Terms of Use

These Website Terms of Use (“Terms”) govern your use of the ieso Digital Health, Inc. and its affiliates (“ieso,” “we,” “us”) website at https://www.ieso.ai and https://www.iesogroup.com and all subdomains (the “Site”). By using the Site, you agree to these Terms.

THESE TERMS LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES AND, IF YOU ARE A U.S. RESIDENT, CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT BY A LAWSUIT.

If you are a U.S. resident, this means that (i) you are giving up, and you waive, the right to have any such dispute decided in a court of law before a jury or a judge (except as set otherwise forth expressly below), and (ii) you are giving up, and you waive, the ability to pursue any such dispute in a class, consolidated, or representative action or proceeding.

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The Site is informational

The Site is provided for general informational purposes about ieso and our offerings.

The Site does not provide medical advice, diagnosis, or treatment. Do not use the Site for emergencies. If you’re in crisis or need immediate help, call/text 988 in the U.S. or contact your local emergency number.

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Acceptable use

You agree not to:

• Use the Site in any way that violates applicable law
• Attempt to interfere with the Site’s security or operation
• Introduce malware or attempt unauthorized access
• Copy, scrape, or harvest information from the Site at scale without permission

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Privacy policy

Please see our Privacy Policy for information on how we use and disclose your personal information.

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Intellectual property and license to use Site

The Site and its content (text, graphics, logos, and other materials) are owned by ieso or its licensors and are protected by applicable laws. You may view and use the Site for your internal business purposes. Any other use requires our written permission.

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You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Site or Site content except as permitted by these Terms or otherwise by ieso expressly in writing. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Site or Site content shall be owned solely and exclusively by ieso or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Site or Site content.

Certain names, logos, and other materials displayed in and through the Site may constitute trademarks, trade names, service marks or logos (“Marks”) of ieso. You are not authorized to use any such Marks without the express written permission of ieso. Ownership of all such Marks and the goodwill associated therewith remains with us.

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

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User content and feedback

The Site may allow you to upload, store and share content (“User Content”). Except for the license you grant below, as between you and ieso, you retain all rights in and to your User Content.

You hereby grant ieso a worldwide, royalty-free, non-exclusive, transferable, perpetual, and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Content, except as otherwise prohibited by applicable law. You waive any right to compensation of any type for your User Content. You represent and warrant that you have all the rights necessary to grant the rights in this section and that use of your User Content by ieso does not violate any law.

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ieso may, but is not obligated to, review your User Content and may delete or remove your User Content (without notice) from the Site in its sole discretion. Removal of any of your User Content from the Site does not impact any rights you granted in your User Content under the terms of an ieso license.

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If you provide any Feedback to ieso in connection with the Site, you hereby grant to ieso a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose. You acknowledge and agree that Feedback is not confidential, and that ieso is free to use any Feedback for any purpose. “Feedback” means ideas, concepts, feedback, and know-how that you make available to us in connection with the Site.

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Third-party services

The Site may include third-party tools (for example, embedded scheduling, forms, or analytics) and links to third-party sites. We are not responsible for third-party services or sites.

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Termination

The Terms will remain in full force and effect as long as you continue to access or use the Site. You may terminate the Terms at any time by discontinuing use of the Site. Your permission to use the Site automatically terminates if you violate these Terms.

ieso may terminate or suspend any of the rights granted by these Terms and your access to and use of the Site with or without prior notice, for any reason, and at any time, including for violations of these Terms. The following provisions, and any other provision which by its nature should survive termination, will survive the expiration or termination of these Terms for any reason whatsoever: User content and feedback; Disclaimers; Limitation of liability; Indemnification; Arbitration; waiver of class actions; and Miscellaneous terms.

Subject to applicable law, ieso reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Site pursuant to its internal record retention and/or content destruction policies. After a termination, ieso will have no further obligation to provide access to the Site.

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Disclaimers

YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IESO AND EACH OF ITS RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS (“RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SITE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER IESO NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE SITE, SITE CONTENT, AND USER CONTENT. FURTHERMORE, IESO DOES NOT GUARANTEE THAT THE SITE WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND IESO DISCLAIMS ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SITE ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION, OR YOUR RELIANCE ON ANY SUCH CONTENT, MATERIAL, AND/OR INFORMATION.

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Limitation of liability

YOU UNDERSTAND THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IESO, ITS RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER SPECIAL CATEGORY OF DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SITE OR ANY SITE CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE. THIS IS TRUE EVEN IF IESO OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

IN NO EVENT SHALL IESO OR ITS RELATED PERSONS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages such as in this section. Accordingly, some of these limitations may not apply to you in their entirety. If you are a U.K. resident, English law does not permit the exclusion of certain liabilities, including death or personal injury caused by negligence when acting with consumers. If you are a resident of a U.S. state that permits these warranties and liabilities, then the applicable limitations in this section specifically do apply to you.

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Indemnification

You agree to indemnify, defend, and hold harmless ieso and its directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from: (i) your use of the Site, or your use of the Site content or other materials or features available on the Site, (ii) your User Content, (iii) your fraud, violation of law, negligence, or willful misconduct, or (iv) your breach of these Terms.

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Arbitration; waiver of class actions

IMPORTANT NOTE: PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND IESO TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM IESO. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND IESO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

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Governing Law. If you are a U.S. resident, these Terms and your use of the Site shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. Subject to the requirement to arbitrate set forth in this Section, exclusive jurisdiction for all disputes that do not require arbitration will be the state and federal courts located in Delaware, and you consent to the jurisdiction of those courts.

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Binding Arbitration Generally. Except as described in the “Exceptions” section below, you and ieso agree that every dispute arising in connection with these Terms, the Site, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, regulation, ordinance, fraud, misrepresentation, common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory, regardless of whether a claim arises after the termination of these Terms, and regardless of whether a claim arises before or after the effective date of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

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Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms 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) file suit in a court of law to address an intellectual property infringement claim; or (c) seek injunctive relief in a court of law in a state or federal court in Delaware.

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Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting ieso.

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Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). ieso’s address for Notice of Arbitration is: 101 Federal Street, Suite 1900, Boston, MA 02110. A copy of all Notices of Arbitration must also be sent to ieso via email to hello@ieso.ai. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). 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 ieso may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, ieso will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if ieso has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and ieso may seek reimbursement for any fees paid to AAA.

Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or ieso must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

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Arbitration Relief. Except as provided in the “No Class Actions” section below, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. The arbitrator’s award shall be final and binding on all parties. Judgment on the award may be entered in any court having jurisdiction.

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No Class Actions. YOU AND IESO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and ieso agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

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

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Communication preferences; electronic notices and signatures

By providing your phone number and opting in to receive calls or text messages, you expressly consent to receive these communications, including those involving a pre-recorded or artificial voice or placed using any automatic telephone dialing system or other automated system for placing calls or sending texts to the phone number that you provide. Consent to receiving text messages is not required to receive products or services from us. Message frequency may vary, and your carrier’s message and data rates may apply. As we are located in the United States, international rates may apply depending on your location.

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You acknowledge that text messages and emails may be unencrypted and carry some risk that the information in the messages could be read by an unauthorized person. You further acknowledge and agree that ieso cannot guarantee the security and confidentiality of the text and email messages that we send to you and we are not responsible for any unauthorized access that occurs during or after the transmission of the text messages to you.

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You can opt out of receiving future email or text message communications by following the opt out or unsubscribe instructions in the communication. Opting out of emails, calls, or text messages does not mean that we will not contact you about our Site.

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Changes

We may update these Terms from time to time. Updates are effective when posted.

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Regulatory notice

Velora has not been evaluated, cleared, or approved by the U.S. Food and Drug Administration (FDA). This product is not intended to diagnose, treat, cure, mitigate, or prevent any disease, medical condition, or abnormal physical state. Velora should not be used as a substitute for professional medical advice, diagnosis, or treatment.

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The information provided by Velora is for educational and informational purposes only. Always seek the guidance of your physician or other qualified healthcare provider with any questions you may have regarding a medical condition or treatment. Never disregard professional medical advice or delay in seeking it because of something you have read or experienced while using Velora.

In case of a medical emergency, contact your healthcare provider or emergency services immediately.

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Miscellaneous terms

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

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

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

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Force Majeure. ieso shall be excused from performance under these Terms if we fail or are prevented, forbidden or delayed from performing by reason of: (a) any provision of any present or future law or regulation or order of any court or any other national, state, county, or other local government body; (b) any act or omission of a third party, beyond our reasonable control; or (c) any other circumstance beyond our reasonable control, including inclement weather, strikes, acts of terrorism or war, any emergency condition, persistent computer or telecommunications failures or any acts of God.

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

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

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Severability. All parts of these Terms apply to the maximum extent permitted by law. ieso and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

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

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Contact

Questions about these Terms: privacy@ieso.ai