Telemedicine Consent & Terms of Service

Important Notice

THE SERVICES PROVIDED BY M&D INTEGRATIONS, INC. ("M&D INTEGRATIONS") ENABLE COORDINATION BETWEEN YOU AND YOUR HEALTHCARE PROVIDER. M&D INTEGRATIONS DOES NOT REPLACE YOUR RELATIONSHIP WITH YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER. M&D INTEGRATIONS IS NOT A HEALTH PLAN, PHARMACY, OR HEALTHCARE PROVIDER. THE SERVICES ARE NOT INTENDED TO BE USED FOR EMERGENCY OR URGENT MEDICAL NEEDS. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY SERVICES IMMEDIATELY. DO NOT RELY ON THE SERVICES FOR IMMEDIATE OR URGENT MEDICAL ATTENTION.

Introduction

Nimbus Healthcare Corporation ("Nimbus Healthcare") and M&D Integrations, Inc. ("M&D Integrations") operate websites and related mobile applications (collectively, the "Sites") that provide access to telehealth services and related healthcare coordination tools. The "Services" offered through the Sites include:

• Telehealth consultations connecting patients with licensed healthcare providers
• Coordination of care between patients and their healthcare providers
• Prescription management and pharmacy coordination services
• Health information resources and educational content
• Patient account management and communication tools

These Terms of Service govern your use of the Sites and Services. By accessing or using the Sites or Services, you agree to be bound by these Terms, including our Privacy Policy. If you do not agree to these Terms, you may not access or use the Sites or Services.

Availability

The Services are only available in certain states where our affiliated healthcare providers are licensed to practice. Availability of specific Services may vary by state and is subject to change. It is your responsibility to confirm that the Services are available in your state before seeking to use them.

Eligibility

To use the Services, you must meet the following eligibility requirements:

• You are at least 18 years of age or the age of majority in your state of residence
• You are physically located in a state where the Services are available at the time of your consultation
• You understand that telemedicine is an evolving field and that the Services may be limited in scope compared to in-person medical care
• You agree to these Terms of Service and our Privacy Policy in their entirety

Requirements for Use

To access and use the Services, you must have a compatible device (computer, tablet, or smartphone) and a reliable internet connection. You are responsible for obtaining and maintaining all equipment and services needed to access the Sites, including hardware, software, and internet service. M&D Integrations is not responsible for any inability to access the Services due to your equipment, internet connection, or technical issues on your end.

Fulfillment

Telehealth consultations submitted through the Sites are typically reviewed by a licensed healthcare provider within 24 hours. Response times may vary based on provider availability, time of submission, and other factors. M&D Integrations does not guarantee specific response or fulfillment times.

Special Consent to Telehealth Services

Telemedicine involves the delivery of healthcare services using electronic communications, information technology, or other means between a healthcare provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up, patient education, and other healthcare services. The telehealth services provided through the Sites may include:

• Asynchronous consultations where you submit health information and a provider reviews and responds at a later time
• Synchronous (real-time) audio and/or video consultations with a licensed healthcare provider
• Electronic transmission of your medical records, health information, and personal data to facilitate care

All telehealth interactions conducted through the Sites are secured using industry-standard encryption and security protocols to protect the confidentiality of your health information in accordance with applicable federal and state laws, including HIPAA.

State-Specific Notices

California

The Medical Board of California is the state agency responsible for licensing and regulating physicians. If you have a complaint regarding a physician, you may contact the Medical Board of California at 1-800-633-2322 or online at www.mbc.ca.gov.

Kansas

The Kansas State Board of Healing Arts is responsible for regulating the practice of medicine in Kansas. Complaints may be directed to the Board at 785-296-7413 or online at www.ksbha.org.

Oregon

The Oregon Medical Board regulates the practice of medicine in Oregon. Complaints may be filed with the Board at 971-673-2700 or online at www.oregon.gov/omb.

Texas

The Texas Medical Board is responsible for regulating the practice of medicine in Texas. Complaints may be filed with the Board at 1-800-201-9353 or online at www.tmb.state.tx.us. Texas patients have the right to choose their pharmacy and are not required to use any specific pharmacy.

Privacy Policy

Your privacy is important to us. M&D Integrations and Nimbus Healthcare are committed to protecting your personal and health information in compliance with the Health Insurance Portability and Accountability Act (HIPAA) and all applicable federal and state privacy laws. Our full Privacy Policy describes how we collect, use, disclose, and safeguard your information. By using the Services, you acknowledge that you have reviewed and agree to our Privacy Policy.

Your Relationship with M&D Integrations

M&D Integrations provides the technology platform that enables the delivery of telehealth services. M&D Integrations is not a healthcare provider and does not itself provide medical services, medical advice, diagnoses, or treatment. The healthcare providers who deliver care through the Sites are independent licensed professionals and are solely responsible for the medical care they provide.

By using the Services, you consent to receive communications from M&D Integrations and Nimbus Healthcare, including emails, text messages, and push notifications related to your account, appointments, prescriptions, and other service-related matters. You may opt out of promotional communications at any time, but transactional communications necessary for the delivery of Services may not be opted out of while you maintain an active account.

Consultative Service

Telemedicine consultations provided through the Sites are limited in nature. Because providers cannot perform physical examinations remotely, telehealth consultations may not be appropriate for all medical conditions. By using the Services, you acknowledge and agree to the following:

• (i) Telemedicine has limitations and may not be as comprehensive as an in-person medical evaluation. The provider may determine that a telemedicine consultation is not appropriate for your condition and may recommend an in-person visit.
• (ii) The healthcare provider may not be able to provide a diagnosis or treatment recommendation based on the information you provide. The quality of the consultation depends on the completeness and accuracy of the information you submit.
• (iii) You are responsible for providing complete, accurate, and truthful health information. Failure to do so may result in misdiagnosis, inappropriate treatment recommendations, or other adverse outcomes.
• (iv) Technical difficulties, interruptions, or failures in electronic communications may occur and may affect the quality or completion of your consultation. Neither M&D Integrations nor the healthcare provider shall be liable for delays or failures caused by technical issues.

Site Content

The information provided on the Sites, including health-related articles, resources, and educational materials, is for informational purposes only and does not constitute medical advice. Only the medical guidance provided directly to you by your healthcare provider during a consultation should be considered medical advice. You should not rely on Site content as a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition.

Registration and User Accounts

To access certain Services, you may be required to create a user account. You agree to provide accurate, current, and complete information during the registration process and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials, including your password, and for all activities that occur under your account. You agree to notify M&D Integrations immediately of any unauthorized use of your account or any other breach of security. M&D Integrations is not liable for any loss or damage arising from your failure to protect your account credentials.

Access Rights and Prohibited Use

M&D Integrations grants you a personal, limited, non-exclusive, non-transferable, and revocable right to access and use the Sites and Services for your own personal, non-commercial use, subject to these Terms. You may not use the Sites or Services for any unlawful purpose, to solicit others to perform or participate in any unlawful acts, to violate any regulations or laws, to infringe upon the intellectual property rights of others, to harass or discriminate, to submit false or misleading information, to upload malicious code, to collect personal information of other users, or to interfere with the security features of the Sites.

Ownership of Site Content

M&D Integrations owns or licenses all content, features, and functionality of the Sites, including but not limited to text, graphics, logos, icons, images, audio, video, software, and the underlying code. All intellectual property rights in and to the Sites and their content are owned by or licensed to M&D Integrations and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. You may not copy, reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any Site content without the prior written consent of M&D Integrations.

Links to Third-Party Websites

The Sites may contain links to third-party websites or services that are not owned or controlled by M&D Integrations. M&D Integrations has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that M&D Integrations shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any such third-party websites or services.

Termination

These Terms remain in full force and effect while you use the Sites or Services. M&D Integrations may terminate or suspend your access to the Sites and Services at any time, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Sites and Services will immediately cease. The following provisions shall survive termination: Ownership of Site Content, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law & Dispute Resolution, and any other provisions that by their nature should survive termination.

Disclaimer of Warranties

THE SITES AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. M&D INTEGRATIONS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. M&D INTEGRATIONS DOES NOT WARRANT THAT THE SITES OR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITES AND SERVICES IS AT YOUR SOLE RISK.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL M&D INTEGRATIONS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITES OR SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITES; (C) ANY CONTENT OBTAINED FROM THE SITES; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

Indemnification

You agree to indemnify, defend, and hold harmless M&D Integrations, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorneys' fees) arising from: (a) your use of and access to the Sites and Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; or (d) any claim that your use of the Sites or Services caused damage to a third party.

Modifications to the Sites

M&D Integrations reserves the right to modify, suspend, or discontinue the Sites or Services (or any part thereof) at any time, with or without notice, and without liability to you or any third party. M&D Integrations may also impose limits on certain features or restrict your access to parts of or the entire Sites without notice or liability.

Payment

You agree to pay all fees associated with the Services you use. By providing payment information through the Sites, you authorize M&D Integrations and its designated payment processors to charge the applicable fees to your designated payment method. All fees are non-refundable unless otherwise stated or required by applicable law. M&D Integrations reserves the right to change its pricing at any time. If you dispute any charges, you must contact M&D Integrations within thirty (30) days of the date of the charge.

Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Nassau County, New York, and you hereby consent to the personal jurisdiction and venue of such courts.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Nassau County, New York. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

No Waiver

No waiver of any term or condition of 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 M&D Integrations to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Remedies

Any violations of these Terms constitute an unfair business practice and shall cause irreparable harm to M&D Integrations for which monetary damages would be inadequate. In the event of such a violation, M&D Integrations shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

Assignment

You may not assign or transfer your rights or obligations under these Terms, in whole or in part, without the prior written consent of M&D Integrations. M&D Integrations may assign its rights and obligations under these Terms without restriction. Any attempted assignment in violation of this section shall be null and void.

Digital Millennium Copyright Act

M&D Integrations respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (DMCA). If you believe that content on the Sites infringes your copyright, you may submit a notification to our designated DMCA agent. Your notification must include the following:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material that is claimed to be infringing and its location on the Sites
• Your contact information, including your address, telephone number, and email address
• A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law
• A statement, made under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner

HIPAA Information

This section describes how your Protected Health Information (PHI) may be used and disclosed in connection with the Services.

Uses and Disclosures

Treatment

Your PHI may be used and disclosed to provide, coordinate, or manage your healthcare and related services. This includes sharing information with other healthcare providers involved in your care.

Payment

Your PHI may be used and disclosed to obtain payment for healthcare services provided to you, including billing, claims management, and collection activities.

Health Care Operations

Your PHI may be used and disclosed for operational purposes, including quality assessment, employee review, training, accreditation, licensing, and business planning activities.

Communicating with You

We may use your PHI to contact you regarding appointment reminders, treatment alternatives, health-related benefits and services, or other health-related communications.

Business Associates

We may disclose your PHI to our business associates who perform services on our behalf, such as billing, data analysis, and IT support. All business associates are required to protect the confidentiality of your PHI under written agreements.

Other Uses and Disclosures

We may also use or disclose your PHI in the following circumstances:

• As required by law, including reporting to public health authorities
• For health oversight activities, audits, and investigations
• In response to court orders, subpoenas, or other lawful judicial or administrative processes
• For law enforcement purposes as permitted or required by law
• To coroners, medical examiners, and funeral directors as necessary
• For organ and tissue donation purposes
• For research purposes under specific conditions approved by a review board
• To avert a serious threat to health or safety
• For specialized government functions, including military and veterans' activities, national security, and intelligence operations
• For workers' compensation purposes as authorized by law

Uses Requiring Your Signed Authorization

The following uses and disclosures of your PHI require your written authorization:

• Marketing communications (unless face-to-face or involving promotional gifts of nominal value)
• Sale of your PHI
• Most uses and disclosures of psychotherapy notes
• Any other uses and disclosures not described in this notice

Your Rights

Access to PHI

You have the right to inspect and obtain a copy of your PHI maintained by us. You may request your records in an electronic format if available. We may charge a reasonable, cost-based fee for copies. We may deny your request in limited circumstances, and you may request a review of the denial.

Amendments to Your PHI

You have the right to request amendments to your PHI if you believe the information is incorrect or incomplete. We may deny your request if the information was not created by us, is not part of the records maintained by us, is not available for inspection, or is already accurate and complete.

Accounting for Disclosures

You have the right to request an accounting of disclosures of your PHI made by us for purposes other than treatment, payment, or healthcare operations. The accounting covers the six-year period prior to your request. One accounting per twelve-month period is provided free of charge; additional requests may be subject to a reasonable fee.

Restrictions on Use and Disclosure

You have the right to request restrictions on certain uses and disclosures of your PHI for treatment, payment, or healthcare operations. We are not required to agree to your request, except as described below. If we do agree, we will comply with the restriction unless the information is needed to provide you with emergency treatment.

Restrictions on Disclosures to Health Plans

If you pay out-of-pocket in full for a service, you have the right to request that we not disclose information about that service to your health plan. We are required to honor such requests unless disclosure is required by law.

Confidential Communications

You have the right to request that we communicate with you about your health information in a specific way or at a specific location. For example, you may request that we contact you only at a particular phone number or email address. We will accommodate all reasonable requests.

Breach Notification

You have the right to be notified if a breach of unsecured PHI occurs that affects your information. We will notify you in accordance with applicable federal and state breach notification laws.

Complaints

If you believe your privacy rights have been violated, you may file a complaint with M&D Integrations' Privacy Officer or with the U.S. Department of Health and Human Services (HHS). You will not be retaliated against for filing a complaint.