Last updated January 31, 2018

These "Terms of Use" ("Terms") explain the contractual relationship between you and PhysioAge Systems LLC ("PhysioAge", "us", "our" or "we"), regarding your use of, and access to, our website located at www.physioagereporting.com ("Website"). These Terms, which include our Privacy Policy, govern your access to and use of the Website and PhysioAge Content (as defined below), and constitute a binding legal agreement between you and PhysioAge.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE WEBSITE, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.

Service

The Website enables authorized clinicians and patients (collectively, "Authorized Users") to access and browse the Website, which consists of health analytics and data management tools (the "Services"). The Services are password-protected.

License

Grant

Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable license to access and use the Services on a computer, tablet device or mobile phone that you own or lawfully control.

Ownership

All materials contained on, in, or available through the Website, including all information, data, text, downloadable content, sound, photographs, graphics, the selection and arrangement thereof, and all source code, software compilations, and other materials ("PhysioAge Content") are protected by copyright and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All trademarks, service marks, trade dress and other intellectual property rights, including but not limited to copyrights, and all derivative works thereof associated with the PhysioAge Content, whether registered or not, are our sole property or the property of third parties. The PhysioAge Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. We do not convey, through allowing access to the Website, any ownership rights in the PhysioAge Content. Notwithstanding the foregoing, Authorized Users may review, download and print copies of labwork, reports, test results and explanations (collectively, "Authorized Materials") which apply to them or their patients. These Terms will govern any upgrades provided by us that replace and/or supplement the original Website, unless such upgrade is accompanied by separate terms in which case such updated Terms will govern.

Limitations

You may not create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Website. You may not copy (except as expressly permitted by these Terms) or publish the Website for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Website, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Website, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Website in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.

Eligibility.

You represent and warrant that: (i) you are at least eighteen (18) years old, (ii) you have the right, capacity and authority to be bound by these Terms, and (iii) you will abide by all these Terms.

Account

To access your Authorized Materials on the Website, you must have a username and password (collectively, a "Log-In"), which will allow you to access your patient portal and health analytics (collectively, "Account"). Clinicians will receive a Log-In from PhysioAge. Patients will receive a Log-In from their clinicians. You agree to (a) provide accurate, current and complete information; (b) maintain and promptly update any other information you provide to us, to keep it accurate, current and complete; and (c) be fully responsible and liable for all use of your Account. You may not transfer your Account to another person or share it with anyone. You are responsible for all activities that occur under your Account. We will not be responsible for any issues that may result if you fail to comply with these requirements. You agree to notify us immediately of any unauthorized use of your Account or any breach of security with respect to your Account. You consent to receiving communications from us via email in connection with your use of the Services. You may opt out of certain marketing or promotional messages by following the prompts in email messages.

Professional Advice Disclaimer

The Website and Services should not be construed as providing specific health or medical advice for individual patients, and are not intended to replace a relationship with a physician or qualified healthcare provider familiar with your medical history. All Authorized Materials and subsequent diagnoses and treatment plans should be discussed with a physician or qualified healthcare provider. Use of the Website and Services does not create a doctor-patient relationship. If you think you may be experiencing a medical emergency, call 911 immediately.

Jurisdiction

The Website is controlled and operated by PhysioAge from the United States, and is not intended to subject PhysioAge or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. PhysioAge does not represent or warrant that the Website or any part thereof are appropriate or available for use in any jurisdiction other than the United States.

Access

There is no charge to log in to the Website once you have been granted access through PhysioAge or your clinician. However, charges for Internet or telecommunication use may apply at rates that are determined by the providers of such services. In order to access and browse the Website, you are required to have a compatible computer, tablet device or mobile telephone, internet access, mobile network access, and an Android or iOS operating system. The software for the Website may be upgraded from time to time to add support for new functions and services.

Rules of Conduct

In connection with your use of the Website, you will not: (i) transmit or communicate any data or information that is unlawful, harmful, false, misleading, threatening, abusive, harassing, stalking, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) upload or input to the Website any information which contains software viruses, or any computer code, files or programs designed to interrupt, destroy or limit the functionality of the Website, any computer software or hardware or telecommunications equipment; (iii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) use the Website for any unlawful or unsafe purposes; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to other users; (vi) violate any applicable local, state, federal or international law and any regulations requirements, procedures or policies; (vii) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Website; (viii) transmit, access or communicate any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (ix) monitor traffic on the Website, obtain or accumulate personal information about other Authorized Users, or collect or store personal data about other Authorized Users; (x) modify, delete or damage any information contained on the mobile device or personal computer of any other Authorized Users; (xi) infringe on the rights of any third party, including but not limited to trademark, copyright or the rights of publicity; (xii) use the Website in any manner that in our sole judgment, adversely affects the performance or function of the Website or interferes with the ability of other users to access or utilize the Website; or (xiii) undertake any acts not expressly permitted under the Terms. You warrant and represent that you undertake to use the Website only for purposes that are in strict compliance with (a) the Terms and the license granted hereunder, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions and you shall take no actions which would cause us to be in violation of any applicable law, ruling or regulation.

Suspension

We reserve the right to suspend or cease providing the Website, with or without notice, and we shall have no liability or responsibility to you if we do so.

Disclaimer of Warranties

THE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM, FOR THE AVOIDANCE OF DOUBT (ON OUR BEHALF, OUR SUBSIDIARIES AND/OR OUR AFFILIATES) ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES: (i) CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, TIMELINESS, QUALITY, USEFULNESS, INTEROPERABILITY OR CONTENT OF THE WEBSITE; (ii) OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE WEBSITE; AND (iii) REGARDING THE PROVISION OF THE WEBSITE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE WEBSITE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WEBSITE.

Limitation of Liability

IN NO EVENT WILL PHYSIOAGE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF INFORMATION, LOSS OF PROFITS AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEBSITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE WEBSITE. GIVEN THAT SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES AND JURISDICTIONS, OUR LIABILITY (INCLUDING THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL PHYSIOAGE'S AGGREGATE LIABILITY (INCLUDING THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) WITH RESPECT TO THE USE OF THE WEBSITE AND/OR SERVICES EXCEED THE AMOUNT OF $25.00 U.S. DOLLARS.

Indemnification

By using the Website and Services, you agree to defend, indemnify and hold us, our affiliates, partners, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Website and Services or the creation, placement or transmission of any message, information, software or other materials through the Website and Services by you or related to any violation of these Terms by you (collectively, "Indemnified Matters"). We shall control the defense of any Indemnified Matters through counsel of our choice.

Copyright Infringement

We respect the intellectual property rights of others, and require that people who use the Website do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act.

Governing Law

The Terms shall be governed by and construed under the laws of the State of New York applicable to agreements made and fully performed therein. You consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of New York, County of New York, for any action arising out of or relating to these Terms.

Entire Agreement

These Terms constitute the entire agreement between you and us with respect to the use of the Website, and supersede all discussions, communications, conversations and agreements concerning the subject matter hereof.

Assignment

We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

Amendment to Terms

PhysioAge may update or amend these Terms from time to time. Amendments shall be effective upon posting on the Website. You are responsible for regularly reviewing these Terms. Your continued access to and use of the Website following such posting constitutes your consent to be bound by any amended Terms.

General

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via email to team@physioage.com or by writing to us at PhysioAge Systems LLC, 30 Central Park South, Suite 8A, New York, NY 10019.

If you have any questions regarding these Terms or the Website and/or Services, please contact us at team@physioage.com.