TERMS OF SERVICE - Insito Health Medfinder

You (the “Patient”) hereby agree to abide by the following Terms and Conditions of Use (“Agreement” or “PSA”) with respect to the Services (defined below) provided by Insito Health, Inc, a Delaware corporation, with an address at 6 Moon St, Apt 2, Boston MA 02113 ("Insito Health"). Insito Health hereby agrees to provide the Patient with access to the Services set forth below and license herein. The receipt and legal sufficiency of this agreement are acknowledged.

TERMS AND CONDITIONS

1. SERVICES AND SUPPORT

   1. Insito Health Medfinder offers software and services that locate pharmacies that have specific medications in stock on behalf of patients (the “Services”).

   2. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Patient the Services. As part of the registration process, Patient will identify an administrative user name and password for Patient’s Company account.  Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

   3. Subject to the terms hereof, Company will provide Patient with reasonable technical support services in accordance with Company’s standard practice.  
      
      

2. RESTRICTIONS AND RESPONSIBILITIES

   1. Patient will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.  With respect to any Software that is distributed or provided to Patient for use on Patient premises or devices, Company hereby grants Patient a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

   2. Further, Patient may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

   3. Patient represents, covenants, and warrants that Patient will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  Patient hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Patient’s use of Services. Although Company has no obligation to monitor Patient’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

   4. Patient shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Patient shall also be responsible for maintaining the security of the Equipment, Patient account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Patient account or the Equipment with or without Patient’s knowledge or consent.

3. Term and Termination

   1. 1. Term: The term of this agreement shall commence upon the date of acceptance by the user and shall continue until terminated by either party in accordance with the terms herein.

   2. 2. Termination by User: Users may terminate this agreement at any time by providing written notice to Insito Health at least thirty (30) days prior to the intended termination date.

   3. 3. Early Termination Fee: In the event that a user wishes to terminate this agreement before the expiration of the thirty (30) day notice period, the user shall be liable to pay a one-time fee of $35 (USD) for early termination.

   4. 4. Termination by Insito Health: Insito Health reserves the right to terminate this agreement at any time without cause by providing written notice to the user at least thirty (30) days prior to termination.

   5. 5. Effect of Termination: Upon termination of this agreement, the user's access to the services provided by Insito Health shall cease immediately. Any outstanding fees or obligations owed by the user to Insito Health shall become immediately due and payable.

   6. 6. Survival: Sections of this agreement which by their nature should survive termination, including but not limited to, intellectual property rights, indemnification, and limitation of liability, shall survive termination.

   7. 7. Right to Modify: Insito Health reserves the right to modify or terminate the services provided, or to modify these terms of service at any time without prior notice. Users are encouraged to review the terms of service periodically for changes.

   By accepting these terms of service, the user acknowledges and agrees to abide by the provisions set forth herein regarding termination and agrees to any applicable fees associated with early termination.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

   1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Patient includes non-public data provided by Patient to Company to enable the provision of the Services (“Patient Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.  

   2. Patient shall own all right, title and interest in and to the Patient Data.  Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.     

   3. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Patient Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.   

4. TERM AND TERMINATION

   In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Patient will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Patient Data available to Patient for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Patient Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 

5. MEDICATION LIABILITY

Company does not assume any liability related to the patient's use of medications. Patients are solely responsible for their medications, and Company shall not be held responsible for any consequences arising from the use or misuse of medications.

6. PRESCRIPTION SEARCH GUARANTEE

Company does not guarantee that we will be able to find your prescription. Patients will be charged immediately when they sign up, but will be refunded if Company does not locate their medications.

7. OUT-OF-STOCK MEDICATION REFUND POLICY

If Insito Health Inc. successfully finds a medication at a pharmacy, refers that information to your provider, and the medication is subsequently out of stock by the time your provider submits the prescription to the pharmacy, Insito Health Inc. is not obligated to provide a refund or restart the search for the medication. Refunds or restarts may be done on a discretionary basis but are not a requirement.

7. COMMUNICATION CONSENT

By using our services, you consent to receive marketing and informational text messages from Insito Health Inc. to the phone number associated with your account. These messages may include promotional offers, updates, and other relevant information. Standard text messaging rates may apply.

Opt-Out: If you wish to opt-out of receiving marketing and informational text messages, you can do so by replying "STOP" to any message you receive or by contacting our customer support. Please note that opting out may limit your access to certain promotions or information.

Communication Frequency: Insito Health Inc. reserves the right to determine the frequency of marketing and informational text messages sent to patients. We strive to provide valuable and relevant content while respecting your preferences.

8. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY Patient TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

10. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Patient except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Patient does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of Massachusetts without regard to its conflict of laws provisions.  The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Patient otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.