HEALTH MANAGEMENT CORPORATION’S LIVEHEALTH ONLINE MOBILE APPLICATION END USER LICENSE AGREEMENT (“AGREEMENT”)

PLEASE READ THIS AGREEMENT. IF YOU DO NOT AGREE TO ITS TERMS, DO NOT DOWNLOAD THIS APPLICATION. THIS AGREEMENT IS SOLELY BETWEEN YOU AND HEALTH MANAGEMENT CORPORATION (“HMC”). 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 LHO MOBILE WHATSOEVER.

LiveHealth Online Mobile (“LHO Mobile”) is the mobile application for Apple iOS or Android devices that allows end users (“You”) to access the Online Care Services System (“System”) provided by HMC. To download, install or use LHO Mobile to access the System, You must agree to be bound by all of the terms of this Agreement. Please print and keep a copy of this Agreement.

THIS AGREEMENT GOVERNS YOUR USE OF LHO MOBILE ONLY TO ACCESS THE SYSTEM, AND DOES NOT REPLACE THE TERMS OF USE TO WHICH YOU MUST ALSO AGREE 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 HMC provides you notice, HMC hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the LHO Mobile application on Your mobile device, 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 from Your independent licensed healthcare providers in the United States. You agree not to sell, rent, lease, transfer, sublicense, provide service bureau or timeshare services, distribute or otherwise make LHO Mobile 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 LHO Mobile, or its structural framework, or (ii) modify or create derivative works of LHO Mobile or use LHO Mobile for any purpose except as provided in this Agreement. You agree not to allow or permit others, directly or indirectly to do the same.

THIRD PARTY TERMS OF AGREEMENT

Certain components of LHO Mobile may be provided by third parties. If any such third party components become unavailable to HMC for any reason, or HMC deems it appropriate, then HMC may remove or replace such third party components. The terms and conditions of this Agreement apply to such third party components, and each third party is a beneficiary of this Agreement and has the right to enforce this Agreement against you to the extent necessary to protect their rights.

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

RESERVATION OF RIGHTS

HMC shall at all times solely own all right, title, and interest in and to LHO Mobile, as well as the specifications, technology and all intellectual property or other rights relating to LHO Mobile, including but not limited to any and all modifications and derivative works. No implied licenses are granted.

MOBILE ACCESS

You agree to use LHO Mobile in a manner consistent with all applicable standards and requirements, local, state, and national laws and regulations, and otherwise in accordance with this Agreement, the Terms of Use governing the Online Care Services and any rules, policies and procedures established by HMC for use of LHO Mobile. By registering and using LHO Mobile, You represent and warrant that all information provided to HMC in connection with this Agreement and Your registration for LHO Mobile is true, accurate and complete.

SECURITY

Access to LHO Mobile 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 LHO Mobile 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 LHO Mobile using your username and password or iOS or Android device. HMC reserves the right to revoke or deactivate your LHO Mobile account at any time.

ACCEPTABLE USE

You agree not to access or use LHO Mobile 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 LHO Mobile or the System through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use LHO Mobile in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user account or computer systems or networks, through hacking, password mining or any other means.

OPERATION AND RECORD RETENTION

HMC reserves sole discretion with respect to the operation and use of LHO Mobile. HMC may collect, retain, and use records and other data and information relating to Your use of LHO Mobile, including but not limited to, the history of use. HMC may also, among other things, withdraw, suspend or discontinue LHO Mobile or any functionality or feature of LHO Mobile. HMC reserves the right to maintain, delete or destroy all communications and materials posted or uploaded through LHO Mobile pursuant to its own internal record retention and/or destruction policies.

NON-DISCLOSURE AND CONFIDENTIALITY

In using LHO Mobile, You will have access to confidential information of HMC (“Confidential Information”) that may include, but is not limited to, software, codes, technology, logic, techniques, formats, tools, designs, concepts, processes, functional specifications, technical materials and information, and related documentation. You agree to maintain the privacy and security of all Confidential Information.

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 LHO Mobile only to access 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 LHO Mobile or any Confidential Information for any other individual or any unauthorized third party; and (iv) to restrict access to LHO Mobile to yourself.

You immediately shall notify, and cooperate fully with HMC in the event You discover or suspect: (a) any unauthorized use of or access to LHO Mobile; (b) any inappropriate use or disclosure of information obtained through use of LHO Mobile; (c) the recognition or introduction of any virus, worms, Trojan horse or other destructive item.

TERMINATION

You or HMC may suspend or terminate Your access to or use of LHO Mobile at any time, for any reason or for no reason. HMC has the right (but not the obligation) to refuse to provide access to LHO Mobile to any person, agency or organization for any reason or for no reason at all, in our sole discretion. HMC reserves the right to change, suspend, or discontinue all or part of LHO Mobile, temporarily or permanently, without prior notice. 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 LHO Mobile 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 HMC to obtain, without the posting of any bond or other security, a court order prohibiting You from using LHO Mobile, the System, Online Care Services, or any Confidential Information.

INTELLECTUAL PROPERTY

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

LINKS

Areas accessed using LHO Mobile may contain links to other web sites. 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.

WARRANTY DISCLAIMERS

ACCESS TO LHO MOBILE 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, HMC 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, HMC DOES NOT WARRANT THAT ACCESS TO LHO MOBILE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES HMC MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF LHO MOBILE OR ANY OF THE INFORMATION CONTAINED THEREIN. NO ADVICE OR OTHER REPRESENTATIONS BY HMC OR ITS AGENTS SHALL CREATE ANY WARRANTY. YOU EXPRESSLY AGREE THAT YOUR USE OF LHO MOBILE 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 LHO MOBILE, ANY MOBILE DEVICE OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION VIA LHO MOBILE CAUSED BY YOU OR ANY PERSON USING YOUR PIN. HMC 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 LHO MOBILE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY.

LIMITATIONS OF LIABILITY

IN THE EVENT OF ANY PROBLEM WITH LHO MOBILE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING LHO MOBILE. UNDER NO CIRCUMSTANCES SHALL HMC OR ANY LICENSOR OR SUPPLIER OR APPLE OR ITS SUBSIDIARIES, OR GOOGLE OR ITS SUBSIDIARIES BE LIABLE IN ANY WAY FOR YOUR USE OF LHO MOBILE 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 INCURRED AS A RESULT OF THE USE OF ANY CONTENT.

UNDER NO CIRCUMSTANCES SHALL HMC 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 LHO MOBILE, 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 HMC, ITS LICENSORS AND SUPPLIERS AND APPLE OR 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 LHO MOBILE. 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, You agree to indemnify, hold harmless, and defend HMC, and its parents, subsidiaries, affiliates, licensors, suppliers and Apple or 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 LHO Mobile; (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 LHO Mobile or any provision of maintenance or support for LHO Mobile.

ELECTRONIC NOTICES

You agree that we may send to You in electronic form any privacy or other notices, disclosures, documents, communications or other records regarding LHO Mobile (collectively, “Notices”). HMC can send You electronic Notices (1) to the e-mail address that You provided to HMC 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 HMC is effective when sent, regardless of whether You read the Notice or whether You actually receive it.

MISCELLANEOUS

This Agreement shall be governed by the laws of the State of Indiana, without regard to it rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You consent to the exclusive jurisdiction of the courts of the State of Indiana for the resolution of any dispute based upon or relating to this Agreement. You also agree to comply with any applicable export laws concerning LHO Mobile. You agree that You are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that You are not listed on any U.S. Government list of prohibited or restricted parties. 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 any subsequent default. No waiver by HMC 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. You may not assign, transfer or delegate Your rights or obligations hereunder, in whole or in part. Apple, as well as its subsidiaries, and Google, as well as its subsidiaries, are third party beneficiary of this Agreement and as such has the right to enforce the terms and conditions of this Agreement against You.

Any questions or complaints with respect to LHO Mobile should be directed to LHO Customer Support at 1-888-548-3432

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.