What is this document?

These Terms of Use ("Terms" or "TOU") is an agreement between you and MedReach365. ("MedReach365"). It describes the rules you agree to follow when using our mobile applications and website(s) (the "Apps"), including when you view or input content on or into the Apps.

The MedReach365 Privacy Statement and Cookie Policy govern all privacy and data use related to our Apps. These are separate documents, but are incorporated into this TOU, and you should read them.

These Terms of Use apply to your use of MedReach365 as a Medical Expert. Members and patients participating on MedReach365 are subject to different guidelines and terms, referenced below (which can be found here). If you are viewing these Terms of Use for Medical Experts in error and you are a patient or a member, please review and accept the Terms of Use for Users.

Definitions

To make this document shorter and clearer, we've included some definitions:

• "MedReach365" or the "Apps" means https://www.medreach365.com and related web sites and MedReach365's mobile applications (including MedReach365, MedReach365 for Doctors, and any other Apps we offer).
• "Content" means text, graphics, images, and any other material entered, processed, contained on or accessed through the Apps, including Content created, modified, or submitted by Medical Experts.
• "Services" means services provided through the Apps.
• "Premium Services" means paid services provided through the Apps.
• "Medical Expert" means a medical specialist or professional accepted to participate on or through the Apps.
• "Virtual Consult" means a consultation between a Medical Expert and a patient on the Apps.

Introduction

MedReach365 Services.

MedReach365 connects individuals with doctors and trusted health information. MedReach365 offers standard (free) and premium (paid) services, available through the same Apps.

MedReach365 standard services encompass health information and not healthcare. MedReach365 Premium Services may be used for healthcare via virtual doctor consults.

These Terms of Use are an Agreement.

Generally, this agreement governs your use of the Apps. Other terms may apply to your use of a specific feature. If there is a conflict between this TOU and terms posted for a specific feature, the latter terms apply to your use of that feature or part.

THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. BY ACCEPTING THESE TERMS, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. SEE ARBITRATION AGREEMENT.

We May Update this Agreement.

These Terms of Use may change on a going-forward basis at any time upon 7 days' notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. If you do not agree to all of these Terms of Use, please do not use MedReach365.

MedReach365 Medical Experts

Independence of MedReach365 Medical Experts.

MedReach365 Medical Experts, professionals, and specialists utilizing or featured on MedReach365 are not employees or independent contractor service providers of MedReach365. Any opinions, advice, or information expressed by any such individuals are those of the individual and the individual alone, and they do not reflect the opinions of MedReach365. MedReach365 does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on MedReach365 or by a licensee of MedReach365. (Medical Experts on MedReach365 Premium Services are independent contractors of separate professional corporations.)

The inclusion of Medical Experts, professionals, and specialists on MedReach365 or in any professional directory on MedReach365 does not imply MedReach365's recommendation or endorsement of such professional nor is such information intended as a tool for verifying the credentials, qualifications, or abilities of any professional. SUCH INFORMATION IS PROVIDED ON AN "AS-IS" BASIS AND HEALTHTAP DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HEALTHTAP SHALL IN NO EVENT BE LIABLE TO YOU OR TO ANYONE FOR ANY DECISION MADE OR ACTION TAKEN BY ANY PARTY (INCLUDING, WITHOUT LIMITATION, ANY USER) IN RELIANCE ON INFORMATION ABOUT MEDICAL EXPERTS, PROFESSIONALS, AND SPECIALISTS ON MEDREACH365. The use of MedReach365 by any entity or individual to verify the credentials of professionals or specialists is prohibited.

All opinions and statements expressed by MedReach365 Medical Experts on or through MedReach365 are solely the individual, independent opinions and statements of such individuals and do not reflect the opinions of MedReach365, its affiliates, or any other organizations or institutions to which such MedReach365 Medical Expert or such specialist or professional is affiliated with or provides services through.

�Account and Your Use of MedReach365

You are responsible for your account. Keep your password and real name private.

Accurate and complete registration information is required to use MedReach365. You are solely responsible for the security of your passwords and for any use of your account, including any access to personal information in your account. If you suspect unauthorized use of your account, change your password immediately. Allowing any other person or entity to use your identity for posting on or using MedReach365 is not permitted.

We reserve the right to revoke or deactivate your username and password at any time. You may terminate your account and these Terms at any time by contacting us via mail or phone.

You must be an adult to use MedReach365.

You must be at least 18 years old to use MedReach365.

Your use must be legal and appropriate.

Your use of MedReach365 and any Content and Services must comply with all applicable federal and state laws, regulations, and ordinances. You may not access our networks, computers, or the Content and Services in any manner that could damage, disable, overburden, or impair them, or interfere with any other person's use and enjoyment. You may not attempt to gain unauthorized access to any Content or Services, other accounts, computer systems, or networks connected to MedReach365, the Content, or Services. You may not use any automated means (such as a scraper) to access MedReach365, the Content, or Services. Unauthorized access includes using credentials to access MedReach365. Any attempt by any individual or entity to solicit login information of any other user or MedReach365 Medical Expert, or to access any such account, is an express and direct violation of these Terms and of applicable law, including relevant privacy and security laws and laws prohibiting unfair or unethical business practices.

We maintain guidelines and a code of conduct for both Premium Services users and Medical Experts who use MedReach365. By using our services, including MedReach365 Premium Services, you agree to abide by our Guidelines.

We'll send you notices and information.

For more details about when and how we can communicate with you, please consult our Privacy Statement.

You agree to arbitration.

Most concerns or disputes can be resolved quickly by visiting the customer service help center via our mail hello@medreach365.com or via phone contact.. In the unlikely event that we are unable to resolve a legitimate legal complaint, you agree to resolve those disputes through binding arbitration or small claims instead of in courts of general jurisdiction. By using our Services, you agree to arbitrate any disputes with us under the terms of our Arbitration Agreement.

Content and Services

MedReach365 does not guarantee the accuracy of Third Party Content.

MedReach365 has no editorial control over or responsibility for Content provided by third parties. Any opinions, statements, products, services, or other information expressed or made available by third parties (including Medical Experts) or users on MedReach365 are those of such third parties or users. MedReach365 does not have any obligation to monitor such third party Content. We make no representations about the accuracy or reliability of any opinion, statement, or other information provided by any third party, and we do not represent or warrant that your use of the Content displayed or referenced on MedReach365 will not infringe the rights of third parties not owned by or affiliated with MedReach365.

MedReach365 may not be used for illegal purposes.

The Content and Services may not be used for any illegal purpose. You may not access our networks, computers, or the Content and Services in any manner that could damage, disable, overburden, or impair them, or interfere with any other person's use and enjoyment. You may not attempt to gain unauthorized access to any Content or Services, other accounts, computer systems, or networks connected to MedReach365, the Content, or Services. You may not use any automated means (such as a scraper) to access MedReach365, the Content, or Services for any purpose. Such unauthorized access includes, but is not limited to, using another person's login credentials to access MedReach365. Any attempt by any individual or entity to solicit login information of any other user or MedReach365 Medical Expert or to access any such account is an express and direct violation of these Terms of Use and of applicable law, including relevant privacy and security laws and laws prohibiting unfair or unethical business practices.

MedReach365 does not make recommendations or endorsements.

We do not recommend or endorse any specific Content, Services, tests, doctors, products, procedures, opinions, or other information that may be mentioned on MedReach365. Reliance on MedReach365 Content or Services is solely at your own risk. Some Content and Services, including posts by Medical Experts, may be or have been provided by third parties directly and are not reviewed or certified by MedReach365. We cannot guarantee that the Content and Services will help you achieve any specific goals or results. Content regarding dietary supplements or other treatments or regimens has not been evaluated by the National Agency for Food, Drug and� Administrative council and is not intended to diagnose, treat, cure, or prevent any disease.

We are not responsible for anything outside of MedReach365.

The Apps may contain links to other apps, web sites, information, software, data, or other content, online or offline ("External Content and Services"). Such External Content and Services and related information are outside of our control. We do not control, endorse, verify the truth or accuracy of, or review content outside of MedReach365, and we are not responsible for such content. We do not warrant, nor are we in any way responsible for, information, software, data, or privacy policies related or pertaining to External Content and Services.

MedReach365 may communicate with you via email, SMS, text and mobile push notification.

When you install our app on your mobile device, you may agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device's "settings" page.

We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

MedReach365 and those acting on our behalf may send you text (SMS) messages to the phone number you provide us. These messages may include operational messages about your use of the Services, as well as marketing messages. If you opt out, you may continue to receive text messages for a short period while MedReach365 processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality that the Service provides to you. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive text messages is not a condition of any purchase or use of the Service. Standard messaging, data, and other fees may be charged by your carrier.

Your carrier may prohibit or restrict certain mobile features, and certain mobile features may be incompatible with your carrier or mobile device. As applicable, instructions regarding how to opt-out of mobile features will be disclosed in connection with such features (instructions typically require you to text a keyword, such as "STOP," "CANCEL," "UNSUBSCRIBE," to the applicable shortcode for the mobile feature, or to change your profile settings inside the Apps).

You agree to notify MedReach365 of any changes to your mobile number and update your account(s) on the MedReach365 Platforms. You also understand and agree that by receiving communications you will be charged by your wireless or internet provider and that such emails, SMS, or mobile telephone notification may be generated by automated systems.

You agree that we may send you limited personal information by email, SMS, text, and mobile push notification.

When you use action-oriented features on MedReach365 and MedReach365 Premium Services (such as subscribing to a health checklist or participating in a Virtual Consult), you agree that MedReach365 and MedReach365 Medical Group �may send you automated content via email, mobile telephone, or other contact information provided by you in your account settings. This content may contain protected health information �including content related to conditions, treatments, and medications. You understand and agree that by using these features, you are expressly opting into receiving your own protected health information by email, SMS/text, or mobile push notifications. These communications from the Apps are not encrypted. Although unlikely, it is possible for these communications to be intercepted or accessed without your authorization. By using the Apps, you release MedReach365 from any liability arising from or related to any such interception or unauthorized access.

Mandatory Removal of Content and Services.

If you violate any of these Terms of Use, your permission to use the Content and Services automatically terminates and you must immediately destroy any copies you have made of any portion of the Content. �

Use of Your Information

We only use data you share with MedReach365 as set forth in the MedReach365 Privacy Statement, your account settings, and in accordance with applicable law.

We cannot control external communications (including email, SMS, and notifications).

Email, short message services (SMS), text message communications, and mobile push notifications from the Apps are not encrypted. You can opt out of receiving email, SMS/text messages, and mobile push notifications. Although unlikely, it is possible for these communications to be intercepted or accessed without your authorization. By using the Apps, you release MedReach365 from any liability arising from or related to any such interception or unauthorized access.

Advertising

We Do Not Advertise.

There is no paid advertising on MedReach365.

Property Rights

HealthTap owns or has rights to the Content and Services.

When you use the Apps, you do so under a license from us. Subject to your complete and ongoing compliance with these Terms, MedReach365 grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of our mobile App obtained from a legitimate marketplace on a mobile device that you own or control; and (b) access and use the Content and Services. This means that you may not use the Apps for any commercial purpose, that we can take away your right to use the Apps, and that you cannot give this license away to someone else. All right, title, and interest in and to the Apps, Services, and the Content, together with all related intellectual property rights are the property of MedReach365 or our affiliates, excluding your rights under applicable law to any information or Content related to Virtual Consults on MedReach365 Premium Services. Rights retained by other parties in the Content are their respective rights.

�MedReach365 reserves all rights to the Content not granted expressly in these Terms.

You agree not to infringe our Copyrights, Trademarks, Trade Secrets, Patents, or other intellectual property rights.

MedReach365 and other related marks are registered trademarks of MedReach365. �Any other trademark, brand, or content on MedReach365 that is not the property of MedReach365 is the property of its respective owner. You agree not to violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property rights. You may not reproduce, create derivative works of, distribute, publicly display the Content (or any portion of it) without our prior written consent. However, you may use App features to repost Content or portions of Content, including through other third party applications and mediums (such as Facebook or Twitter), so long as you do not modify that Content or the functionality of those features. This re-posting right does not create any additional rights in such Content. Additionally, you may not use any metatags or any other "hidden text" utilizing the name "MedReach365" without our prior written permission.

You agree not to access, attempt to access, or use our data without our permission.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Apps, Services, or Content; (b) make modifications to the Apps, Services, or Content; or (c) interfere with or circumvent any feature of the Apps, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it. You agree not to access, attempt to access, request access not authorized by the Apps or use any App Content or data without our permission. This means that you agree not to transmit, download, upload, post, sell, rent, license, transfer, disclose, mirror, frame, reverse engineer, decompile, disassemble, or use any aspect of the Apps or any Content, in whole or in part, in any form or by any means.

Contact us if you believe materials on our Apps infringe your copyright.

If you believe any materials accessible on or from MedReach365 infringe your valid and enforceable copyright, you may request removal of (or access to) those materials (or access thereto) from us by contacting us and providing us with information.

Submissions

You agree to abide by our Submission Guidelines.

You agree that you will not upload or transmit any communications or content of any type that infringes or violates any rights of any party. The personal information you submit to MedReach365 is governed by the Privacy Statement (the terms of which govern in the event of any inconsistency with this TOU). You agree that submissions will comply with MedReach365's Guidelines, and if you make any posting to MedReach365, you agree to Medical Expert Guidelines.

You give us rights in what you submit.

Don't submit anything to us if you don't want to give us rights to it. If you wish to keep any content, business information, ideas, concepts or inventions private or proprietary, do not submit them on, through, or to MedReach365, by email or otherwise. With the exception of any personal data or information you submit (which shall be maintained in accordance with our Privacy Statement) and other information governed by Health �applicable laws, if you make any submissions (by email or otherwise) on, to or through MedReach365, including but not limited to media (including photographs), data, questions, comments, suggestions, business information, ideas, concepts or inventions (collectively "Submissions"), you make such submission without any restrictions or expectation of compensation, privacy, or confidentiality. You agree that your Submissions may be used by us without restriction for any purpose whatsoever. By making any a Submission, you grant MedReach365 a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your Submissions, in whole or in part, in any media formats and through any media channels now known or hereafter developed. This means MedReach365 has the complete right to freely use, create derivative works from and modify, such Submissions in any way, commercial or otherwise (including developing and marketing products or features using such information), and for any purpose whatsoever and without limitation. MedReach365 may sublicense its rights.

By making any a Submission, you further agree to indemnify MedReach365 and its affiliates, directors, officers, Medical Experts, and employees, and to hold them harmless from any and all claims and expenses, including attorneys' fees, arising from your Submissions, or your failure to comply with these Terms.

MedReach365 does not accept unsolicited recruiter or similar submissions. Any candidate submissions by a recruiter or other third party without a valid and signed recruiting agreement in place with MedReach365 prior to such submission will not be subject to any recruiter or similar fees.

MedReach365 Medical Experts

About MedReach365 Medical Experts.

Medical Experts on the Apps include respected doctors and pharmacists throughout Nigeria. Only licensed doctors and pharmacists may participate as Medical Experts on MedReach365 (including MedReach�s Premium Services). Medical professionals whose licenses are or become suspended or revoked, for any reason, are not permitted and agree not to participate in any way, including but not limited to submitting Content to MedReach365 as a Medical Expert on MedReach365 or participating on MedReach365 Premium Services. Supplemental Terms of Use apply to Medical Experts who participate on MedReach365 (including those who provide Premium Services).

Termination

All of our members are required to honor this Agreement.

Your permission to use the Apps, Content, and Services ends immediately if you violate any of the terms of this Agreement. We may place limits on, modify, or terminate your right to access and use Apps and the Services and/or Content at any time for any reason or no reason, with or without notice. This suspension or termination may delete information, files, and other previously available Content. We also reserve the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Apps), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Services or any suspension or termination of your access to or use of the Services.

You may terminate your account at any time by visiting the customer service help center at https://support.medreach365.com. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Services.

Effect of Termination.

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay MedReach365 any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination, this section, and sections regarding Submissions, ownership, indemnities, disclaimer of warranties, limitations on liability, and the Arbitration Agreement will survive.

Indemnification & Exclusions and Limitations

Exclusion of Warranties.

THE APPS AND THE CONTENT AND SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE, MEDREACH365 MEDICAL EXPERTS, NOR ANY OF OUR LICENSORS MAKE ANY EXPRESS WARRANTIES, AND WE AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER WE, MEDREACH365 MEDICAL EXPERTS, NOR ANY OF OUR LICENSORS MAKE ANY WARRANTY THAT CONTENT OR SERVICES SATISFY GOVERNMENT REGULATIONS, INCLUDING THOSE REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS. MEDREACH365 AND THE CONTENT AND SERVICES WERE DEVELOPED FOR USE IN NIGERIA AND OTHER AFRICAN COUNTIES, AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION CONCERNING MEDREACH365 AND THE CONTENT OR SERVICES WHEN USED IN ANY OTHER COUNTRY.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MEDREACH365, OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE APPS, WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS.

Specifically, and without limiting the foregoing, we, our licensors, and our suppliers, make no representations or warranties about: (i) the accuracy, reliability, completeness, currentness, or timeliness of the Content provided on or through the use of the App; or (ii) regulations requiring disclosure of information on prescription drug products or the approval or compliance of any software tools with MedReach365. Any location data accessed via the Apps may be inaccurate or incomplete and any use of such data is at your own risk.

Limitation of Liability of HealthTap and Third Party Beneficiaries.

WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER USER, INCLUDING MEDICAL EXPERTS. 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 DAMAGE TO YOUR PROPERTY OR ANY LOSS OF DATA, INCLUDING SUBMISSIONS.

To the fullest extent permitted by law, in no event will MedReach365, its licensors, suppliers, or any third parties mentioned on MedReach365 be liable for any personal injury, including death, attributable to or caused by your use or misuse of HealthTap or Content (including Medical Expert Content). Any claims arising in connection with your use of the Apps, Services, or any Content must be brought within one (1) year of the first date of the event giving rise to such action. Remedies under these Terms are exclusive and are limited to those expressly provided for in these Terms. You expressly agree that Medical Experts are third party beneficiaries under these Terms and may enforce the rights hereunder, including Limitation of Liability rights.

NEITHER WE, HEALTHTAP MEDICAL EXPERTS, NOR ANY OF OUR LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY KNOWS OR SHOULD KNOW THAT OTHER DAMAGES ARE POSSIBLE, OR THAT DIRECT DAMAGES ARE NOT A SATISFACTORY REMEDY. THESE LIMITATIONS APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION. EXCEPT AS PROVIDED IN THE ARBITRATION AGREEMENT, NEITHER US, THE MEDICAL EXPERTS ON MEDREACH365 NOR ANY OF OUR LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT TO ANY USER FOR ANY CLAIMS (IN AGGREGATE OVER ALL TIME) FOR MORE THAN THE GREATER OF: (I) FEES PAID BY THE USER TO MEDREACH365 OVER THE COURSE OF THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE INCIDENT GIVING TO THE ALLEGED DAMAGES.

Limitations of Liability and Indemnity for Expert Content.

Informational content on the Apps that is created, modified, submitted, or validated by Medical Experts or other healthcare experts (collectively, "Expert Content") is subject to the following additional terms and conditions and agreements by You.

Expert Content is for informational purposes only. For medical advice, treatment, or diagnosis, see your personal doctor or healthcare provider. MedReach365 is not responsible for Expert Content. The authors or posters of Expert Content ("Posters") are solely responsible for such content. No representations, warranties, or guarantees of any kind are made regarding the Expert Content. Under no circumstances shall any party be liable (to you or to any other person) for any damages or harm (of any type or under any legal theory) resulting from or related to the Expert Content. No party shall have any liability for: (a) any loss or injury caused, in whole or in part, by a Poster's actions, omissions, or negligence, in procuring, compiling, or delivering information within or through Expert Content; (b) any errors, omissions, or inaccuracies in Expert Content (regardless of cause), or delays or interruptions in delivery of such information; or (c) any decision made or action taken or not taken in reliance upon such information. You agree to indemnify and hold the Poster (and the Poster's employer and/or sponsor) harmless from any claim or demand, including attorneys' fees, made by any third party as a result of any violation of law that occurs by you through your use of Expert Content or this Site and/or anything you do using Expert Content, our Apps and/or the information contained therein.

IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENT OR MATERIALS ON OUR SITE, OR ANY SERVICES OR INFORMATION AVAILABLE THROUGH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING OUR SITE. THIS LIMITATION APPLIES EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

Licensed Content

Certain Content may be licensed from third-parties.

The licenses for some of this Content may contain additional terms. When such Content licenses contain additional terms, we will make these terms available to you on those pages, in the Terms of Use, or in the Additional Information section of our Apps (which is incorporated herein by reference).

Foreign Languages

Where MedReach365 Content or Services (including these Terms) are translated into languages other than English, all such translations are for the convenience of our users only, and MedReach365 is not responsible or liable in the event of any translation inaccuracy. The English-language version of these Terms shall control and apply In the event of any conflict with content or translation. You understand that Content, including but not limited to questions and answers, may not have the same meaning in translation, and that treatments (including but not limited to medication names) and other information may differ from country to country and in different languages and may not be available in all places. Additionally, you understand and agree that Virtual Consults with Medical Experts may not be available in languages other than English, and you agree not to conduct a consultation in a language in which you are not proficient without the use of a professional translator. If you choose to use a translator in connection with a Virtual Consult, you understand that MedReach365 is not liable for any errors or omissions in translation.

General Legal Terms

General Terms.

These Terms, and the other agreements referenced in it (like our Privacy Statement and Cookie Policy), are the entire agreement between you and us relating to the MedReach365 Apps. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of these Terms. These Terms replace any prior agreements unless such prior or subsequent agreement explicitly provides otherwise and specifically references these Terms. If there is any conflict between these Terms and a mutually signed written agreement between you and us related to MedReach365, the signed written agreement will control. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent.

If we choose not to enforce any provision of these Terms, we retain the right to enforce it in the future. This means that the failure to enforce any provision of these Terms does not constitute a waiver of that provision. If any provision in these Terms is found to be unenforceable, that provision and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.

This agreement is governed by Nigeria law. THE EXCLUSIVE VENUE FOR ANY DISPUTE RELATING TO THIS AGREEMENT IS FEDERAL CAPITAL TERRITORY, ABUJA, NIGERIA. YOU AND US CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS. Nothing in this agreement limits either party's ability to seek equitable relief.

IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENT ON OUR APPS, OR ANY SERVICES OR INFORMATION AVAILABLE ON OR THROUGH THE APPS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING OUR APPS. THIS LIMITATION APPLIES EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

Medical Expert Guidelines

By participating in MedReach365 or MedReach365 Premium Services you agree to abide by the following guidelines.

General Guidelines.

• Respect. You agree to engage with Medical Experts in a respectful manner and to refrain from inappropriate language and behavior.
• Appropriate Use. You agree to only use MedReach and MedReach365 Premium services in a manner that is not: unlawful, threatening, harassing, abusive, defamatory, slanderous, libelous, harmful to minors, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, invasive of another's privacy, or racially, ethnically or otherwise offensive, hateful, or abusive.

Guidelines for Posting Content (Including Answers) (Non-Premium Services).

• Informational Answers Only. Only informational answers for educational purposes are allowed. No personal, individualized health answers are permitted.
• No Obligation to Answer Questions. You have no obligation to answer any submitted question.
• Only Make Useful Submissions. Make Expert Submissions only when you reasonably believe that they are likely to be useful and helpful to MedReach365 members.
• Only Agree when you Agree. Agree with Expert Submissions only when you have fully reviewed and actually agree with the content, and do not agree with your own Submissions.
• Avoid Practicing Medicine. Answers can provide general guidance, context, and illustration and you may refer to general medical conditions, symptoms and treatments, but please do not provide a formal diagnosis or prescribe any specific treatment in your answers. Answers should not provide specific treatment recommendations or give the impression that they are a substitute for a real-life consultation with a doctor. MedReach365 Premium Services may be used for individualized or diagnostic answers and prescribing medications (where appropriate). YOU ARE NOT PERMITTED TO PRACTICE MEDICINE ON OR THROUGH MEDREACH365, EVEN IF YOU ARE INTERACTING WITH AN ACTUAL PATIENT OF YOURS. ALL MEDICAL DIAGNOSIS, TREATMENT, PRESCRIPTION, AND ACTUAL CARE MUST OCCUR ON MEDREACH365 PREMIUM SERVICES OR OUTSIDE OF HEALTHTAP, REGARDLESS OF ANY EXISTING RELATIONSHIP BETWEEN THE PARTIES.
• Avoid Revealing Private Information. Help us keep the personal information of our members confidential. Please don't refer to members in or on Content in public areas by their real names, even if this information has been disclosed to you.
• Avoid Offending Others. Responses should always be appropriate. Brief, casual, and friendly responses are the most useful. Help MedReach365 remain a trusted resource, by avoiding potentially offensive content whenever possible.
• Avoid Suggesting a Physician-Patient Relationship. Share your professional, clinical expertise though answers that are evidence-based and consistent with accepted standards in the medical community, but refrain from using language that suggests an answer is provided for a single member or a duty of care and a physician-patient relationship.
• Avoid Commercial Responses. Using answers as a vehicle to promote a product or service is prohibited. You are allowed to link to external websites that are both appropriate and related to your responses, but answers on MedReach365 should be complete and should not be used for primarily promotional purposes. Please do not plagiarize, and cite sources where applicable.
• Avoid Advertising or Specifically Soliciting Patients. Users on MedReach365 can find your professional contact information through your virtual practice, and can contact you for an appointment. However, please avoid violating medical board rules regarding advertising and patient solicitation.
• Avoid Disclosing Confidential Material. Be careful not to discuss privileged or confidential details of past or current patients, or accidentally revealing confidential information in an indirect way that could be traced back to specific patients.
• Avoid Violating Board Rules. Avoid other actions that violate board or other rules that apply to you.
• Rules Governing Other Submissions. All other information, including suggestions, feedback, ideas, concepts and any other materials you disclose or offer to us on or in connection with MedReach365 or any Content, are governed by the Terms of Use. This means that these submissions are made without any restrictions and without any expectation of confidentiality or compensation. You agree not to assert any property right or moral right of any kind with respect to any such submissions. You agree to our standard terms governing media submissions, except for the prohibition against uploading a facial portrait image of yourself for your profile picture. You agree to your likeness, photograph, name, biographical information and any and all other information appearing on the Apps.

Guidelines Specific to Premium Services and Virtual Consults.

• Application Only. Participation as a Medical Expert in MedReach365 Premium Services is subject to a separate application.
• Additional Contractual Terms. The terms of any related contracts or agreements entered into in connection with providing MedReach365 Premium Services apply to the provision of such services.
• Care Limitations. You agree to notify a patient whenever in-person care is recommended, including when a user appears to be repeatedly using or overusing Virtual Consults.
• Prescriptions and Lab Tests. Prescriptions and lab tests, where available, are provided at the sole discretion of the consulting Medical Expert. Patients who are located outside Nigeria. may not receive lab orders and may receive prescription recommendations only.
• Prescriptions and Lab Tests Limitations. The following medication categories cannot be prescribed or recommended in Virtual Consults on MedReach365: DEA category I-IV medications, lifestyle medications (such as weight loss or hair loss medication), and Nigeria regulated medications.
• Duration of Treatment. It is up to you to determine the appropriate duration of any treatment, if any, made available through a Virtual Consult.
• Appearance. You agree to be appropriately and professionally dressed and to be in an environment that is appropriate for the delivery of virtual care.

MedReach365�s Arbitration Agreement

Summary.

MedReach365's Terms require the use of arbitration to resolve disputes and also limits the remedies available to you in the event of a dispute. Most concerns can be resolved quickly by visiting the customer service help center https://support.medreach365.com. In the unlikely event that we are unable to resolve a legitimate legal complaint, we each agree to resolve those disputes through binding arbitration or small claims instead of in courts of general jurisdiction. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. We request that you work with us in good faith to resolve any disputes for 30 days after notifying us of such issues before filing arbitration. You understand that any award available under arbitration is subject to the limitations in the MedReach365 TOUs. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MEDREACH365 ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Agreement.

First things first: let's try to sort it out. We want to address your concerns without a formal arbitration or case. Before filing a claim against MedReach365, you agree to make a good faith effort to try to resolve the dispute informally by contacting complaints@medreach365.com and responding promptly to any related communications. We'll try to resolve the dispute by contacting you via email. If a dispute is not resolved within 30 days of submission, you or MedReach365 may bring a formal proceeding.

This Arbitration Agreement ("Arbitration Agreement") is a condition of the Terms of Use of MedReach365 and the Apps. The effective date of this agreement is

General.

You agree that any and all disputes or claims that have arisen or may arise between us - except as set forth below ("Exceptions") - shall be resolved exclusively through final and binding arbitration, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

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Exceptions.

Notwithstanding the foregoing, nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Notice.

A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). Address"). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought and the specific applicable legal basis for the requested relief ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or MedReach365 may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or MedReach365 must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different MedReach365 users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.

Opt-Out.

If you do not wish to resolve disputes by binding arbitration, you may opt out of this Arbitration Agreement within 30 days after the date that you agree to the Terms by sending a letter to MedReach365 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once MedReach365 receives your Opt-Out Notice, this Arbitration Agreement will be void and any action arising out of the Terms will be resolved under the governing law and jurisdiction set forth in the Terms. The remaining provisions of the Terms will not be affected by your Opt-Out Notice.

PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS

YOU AND MEDREACH365 AGREE, AS PART OF THE ARBITRATION AGREEMENT, THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. WE REFER TO THIS AS THE "PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS". UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN YOUR OR OUR CLAIM WITH ANOTHER PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY ONLY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER MEDREACH365 USERS.

Enforceability.

Except with respect to the Prohibition of Class and Representative Actions, if a court decides that any part of this Arbitration Agreement is invalid or unenforceable, the other parts of this Arbitration Agreement shall continue to apply. If a court decides that the Prohibition of Class and Representative Actions is invalid or unenforceable, then the entire Arbitration Agreement shall be null and void.

Modifications.

If MedReach365 makes any future change to this Arbitration Agreement, other than a change to MedReach's Notice Address, you may reject the change by sending us written notice within 30 days of the change to the Notice Address, in which case your account with MedReach365 will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

CLAIMS ARE TIME-BARRED

You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claims.

Additional Terms: Medical Experts

THESE ADDITIONAL TERMS APPLY TO MEDREACH365 MEDICAL EXPERTS ("ADDITIONAL EXPERT TERMS") WHEN USING MEDREACH365 AS A MEDREACH365 MEDICAL EXPERT. IF YOU ARE A MEDREACH365 MEDICAL EXPERT YOU AGREE TO ABIDE BY ALL MEDREACH365 TERMS OF USE AND THAT WHERE AN ADDITIONAL EXPERT TERM CONTRADICTS A MEMBER TERM OF USE, THE ADDITIONAL EXPERT TERM SHALL PREVAIL. THESE ADDITIONAL EXPERT TERMS APPLY TO YOUR USE OF MEDREACH365 AS A MEDREACH365 MEDICAL EXPERT; IF YOU USE THE APPS AS A MEMBER, YOU AGREE TO ALL MEMBER TERMS OF USE.

Medical Experts: Information.

As a MedReach365 Medical Expert, you are required to register with and use your real name, professional contact information, and (if you choose to upload a picture) a real image of you in your public profile on MedReach365 ("Public Profile"). You consent to MedReach365's use on or in connection with the Apps of your name, likeness, photograph, biographical information and other personal information provided by you to MedReach365 or that is publicly available about you.

Medical Experts: Doctors in Good Standing.

Licensed doctors may apply to and participate as Medical Experts on MedReach365. Doctors whose licenses are or become suspended or revoked, for any reason, are not permitted and agree not to participate in any way, including but not limited to submitting Content to MedReach365 as a Medical Expert on MedReach365. MedReach365 may expand the network to include other licensed medical experts.

Medical Experts: You Can Control Your Expert Submissions.

You retain the right to edit and delete your own Expert Submissions that appear in your Public Profile at any time. You also retain the right to use and create derivative works from your own Expert Submissions elsewhere (such as on your own practice website, blog, or in your own social media posts).

Medical Experts: MedReach365 Premium Services.

You will receive compensation for participating in MedReach365 Premium Services pursuant to the additional terms applicable to those services and related agreements, which are incorporated herein by reference. When you sign up for and deliver care through MedReach365 Premium Services, you agree to abide by all of the terms of the applications you submit to, and the contractual agreements you enter into with, MedReach365 related to those services (including any representations and warranties and terms governing indemnification and obligations).

Medical Experts: Conflicts Disclosure Policy.

Disclosure of Relationships with Industry.

All Medical Experts with a material financial relationship with Industry must disclose such a relationship in any answer or other similar Content submitted to MedReach365 when such Content mentions any product or service in which such an interest exists, with the following or similar language: "The author or poster of this content has a financial interest in a product or service mentioned herein."

No Posting Public Content for Pay

Medical Experts may not post public Content on MedReach365 in exchange for compensation of any kind, including but not limited to as a paid consultant to any entity (including any company or organization) or individual. Medical Experts should ensure that any conflict or potential conflict of interest does not affect or appear to affect his or her contributions of Content to the MedReach365. Medical Experts approved for MedReach365 Premium Services may receive compensation for services rendered through MedReach365 Premium Services under the terms governing those services.

No Posting of Content Written by Interested Parties.

Medical Experts may not publish Content under their own names written in whole or material part by: (i) parties with a financial interest in any product or service mentioned in the Content; or (ii) employees of Industry. Accepting compensation for posting Content to public areas and/or posting ghostwriting by interested parties on MedReach365 is prohibited.