Effective Date: March 3, 2022

These terms and conditions of use (“Terms of Use” or “Terms”) govern your (“Your” or “You”) use of our online interfaces and properties (e.g., websites and mobile applications) owned and controlled by Oncology Analytics, Inc., d/b/a OncoHealth (“OncoHealth” or “We”).

OncoHealth on its own behalf and on behalf of its affiliates and/or wholly owned subsidiaries including but not limited to OncoHealth Medical Group, P.A. makes certain telehealth related information available to you and/or facilitates your access to telemedicine and expert medical services. OncoHealth owns and operates (i) various publicly available websites including without limitation, www.oncohealth.us, www.irisoncology.com, and (ii) various web based and mobile applications that require you to create an account in order to use the Iris telehealth platform (collectively, the “Site”) and the services available to users through the Site (“Services”). Your compliance with these Terms of Use is a condition to your use of the Site. If you do not agree to be bound by the Terms of Use, promptly exit the Site. Please also consult our OncoHealth Privacy Policy for a description of our privacy practices and policies, including how we collect and handle your personal health information and financial information. Please review these Terms carefully before using the Services. We may change these Terms or modify any features of the Services at any time. You accept these Terms by using the Services, and you accept any changes to the Terms by continuing to use the Services after we post or send you the changes.

Important Information about Your use of the Services

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.

OncoHealth does not provide any physicians’ or other healthcare providers’ services itself. All of the providers are independent of OncoHealth and use the Site as a way to communicate with you. All clinical services for OncoHealth are provided by one of the OncoHealth Medical Group P.A.’s (“OncoHealth Medical Group”), each an independent, physician-owned medical group with a national network of United States based licensed providers who provide clinical telehealth services (collectively, the “Providers”). Any information or advice received from a Provider comes from the Provider alone, and not from OncoHealth. Your interactions with the Providers via the Site are not intended to take the place of your relationship with your regular health care practitioners.

You acknowledge that your reliance on any Providers or information provided by the Providers via the Site is solely at your own risk and you assume full responsibility for all risk associated herewith. OncoHealth does not engage in the practice of medicine or provide any other health services. OncoHealth is independent from any healthcare provider who will be providing such telemedicine services to you through the Site and is not responsible for such healthcare providers’ acts, omissions or for any content of the communications made by them.

Neither OncoHealth nor any of their subsidiaries or affiliates or any third party who may promote the Services or provide a link to the Site, shall be liable for any professional advice obtained from a Provider via the Site or for any other information obtained on the Site.

1. Ownership of The Site and Related Materials

All pages within this Site and any material made available for download are the property of OncoHealth, or its licensors or suppliers, as applicable. The Site is protected by United States and international copyright and trademark laws.

2. Electronic Communications

When you use the Site, including sending e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

SMS messaging related information as follows:

a. When you opt-in to the service, we may send you an SMS message to confirm your signup. You can cancel the SMS service at any time. Just text “STOP” to the SMS message you receive.

b. As always, message and data rates may apply for any messages sent to you from us and to us from you. You will receive a varied frequency of messages. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. For all questions about the Services, you can send an email to support@irisoncology.com.

c. If you have any questions regarding privacy, please send an email to support@irisoncology.com.

3. Site Access, Security and Restrictions; Passwords

If you create a subscriber account for the OncoHealth Site, you agree to complete the registration process by providing current, complete, and accurate information as required by OncoHealth. You agree that you are fully responsible for all activities that occur under your account. In the event access to the Site or a portion thereof is limited requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas using only your user ID and password and can be optionally used in combination with biometric authentication capabilities. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. Your access to the Site may be revoked by OncoHealth at any time with or without cause.

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Site or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law. If you are under 18, you may use the OncoHealth Services only with involvement of a parent or guardian.

You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Site, deep-link to any feature or content on the Site, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

Violations of system or network security may result in civil or criminal liability. OncoHealth will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site.

4. License and Access

Subject to your compliance with these Terms of Use and your payment of any applicable fees, OncoHealth or its content providers grant you a limited, non-exclusive, non-transferable, non-sub-licensable license to access and make personal and non-commercial use of the OncoHealth Services. This license does not include any resale or commercial use of any OncoHealth Service, or its contents; any collection and use of any service listings, descriptions, or prices; any derivative use of any OncoHealth Service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms of Use are reserved and retained by OncoHealth or its licensors, suppliers, publishers, rights holders, or other content providers. No OncoHealth Service, nor any part of any OncoHealth Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of OncoHealth. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of OncoHealth without express written consent. You may not use any meta tags or any other “hidden text” utilizing OncoHealth’s name or trademarks without the express written consent of OncoHealth. You may not misuse the OncoHealth Services. You may use the OncoHealth Services only as permitted by law. The licenses granted by OncoHealth terminate if you do not comply with these Terms of Use.

The Contents of the Site, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Site (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by OncoHealth.

5. Accuracy and Integrity of Information

Although OncoHealth attempts to ensure the integrity and accuracy of the Site, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Site and Content thereon. It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform OncoHealth so that it can be corrected. Information contained on the Site may be changed or updated without notice. Additionally, OncoHealth shall have no responsibility or liability for information or Content posted to the Site from any non-OncoHealth affiliated third party.

6. Links to Other Sites

OncoHealth makes no representations whatsoever about any other website that you may access through this Site. When you access a non-OncoHealth site, please understand that it is independent from OncoHealth, and that OncoHealth has no control over the Content on that website. In addition, a link to a non-OncoHealth website does not mean that OncoHealth endorses or accepts any responsibility for the Content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.

7. User Information

If you submit, upload, post or transmit any health information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images or other materials to us or our Site (“User Information”), you agree not to provide any User Information that (1) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. You agree not to contact other site users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to OncoHealth and the Providers that you have the legal right and authorization to provide all User Information to OncoHealth and the Providers for use as set forth herein and required by OncoHealth and the Provider.

8. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR OTHER VIOLATION OF RIGHTS. WE DO NOT WARRANT THE ADEQUACY, CURRENCY, ACCURACY, LIKELY RESULTS, OR COMPLETENESS OF THE SERVICES OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE SERVICES, OR THAT THE FUNCTIONS WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE. WE EXPRESSLY DISLCAIM ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT INCLUDED IN THE SERVICES OR ANY THIRTY-PARTY SITES LINKED TO OR FROM THE SERVICES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

In no event will OncoHealth or its parents, subsidiaries, affiliates, licensors, suppliers and their directors, officers, trustees, affiliates, subcontractors, employees, agents, and assigns be liable for any direct or indirect, special, incidental, consequential or punitive damages, lost profits, or other damages whatsoever arising in connection with the use of the Site or provision of Services, any interruption in availability of the Services, delay in operation or transmission, computer virus, loss of data, or use, misuse, reliance, review, manipulation, or other utilization in any manner whatsoever of the Services or the data collected through the Services, even if one or more of them has been advised of the possibility of such damages or loss. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

You agree that your sole remedy for any claim arising out of or connected with the Services will be to cease using the Services.

You acknowledge and agree that OncoHealth is not engaged in the practice of medicine and that OncoHealth is not determining appropriate medical use of the Services. OncoHealth and any licensors, suppliers, or third parties who promote the Services or provide you with a link to the Services expressly disclaim any and all liability resulting from the delivery of healthcare via the Site, including but not limited to professional liability.

9. Indemnification

You agree to indemnify, defend and hold OncoHealth and its parents, subsidiaries, affiliates, licensors, suppliers and their directors, officers, trustees, affiliates, subcontractors, employees, agents, and assigns harmless from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to or associated with your use of the Services and any alleged violation by you of these Terms, violation of applicable law, or access by anyone accessing the Site using your user ID and password. OncoHealth reserves the right to assume the exclusive defense of any claim for which either or both are entitled to indemnification under this section. In such event, you shall provide us with such cooperation as we reasonably request.

10. Dispute Resolution

OncoHealth will try work in good faith to resolve any issue you have with Site, including services ordered or purchased through the Site, if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction. In the event we cannot resolve a dispute between us, you agree that all matters related to any use or access of the Site, the Services or any other OncoHealth site will be governed by the laws of the State of Georgia, without regard to its conflicts of laws rules. You hereby waive any objections to such jurisdiction or venue. Any claims or controversies arising out of this Agreement, and/or the related use and access of the Site, the Services or any other OncoHealth site, shall be exclusively in the state courts of Fulton County, Georgia.

11. Force Majeure

We will not be deemed to be in breach of these terms or liable for any breach of these terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire or other disaster.

12. Right to Modify Revisions; General

OncoHealth reserves the right to modify these Terms of Use at any time, in its sole discretion, effective upon posting or providing you with an updated Terms of Use. Any use of the website after such changes will be deemed an acceptance of those changes. You agree to review the Terms of Use each time you access the website so that you may be aware of any changes to these Terms. OncoHealth uses Google Analytics, a third-party tracking service, which uses cookies to track non-personal identifiable information about our visitors to our main site in the aggregate to capture usage and volume statistics. OncoHealth has no access to or control over these cookies. The companion Privacy Policy covers the use of cookies by OncoHealth only and does not cover the use of cookies by any third-party. OncoHealth reserves the right, in its sole discretion, to terminate your access to all or part of the Site, with or without cause, and with or without notice. In the event that any of the Terms of Use are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect. OncoHealth may provide notices or communications to you on the Site and you agree that such notices shall constitute notice to you whether or not you actually access the notice.