TERMS AND CONDITIONS

Date of Last Revision: 03/11/2022

INTRODUCTION

VIAPROTEC HOLDING, INC. owns and operates www.viapromeds.com. The Site services for registered uses include:

(i) providing individuals with information on health care and wellness (“Content”)

(ii) providing individuals with access to pharmacy services;

(iii) development and gathering of health care records and health care information with retention of the same for use in health care provider appointments, communications, and pharmacy services;

(iv) administrative support in connection with scheduling, payment for health care provider services, and payment for pharmacy services; and

(v) telecommunications support for using the Services as a means of direct access to health care providers provided by VIAPROMEDS, LLC. and similar affiliated professional entities for communication, consultations, assessments, treatment and medicine distribution by such health care organizations and their providers.

These terms and conditions of use (“Terms of Use”) describe your rights and responsibilities with regard to the VIAPROMEDS site that you may use to receive Services. Your access to and use of the Sites is subject to these Terms of Use, our Privacy Policy, as well as all applicable

laws and regulations. In these Terms of Use, the terms “you” and “yours” refer to the person using the Services. Even though you may have arrived to the Sites through a website or mobile application operated or controlled by a third party, you understand and agree that these Terms of Use are entered into between you and VIAPROMEDS. If you do not accept and agree to be bound by these Terms of Use, you are not authorized to access or otherwise use the Site, Services or any information or Content provided through the Site or Services. The Site and Services are continually under development, and VIAPROMEDS reserves the right to review or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you. You should check the Terms of Use from time to time when you use the Site or Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the Site. Unless otherwise indicated, any new Content added to the Services is also subject to these Terms of Use upon posting to the Site. If you disagree with these Terms of Use, your sole and exclusive remedy is to discontinue your use of the Site and/or Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

AVAILABILITY

Our Services are currently available to individuals in 50 states.

ELIGIBILITY

In order to qualify to use the Services, the following must be true:

· You are age 18 or over.

· You are located in the USA.

· You agree to be legally bound by and comply with these Terms of Use.

You understand and agree that satisfying the above requirements does not guarantee that you will receive Services through VIAPROMEDS. In addition to the above requirements, VIAPROMEDS and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

REQUIREMENTS FOR USE

You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software in order to use the Site. Fees and charges may apply to your use of the mobile services and to the Internet.

SPECIAL CONSENT TO TELEHEALTH SERVICES

Telemedicine involves the delivery of health care services using electronic communications, information technology, or other means between a health care provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up and/or related patient education, and may include, but is not limited to:

· Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider;

· Interactions between a patient and health care provider via audio, video, and/or data communications; and

· Use of output data from medical devices, sound, and video files.

The electronic systems used in the Services will incorporate network and software security protocols to protect the privacy and security of health information and imaging data, and will include measures to safeguard the data to ensure its integrity against intentional or unintentional corruption.

YOUR RELATIONSHIP WITH VIAPROMEDS

We are a technology company that makes available to individuals who register as users of the Service (“Users”) certain products and services sold or offered by VIAPROMEDS or by third-party medical providers, pharmacies, or other vendors. Our Service provides access to prescription fulfillment services offered by the following medical provider: Linares Medical Group (the “Medical Group”) and laboratory services from the following laboratory: ProficientRx (the “Lab”). By accepting this Agreement, you acknowledge and agree that any services you receive from the Lab or Medical Group through the Platform are also subject to this Agreement, and that the Lab, and Medical Group are third-party beneficiaries of this Agreement.

With respect to the Lab, and the Medical Group, we act solely as a technology platform to connect you with the products and services offered by the Lab and Medical Group through the Service. We do not control or interfere with the practice of medicine by the Medical Group, each of whom is solely responsible for the medical care and treatment he or she provides to you. Viapromeds makes no representations or warranties about

the suitability, reliability, timeliness or accuracy of the medical care and treatment provided by the Medical Group. By accepting this Agreement, you acknowledge and agree that Viapromeds is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other health care provider-patient relationship with Viapromeds. By using the Service, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with the Medical Group.

By accepting this Agreement, you acknowledge and agree that, the Medical Group may send you messages, reports, and emails via the Service regarding your diagnosis and/or treatment. You further understand and agree that it is your sole responsibility to monitor and respond to these messages, reports, and emails and that neither Viapromeds nor the Medical Group will be responsible in any way and you will not hold Viapromeds, or Medical Group liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or for your failure to comply with any treatment recommendations or instructions from the Medical Group.

While you are not establishing a doctor-patient or other health care provider-patient relationship with Viapromeds, by using the Service, you are establishing a direct customer relationship with Viapromeds to use the Platform and to purchase any non-prescription products or non-medical services sold directly to you by Viapromeds through the Platform. In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy. Please refer to the “Privacy Policy” section for additional information.

CONSULTATIVE SERVICE

In some cases, a VIAPROMEDS or affiliated health care provider may use the Services to provide advice or treatment to you. A health care provider consulting with you through the Services may not have the benefit of information that would be obtained by examining you in person and observing your physical condition, in each instance. Therefore, the health care provider may not be aware of facts or information that may affect his or her opinion regarding a potential diagnosis or treatment recommendation. To reduce the risk to you of this limitation, VIAPROMEDS strongly encourages you to provide all relevant information and discuss any and all diagnosis and treatment options with a health care provider. Moreover, a health care provider utilizing VIAPROMEDS may be limited by state law in prescribing certain medications to you without first conducting an in-person physical examination. By deciding to engage the Services, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that: (i) any diagnosis you may receive is limited and, in some cases, provisional; (ii) the health care services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a health care provider; (iii) a health care provider acting through the Services may not have important information that is usually obtained through a “hands-on” physical examination; and (iv) the absence of a physical examination may affect the health care provider’s ability to diagnose any potential condition, disease or injury.

SITE CONTENT

Except for specific communications received from our VIAPROMEDS doctors or affiliate health care organizations and providers, none of the Content you receive through the Site should be considered medical advice.

REGISTRATION AND USER ACCOUNTS

Although certain parts of the Sites are accessible by any individual, you are obligated to register with VIAPROMEDS in order to access the Services. The Services are available only to users who have registered with VIAPROMEDS and to other persons affiliated with VIAPROMEDS who have been granted accounts with usernames and passwords (“Secure Users”). If you are a Secure User, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself that you have provided to VIAPROMEDS. If you do not maintain such information, or VIAPROMEDS has reasonable grounds to suspect as much, VIAPROMEDS has the right to suspend or terminate your account and your use of the Services. You also agree to immediately notify VIAPROMEDS of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing info@viapromeds.com. VIAPROMEDS may take any and all actions it deems necessary or reasonable to maintain the security of the Sites, Services and your Secure User account.

You agree to keep confidential your username and password and to exit from your Secure User account at the end of each session. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else’s account at any time. VIAPROMEDS explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You acknowledge and agree that: (1) all or any part of the Site may not be accessible at any time, for any period, or for any reason; and (2) VIAPROMEDS will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period.

OWNERSHIP OF INFORMATION SUBMITTED VIA THE SITES

With the exception of any personal data or information you submit maintained in accordance with our Privacy Policy (which may be governed by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”) or related state-specific privacy laws and regulations), you understand and agree that any information you provide to VIAPROMEDS on or through the Sites or Services, whether by direct entry, submission, email or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of VIAPROMEDS.

Such information may be used for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. VIAPROMEDS shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to VIAPROMEDS via the Services or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information.

For any personal data or information subject to the foregoing exception, and to the extent permitted by law, you: (1) understand and agree that any such information provided by you may be used, copied or displayed by VIAPROMEDS, VIAPROMEDS may create derivative works of any such data, and VIAPROMEDS may provide such data to our service providers, our successors and assigns, and affiliated health care providers, and their affiliated professional entities, in performance of their services; and (2) grant VIAPROMEDS, our service providers, our successors and assigns, and affiliated health care providers, and their affiliated professional entities, the fully transferable and sublicenseable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties any data or information you submit on or through the Sites for the purposes of providing services to you; conducting research or analyses of such data; and designing, developing, implementing, modifying and/or improving new, current or future features, products and services of VIAPROMEDS using such data.

LINKS TO THIRD-PARTY HYPERLINKS AND WEBSITES

The Site may contain hyperlinks or references to other websites (“Linked Sites”) operated by third parties. The Linked Sites may not be under our control, therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement of the Linked Site or any association with its operators. Your use of these Linked Sites is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.

You may have arrived to the Site through a Linked Site, including a Linked Site. You understand and agree that we are not responsible for the information, products or services described on those Linked Sites and only these Terms of Use will apply to your use of or access to the Site.

TERMINATION

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

VIAPROMEDS may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the Sites or Services with or without prior notice, for any reason, and at any time. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

Subject to applicable law, VIAPROMEDS 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 such termination, VIAPROMEDS will have

no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms of Use, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold VIAPROMEDS harmless from any and all liability that VIAPROMEDS may incur therefore.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless VIAPROMEDS, its directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, 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, your use of materials or features available on the Site in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms of Use.

PACKAGING AND FULFILLMENT RESTRICTIONS

By selecting VIAPROMEDS to fulfil any prescriptions provided by health care providers through the Services, you acknowledge that your medication, if approved, will not be shipped in child-resistant packaging and that you must keep it out of the reach of children.

PAYMENT

You agree to pay all fees due for services requested. You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have. By entering your payment information and submitting your request, you authorize us, and our third-party payment processors to charge the amount due.

You understand and agree that you are responsible for all fees due to receive health care services and pharmacy services, including any fees charged by the health care organization(s) or provider(s). Your payments to VIAPROMEDS may include fees charged by health care organization(s) or provider(s) for health care services and/or pharmacy services, which VIAPROMEDS collects on their behalf. In the event that your credit card expires or VIAPROMEDS, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method. VIAPROMEDS and/or the health care organization(s) and/or provider(s) have no obligation to provide any health care services or pharmacy services unless and until full payment has been received and/or verified.

SPECIAL NOTICE TO MEDICARE AND MEDICAID BENEFICIARIES

Federal and state health care programs, such as Medicare and Medicaid, do not pay for all health care costs, even for some health care services and products that you or your health care provider have good reason to think you need. If you are a beneficiary of a federal or state health care program, and such program does not pay for certain services or products rendered to you, you may have to pay for these services and products. As we understand it, neither federal nor state health care programs currently pay for any of the medical services or products made available through the Services performed by affiliated health care organizations or providers, at least not in the way such services or products are provided (i.e., using telemedicine and bundled treatment offerings). By agreeing to use the Services, you acknowledge and agree that: (1) you will pay directly for any medical services and products provided to you, and (2) neither VIAPROMEDS nor any VIAPROMEDS affiliated health care organization or provider will bill any federal or state health care program for such medical services or products.

GOVERNING LAW; DISPUTE RESOLUTION; ARBITRATION; VENUE; SEVERABILITY OF PROVISIONS

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND VIAPROMEDS TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING

INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM VIAPROMEDS

These Terms of Use and your use of the Sites shall be governed by the laws of the State of California, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms of Use will be resolved exclusively by final and binding arbitration in Los Angeles, California, under the rules of the American Arbitration Association, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction. The parties agree that the courts located in Los Angeles, California shall have exclusive personal jurisdiction, subject matter jurisdiction, and venue for any such claim.

All parts of these Terms of Use apply to the maximum extent permitted by law. VIAPROMEDS 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 of Use 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.

NO AGENCY RELATIONSHIP

Neither these Terms of Use, nor any Content, materials or features of the Services 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.

ASSIGNMENT

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

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