Terms of Service

Please read these Terms of Service (the "Terms"), our Privacy Notice ("Privacy Notice") and our HIPAA Notice of Privacy Practices carefully because they govern your ("you" or "your") use of the websites located at https://prospermedical.com/ (the "Site") and online technology platform accessible thereon ("Platform") provided by Prosper Medical, Inc. ("Prosper"), through which you can access virtual medical and related healthcare services ("Virtual Care") provided by Prosper's affiliated practices, including PRSCA Medical Group, P.C. ("Practices"), which themselves employ or otherwise engage licensed professionals (collectively, the "Professionals" and together with Prosper and the Practices, "we," "us" or "our"). To make these Terms easier to read, the Site, Platform, and Virtual Care we provide, respectively, are collectively called the "Services."

⚠️ IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND PROSPER THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 "DISPUTE RESOLUTION" BELOW FOR DETAILS REGARDING ARBITRATION.

🚨 USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

⚠️ YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES MIGHT NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS, AND YOU ARE SOLELY RESPONSIBLE FOR (AND WE HEREBY DISCLAIM ALL LIABILITY IN CONNECTION WITH) DETERMINING APPROPRIATENESS OF THE SERVICES FOR ANY MEDICAL CONDITIONS OR CONCERNS.

1. Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not use the Services.

2. Privacy Notice

Please review our Privacy Notice which also governs your use of the Services, for information on how we collect, use and share your information.

3. Changes to these Terms or the Services

We may update the Terms from time to time at our sole discretion. If we do, we'll let you know by posting the updated Terms on the Site and/or may also send other communications. It's important that you review the Terms whenever we update them or you use the Services.

If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don't agree to be bound by the changes, you may not use the Services anymore.

Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. Who May Use the Services?

You may use the Services only if you are:

• 18 years or older

• Capable of forming a binding contract with Prosper

• Not otherwise barred from using the Services under applicable law

5. Your Relationship with Prosper

In connection with providing the Services, Prosper provides certain technological and other administrative support for or is otherwise affiliated with the Practices. The Practices employ or contract with Professionals to provide Virtual Care and other professional services.

Prosper acts as a technology platform to provide Patients with products and services offered through the Services, including connecting Patients with Practices and the Professionals. Prosper does not interfere with the practice of medicine, nursing or other licensed professional services by Practices or any Professionals.

Key Acknowledgments

By accepting these Terms, you acknowledge and agree that:

• Prosper is not a healthcare provider

• By using the Services, you are not entering into a doctor-patient or other healthcare provider-patient relationship with Prosper

• By using the Services, you may be entering into a doctor-patient or other health care provider-patient relationship with a Practice and/or one or more Professionals

Communications

By accepting the Terms, you understand that we may send you messages, reports, and emails via the Services regarding your diagnosis and/or treatment.

You further understand and agree that:

• It is your responsibility to monitor and respond to these messages, reports, and emails

• Neither Prosper nor the Practices or any Professional will be responsible in any way for any loss, injury, or claims resulting from your failure to read or respond to these messages

• You will not hold Prosper, any Practice or any Professional liable for your failure to comply with any treatment recommendations or instructions

Customer Relationship

While you are not establishing a doctor-patient relationship with Prosper, by using the Services, you may be establishing a direct customer relationship with Prosper to use the products and services made available through the Services and, in some cases, by the Professionals or Practices.

In connection with such a 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 Notice and our Notice of Privacy Practices.

6. Disclosures Regarding Content and Virtual Care for Patients

(a) Informational Content Disclaimer

The content of the Site is provided for informational purposes only. Any advice or information provided through the content on the Site:

• Does not create a provider-patient relationship

• Is not an aid to making medical decisions

• Is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease

• Is not a substitute for professional medical advice, diagnosis or treatment

Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of something you have read on the Site or because of information provided through the Services.

🚨 If you think you may have a medical emergency, call your doctor or 911 immediately.

⚠️ RELIANCE ON ANY CONTENT PROVIDED ON THE SITE BY PROSPER, OTHERS APPEARING ON THE SITE AT THE INVITATION OF PROSPER, OR OTHER USERS OF THE SITE IS SOLELY AT YOUR OWN RISK.

(b) Virtual Care Limitations

The Virtual Care you may receive from the Practices and Professionals through the Site:

• Should not be used as a replacement for professional guidance from any other health care providers

• May not necessarily give rise to a provider-patient relationship or an ongoing treatment relationship

Your Responsibilities:

• Seek follow-up or emergency care as needed or recommended by a Professional

• Continue to consult with other health care providers as needed or recommended

⚠️ Unexpected events may disrupt our electronic communication with you and we may not be able to contact you as quickly as we would like to due to uncontrollable circumstances. If you think you may have a medical emergency, call your doctor or 911 immediately.

Please be aware that our Professionals tailor their response to your specific situation, taking into account the information you have shared, and their response may not be appropriate for other similarly situated patients.

The Professionals who provide the Virtual Care may make recommendations and/or arrangements for follow-up care, as appropriate, and you are welcome to access our Services for these follow-up visits.

While the Services are intended to provide benefits such as convenient on-demand virtual access to Professionals and the Services they provide, there do exist potential risks associated with the use of the Services, which are outlined in the Informed Consent to Treatment, Telehealth and Virtual Care Services.

(c) Professional Licensing and Affiliations

All Professionals providing Virtual Care through the Site hold licenses or certifications applicable to provide professional services that are issued by the applicable professional licensing or certification board in the state where you received the Virtual Care.

Some Professionals providing Virtual Care through the Site hold other or higher professional licenses that were issued by a professional licensing board in the state in which they practice.

Services obtained through the Site are limited to virtual medical and related healthcare services.

Important Disclosures:

• The Professionals that render medical care to you through the Service may be engaged directly by the Practices and other medical care organizations that are affiliated with Prosper

• In connection with such affiliation, Prosper and/or such professional entities may have a financial interest in each other

• Any information or advice received from a Professional and/or their Practice comes from the Professional and/or their Practice

• Prosper is not responsible for the quality and appropriateness of any care that the Professional and/or their Practice renders to you

• While Prosper may facilitate your selection of and communications with the Professional, it is the Professional and/or their Practice providing the professional services or medical advice

• Any provider-patient relationship is only between you and the applicable Professional and/or their Practice, and not with Prosper

Complaints:

You can report a complaint relating to any Services provided by a Professional by:

• Contacting the professional licensing board in the state where you received the Virtual Care

• Contacting Prosper directly

In a professional relationship, sexual intimacy is never appropriate and should be reported to the professional licensing board that licenses, registers or certifies the licensee.

Medical Records:

Any clinical records created as a result of your use of the Site and of receiving the Virtual Care will be securely maintained by Prosper and/or its service providers on behalf of the Professional with whom you consult in compliance with applicable state and federal laws, rules and regulations, for a period that is no less than the minimum number of years that such records are required to be maintained under applicable state and federal laws, rules and regulations.

(d) Definition of Virtual Care/Telehealth

Prosper offers virtual medical and related healthcare services. The terms "virtual care" or "virtual visit" or "telehealth" generally refer to healthcare services that are provided to a patient in one location by a professional in a distant location facilitated through the use of some form of telecommunications technology, such as:

• Synchronous, interactive audio-video interfaces

• Asynchronous store-and-forward modalities

Telehealth technologies may also involve the electronic transmission of your:

• Medical records

• Images

• Personal health information

• Other data between you and a health care provider

The information exchanged between Professionals and you may be used for:

• Diagnosis

• Therapy

• Treatment

• Follow-up care

• Consultation

• Education

• Care management

• Self-management of your health care

(e) Potential Risks of Virtual Care

As with any type of health care services, there are potential risks associated with the use of virtual care services, including the Virtual Care provided through the Site:

Information Limitations

Information available to the Professionals may not be sufficient to make a correct diagnosis or other professional decisions. For example:

• There could be limitations in the information transmitted to the Professional and access to your complete medical records, which could lead to incorrect assessments or other adverse reactions

• Information that can be obtained only by in-person, physical examination or by being physically present with the patient will not be available

• In some cases, the Professional may conclude that the information transmitted is not sufficient (e.g., poor resolution of images) or on some other basis the nature of your issue is such that it does not allow for the Services to be provided appropriately by the Professional without an in-person evaluation

Technical Failures

Telehealth and virtual care rely on electronic communications and devices. Any technical failure or power outage could therefore:

• Delay or disrupt such communications

• Hinder, delay or erase Prosper's and its Professionals' ability to assist you

These limitations could result in incorrect assessment or diagnosis, which in turn could lead to care that is not helpful, or that could be harmful or cause other problems. Professionals providing Virtual Care through the Site are aware of these limitations and take them into account in making professional decisions within the scope of their practice as a licensed professional, but the risk of error nevertheless exists.

Security Risks

Although the electronic systems we use incorporate network and software security protocols to protect the privacy and security of health information, those protocols could fail, and there could be a breach of privacy of your health information.

⚠️ Unfortunately, the transmission of information via the internet is not completely secure. Although we take commercially reasonable steps designed to protect your personal information, we cannot guarantee the security of your personal information transmitted to, or through, our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures employed by the Services. Please see our Privacy Notice.

Legal Limitations

In some cases, applicable laws may prevent Professionals from providing the Services you desire through the Site. When that is the case, the Professional will refer you to an appropriate provider who can provide the services you desire.

Unknown Risks

Since telehealth and other forms of virtual care remain relatively new approaches to care, risks not yet identified, possibly significant, could also exist.

Your Options

You are under no obligation, of course, to obtain virtual care. You may obtain care through conventional, in-person services instead of or in addition to these Services. Please feel free to provide feedback to Prosper should you become concerned that our virtual care may be insufficient for your needs.

(f) Automated Output and AI

The Services may generate automated transcriptions or other output (each, "Output") in response to your interactions, requests, recordings, or other inputs which you transmit, upload, or otherwise provide to the Services (collectively, "Input").

• Your Input will be deemed User Content (defined below)

• Due to the nature of machine learning, Output may not be unique and the Services may generate the same or similar output for Prosper Medical or a third party

• Prosper Medical may use and modify Input and Output to enforce any applicable acceptable use policies or usage policies and to comply with applicable law

7. Limited Use and Availability

Our Services are currently only available to individuals who are located in the United States and in order to use the Service, you must be located in one of those states.

Our Services may be subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

In some cases, the Services may not be the most appropriate way for you to track or manage your health and wellness, or provide information to, communicate with or seek medical care and treatment from a healthcare provider. For example:

• Certain medical conditions may require an in-person procedure or a healthcare provider other than your Professional

• Your Professional may determine that your diagnosis and/or treatment require an in-person office visit or are otherwise not appropriately addressed through use of the Services

In such a case, you may receive notification that you will be unable to use the Service for the particular issue you submitted and may be provided with additional information regarding next steps.

8. Feedback

We appreciate feedback, comments, testimonials, ideas, proposals and suggestions for improvements to the Services ("Feedback").

If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

• Prosper will not publish your name or other identifying information in connection with any testimonial unless you have given us your prior approval

• Prosper may republish any publicly available review, comment, or testimonial about Prosper or the Services on the Site or in other media

9. Your Content

(a) User Content

Our Services may allow you to submit, store, or share information, data, or content such as:

• Text (in posts or communications with Professionals or others)

• Files

• Assessments

• Self-report measures

• Lab samples

• Laboratory results

• Prescriptions and pharmaceutical documents

• Medical records

• Documents

• Graphics

• Images

• Music

• Software

• Audio and video

Anything (other than Feedback) that you post or otherwise make available through the Services (including without limitation, Input) is referred to as "User Content."

We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

(b) Permissions to Your User Content

By making any User Content available through the Services you hereby grant to Prosper a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to:

1. Use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content

2. Disclose and share User Content with Prosper's third party artificial intelligence and machine learning (e.g., large language model) services providers

In each case of the foregoing subsections (i) and (ii) in connection with operating, improving and providing the Services and Prosper's other products, services, and technologies, and subject to applicable privacy laws and in accordance with our Privacy Notice.

1. Develop or derive data or insights in de-identified and/or aggregated form from User Content and/or your use of the Services (collectively, "Aggregate Data")

(c) Your Responsibility for User Content

You are solely responsible for all your User Content.

You represent and warrant that:

• You have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms

• Neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Prosper on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation

(d) Removal of User Content

You can request the removal of your User Content by submitting a data deletion request to [email protected].

Important Notes:

• In certain instances, due to compliance with our legal obligations and record keeping policies, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services

• Even upon termination of your account, Prosper may retain your medical records, which may not be removed from the Prosper system/platform

• To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content

(e) Prosper's Intellectual Property

We may make available through the Services content, including Output, that is subject to intellectual property rights. We retain all rights to that content.

10. Trial Period; Fees

(a) Generally

Prosper may require a payment of a fee from you for use of the Services (or certain portions thereof) or for Virtual Care, and you agree to pay such fees (each payment, a "Transaction").

If applicable, you expressly authorize us or our third-party payment processor to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including:

• Credit card number

• Expiration date of your credit card

• Email and postal addresses for billing and notification

(such information, "Payment Information")

You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.

When you initiate a Transaction, you authorize us to:

• Provide your Payment Information to third parties so we can complete your Transaction

• Charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges)

You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).

By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you.

All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

Insurance and Sponsored Coverage

Use of the Services or Virtual Care may also be a benefit that is available to you by your health insurance plan or another payor, provider or another sponsor, where in such case, there may be no direct cost to you or you will only be responsible for a smaller portion and/or any applicable co-payment or co-insurance amount.

By using the Services and/or obtaining Virtual Care as a Patient, you agree to the following:

1. Assigning such benefits, where applicable, to Prosper or a Practice to pay for care provided

2. Signing any additional forms required by any health insurance plan, payor, provider or other sponsor to confirm the assignment of benefits

3. Authorizing Prosper or a Practice to release all relevant information about your health care that is necessary for us to receive payment from the applicable insurance plan, payor, provider or sponsor and signing an authorization permitting such release to the extent requested by Prosper or a Practice

4. You are responsible for making any co-payment or co-insurance, as well as being responsible for any payment for services that your health insurance plan, payor, provider or sponsor does not cover

5. You have the right to revoke your authorization any time to Prosper to release information about your health to any health insurance plan, payor or sponsor

To revoke authorization, submit the request via email at [email protected]. It will become effective upon receipt and acknowledgment of your email.

(b) Trial Services

Prosper may make available to you certain Services or a Membership Tier (or portion thereof) on a trial, promotion, or evaluation basis, free of charge ("Trial Services").

Trial Services Terms:

• Prosper provides all Trial Services on an "AS IS" basis without warranty of any kind

• May terminate or suspend the availability of any Trial Services at any time, with or without notice

Notwithstanding anything to the contrary in these Terms:

1. Prosper makes no commitments with respect to any Trial Services

2. Use of such Trial Services are at your sole risk and discretion

3. Prosper hereby disclaims all liability and responsibility for, and shall not be liable for any damages, losses, claims, or causes of action related to or in connection with, any and all Trial Services

Trial Services do not apply to billable medical services. You understand and agree that Virtual Care sought during any Trial Services will remain billable during, and are separate and apart from, the Trial Services, and may be billed to you or your insurance as applicable.

⚠️ FOR TRIAL SERVICES THAT CONVERT TO PAID MEMBERSHIP TIERS AT THE END OF THE TRIAL SERVICES, IF YOU DO NOT WISH TO CONTINUE TO PAY A MEMBERSHIP FEE, YOU MUST CANCEL YOUR TRIAL SERVICES BEFORE THE END OF SUCH TRIAL SERVICES IN ORDER TO AVOID BEING CHARGED THE APPLICABLE MEMBERSHIP FEE. We will send you a reminder to the extent required by applicable law, but you may cancel anytime through your account management settings or send an email to [email protected].

(c) Membership Fees

Prosper may charge a membership fee ("Membership Fee") for access to certain features or functionality of the Services, separate from Virtual Care, that corresponds to the membership plan you elect to receive via the Site or Services (as applicable, the "Membership Tier"), and for the duration offered to you for such Membership Tier which you elect to receive ("Membership Period").

A Membership Tier may include, for example:

• Concierge-level access to physicians

• Enhanced care coordination

• Access to laboratory testing

• Additional services such as advanced diagnostics

For more information related to each Membership Tier and Membership Period, please refer to Prosper's membership pricing page at https://prospermedical.com/membership ("Membership Page").

NEITHER PAYMENT OF THE MEMBERSHIP FEE TO PROSPER, NOR ELECTING TO RECEIVE ANY MEMBERSHIP TIER, IS A REQUIREMENT TO RECEIVE VIRTUAL CARE. The Services offer you the ability to access Virtual Care without the purchase of a Membership Tier, such as accessing the digital tools facilitating access to the Services.

Employer/Organization Coverage

You may have access to the Services through your employer, professional affiliation, or other organization, and as a result, the Membership Fee may not apply to you.

In the event that you are no longer eligible for such coverage from an employer, professional affiliation or other organization, you will have the option to:

1. Continue use of the Services and assume payment of the applicable Membership Fee, or

2. Terminate your use of the Services

If you do not have insurance coverage for the Services, or if payment or coverage is denied by your health plan or employer, and you have used the Services, you acknowledge and agree that you will be personally responsible for all fees or charges. Prosper does not represent, warrant, or guarantee that your health plan or employer provider will be responsible for such fees or charges.

Membership Periods and Billing

Membership Tiers may be offered to you for monthly, quarterly, and annual Membership Periods.

| Membership Period | Charge | | ----------------- | ------------------------ | | Monthly | Monthly Membership Fee | | Quarterly | Quarterly Membership Fee | | Annual | Annual Membership Fee |

In each case plus any applicable taxes and other charges.

⚠️ BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE PROSPER TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW.

We (or our third-party payment processor) will automatically charge you each month, quarter or year on the monthly, quarterly or annual anniversary of the commencement of your Membership, as applicable, using the payment information you have provided until you cancel your Membership.

Prosper will send you a reminder with your then-current Membership Fee in accordance with applicable law.

By agreeing to these Terms and electing to purchase a Membership, you acknowledge that your Membership has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Membership by you or Prosper in accordance with these Terms.

Cancellation Policy

All Membership Fees are final and non-refundable.

If you cancel your Membership:

• You will retain access to the Services included in your Membership Tier until the end of your then-current Membership Period

• After which your Membership will not renew and you will not be charged for subsequent periods

You may cancel your Membership at any time, and no later than by 11:59 PST on the last day of your then-current term, but please note that such cancellation will be effective at the end of the then-current Membership Period.

⚠️ YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE MEMBERSHIP FEE PAID FOR THE THEN CURRENT MEMBERSHIP PERIOD AT THE TIME OF CANCELLATION.

How to Cancel:

• Through your account management settings, or

• Send an email to [email protected]

If you send an email, your email withdrawal must be received by Prosper at least thirty (30) days before your renewal date to be effective with respect to the next billing cycle.

Upgrades

You can select to upgrade to a higher Membership Tier through:

• Your account management settings, or

• Sending an email to [email protected]

Such change will take effect on the date that such upgrade is confirmed by Prosper.

If you upgrade to a higher Membership Tier in the middle of the applicable Membership Period, the Membership Fee for such Membership Period will be appropriately prorated based on the number of days until the end of the then-current Membership Period.

11. Service Messages

By providing your email address and/or mobile phone number to Prosper, you consent to receive communications from us, including:

• Promotional emails about our products, services, offers, and updates

• Transactional SMS text messages such as appointment reminders and account alerts

Message frequency varies. Message and data rates may apply.

You are not required to consent to receive promotional emails or SMS text messages as a condition of receiving Virtual Care.

Opt-Out Options:

| Type | How to Opt Out | | ----------------- | -------------------------------- | | Marketing Emails | Click "Unsubscribe" in any email | | SMS Text Messages | Text STOP to the short code |

We will send a final SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us.

For Help:

• Reply HELP to the short code, or

• Contact us at [email protected] or 1-800-314-7858

Please note that unsubscribing from promotional messages will not affect your receipt of important transactional communications.

Wireless carriers are not liable for delayed or undelivered messages.

Your information will be handled in accordance with our Privacy Policy: https://prospermedical.com/privacy-policy

12. General Prohibitions and Prosper's Enforcement Rights

You agree not to do any of the following:

(a) Prohibited User Content

Post, upload, publish, submit or transmit any User Content that:

1. Infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy

2. Violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability

3. Is fraudulent, false, misleading or deceptive

4. Is defamatory, obscene, pornographic, vulgar or offensive

5. Promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group

6. Is violent or threatening or promotes violence or actions that are threatening to any person or entity

7. Promotes illegal or harmful activities or substances

(b) Unauthorized Use of Branding

Use, display, mirror or frame the Services or any individual element within the Services, Prosper's name, any Prosper trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Prosper's express written consent

(c) Unauthorized System Access

Access, tamper with, or use non-public areas of the Services, Prosper's computer systems, or the technical delivery systems of Prosper's providers

(d) Security Testing

Attempt to probe, scan or test the vulnerability of any Prosper system or network or breach any security or authentication measures

(e) Circumventing Protections

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Prosper or any of Prosper's providers or any other third party (including another user) to protect the Services

(f) Automated Access

Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Prosper or other generally available third-party web browsers

(g) Spam and Solicitation

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation

(h) Hidden Metadata

Use any meta tags or other hidden text or metadata utilizing a Prosper trademark, logo URL or product name without Prosper's express written consent

(i) Commercial Use

Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms

(j) Falsified Headers

Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information

(k) Reverse Engineering

Attempt to decipher, decompile, disassemble, reverse engineer, engage in any of the adversarial attacks set forth in the NIST AI 100-2 E2025 publication available at https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.100-2e2025.pdf, or otherwise attempt to derive or gain improper access to any of the software, components, models, algorithms or systems used to provide the Services

(l) Service Interference

Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services

(m) Data Collection

Collect or store any personally identifiable information from the Services from other users of the Services without their express permission

(n) Impersonation

Impersonate or misrepresent your affiliation with any person or entity

(o) Harassment

Stalk or harass any Prosper employee or Professional either through or outside your use of the Services

(p) False Emergencies

Report false or fictitious emergencies, whether relating to yourself or others

(q) Legal Violations

Violate any applicable law or regulation

(r) AI/ML Training

Use the Services (including any artificial intelligence or machine learning models or derivatives thereof), documentation, Input or Output to train, improve or have trained or improved any artificial intelligence or machine learning model (including, without limitation, by engaging in "model scraping," "model distillation," or otherwise)

(s) Enabling Others

Encourage or enable any other individual to do any of the foregoing

Prosper's Enforcement Rights

Prosper is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of:

• Operating the Services

• Ensuring compliance with these Terms

• Complying with applicable law or other legal requirements

We reserve the right, but are not obligated, to:

• Remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms

We have the right to:

• Investigate violations of these Terms or conduct that affects the Services

• Consult and cooperate with law enforcement authorities to prosecute users who violate the law

13. Links to Third Party Websites or Resources

The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites.

You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.

14. Termination

We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and with or without notice to you.

How to Cancel Your Account:

• Send an email to [email protected], or

• Cancel via the account management page of the Site

Upon cancellation, Prosper will:

• Remove your access to the Prosper platform and Services

• Cease proactively contacting you

However, Prosper may retain your medical records on the Prosper system/platform.

Surviving Sections:

Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 9(b), 9(c), 9(e), 11, 14, 15, 16, 17, 18, 19 and 20.

15. Warranty Disclaimers

(a) General Disclaimer

THE SERVICES AND OUTPUT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

General advice posted to the Site or relayed through the Services is for informational purposes and is not intended to replace or substitute any medical service or specific professional advice, including those Prosper, the Practices and its Professionals may provide to you as Virtual Care.

We make no warranty that:

• The Services or Output will meet your requirements

• The Services will be available on an uninterrupted, secure, or error-free basis

We make no warranty regarding:

• The quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services or Output

(b) Similarity, Accuracy and Appropriateness of Output

Due to the nature of machine learning, Output may not be unique and the Services may generate the same or similar output for Prosper or a third party.

⚠️ GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE.

The accuracy, quality and compliance with applicable law of the Output is dependent upon and commensurate with that of the Input provided and your compliance with these Terms.

NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, PROSPER WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM USER CONTENT, OUTPUT, OR THEIR USE.

You will evaluate the content, nature and accuracy of any Output as appropriate for the applicable use case, including by using human review of the Output.

16. Indemnity

You will indemnify and hold Prosper and its officers, directors, employees and agents, including the Practices and Professionals, harmless from and against any third-party claims, disputes, demands, liabilities, damages, losses, and costs and expenses brought or awarded against Prosper, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with:

1. Your access to or use of the Services

2. Your User Content, Output, or their processing or use by Prosper

3. Your violation of any third party's rights, including, but not limited to, intellectual property rights, rights of privacy, rights of publicity and confidentiality

4. Your violation of these Terms

17. Limitation of Liability

(a) Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PROSPER NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, INCLUDING THE VIRTUAL VISITS, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, PERSONAL INJURY OR DEATH, COMPUTER DAMAGE, SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PROFESSIONAL MALPRACTICE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROSPER OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROSPER'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO PROSPER FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PROSPER, AS APPLICABLE.

(c) Basis of Bargain

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PROSPER AND YOU.

18. Governing Law and Forum Choice

These Terms and any action related thereto will be governed by:

• The Federal Arbitration Act

• Federal arbitration law

• The laws of California, without regard to its conflict of laws provisions

Except as otherwise expressly set forth in Section 19 "Dispute Resolution," the exclusive jurisdiction for all Disputes (defined below) that you and Prosper are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Prosper each waive any objection to jurisdiction and venue in such courts.

19. Dispute Resolution

(a) Mandatory Arbitration of Disputes

We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding, unless otherwise required by applicable law or regulation.

You and Prosper agree that:

• The U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms

• You and Prosper are each waiving the right to a trial by jury

• You and Prosper are each waiving the right to participate in a class action

This arbitration provision shall survive termination of these Terms.

(b) Exceptions

As limited exceptions to Section 19(a) above:

1. We both may seek to resolve a Dispute in small claims court if it qualifies

2. We each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights

(c) Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms.

AAA Resources:

• Website: www.adr.org

• Phone: 1-800-778-7879

• Form Demand for Arbitration available at www.adr.org

A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location.

The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d) Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won't seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous.

• If we prevail in arbitration, we'll pay all of our attorneys' fees and costs and won't seek to recover them from you

• If you prevail in arbitration, you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law

(e) Injunctive and Declaratory Relief

Except as provided in Section 19(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration.

The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f) Class Action Waiver

⚠️ YOU AND PROSPER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not:

• Consolidate another person's claims with your claims

• Otherwise preside over any form of a representative or class proceeding

If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(g) Severability

With the exception of any of the provisions in Section 19(f) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

20. General Terms

(a) Reservation of Rights

Prosper and its licensors exclusively own all right, title and interest in and to the Services and Aggregate Data, including all associated intellectual property rights.

You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries.

You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

(b) Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Prosper and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Prosper and you regarding the Services.

If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Assignment:

• Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Prosper's prior written consent

• Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null

• Prosper may freely assign or transfer these Terms without restriction

Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.

(c) Notices

Any notices or other communications provided by us under these Terms will be given:

1. Via email; or

2. By posting to the Services

For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

(d) Waiver of Rights

Prosper's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.

The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Prosper.

Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

21. Consent to Treat

You give permission to the Professionals and/or their Practices to provide Virtual Care to you as further detailed in the "Informed Consent to Treatment, Telehealth and Virtual Care Services".

22. Contact Information

If you have a question about any of the Terms of Service, please contact Prosper at:

📧 [email protected]