HAWAII MEDICAL SERVICE ASSOCIATION (HMSA) MOBILE APPLICATION END USER LICENSE AGREEMENT (“AGREEMENT”)

PLEASE READ THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE HMSA’S ONLINE CARE MOBILE APPLICATION. THIS AGREEMENT IS SOLELY BETWEEN YOU AND HMSA. APPLE, INC. (INCLUDING ITS SUBSIDIARIES, “APPLE”) AND GOOGLE (INCLUDING ITS SUBSIDIARIES “GOOGLE”) ARE NOT RESPONSIBLE FOR ANY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OBLIGATIONS CONCERNING OCM WHATSOEVER. THIS AGREEMENT SETS FORTH THE TERMS UPON WHICH EACH INDIVIDUAL IS AUTHORIZED TO DOWNLOAD, INSTALL AND USE OCM ON HIS OR HER APPLE iOS OR ANDROID DEVICE (REFERRED TO IN THIS AGREEMENT AS “YOU”).

Welcome to HMSA’S Online Care Mobile (“OCM”), the mobile application for Apple iOS and Android devices for end users to access the HMSA’s Online Care Services System (“System”) provided by HMSA pursuant to which they may interact with their healthcare providers (“Online Care Services”). OCM and the System are owned and operated by HMSA under license from American Well Corporation. To download, install or use OCM to access the System and receive Online Care Services, You must agree to be bound by all of the terms of this Agreement. By downloading, installing or using OCM, You are agreeing to be bound by all of these terms. Please print and keep a copy of this Agreement. HMSA may, from time to time, change the terms of this Agreement. You agree to review any such changes and to be bound by them. THIS AGREEMENT GOVERNS YOUR USE OF OCM TO ACCESS THE SYSTEM, AND IS IN ADDITION TO THE TERMS OF USE FOR THE SYSTEM. YOU MUST ALSO AGREE TO THE TERMS OF USE FOR THE SYSTEM BEFORE USING THE SYSTEM AND RECEIVING ONLINE CARE SERVICES.

LICENSE AND RESTRICTIONS

Subject to the terms and conditions herein and any modifications to these terms in the future for which HMSA provides you notice, HMSA hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the software, content, and documentation on and in OCM, in object code format, only, on any iOS or Android device that You own or control, and as permitted by the Usage Rules set forth in the Apple App Store and Google Play Terms of Service, only to the extent necessary for You to receive Online Care Services. You must enroll in the Online Care Services prior to accessing them through OCM. You agree to only use the System while you are present in the State of Hawaii. You agree not to sell, rent, lease, transfer, sublicense, provide service bureau or timeshare services, distribute or otherwise make OCM available to third parties for any reason. You further agree not to: (i) modify, translate, copy, reverse engineer, decompile, disassemble, re-engineer, or otherwise create or attempt to create the source code of OCM, or its structural framework, or (ii) modify or create derivative works of OCM or use OCM in whole or in part for any purpose except as expressly provided in this Agreement. You also agree not to allow or permit others, directly or indirectly (including but not limited to the use of wizards, agents, bots, or other utilities) to perform any of the actions prohibited in (i) and (ii) in the immediately preceding sentence.

THIRD PARTY TERMS OF AGREEMENT

Certain components of OCM may be provided by third parties. Any software, content or services provided by HMSA from a third party (“Third Party Components”) is provided to You hereunder subject to the terms and conditions of the applicable third party, which terms and conditions for such Third Party Components may change from time to time and if not otherwise provided to you are available by request from HMSA. If any such Third Party Components become unavailable to HMSA for any reason, or HMSA deems it appropriate, in its reasonable discretion, then HMSA may remove or replace such Third Party Components.

You must comply with all applicable third party terms of agreement while using OCM, such as the terms of your agreement with your wireless data service provider.

RESERVATION OF RIGHTS

HMSA and/or its licensors shall at all times solely and exclusively own all right, title, and interest in and to OCM and the related documentation, materials created or generated by HMSA as well as the specifications, technology and all intellectual property or other rights in the foregoing, including but not limited to any and all modifications and derivative works. No implied licenses are granted.

MOBILE ACCESS

You are eligible to use OCM because You have been previously enrolled to use the System to receive Online Care Services through an entity with a contract in place with HMSA. You agree that You shall use OCM to access the System and receive Online Care Services only in accordance with the terms of this Agreement and the Terms of Use governing the use of the System and Online Care Services, applicable law, and the rules, policies and procedures established by HMSA for use of the System and receipt of Online Care Services. You agree to use OCM in a manner consistent with all applicable standards and requirements, local, state, and national laws and regulations, and otherwise in accordance with this Agreement and any rules, policies and procedures established by HMSA for use of OCM. By registering and using OCM, You represent and warrant that all information provided to HMSA in connection with this Agreement, including in the process of registration for OCM, is true, accurate and complete. You are responsible for obtaining and maintaining all equipment and systems necessary to access OCM and for paying all charges related thereto.

SECURITY

Access to OCM is enabled only through the use of a username and password. You shall maintain your username and password in strict confidence. In no event shall you share your username and password with any third party or allow another person to access OCM using Your username and password. You shall notify American Well immediately if you have any reason to believe that your username and password, or your iOS or Android device, has been lost or compromised or misused in any way. You are fully and solely responsible for any and all use of OCM using your username and password or iOS or Android device. HMSA reserves the right to revoke or deactivate your OCM account at any time.

ACCEPTABLE USE

You agree not to access or use OCM in an unlawful way or for an unlawful or illegitimate purpose. You shall not post, transmit or store (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of OCM, the System or Online Care Services through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use OCM in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access OCM for any purpose.

OPERATION AND RECORD RETENTION

HMSA reserves complete and sole discretion with respect to the operation and use of OCM. HMSA may collect, retain, and use records and other data and information relating to Your use of OCM, including but not limited to, the history of use. HMSA may also, among other things, withdraw, suspend or discontinue OCM or any functionality or feature of OCM. HMSA is not responsible for maintaining data arising from the use of OCM. HMSA reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to Online Care Services pursuant to any internal record retention and/or destruction policies as such policies may be amended from time to time.

HMSA’s licensors and suppliers may obtain personal data from HMSA, pharmacy benefits managers and other third parties that provide data interchange services. That data will be subject to the same privacy and security policies as the Personal Information that you submit to us as governed by the Terms for the Online Care Services.

HMSA and/or its licensors and suppliers may combine, in a non-identifiable format, the Personal Information you provide with information from other users to create aggregate data that may be disclosed to third parties for general public health, commercial, or other purposes. Aggregate data does not contain any information that could be used to contact or identify you.

HMSA reserves complete and sole discretion with respect to the operation of the Services. HMSA may, among other things, withdraw, suspend or discontinue any functionality or feature of OCM or the Online Care Services or discontinue OCM and/or the Online Care Services completely. HMSA is not responsible for maintaining data arising from use of OCM. HMSA reserves the right to maintain, delete or destroy all communications and materials posted or uploaded via OCM pursuant to HMSA’s internal record retention and/or destruction policies.

NON-DISCLOSURE AND CONFIDENTIALITY

In using OCM, You will have access to confidential information of HMSA and its licensors (“Confidential Information”) that may include, but is not limited to, software, codes, technology, logic, techniques, formats, tools, designs, concepts, methods, processes, ideas, functional specifications, technical materials and information, and related documentation.

You agree to maintain and safeguard vigilantly the privacy and security of all Confidential Information. You shall implement and maintain appropriate safeguards to protect the confidentiality, integrity, and availability of all Confidential Information, to protect against reasonably anticipated threats or hazards, and to prevent use or disclosure of Confidential Information accessed through the Services other than as permitted by this Agreement or required by law. Such safeguards shall comply with all applicable federal, state, and local requirements and with security measures and controls that may be required from time to time by HMSA and its licensors and suppliers.

Without limiting the foregoing, You agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use OCM and the Confidential Information only as needed to use the System to receive Online Care Services; (ii) not to access, use or disclose any Confidential Information that You have no legitimate authorization to access, use or disclose; (iii) not to access OCM or any Confidential Information for any other individual or any unauthorized third party; (iv) to restrict physical and system access to OCM as well as any equipment which contains Confidential Information or which gives access to Online Care Services; and (v) implementing procedures to ensure no computer or terminal with live access to OCM is left unattended at any time.

You immediately shall notify, and cooperate fully with HMSA in the event You discover or suspect: (a) any unauthorized use of or access to OCM; (b) any inappropriate use or disclosure of information contained in OCM or obtained through use of OCM; (c) the recognition or introduction of any virus, worms, trojan horses and other destructive items; or (d) any Security Incident (as defined in the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR parts 160, 162 and 164 and any applicable state law). If in the opinion of HMSA, a breach has affected or may affect any other OCM user or any individual whose PHI is contained on Online Care Services, then HMSA, in its discretion, may notify such Online Care Services user or individual of the breach or may require You to immediately notify such user or individual of the breach.

The Notice of Privacy Practices from Online Care Services will also apply to your use of OCM.

NOTIFICATION

You agree to notify HMSA immediately if You become aware of any medical incident, error or adverse event arising out of any conversation, advice or service rendered to You using OCM which may reasonably be expected to give rise to a claim being made by You or if You have been named in any claim or suit arising out of any conversation, advice or service rendered by You using OCM.

TERMINATION

You or HMSA may suspend or terminate Your access to or use of OCM at any time, for any reason or for no reason. HMSA has the right (but not the obligation) to refuse to provide access to OCM to any person, agency or organization, or to prohibit any person, agency or organization from using the System or receiving Online Care Services, at any time, for any reason or for no reason at all, in our sole discretion. HMSA reserves the right to change, suspend, or discontinue all or part of OCM, temporarily or permanently, without prior notice. HMSA reserves the right to delete or change any Pin or other information at any time, for any reason or for no reason. You acknowledge and agree that the obligations relating to Confidential Information under this Agreement will continue after termination of this Agreement and termination of access rights hereunder.

VIOLATION OF THIS AGREEMENT

You acknowledge that Your access to OCM shall be immediately suspended and this Agreement shall be terminated if You violate any provision of this Agreement. You acknowledge and agree that a violation of this Agreement by You will result in irreparable injury for which monetary damages are an inadequate remedy that will entitle HMSA to obtain, without the posting of any bond or other security, a court order prohibiting You from using OCM, the System, Online Care Services, or any Confidential Information.

INTELLECTUAL PROPERTY

All of the content available on or through OCM is the property of HMSA Corporation or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property law. HMSA gives You permission to display, download, store and print the content only for Your personal use to connect to the System to access Online Care Services. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through OCM to anyone, including but not limited to others in Your organization. Any copy made of information obtained through OCM must include the copyright notice. All software and accompanying documentation made available for download from OCM is the copyrighted work of HMSA or its licensors. All HMSA Corporation trade and service names, including, but not limited to “HMSA™”, “HMSA The Next Generation of Health Communication™” and “AmWell” are trademarks of HMSA Corporation. All other brands and names are the property of their respective owners. Nothing contained in this Agreement or in OCM should be construed as granting any license or right to use any trademark of HMSA or its licensors or suppliers without the express written permission of HMSA or such third-party that may own the trademark.

LINKS

Areas accessed using OCM may contain links to other web sites. Please note that when You click on any of these links, You are entering another web site for which we have no responsibility or control. The inclusion of any link does not imply affiliation, endorsement or adoption by us of the linked site or any medical or other information contained therein. HMSA encourages You to read the terms and conditions, data-gathering practice and privacy policies of all linked sites as they may materially differ from ours. You agree that HMSA shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on this site. It is up to You to take precautions to ensure that whatever linked material You select is free of items such as viruses, worms, Trojan horses and other destructive items.

WARRANTY DISCLAIMERS

ACCESS TO OCM AND THE INFORMATION CONTAINED VIA OCM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, HMSA DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, HMSA DOES NOT WARRANT THAT ACCESS TO OCM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES HMSA MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF OCM OR ANY OF THE INFORMATION CONTAINED THEREIN. NO ADVICE OR OTHER REPRESENTATIONS BY HMSA OR ITS AGENTS SHALL CREATE ANY WARRANTY. YOU EXPRESSLY AGREE THAT YOUR USE OF OCM AND YOUR RELIANCE UPON ANY OF THE CONTENTS ACCESSED IS AT YOUR SOLE RISK.

YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO OCM OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION VIA OCM CAUSED BY YOU OR ANY PERSON USING YOUR PIN. HMSA CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH OCM. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY. APPLE OR GOOGLE HAVE NO OBLIGATIONS UNDER THIS WARRANTY OR UNDER THIS AGREEMENT.

LIMITATIONS OF LIABILITY

IN THE EVENT OF ANY PROBLEM WITH OCM OR ANY CONTENT ACCESSED VIA OCM, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING OCM. UNDER NO CIRCUMSTANCES SHALL HMSA OR ANY LICENSOR OR SUPPLIER OR APPLE OR ITS SUBSIDIARIES, OR GOOGLE OR ITS SUBSIDIARIES BE LIABLE IN ANY WAY FOR YOUR USE OF OCM OR ANY OF THE CONTENTS ACCESSED, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.

UNDER NO CIRCUMSTANCES SHALL HMSA OR ITS LICENSORS OR SUPPLIERS OR APPLE OR ITS SUBSIDIARIES, OR GOOGLE OR ITS SUBSIDIARIES BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF OCM, THE SYSTEMS OR ONLINE CARE SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU HEREBY RELEASE AND AGREE TO HOLD HARMLESS HMSA, ITS LICENSORS AND SUPPLIERS AND APPLE AND GOOGLE FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OCM OR THE HMSA SYSTEMS. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

INDEMNIFICATION

Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of OCM, the System and Online Care Services, You agree to indemnify, hold harmless, and defend HMSA, and its parents, subsidiaries, affiliates, licensors, suppliers and Apple, and Google, and the officers, directors, affiliates, subcontractors, agents and employees of each of them (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) Your use of OCM; (ii) Your failure to comply with any applicable laws and regulations; and (iii) Your breach of any of Your obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party. Apple and Google have no obligations under this Agreement including, without limitation, any obligation to indemnify You for any third party claims, any responsibility for the operation of OCM, the System or Online Care Services, or any provision of maintenance or support for OCM.

ELECTRONIC NOTICES

You agree that we may send to You in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding OCM (collectively, “Notices”). HMSA can send You electronic Notices (1) to the e-mail address that You provided to HMSA during registration for Online Care Services or (2) by posting the Notice on the applicable service or otherwise through the Online Care Services website. The delivery of any Notice from HMSA is effective when sent, regardless of whether You read the Notice when You receive it or whether You actually receive the delivery. You can withdraw Your consent to receive Notices electronically by discontinuing Your use of the applicable service. In order to receive Notices electronically, You must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), and a Windows-based operating system or a Macintosh-based operating system with an Internet browser. You will need a printer attached to Your personal computer to print any Notices.

MISCELLANEOUS

You expressly acknowledge that this Agreement constitutes a contract between you and HMSA, that HMSA is an independent plan operating under a license with the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans (the “Association”), permitting HMSA to use the Blue Cross and Blue Shield Service Mark in the State of Hawaii, and that HMSA is not contracting as the agent of the Association. You further acknowledge and agree that you have not entered into this Agreement based upon representations by any person other than HMSA and that no person, entity, or organization other than HMSA shall be held accountable or liable to you for any of HMSA’s obligations to you created under this Agreement. This paragraph shall not create any additional obligations whatsoever on the part of HMSA other than those obligations created under other provisions of this Agreement.

This agreement shall be governed by the laws of the State of Hawaii without regard to its rules on conflicts or choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.

You agree to have any dispute between you and HMSA arising out of the terms of this agreement or in any way relating to the use of OCM and/or the Services resolved in binding arbitration. To request arbitration, you must submit a written request for arbitration to HMSA, Legal Services, P.O. Box 860, Honolulu, Hawaii 96808-0860. HMSA must receive your request for arbitration within one year of when you became aware or should have become aware of the events leading to your request for arbitration. In an arbitration, one person (the arbitrator) reviews the positions of all parties and makes the final decision to resolve the disagreement. No other parties may be joined in the arbitration. The arbitration is binding and the parties waive their right to a court trial and jury. Before arbitration actually starts, all parties (you and HMSA) must agree on the person to be the arbitrator. If you and HMSA cannot agree within 30 days of your request for arbitration, either you or HMSA may ask the First Circuit Court of the State of Hawaii to appoint an arbitrator. The arbitration hearing shall be in Honolulu, Hawaii. The rules of the arbitration shall be those of Dispute Prevention and Resolution, Inc. The arbitration shall be conducted in accord with the Federal Arbitration Act, 9 U.S.C. 1 et seq., and such other arbitration rules as both parties agree upon. The arbitrator will make a decision as quickly as possible and will give both parties a copy of this decision. The decisions of the arbitrator are final and binding and no further appeal or court action can be taken except as provided under the Federal Arbitration Act. HMSA will pay the arbitrator’s fee. You must pay your attorney’s or witness’ fees, if you have any, and HMSA must pay its attorney’s and witness fees. The arbitrator will decide who will pay all other costs of the arbitration.

No representations, statements or inducements, oral or written, not contained in this agreement or the terms for Online Care Services shall bind either you or HMSA. Any of the terms of this agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this agreement or affecting the validity or enforceability of the agreement as a whole. Failure to insist on performance of any of the terms of the agreement will not operate as a waiver of that or any subsequent default. No waiver by HMSA of any right under this agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. Any waiver must be in writing and signed by an authorized representative of the party waiving its rights. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Except as otherwise specifically provided herein, this agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by the parties.

Apple, as well as its subsidiaries, and Google, as well as its subsidiaries, are third party beneficiaries of this Agreement and as such have the right to enforce the terms and conditions of this Agreement against You. Any end user questions or complaints with respect to OCM should be directed to the following:

HMSA CORPORATION

Oahu: 948-6013

Neighbor Islands (Toll Free): 866-939-6013

A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.