PROFIT DAMAGES (INCLUDING, FOR THE AVOIDANCE OF DOUBT, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PRENUVO, PRENUVO MEDICAL GROUP AND ITS HEALTHCARE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (A) YOUR USE OR THE INABILITY TO USE THE SERVICE; (B) YOUR PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) ANYTHING OCCURRING AT AN IMAGING LOCATION OR ANY COMMUNICATION OR CONDUCT WITH ANY PERSON AT OR ASSOCIATED WITH AN IMAGING LOCATION, OR ANY THIRD PARTY SERVICES; (E) ANY SERVICES PROVIDED BY A REFERRED HEALTHCARE OR MEDICAL PROVIDER; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE.

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PRENUVO, INC. AND PRENUVO MEDICAL GROUP (INCLUDING, WITHOUT LIMITATION, THE HEALTHCARE PROVIDERS EMPLOYED OR CONTRACTED BY PRENUVO MEDICAL GROUP) TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000).

THE FOREGOING LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY AND EVEN IF YOU OR PRENUVO, INC. AND PRENUVO MEDICAL GROUP (INCLUDING, WITHOUT LIMITATION, THE HEALTHCARE PROVIDERS EMPLOYED OR CONTRACTED BY PRENUVO MEDICAL GROUP) ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS; IF SO, THOSE LIMITATIONS DO NOT APPLY TO YOU. IF ANY PORTION OF THE FOREGOING LIMITATIONS IS HELD TO BE INVALID, SUCH INVALIDITY SHALL NOT AFFECT THE ENFORCEABILITY OF THE REMAINING TERMS SET FORTH HEREIN.

IF YOU ARE DISSATISFIED WITH PRENUVO, INC.’S AND PRENUVO MEDICAL GROUP’S (INCLUDING, WITHOUT LIMITATION, THE HEALTHCARE PROVIDERS EMPLOYED OR CONTRACTED BY PRENUVO MEDICAL GROUP) SERVICES IN ANY WAY OR MANNER OR UNWILLING TO AGREE TO THE FOREGOING LIMITATIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

YOUR AGREEMENT TO THE FOREGOING LIMITATIONS IS A FUNDAMENTAL AND MATERIAL TERM OF THE BARGAIN BETWEEN PRENUVO INC., PRENUVO MEDICAL GROUP (INCLUDING, WITHOUT LIMITATION, THE HEALTHCARE PROVIDERS EMPLOYED OR CONTRACTED BY PRENUVO MEDICAL GROUP) AND YOU.

15. Indemnification (Platform only)

‍You agree to defend, indemnify and hold Prenuvo, its affiliates, the Prenuvo Medical Groups, its subsidiaries, and all of their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from: (i) your use of the Platform, or your use of the Services Content or other materials or features available on the Platform, (ii) your User Content, (iii) your fraud, violation of law, negligence, or willful misconduct, or (iv) your breach of these Terms. Prenuvo reserves the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.

16. Governing Law; Venue; Governing Law

As used herein, the term “Medical Professional Services” means the medical, healthcare, professional, diagnostic, telehealth, and clinical services, activities, interpretations, decisions, readings, and consultations, and all other healthcare related services provided by Prenuvo Medical Group, including, without limitation, through Healthcare Providers.  

Except for actions seeking injunctive relief, any claim, dispute, or controversy, whether brought by or against you or Prenuvo, Inc., Prenuvo Medical Group, or any Healthcare Provider (whether in such Healthcare Provider’s individual or professional capacity), arising out of, relating to, or in connection with (i) the interpretation, performance, or breach of these Terms, (ii) the Medical Professional Services provided to you, including, without limitation, any claim against any Healthcare Providers or related to any Healthcare Providers performance of Medical Professional Services, or (iii) the relationship between or among Prenuvo, Prenuvo Medical Group, the Healthcare Providers, or any professional entity, shall be governed by, construed, and resolved exclusively in accordance with and under the substantive laws of the State of California, without regard to conflict-of-laws rules or principles (whether of California or any other jurisdiction) that might otherwise apply the law of any other jurisdiction.

This governing law provision applies to all Medical Professional Services performed by the Prenuvo Medical Group or its  Healthcare Providers, regardless of (i) the location, state or jurisdiction in which a professional entity is incorporated or a Healthcare Provider is licensed, (ii) the location, state or jurisdiction where the Medical Professional Services are performed, rendered or received, or (iii) your state of residence or domicile.

The parties expressly intend for California law to apply (1) because Prenuvo is headquartered in California and maintains core administrative functions and policies in California and (2) notwithstanding (a) the residence, domicile, or location of any party, (b) the place of execution or performance of these Terms, (c) the place where services are rendered or received, (d) the state of the Healthcare Provider’s professional licensure or medical practice location, (e) any contrary choice-of-law or conflict-of-law provision, or (f) any assertion that another state’s law or public policy should apply.

The parties acknowledge and agree that this choice of law provision is a material term of these Terms and that it is intended to be enforced notwithstanding any argument of unequal bargaining power, public policy, or statutory conflict, including any assertion that the law of the state where medical services are performed or where a Healthcare Provider is licensed should govern, to the maximum extent permitted by applicable law. If any portion of this Section is found unenforceable, the remaining provisions shall remain in full force and effect, and California law shall still govern to the greatest extent possible.

Venue. Unless you and Prenuvo, Prenuvo Medical Group and its Healthcare Providers agree otherwise, to the maximum extent permitted by applicable law, the state and federal courts in Los Angeles, California will have exclusive jurisdiction over any dispute that is not subject to arbitration. You and Prenuvo, Prenuvo Medical Group and its Healthcare Providers consent to the exclusive jurisdiction of these courts for any dispute that is not subject to arbitration and waive any objections as to: (1) personal jurisdiction or (2) the laying of venue in such courts because of inconvenient forum or any other basis or right to seek to transfer or change venue of any such action to another court.

17. Severability

‍All parts of these Terms apply to the maximum extent permitted by law. You and Prenuvo agree that if either party cannot enforce any part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part that cannot be enforced, to the fullest extent permitted by law. The invalidity of part of these terms will not affect the validity and enforceability of the remaining provisions.

18. Note to International Users (Platform only)

‍The Platform are controlled by Prenuvo, which is located in the United States of America. We make no representation that the Services or Content are appropriate or available for use in locations outside of the United States. Accessing the Platform from territories where such content, information or other materials are illegal is prohibited. Those who choose to access our Site from locations outside of the United States do so on their own initiative and are responsible for compliance with local laws.

19. Changes to the Terms for Services

The Services are continually under development, and Prenuvo reserves the right to review or remove any part of these Terms in its sole discretion at any time and without prior notice to you. You should check the Terms from time to time when you use the Services to determine if any changes have been made. Any changes to these Terms are effective upon posting to the Services, unless applicable law requires us to provide additional notice or take other actions before such changes can become effective. If you disagree with these Terms, your sole and exclusive remedy is to discontinue your use of the Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

You acknowledge and agree that: (1) all or any part of the Platform may not be accessible at any time, for any period, or for any reason; and (2) Prenuvo will not be liable if for any reason all or any part of the Platform are unavailable at any time or for any period. Prenuvo reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Platform or any portion thereof, with or without notice. You agree that Prenuvo shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.

20. Notice Regarding Apple (Platform only)

‍This Section only applies to the extent you are using the App on an iOS device. You acknowledge that these Terms are between you and Prenuvo only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the Content or any other content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

21. Notice Regarding Google (Platform only)

‍The following applies to the extent you acquire the App from the Google Play Store: (i) you acknowledge that these Terms of Service are between you and Prenuvo only, and not with Google, Inc. (“Google”); (ii) your use of the App must comply with Google’s then-current Google Play Terms of Service; (iii) Google is only a provider of Google Play where you obtained the App; (iv) Prenuvo, and not Google, is solely responsible for the App; (v) Google has no obligation or liability to you with respect to the App or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to the App.

22. Miscellaneous Terms

No waiver. No waiver by Prenuvo of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Prenuvo to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

‍No agency relationship. Neither these Terms, nor any Services Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

‍Remedies. You agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

‍Assignment. You may not assign any of your rights under these Terms, and any such attempt will be null and void. Prenuvo and its affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms if some or all of the business of Prenuvo is transferred to another entity by way of merger, sale of its assets, or otherwise.

‍Notice for California Users. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This release includes the criminal acts of others.

‍Notice for New York and New Jersey Users: Patients residing in New York and New Jersey have the right under their respective state patient billing laws to request an itemized price list from Prenuvo for their laboratory tests.

‍Headings. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.

Entire Agreement. This is the entire agreement between you and Prenuvo relating to the subject matter herein and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with Prenuvo.

23. Contact

If you have questions or comments about these Terms, please contact us by sending correspondence to 2727 El Camino Real, Redwood City, California, USA, 90025 or send us an email at legal@prenuvo.com.

Biding Agreement to Arbitration; Waiver of Jury Trial & Class Actions.

You, Prenuvo, Inc. and Prenuvo Medical Group agree that:

• except as set forth in the “Exceptions” Section below, any dispute, claim, or disagreement arising out of or relating in any way to the Consent, Terms, Medical Professional Services, the Platform, or our relationship, and regardless of whether based in contract, tort, statute, regulation, ordinance, fraud, misrepresentation, common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory (collectively, “Disputes”) will be resolved exclusively through binding arbitration.
• our agreement to arbitrate Disputes survives the termination of any contract, agreements, terms or our relationship, and applies equally to claims brought by either party, whether against the other party, its affiliates, employees, or agents. This means that any Disputes asserted by you against Prenuvo, Prenuvo Medical Group, Healthcare Providers, or any professional entity shall be resolved exclusively through binding arbitration.
• any dispute, claim, or disagreement arising out of or relating in any way to the interpretation or application of this binding arbitration agreement, including any disputes about the enforceability, revocability, scope or validity of this binding arbitration agreement or the arbitrability of any Dispute, will be resolved by the arbitrator, not a court. For the avoidance of doubt, you, Prenuvo, Inc. and Prenuvo Medical Group acknowledge and agree that the arbitrator shall have exclusive authority to resolve all disputes regarding the scope, interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this agreement is void or voidable.

‍Exceptions.

Although we are agreeing to arbitrate most disputes between us, nothing set forth herein will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court in the county in which you reside; (b) file suit in a court of law to address an intellectual property infringement claim; or (c) seek injunctive relief in a court of law in a state or federal court in Los Angeles, California.

Arbitration Procedure.

You, Prenuvo, Inc. and Prenuvo Medical Group agree that:

• arbitration under this arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) subject to AAA’s Consumer Arbitration Rules then in effect (collectively, “AAA Rules”) except as modified herein. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Prenuvo.
• these Terms evidence a transaction involving interstate commerce and notwithstanding any other provision with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and federal arbitration law (not state arbitration law) will govern any proceedings regarding enforcement of this arbitration agreement;
• any applicable limitations periods (including statutes of limitations) shall apply in arbitration like in court;
• any arbitral award issued pursuant to this arbitration agreement shall have no preclusive effect in any other proceeding involving other Prenuvo Inc. or Prenuvo Medical Group consumers;
• to work together in good faith to ensure that arbitration remains efficient and cost-effective for all parties;
• the arbitrator shall have the authority to award sanctions against parties and their counsel consistent with the standard set forth in Federal Rule of Civil Procedure 11;
• any arbitration hearing will take place in the county of your residence, as determined by your billing address (or another location mutually agreed by the parties) unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county of your residence, as determined by your billing address;
• during the arbitration, the amount of any settlement offer made by you or Prenuvo Inc. or Prenuvo Medical Group must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any;
• regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based;
• except as provided in the “No Class Actions” Section below, the arbitrator may award any relief that would be available if the claims had been brought in a court of competent jurisdiction;
• the arbitrator’s award shall be final and binding on all parties, and judgment on the award may be entered in any court having jurisdiction.

‍Commencing Arbitration.

Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Prenuvo’s and Prenuvo Medical Group’s address for Notice of Arbitration is: 12100 Wilshire Boulevard, Suite 150, Los Angeles CA 90025. A copy of all Notices of Arbitration must also be sent to Prenuvo via email to legal@prenuvo.com.

The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). You, Prenuvo Inc. and Prenuvo Medical Group agree to make good faith efforts to resolve the Demand directly, but if we do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, you Prenuvo, or Prenuvo Medical Group may commence an arbitration proceeding.

If you commence arbitration in accordance with these Terms, Prenuvo Inc. or Prenuvo Medical Group will reimburse you for your payment of the filing fee, unless your Demand is for more than US$10,000 or if Prenuvo or Prenuvo Medical Group has received twenty-five (25) or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. Prenuvo Inc. or Prenuvo Medical Group shall bear all arbitration costs and arbitrator’s fees for claims up to US$10,000, except that each party shall bear its own attorneys’ fees unless otherwise required by applicable law.

Attorneys’ Fees and Costs. Each party shall bear its own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you, Prenuvo Inc. or Prenuvo Medical Group need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. Confidentiality. The parties agree that any and all information exchanged between us in an arbitration shall be used solely and exclusively for that arbitration. You, Prenuvo Inc. and Prenuvo Medical Group agree that we may not, for example, use information obtained in one arbitration proceeding in another arbitration proceeding. You, Prenuvo Inc. and Prenuvo Medical Group also agree to keep any information exchanged between us in any arbitration proceeding confidential between us, our attorneys, and the arbitrator. To the extent additional persons require access to information exchanged for purposes of the arbitration, You, Prenuvo Inc. and Prenuvo Medical Group agree to negotiate in good faith for the entry of a protective order that will impose similar confidentiality obligations.

‍No Class Actions.

YOU, PRENUVO INC., AND PRENUVO MEDICAL GROUP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You, Prenuvo, and Prenuvo Medica Group agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. You, Prenuvo, and Prenuvo Medical Group further agree that the FAA and applicable U.S. Supreme Court precedent prohibit class or representative arbitration unless both parties expressly agree otherwise in writing.

Limited Time to Deliver Notice of Arbitration.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU, PRENUVO INC., OR PRENUVO MEDICAL GROUP WANTS TO ASSERT A DISPUTE AGAINST THE OTHER THAT IS SUBJECT TO ARBITRATION PURSUANT TO THESE TERMS, THEN YOU, PRENUVO INC., OR PRENUVO MEDICAL GROUP MUST COMMENCE SUCH DISPUTE BY DELIVERY OF A NOTICE OF ARBITRATION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.

Severability. All parts of this Arbitration Agreement apply to the maximum extent permitted by law. You, Prenuvo Inc. and Prenuvo Medical Group agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the fullest extent permitted by law. The invalidity of part of these terms will not affect the validity and enforceability of the remaining provisions. However, if the prohibition on class or representative arbitration is deemed unenforceable, then the entirety of this arbitration agreement shall be null and void. The Section headings are for convenience only and do not have any force or effect.