The following terms and conditions (this “Agreement”) govern the access and use of the communication service, known as StreamMDTM (the “Company Service”), offered by StreamMD, LLC, a New York limited liability company (“Company”). The Company Service is for use by physicians and other healthcare professionals who subscribe to the Company Service (each, a “Subscriber”) and by patients under the care of that Subscriber (“Authorized Users”). For Subscribers, this Agreement also includes the Order Form pursuant to which the Subscriber became a subscriber to the Company Service.

The subscription to the Company Service pursuant to this Agreement is a free trial subscription, to enable Subscriber and his or her Authorized Users to use, test, and evaluate the Company Service. After conclusion of the trial subscription, if Subscriber wishes to continue to use the Company Service, Subscriber and his or her Authorized Users will be required to agree to new Company Service terms and conditions specified by the Company to govern such use.

1. COMPANY SERVICE

1.1 Subject to the terms and conditions of this Agreement, during the Subscription Term (as defined below) (1) Subscriber, and each of the Subscriber’s Authorized Users, may access and use the Company Service and the Company App (as defined below) to enable communications, via the Company App, between the Subscriber and the Subscriber’s Authorized Users; and (2) Company will provide the Company Service in accordance with and subject to the terms and conditions of this Agreement.

2. AUTHORIZED USERS

2.1 Subscriber will designate the Authorized Users with which Subscriber will communicate via the Company App and the Company Service. By designating an individual as an Authorized User, Subscriber represents that such individual is a patient under the care of Subscriber, and Subscriber agrees not to give access to the Company App or Company Service to persons other than such patients. By downloading and using the Company App, and using the Company Service, each Authorized User represents that he or she is a patient under the care of the Subscriber and agrees to be bound by this Agreement.

2.2 Subscriber will provide each Authorized User with Subscriber’s access code and login credentials, designated by Company, that will permit the Subscriber and such Authorized User to use and be connected via the Company App. Login credentials are for the named individual only and cannot be shared or used by more than one person. Subscriber and Authorized Users are responsible for the security of the Subscriber’s access code and Authorized Users’ login credentials. Subscriber or the applicable Authorized User shall be responsible for any unauthorized use of Subscriber’s access code and/or an Authorized User’s login credentials caused or enabled by the acts or omissions of Subscriber or such Authorized User.

2.3 Subscriber may add Authorized Users at any time, or delete Authorized Users at any time, by following the procedure in the Company App. Subscriber, and Authorized Users, may access the Company Service from a reasonable number of compatible devices, but no more than from one device at any time.

2.4 Subscriber and each Authorized User agree to access and use the Company Service only for the purposes of communicating with one another in accordance with the terms and conditions of this Agreement.

3. USE OF THE COMPANY SERVICE

3.1 In order to use the Company Service, Subscriber and each Authorized User may download the Company mobile device application and the client software application (the “Company App”) from the applicable app store or the Company website (as applicable) and install it on each device on which the Company Service will be used. Subscriber and each Authorized User agree to use the most recent version of the Company App (when Company releases an update or a new version). Use of any subsequent versions of the Company App may be subject to additional license terms. Subscriber and Authorized Users will only allow the installation the Company App on compatible devices that are supported by Company. Neither Subscriber nor his or her Authorized Users may modify, alter, decompile or reverse engineer the Company App.

3.2 Subscriber, and each Authorized User, agree not to: (1) use the Company Service or the Company App other than as authorized in this Agreement; (2) resell, sublicense, or otherwise make the Company Service or the Company App available to any third party; (3) use the Company Service or the Company App either directly or indirectly to support any activity that is illegal or that violates the proprietary rights of others; (4) interfere with or disrupt the integrity or performance of the Company Service or the Company App or any websites or web-based applications; (5) deactivate, impair, or circumvent any security or authentication measures of the Company Service or the Company App or any websites or web-based applications; (6) access the Company Service or the Company App for purposes of monitoring its performance or functionality; or (7) authorize any third parties to do any of the above.

3.3 Subscriber and Authorized Users shall not use the Company Service or the Company App in any unlawful manner, for any unlawful purpose. Without limiting the foregoing, Subscriber and Authorized Users may not use the Company Service to disseminate, use or in any way facilitate the use of material non-public information in any way that could violate any applicable laws, including laws restricting the purchase and sale of securities. Subscriber and Authorized Users represent and warrant that they are aware of the restrictions imposed by United States securities laws, including but not limited to the restrictions on the purchase and sale of securities which prohibits, among other things, trading with knowledge of possession of non-public information that insiders of an issuer have disclosed in breach of their duty of confidentiality.

4. LICENSED DATA & REPORTS; CUSTOMER DATA & SECURITY

4.1 Communications to and from Subscriber and Authorized users, via the Company Service, are referred to in this Agreement as “Communications.” The sender of a Communication (Subscriber or an Authorized User, as the case may be, referred to in this Agreement as the “Sender”) shall be solely responsible for obtaining any necessary third-party rights and licenses to copy and distribute the Communications. Company assumes no responsibility of any nature for the contents of any Communications. Company may access and use the Communications during the term of this Agreement as necessary to provide the Company Service to Subscriber and Authorized Users. Each Sender represents and warrants that (1) it has, and will continue to have, during the term of this Agreement, the legal right and authority to copy, transmit and disclose the applicable Communications; and (2) Company’s use of any such Communications in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between the Sender and any third party.

4.2 Company will maintain (and will require its third party service providers to maintain) reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of the Communications, in accordance with applicable industry standards. Communications are encrypted during transmission, and the contents of the Communications are not accessible in human-readable form until received by the designated recipient.

4.3 Company will follow its standard archival procedures for Communications. In the event of any loss or corruption of Communications, Company will use its commercially reasonable efforts to restore the lost or corrupted Communications from the latest backup of such Communications maintained by Company in accordance with its standard archival procedure. Company shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Communications caused by any third party. COMPANY’S EFFORTS TO RESTORE LOST OR CORRUPTED COMMUNICATIONS PURSUANT TO THIS Section 4.3 SHALL CONSTITUTE COMPANY’S SOLE LIABILITY AND THE SOLE AND EXCLUSIVE REMEDY OF SUBSCRIBER AND ITS AUTHORIZED USERS IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA.

5. CONFIDENTIALITY

Company on the one hand, and Subscriber and his or her Authorized Users on the other hand, understand that the other party may need to disclose certain non-public information relating to the disclosing party or its business that is marked or identified as “confidential” at the time of disclosure, or that is of any nature described in this Agreement as confidential (“Confidential Information”) in connection with the use and/or performance of the Company Service. Communications are the Confidential Information of the Sender. Company Confidential Information includes, without limitation, the Company Service and the Company App (whether in source or executable code), documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Company Service or the Company App. The receiving party agrees to take reasonable precautions to protect such Confidential Information, not to use such Confidential Information except as authorized or as necessary to perform its obligations under this Agreement and to not disclose (without the disclosing party’s prior authorization) to any third person any such Confidential Information (other than on a need to know basis to the receiving party’s employees, consultants and service providers who are subject to confidentiality obligations that are at least as protective of the disclosing party’s Confidential Information as this Agreement). Confidential Information does not include any information that the receiving party can show: (1) through no fault of the receiving party, is or becomes generally available to the public, or (2) was in its possession or was known prior to receipt from the disclosing party, or (3) was rightfully disclosed to it without restriction by a third party, or (4) was independently developed without use of any Confidential Information of the disclosing party. The receiving party may disclose Confidential Information if the disclosure is necessary to comply with a valid court order or subpoena (in which case the receiving party will, unless prohibited by law or legal process, promptly notify the disclosing party and cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed).

6. SUBSCRIPTION FEES

6.1 No fees will be payable by Subscriber or Authorized Users in connection with their use of the Company Service during the term of the trial subscription pursuant to this Agreement. After conclusion of the trial subscription, if Subscriber wishes to continue to use the Company Service, Subscriber and his or her Authorized Users will be required to agree to new Company Service terms and conditions specified by the Company to govern such use, which may require payment of fees for the ongoing use of the Company Service.

7. SUBSCRIPTION TERM AND RENEWAL; TERMINATION

7.1 Unless otherwise set forth in the applicable Order Form, the term of Subscriber’s subscription to use the Company Service (the “Subscription Term”) will continue until the Subscription Term is terminated by Subscriber or Company. Either Subscriber or Company may terminate the Subscription Term at any time, with or without cause, upon notice to the other.

7.2 Without limiting other available remedies, Company reserves the right to suspend or disable Subscriber’s and its Authorized Users’ access to the Company Service, without liability, if Company determines (in its discretion) that: (1) Subscriber’s or any of its Authorized Users’ use of the Company Service disrupts, harms, or poses a security risk to Company or to any other customer, or may cause harm to Company’s systems, the Company Service or any third party service provider; or (2) Subscriber or any of its Authorized Users has used, or is using, the Company Service in breach of this Agreement (including any use of the Company Service for fraudulent or illegal activities).

7.3 Upon any termination of this Agreement, the rights of Subscriber and his or her Authorized Users to access and use the Company Service will automatically terminate. Company will have no liability for any costs, losses, damages, or liabilities arising out of or related to Company’s exercise of its termination rights under this Agreement. The obligations and provisions of Sections 3.2, 3.3, 4.1, 5, 7.3, 8 and Sections 10 through 12 will survive any expiration or termination of this Agreement, as well as any other obligations or disclaimers of a continuing nature.

8. OWNERSHIP RIGHTS

8.1 Company and its licensors own all worldwide right, title and interest in and to the Company Service and the Company App, including all worldwide intellectual property rights therein (collectively, the “Company IP”). As between the parties, the Sender owns all Communications. This Agreement does not convey any proprietary interest in or to any Company IP or any Communications or rights of entitlement to the use thereof except as expressly set forth herein. Subscriber grants Company the right to use his or her name (and any corresponding trademark or logo) on Company’s website and marketing materials to identify Subscriber as a customer; provided, however, that any such use must be pre-approved by Subscriber, which will not be unreasonably withheld or delayed.

8.2 If Subscriber or any Authorized User provides any ideas, suggestions, or recommendations regarding the Company Service or the Company App (“Feedback”) Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, Subscriber and Authorized Users grant Company a worldwide, perpetual, irrevocable, fully-paid and royalty-free license to use and exploit in any manner such Feedback.

8.3 Company may collect anonymous usage data with respect to the use and performance of the Company Service (“Usage Data”). Company uses Usage Data for internal business purposes, such as improving, testing and providing the Company Service and developing additional services. Company may disclose Usage Data in aggregate form (e.g., data aggregated from all customers’ use of the Company Service, but does not identify Subscriber or any Authorized User) for promotion, statistical analysis, market analysis, financial analysis, and other such purposes.

9. SUPPORT AND MAINTENANCE

9.1 Company will provide Subscriber and his or her Authorized Users with technical support services relating to the use and operation of the Company Service and Company App, by email. Support requests will be responded to as promptly as practicable, during the Company’s normal business hours. Subscriber and his or her Authorized Users may report errors in the operation of the Company Service or Company App by email. The Company will use commercially reasonable efforts to correct errors in the operation of the Company Service or Company App as promptly as practicable.

9.2 Company will provide Subscriber and his or her Authorized Users with any updates to the Company Service or Company App that the Company may release from time to time to its customers generally, to correct errors, or to improve or enhance the Company Service. There will be no fees for the use of any such updates during the Subscription Term provided for in this Agreement.

9.3 Subscriber’s sole and exclusive remedy for any breach of the covenants set forth in this Sections 9 above will be to terminate this Agreement.

10. RESTRICTIONS ON USE; DISCLAIM OF WARRANTIES

10.1 Subscriber and each Authorized User acknowledge that there may be occasional failures or delays in the delivery or receipt of Communications that are properly sent via the Company Service and Company App. In addition, the functioning of the Company Service and Company App are dependent upon a number of factors outside the control of Company including, without limitation, the operation of third party hardware and network services. Therefore, Subscriber and each Authorized User acknowledge and agree that the Company Service and Company App are not intended to be used to send or receive critical or emergency communications, or any other communications where the failure to receive the communication accurately or on a timely basis may lead to adverse health outcomes, injury, or death. Subscriber and each Authorized User agree not to use the Company Service or Company App for such purposes. The Company Service and Company App are designed to be used solely for non-critical communications, as a supplement to, and not as a substitute for, real-time communications, in-person communications, and physical examinations.

10.2 Subscriber and his or her Authorized Users assume sole responsibility and liability for results obtained from the use of the Company Service and the Company App and for any conclusions drawn from such use. Company shall have no liability for any claims, losses, or damage caused by Communications or any actions taken by Subscribers or Authorized Users based upon the Communications. Company shall have no liability for any claims, losses or damages arising out of or in connection with Subscriber’s or any Authorized User’s use of any third-party products, services, software or web sites that are accessed via links from within the Company Service or the Company App. THE COMPANY SERVICE AND COMPANY APP ARE BETA VERSIONS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE COMPANY SERVICE OR THE COMPANY APP. WITHOUT LIMITING THE FOREGOING, COMPANY DISCLAIMS ANY WARRANTY THAT THE COMPANY SERVICE OR THE COMPANY APP WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE COMPANY SERVICE OR THE COMPANY APP AS TO MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR ELSEWHERE SHALL CREATE ANY WARRANTY ON THE PART OF COMPANY.

11. LIMITATION OF LIABILITY

11.1 IN NO EVENT WILL COMPANY AND ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE COMPANY SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE COMPANY SERVICE, OR FOR ANY INFORMATION OR DATA TRANSMITTED OR OBTAINED FROM OR THROUGH THE COMPANY SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, AND WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL THE TOTAL LIABILITY OF COMPANY AND ITS LICENSORS EXCEED ONE HUNDRED DOLLARS ($100.00). THESE LIMITATIONS ARE INTENDED TO APPLY EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

12. INDEMNIFICATION

12.1 Company will: (1) defend Subscriber and each Authorized User against any third party suit, claim, action or demand (a “Claim”) alleging that the Company Service or the Company App infringes any copyright or trademark or misappropriates a trade secret of a third party; and (2) indemnify and hold Subscriber harmless from any final award of damages or settlement amount arising in connection with any such Claim. In the event that Company’s right to provide the Company Service is enjoined or in Company’s reasonable opinion is likely to be enjoined, Company may obtain the right to continue providing the Company Service, replace or modify the Company Service so that they become non-infringing, or, if such remedies are not available on commercially reasonable terms, terminate this Agreement without liability. THE FOREGOING STATES THE ENTIRE OBLIGATION OF COMPANY AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE COMPANY SERVICE OR THE COMPANY APP. Company shall have no liability under this Section 12.1 to the extent that any third-party claims described herein are based on use of the Company Service in a manner that violates this Agreement or the instructions given by Company.

12.2 Subscriber will: (1) defend Company, its officers, directors and employees against any Claim arising out of or related to (a) any illness, injury, damage or loss resulting from Subscriber’s or an Authorized User’s use of the Company Service (other than any claim for which Company is responsible under Section 12.1), (b) use of the Company Service by Subscriber or his or her Authorized Users in a manner that violates this Agreement, or (c) Company’s use of the Communications in accordance with this Agreement; and (2) indemnify and hold Company harmless from any final award of damages or settlement amount arising in connection with any such Claim.

12.3 The foregoing indemnity obligations are conditioned on the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, the indemnified party giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense.

13. GENERAL

13.1 The parties are independent contractors, and no branch or agency, partnership, association, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

13.2 This Agreement is governed by and construed in accordance with the laws of the State of New York, as if performed wholly within the state and without giving effect to the principles of conflict of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New York, New York and the parties hereby consent to personal jurisdiction and venue therein. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

13.3 Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent. Notwithstanding the foregoing, Company, in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, may assign this Agreement in its entirety to such successor without the other party’s consent. Any attempt to assign this Agreement other than as permitted above will be null and void.

13.4 Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

13.5 All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section.

13.6 This Agreement constitutes the complete and exclusive understanding and agreement among the parties regarding this subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to this subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the party or parties affected by such amendment.