Terms of Service

Welcome to the MyMarpai Platform, which you may access through a web application or a mobile application (the “Platform”). The MyMarpai Platform is provided by Marpai, Inc. (“the Company”, “Marpai”, “we”, “our” or “us”) for your personal use. These Terms of Service (the “Terms”) are made and entered into by and between Marpai and you (“End User” or “you”), an employee or a family member of an employee who has been authorized to use Marpai’s service by a company that has entered into a license and services agreement with Marpai and for whom Marpai acts as a third-party administrator for its self-funded insurance plans (“Licensee”).

ABOUT THE PLATFORM

Marpai owns and operates the Platform through which you may access a dashboard with information about your insurance plan and details of your plan use and benefit. Additionally, the Platform provides you with access to a search tool to enable you to find healthcare providers, and an option to schedule telehealth appointments and to receive telehealth services through a third-party telehealth (collectively, the “Services”). The Platform is offered to End Users subject to an agreement between Marpai and a Licensee where End User is an employee or a family member of an employee.

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS OF SERVICE BEFORE USING MARPAI’S PLATFORM. BY REGISTERING FOR THE SERVICE, YOU ACCEPT THESE TERMS OF SERVICE AND YOUR USE AND ACCESS TO THE PLATFORM SHALL BE SUBJECT TO THESE TERMS OF SERVICE.

THESE TERMS OF SERVICE REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS, AND INCLUDE A CLASS ACTION WAIVER. THESE TERMS OF SERVICE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

YOUR USE OF THE PLATFORM IS FOR INFORMATIONAL PURPOSES ONLY. MARPAI MAY ACT AS A THIRD-PARTY ADMINISTRATOR OF YOUR EMPLOYER’S SELF-FUNDED INSURANCE PLANS BUT IT IS NOT AN INSURANCE CARRIER AND IS NOT YOUR INSURER OR HEALTHCARE PROVIDER.

MARPAI DOES NOT PROVIDE HEALTH INSURANCE COVERAGE OR MEDICAL ADVICE, GUIDANCE, COUNSELING, OR TREATMENT.

FOR ANY MEDICAL ISSUES, PLEASE CONTACT YOUR PRIMARY CARE PHYSICIAN OR ANY OTHER HEALTHCARE PROVIDER. IN CASE OF A MEDICAL EMERGENCY, CALL 9-1-1.

INTELLECTUAL PROPERTY AND LICENSE GRANT

Subject to these Terms and the agreement between Marpai and Licensee, Marpai grants you a limited, non-exclusive, non-transferable, revocable license to use and access the Platform for your personal use only.

Except as set forth in these Terms and the limited license granted herein, Marpai and its licensors own all rights, title and interest in and to the Platform, including patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith.

You may provide us feedback regarding the Platform, its operation and its functionality (“Feedback”). Any Feedback you provide us will be owned exclusively by us and we may use it for any commercial purpose we deem appropriate. You will not be entitled to any remuneration from us for our use of Feedback that you provide.

Other than as expressly permitted in the Terms, you may not copy, reverse engineer, modify or create derivative works of the Platform.

You may not use any name, mark, logo or domain name that is confusingly similar to our marks and logos. You must refrain from any action or omission which may dilute or damage our goodwill.

MODIFICATION OF THESE TERMS OF USE

Marpai reserves the right to change the terms, conditions, and notices under which the Platform is offered, including but not limited to the charges, if any, associated with the use of the Platform.

MINORS

You may only use the Platform if you are an individual over the age of 18. We may terminate your use of the Platform if we find that you are younger than the minimum age specified above. We may at any time request additional information to confirm your age.

REGISTRATION

The Platform is available only to registered users approved by Marpai. If you are a registered user, your login to the Platform is authenticated with a username and password, which you should periodically change. You must maintain the confidentiality of your account login details.

YOUR PRIVACY

We respect your privacy. Our Privacy Policy [Add link to the Policy], which is incorporated into these Terms, explains our privacy practices.

USE OF THE PLATFORM AND RESTRICTIONS

Subject to these Terms, you may use the Platform, only for your private and personal purposes.
While using the Platform, you must refrain from:

· breaching the Terms or any other applicable rules and instructions that we may convey with respect to the use of the Platform;

· engaging in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law;

· interfering with, burdening or disrupting the functionality of the Platform;

· breaching the security of the Platform or identifying any security vulnerabilities in it;

· circumventing or manipulating the operation or functionality of the Platform, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Platform;

· using or launching any automated system, including without limitation robots, crawlers and similar applications to collect and compile content from the Platform;

· displaying the Platform or any part thereof in an exposed or concealed frame, or linking to elements or portions of the Platform, independently from the manner on which they originally appear or are made available through the Platform;

· impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency or affiliation with any person or entity;

· collecting, harvesting, obtaining or processing personal information of or about other users of the Platform;

· accessing or using the Platform in order to develop or create a similar or competitive Platform;

· Uploading files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;

· Uploading files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;

· Violating any applicable laws or regulations.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Platform, you warrant not to use the Platform for any purpose that is unlawful or prohibited by these Terms. You may not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use and enjoyment of the Platform. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Platform.

SUBLICENSE

End User may not sublicense, relicense, assign, grant, or in any other way transfer any of the rights granted in these Terms to any other party without written permission of Marpai. End User may not rent or lease the Platform to any other party without written permission of Marpai.

LINKS TO THIRD PARTY SITES

The Platform may contain links to other websites ("Linked Sites"). The Linked Sites are not owned by or under the control of Marpai, and Marpai is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Marpai is not responsible for webcasting or any other form of transmission received from any Linked Site. Marpai is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Marpai of the site or any association with its operators.

CHANGES AND AVAILABILITY

Changes in the Platform. From time to time, we may change the Platform’s structure, layout, design, scope, features, display, or the access thereto, without prior notice.

Availability. We will endeavor to have the Platform operate properly. However, the availability, quality and functionality of the Platform depends on various factors, including software, hardware and

communication networks, which are provided by third parties, at their responsibility. These factors are not fault-free. We do not guarantee that the Platform will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions. If we receive notice of any failure or malfunction, or if we become aware of them by ourselves, we will attempt to regain the Platform’s availability as soon as practicable. However, such incidents will not be considered a breach of these Terms.

Changing these Terms. We may revise these Terms. In such case, we will notify you of the amended Terms. Your continued use of the Platform after the effective date of the amended Terms constitutes your consent to the amended Terms. In case of legal requirement, we may also introduce immediate changes to these Terms. The latest version of the Terms will always be accessible through the Platform. If you do not consent to the amended Terms, you must discontinue your use of the Platform.

TERM AND TERMINATION

These Terms shall enter into effect upon your acceptance of the Terms and shall remain in effect until terminated as provided herein and your right and license to use the Platform is terminated.

You may, at any time, provide us with a written notice of termination of your user account on the Platform. These Terms will terminate concurrently with your termination of your user account.

Unless otherwise agreed in the agreement between us and Licensee, we may terminate these Terms and your right to access and use the Platform at any time, in our sole discretion and without prior notice by issuing you a notice of such termination, blocking your access to and use of the Platform, or in any other manner contemplated by these Terms.

Upon termination by us or by you, you must discontinue any and all use of the Platform. Termination of these Terms will not preclude our continued use of aggregated and de-identified data collected by us as part of our provision of the services through the Platform, subject to the terms and conditions of our Privacy Policy.

Any provision of these Terms that expressly, by implication or necessity, contemplates performance or observance subsequent to the termination or expiration of these Terms will survive termination or expiration of the Terms and will continue in full force and effect.

COPYRIGHT AND TRADEMARK NOTICES

All contents of the Platform are: Copyright 2021 by Marpai, Inc. and/or its suppliers. All rights reserved. T

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.

DISCLAIMER OF WARRANTY

END USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE PLATFORM IS AT END USER’S SOLE RISK. THE PLATFORM IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND MARPAI, ITS VENDORS AND LICENSORS (COLLECTIVELY REFERRED TO AS "MARPAI") EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MARPAI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET END USER’S REQUIREMENTS, OR THAT THE

OPERATION OF THE PLATFORM WILL BE CORRECTED. FURTHERMORE, MARPAI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MARPAI OR A MARPAI AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

LIMITATION OF LIABILITY

MARPAI SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE PLATFORM. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, DOWN TIME AND END USER'S TIME, EVEN IF MARPAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MARPAI’S AGGREGATE LIABILITY HEREUNDER FOR ANY CAUSE OF ACTION OR THEORY OF LIABILITY EXCEED THE AMOUNTS PER END USER PAID BY LICENSEE TO MARPAI HEREUNDER DURING THE PRECEDING SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

INDEMNIFICATION

You will indemnify and hold us harmless, to the maximum extent permitted by law, from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs), related to any allegation or claim brought against us in connection with your use of the Platform, your breach of these Terms or infringement of any third party’s rights.

CONFIDENTIALITY

The Platform consists of our trade secrets, which include practices, processes and designs, not generally known or reasonably ascertainable by others by which we obtain an economic advantage over others. You must maintain in confidence information you are exposed to through your use of the Platform relating to its operation, functionality, features, designs and business practices. You must use reasonable care to maintain the information about the Platform. You must not use or disclose that information about the Platform.

GOVERNING LAW AND JURISDICTION

Regardless of your place of residence or where you access or use the Platform from, these Terms and your use of the Platform will be governed by and construed solely in accordance with the laws of the State of Florida, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of Florida.

ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND MARPAI REGARDING THESE TERMS OR THE USE OF THE PLATFORM, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SETTLED THROUGH BINDING ARBITRATION (RATHER THAN IN COURT) BY TELEPHONE, ONLINE OR BASED SOLELY UPON WRITTEN SUBMISSIONS WITHOUT IN-PERSON APPEARANCE, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA), UNDER ITS CONSUMER ARBITRATION RULES (WHICH ARE AVAILABLE

AT WWW.ADR.ORG). THE SUBSTANTIVE LAW OF ARBITRATION SHALL BE THE LAWS OF THE STATE OF NEW YORK.

JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. HOWEVER, YOU MAY LODGE CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIM QUALIFIES. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THESE TERMS.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

PAYMENT OF FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA'S CONSUMER ARBITRATION RULES.

YOU AND MARPAI HEREBY ACKNOWLEDGE, AGREE AND COVENANT THAT ANY DISPUTES SHALL ONLY BE ADJUDICATED IN ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT IN CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDINGS.

YOU MAY OPT-OUT OF THE ABOVE ARBITRATION CLAUSE BY EMAILING US TO [INSERT EMAIL], WITHIN SEVEN (7) DAYS OF YOU ENTERING INTO THESE TERMS FOR THE FIRST TIME, AN OPT-OUT NOTICE THAT IDENTIFIES YOURSELF AND CLEARLY SETS OUT YOUR CHOICE TO OPT OUT OF DISPUTE RESOLUTION BY ARBITRATION. IN CASE OF SUCH OPT-OUT, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND US REGARDING THESE TERMS OR THE USE OF THE PLATFORM, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS IN HILLSBOROUGH COUNTY IN THE STATE OF FLORIDA.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, EITHER PARTY MAY ASSERT: (A) AN IMPLEADER CLAIM AGAINST THE OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION ADJUDICATING A THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNITY CLAUSE IN THESE TERMS; (B) A CLAIM ALLEGING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS (INCLUDING COPYRIGHTS AND TRADE SECRETS), IN ANY COURT HAVING GENERAL OR SPECIFIC JURISDICTION OVER THE DEFENDANT.

FRAUD, WASTE AND ABUSE

Preventing and correcting fraud, waste and abuse (‘FWA”) in health care is essential to our success in the work we do. Fraud, waste and abuse can occur in many ways. Examples include:

· Altering an invoice or receipt to secure payment
· Billing for a more expensive service than provided
· Submitting a claim for medications or services not provided
· Falsifying a patient's diagnosis to justify an unnecessary medical procedure
· Misrepresenting a procedure to secure payment for a non-covered procedure
· Billing multiple times for the same service
· Using another's ID or insurance card without authorization

If you detect or suspect FWA, please report it immediately by contacting the Customer Service Number on your ID Card.

IMPORTANT INFORMATION ABOUT YOUR APPEAL RIGHTS

If you need help understanding a denial of coverage, contact Customer Service at the number located on the front of your explanation of benefits and on your Identification Card if you need assistance understanding this notice or our decision to deny you a service or coverage.

If you disagree with the decision, you have a right to appeal any decision not to provide or pay for an item or service (in whole or in part). As part of our standard appeal process, you have 180 days from receipt of this notice to file an appeal. Failure to comply with this timeframe may constitute forfeiture of your right or your designated agent’s right to appeal a claim denial, partial payment or service rejection.

To file an appeal, send your request and any supporting documentation to:

Appeals Department
PO Box 3610
Brandon FL 33509-3610

If your situation meets the definition of urgent under the law, your review will generally be conducted within 72 hours. Generally, an urgent situation is one in which your health may be in serious jeopardy or, in the opinion of your physician, you may experience pain that cannot be adequately controlled while you wait for a decision on your appeal. If you believe your situation is urgent, you may request an expedited appeal by contacting the customer service phone number listed on your ID card. If your request does not meet the requirements for an expedited review, we will follow the standard appeal timeframe for pre-service.

GENERAL

Entire Agreement. These Terms constitute the entire agreement between you and us concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements.

Assignment. You may not assign or transfer your rights and obligations under the Terms without our prior written consent. Any attempted or actual assignment by you, without our prior consent, shall be null and void. We may assign these Terms in their entirety, including all right, duties, liabilities and obligations therein, upon notice to you and without obtaining your further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets, whereby virtue of such assignment, the assignee assumes in our stead, all right, duties, liabilities and obligations hereunder.

Severability. If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of the Terms shall continue to remain in full force and effect.

CONTACT US

If you have any questions, complaints or suggestions, you may contact us at: [INSERT EMAIL OR LINK]. We will do our best to resolve your issue in a timely manner.

Last updated: December 28, 2021.