Terms and Conditions of Service (“Terms of Service”)

Last Updated: May 26, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES.

BY CLICKING “I AGREE,” CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, CREATING AN ACCOUNT, SCHEDULING AN APPOINTMENT, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE ARBITRATION, CLASS ACTION WAIVER, LIMITATION OF LIABILITY, DISCLAIMERS, AND INDEMNIFICATION PROVISIONS BELOW. IF YOU DO NOT AGREE, DO NOT CREATE AN ACCOUNT, SCHEDULE AN APPOINTMENT, SUBMIT INFORMATION, OR USE THE SERVICE.

DISPUTE RESOLUTION: UNLESS YOU TIMELY OPT OUT OF ARBITRATION IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, YOU AND WE AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE SERVICE, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION, AND YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW.

IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY OR GO TO THE NEAREST EMERGENCY DEPARTMENT. IF YOU OR SOMEONE YOU KNOW IS EXPERIENCING A MENTAL HEALTH CRISIS OR SUICIDAL THOUGHTS, CALL 911 OR CONTACT THE 988 SUICIDE AND CRISIS LIFELINE BY CALLING OR TEXTING 988. THE SERVICE IS NOT APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS, AND YOU AGREE NOT TO USE OR RELY ON THE SERVICE FOR EMERGENCY, URGENT, OR TIME-SENSITIVE MEDICAL NEEDS.

1. PARTIES AND DEFINITIONS

In these Terms and Conditions (“Terms” or “Agreement”), the following definitions apply:

“MSO” refers to Kal Health, LLC, including its affiliates, parents, subsidiaries, owners, successors, assigns, managers, officers, directors, employees and agents, which is a management services organization that provides administrative, scheduling, technology, payment processing, customer support, marketing, and other nonclinical management services in connection with the Service, and each such person and entity is an intended beneficiary of all waivers, releases, disclaimers, limitations of liability, arbitration obligations, class action waivers, and indemnities in these Terms.

“Practice” refers to Maiden Lane Medical, PLLC, including its affiliates, parents, subsidiaries, owners, successors, assigns, managers, officers, directors, employees and agents, including the Providers, which is the professional medical entity that independently provides clinical and medical services through the Service, and each such person and entity is an intended beneficiary of all waivers, releases, disclaimers, limitations of liability, arbitration obligations, class action waivers, and indemnities in these Terms.

“Providers” refers to the physicians, nurse practitioners, physician assistants, and other licensed healthcare professionals who are employed by or contracted with the Practice and who deliver clinical services through the Service.

“Service” refers to the websites, mobile applications, patient portal, electronic communications, scheduling systems, and all related technology, content, products, and services owned or operated by the MSO and used to facilitate the delivery of healthcare services by the Practice and its Providers, including the website located at https://maidenlanemedical.com/ and any affiliated websites, software, or applications.

“You” and “yours” refer to the individual using the Service, and, if the Service is accessed on behalf of another person or entity, the person or entity on whose behalf the Service is accessed and the individual accepting these Terms, including, in the case of use on behalf of a minor, the parent or legal guardian providing consent and the minor on whose behalf consent is provided.

“Content” refers to all text, images, graphics, educational materials, health information, and other materials available through the Service.

2. YOUR RELATIONSHIP WITH US

Administrative and Technology Services

The MSO provides administrative, scheduling, technology, payment processing, customer support, marketing, and other nonclinical management services. The MSO does not practice medicine, provide medical care, make clinical decisions, control clinical judgment, or interfere with the independent professional judgment of licensed healthcare Providers.

Clinical and Medical Services

Medical services are independently provided by the Practice and its affiliated licensed Providers, and the MSO is not responsible for, and does not supervise, direct, control, or assume liability for, any diagnosis, treatment, prescription, referral, informed consent, follow-up recommendation, or other clinical decision or omission by the Practice or any Provider. A provider-patient relationship is established only when a Provider agrees to evaluate, diagnose, treat, or otherwise provide clinical services to you, and no such relationship is created merely by browsing the Service, creating an account, completing intake forms, requesting an appointment, exchanging administrative messages, or receiving general Content.

You are responsible for truthfully disclosing and, upon request, documenting your physical location and symptoms at the time Services are rendered, and Providers may decline, suspend, or terminate an encounter without refund if your identity or location cannot be verified or if services are not clinically or legally appropriate in that location.

By using the Service, you are not entering into a provider-patient relationship with the MSO. The MSO is not a healthcare provider. By using the Service, you may be entering into a provider-patient relationship with the Practice and one or more Providers only for the specific clinical encounter accepted by the Provider, and no ongoing duty to monitor, follow up, or provide care is created except as expressly accepted by the Practice or as required by applicable law or the standards of professional conduct.

3. SCOPE OF SERVICES

Practice for purposes hereof is a women’s health medical practice that care for patients in-person and via telemedicine. The Service is not a substitute for a primary care physician, in-person examination by any specialty, emergency care, specialist care, obstetric care, or ongoing care from other healthcare providers when clinically indicated, and you remain responsible for maintaining a primary care provider and OB/Gyn provider and seeking in-person or emergency care when advised or when symptoms warrant. Services available through the Service may include, but are not limited to, when clinically appropriate depending on the nature of the symptoms and in-person versus telemedicine care as well as legally permitted:

Contraceptive counseling and prescribing (pills, patch, ring, injection)
Long-acting reversible contraception (LARC) counseling and referral
Emergency contraception counseling and prescribing
Menstrual disorder evaluation and management
Abnormal uterine bleeding evaluation
Menopausal hormone therapy management
Polyendocrine Metabolic Ovarian Syndrome (formerly PCOS) evaluation and management
Thyroid disorder evaluation and management
Cortisol and adrenal disorder screening
Weight management counseling and GLP-1/GIP medication management
Urinary tract and sexually transmitted infection evaluation and treatment
Review and coordination of laboratory testing
Preventive health counseling
Referral coordination for imaging, specialists, or in-person care

Not all services are available in all states. The availability of specific services may vary based on state law, regulatory requirements, payer requirements, Provider licensure, technology limitations, and clinical appropriateness, and the MSO, Practice, and Providers may refuse, discontinue, modify, or condition any service in their sole discretion, including by requiring video, laboratory testing, records, referral, in-person evaluation, or identity, payment, or location verification.

Certain services require in-person care and cannot be performed through telehealth, including but not limited to pelvic examinations, Pap smears, breast examinations, IUD or implant insertion or removal, endometrial biopsy, and evaluation of medical emergencies or unstable conditions.

Pregnancy management and obstetric care are not provided through the Service unless specifically stated otherwise by the Practice.

4. ACCEPTANCE OF TERMS

Your access to and use of the Service is subject to this Agreement and all applicable laws and regulations. If you do not accept and agree to be bound by this Agreement in its entirety, or if you are unwilling or unable to comply with any eligibility, payment, consent, verification, or clinical requirements or advice, you may be prohibited from using the Service.

This Agreement, and your use of the Service, is subject to all applicable laws, rules, and regulations, including any applicable professional standards and mandatory reporting requirements.

The Service is continually under development, and we reserve the right to revise, suspend, discontinue, replace, limit, or remove any part of this Agreement or the Service, including any feature, content, availability, provider participation, or geographic coverage, at any time and without prior notice. Any changes to this Agreement are effective upon posting to the Service. Your continued use of the Service after changes have been posted constitutes your acceptance of the modified Agreement, and the MSO and Practice may require renewed affirmative acceptance as a condition to continued access.

If you disagree with any changes, your sole remedy is to discontinue use of the Service, and continued access, account maintenance, scheduling, messaging, payment, or receipt of services after changes are posted constitutes acceptance of the modified Agreement.

5. ELIGIBILITY AND LIMITED USE

The Service is available only to individuals who:

Are physically located in a state in which the Practice offers services at the time of each encounter and truthfully disclose and, upon request, verify that location, identity, age, and legal authority to receive or request services

Have accepted this Agreement and all applicable consents, notices, privacy acknowledgments, financial responsibility forms, and clinical intake requirements presented through the Service

Minor Consent for Reproductive Health Services

Certain states may permit minors to independently consent to specific reproductive or sexual healthcare services, including contraceptive services, sexually transmitted infection testing and treatment, and pregnancy-related care, but the availability of minor-consent services through the Service is determined by the Practice in accordance with applicable law and clinical appropriateness. The Practice will comply with all applicable state and federal laws governing minor consent and confidentiality, and neither the MSO nor the Practice is required to provide any service to a minor unless the Practice determines that the minor may lawfully consent, that telehealth is clinically appropriate, and that identity and location can be verified. Minors seeking reproductive health services may contact the Practice directly to discuss available options.

Individuals under the age of thirteen (13) are prohibited from using the Service, and no parent, guardian, or other person may create an account for or submit information through the Service on behalf of a child under thirteen (13) unless expressly authorized in writing by the Practice and permitted by applicable law; any unauthorized submission of a child’s information is a material breach of these Terms and must be promptly deleted or remediated as directed by the MSO or Practice.

Pursuant to 47 U.S.C. Section 230(d) as amended, the MSO and Practice hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from the Electronic Frontier Foundation website located at http://www.eff.org.

By using the Service, you represent and warrant that:

You meet the eligibility requirements described above and will provide government-issued identification, insurance information, payment information, location confirmation, or other documentation reasonably requested to verify eligibility, identity, coverage, payment, or legal authority.

When you use the Service to consult with a Provider, you are physically located in the state you disclose.

You will comply with all applicable laws in using the Service and will not use the Service to obtain services, prescriptions, orders, records, or documentation by fraud, misrepresentation, coercion, or omission of material facts.

You will use the Service only for lawful, personal, noncommercial healthcare purposes and not for competitive, research, data-mining, training, surveillance, credentialing, investigatory, or other non-patient purposes without the MSO’s and Practice’s prior written consent.

6. CONSENT TO TELEHEALTH SERVICES

In order to use the Service, you will be required to review and agree to the Informed Consent for Telehealth Services, which is a separate document provided through the Service, and your failure or refusal to do so authorizes the Practice and Providers to decline or discontinue services. The Informed Consent for Telehealth Services describes the nature, risks, benefits, and limitations of telehealth care, and you acknowledge that telehealth may be inappropriate for certain conditions, may involve technological failures or incomplete information, and may require referral to in-person, urgent, emergency, specialist, or follow-up care.

You agree that the MSO is a third-party beneficiary of the Informed Consent for Telehealth Services and has the right to enforce it.

7. ACCOUNT REGISTRATION AND SECURITY

You are required to register and create an account to access the Service. You agree to:

Provide truthful, accurate, current, and complete information during registration, intake, scheduling, payment, insurance verification, and at all times
Maintain and promptly update your account information to keep it current.
Keep your username and password confidential.
Log out of your account at the end of each session
Notify the Practice and MSO immediately of any unauthorized use of your account, suspected compromise of credentials, or any other breach of security.

You are responsible for all activity that occurs under your account. The MSO and Practice disclaim liability for any loss or damage arising from your failure to comply with these requirements or from any access to the Service using your credentials, and you are responsible for all resulting charges, submissions, consents, communications, and activity, except to the extent caused solely by our gross negligence or willful misconduct.

We reserve the right to deny, refuse, suspend, restrict, or terminate your account, appointment, request, prescription or order request, communication privileges, or access to any Service, without notice where permitted by law, for any or no reason, including if you provide inaccurate, incomplete, or misleading information, if we cannot verify your identity, location, payment method, insurance, authority, or eligibility, or if you violate any provision of this Agreement.

You may not use anyone else’s account at any time or permit any other person to access or use your account, and any concurrent, shared, delegated, or unauthorized account access is grounds for immediate suspension or termination.

8. DUTY TO PROVIDE ACCURATE INFORMATION

You have a continuing duty to provide truthful, accurate, and complete information to the MSO, the Practice, and your Providers, including all relevant information regarding your identity, location, symptoms, medical history, current medications, allergies, pregnancy status, laboratory results, vital signs, and any care you are receiving from other healthcare providers.

Failure to provide accurate information may result in misdiagnosis, inappropriate treatment, adverse drug interactions, or other harm Neither the MSO nor the Practice, nor any Provider, shall be liable for any consequences resulting from your failure to provide accurate, current, and complete information or to follow medical advice, instructions, referrals, testing, monitoring, emergency-care instructions, medication instructions, or follow-up recommendations.

9. LABORATORY SERVICES

Certain healthcare services provided through the Service may require laboratory testing. Laboratory testing ordered through Practice is performed by LabCorp (Laboratory Corporation of America), Quest Diagnostics, Sunrise Labs, or other independent laboratories selected by the Practice or made available to you. These are independent, third-party laboratories, and your use of their services may be subject to their separate terms, privacy practices, billing policies, and collection procedures.

The MSO and Practice do not operate a laboratory and are not responsible for the laboratory’s scheduling, availability, pricing, billing, testing procedures, specimen collection, specimen handling, specimen retention, reporting, delays, errors, omissions, disposal, refusal to perform testing, insurance processing, or compliance with the laboratory’s own legal and professional obligations.

Laboratory test results are not guaranteed to be accurate or complete. Results may include false positive, false negative, or inconclusive findings. Your Provider will interpret results in the context of your overall clinical picture.

You are responsible for completing ordered testing promptly, confirming that results are received by the Practice, monitoring your account for results and Provider messages, seeking urgent or emergency care for concerning symptoms or abnormal results, and sharing laboratory results with your primary care physician or other healthcare providers as appropriate.

10. PRESCRIBING

A telehealth visit, payment, intake submission, prior prescription, or appointment request does not guarantee that any medication will be prescribed, refilled, continued, changed, or authorized. All prescribing decisions are made solely at the clinical discretion of your Provider and in compliance with applicable federal and state law.

Controlled substances, if prescribed, will only be prescribed in compliance with applicable federal and state laws and professional standards. Prescription Drug Monitoring Program (PDMP) databases may be reviewed where permitted or required by law, and you authorize the Practice and Providers to review available medication history, dispensing history and prior records before issuing, changing, refusing, or discontinuing a prescription.

Certain medications may require video visits, laboratory testing, identity verification, blood pressure verification, prior medical records, contraindication screening, follow-up visits, or in-person evaluation before they can be prescribed, refilled, continued, or changed.

Pharmacy Choice

You have the right to obtain your prescription from any pharmacy of your choice, subject to pharmacy availability, insurance or cash-pay requirements, legal restrictions, and the pharmacy’s independent professional judgment. If you would like your prescription sent to a specific pharmacy, please inform your Provider or the Practice. If you do not specify a pharmacy, your prescription will be sent to the pharmacy on file in your account, and the MSO, Practice, and Providers are not responsible for pharmacy refusal, substitution, availability, pricing, delays, dispensing errors, insurance coverage, or counseling obligations.

11. FINANCIAL RESPONSIBILITY

Payment Model

Practice operates on both an insurance-accepted model and a cash-pay model, and the Practice may determine, in its sole discretion and in accordance with applicable law and payer contracts, which model applies to particular services, patients, payers, providers, service lines, or locations and may change that determination prospectively at any time.

CASH-PAY MODEL

If you choose or are required to use the Service on a cash-pay basis, you are specifically choosing to obtain products and services on a cash basis. You are solely responsible for the costs of any service or product provided to you, including missed-appointment, late-cancellation, administrative, technology, laboratory, pharmacy, payment-processing, collection, and third-party charges to the extent permitted by law and disclosed as required by law. Neither you nor the Practice will submit a claim for reimbursement to any federal or state healthcare program or commercial payer for services provided on a cash-pay basis through the Service, except where submission is required by applicable law or payer contract.

INSURANCE-ACCEPTED MODEL

The Practice may accept certain insurance plans. Insurance coverage for telehealth services varies by payer and state. You are responsible for verifying your insurance coverage, benefits, network status, referral or prior authorization requirements, telehealth coverage, medical-necessity requirements, payer policies, and cost-sharing obligations before receiving services. You are responsible for applicable copayments, deductibles, coinsurance, denied claims, retroactive eligibility changes, payer recoupments, noncovered services, and any amounts not paid by your insurer, except to the extent prohibited by applicable law or payer contract.

Fees and Charges

Charges may include professional medical fees and administrative, technology-related, convenience, missed-appointment, late-cancellation, records, form-completion, payment-processing, collection, laboratory, pharmacy, or other third-party fees where permitted by law and disclosed as required by law.

You may request fee information before services are rendered, but estimates, eligibility checks, benefit verifications, prior authorizations, or quotes are not guarantees of final charges, insurance reimbursement, medical necessity, network status, patient responsibility, or third-party fees.

No unlawful fee splitting is intended or permitted.

Payment Processing

Payment processing services may be provided by Waystar or other third-party payment processors on behalf of the MSO or Practice. The MSO’s relationship with its payment processor is contractual in nature. The payment processor is an independent third party and is not subject to the MSO’s direction or control regarding its own privacy and security practices, and you authorize the MSO, Practice, and their payment processors to charge, re-charge or otherwise process your payment method for amounts due, failed transactions, chargebacks, adjustments, and collection-related amounts to the extent permitted by law.

12. PRIVACY AND PROTECTED HEALTH INFORMATION

The MSO and Practice understand the importance of confidentiality and privacy regarding your personal information. Please see the Privacy Policy for a description of how personal information is collected, used, and disclosed, and by using the Service you acknowledge that the Privacy Policy is incorporated into these Terms to the extent permitted by law and that if you do not agree to the Privacy Policy you must not use and must promptly exit the Service.

By accessing or using the Service, you acknowledge and agree that the MSO and Practice may collect, use, and share information as described in the Privacy Policy and as otherwise permitted by applicable law.

Protected Health Information

The MSO is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Practice may be a covered entity under HIPAA, and the MSO may in some cases be a “business associate” of the Practice.

To the extent the MSO is deemed a business associate, and solely in its role as a business associate, the MSO may be subject to certain provisions of HIPAA with respect to protected health information (PHI) that you provide to the Practice or its Providers.

Any medical or health information that you provide that is subject to specific protections under applicable state or federal laws (“Protected Information”) will be used and disclosed only in accordance with such applicable laws. Information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under the Privacy Policy, including for operations, analytics, security, fraud prevention, service improvement, marketing, and development to the extent permitted by law.

The Practice and its Providers have adopted a Notice of Privacy Practices that describes how they use and disclose Protected Information. By accessing or using the Service, you acknowledge receipt of the Notice of Privacy Practices and consent to electronic delivery of privacy notices, updates, and acknowledgments to the extent permitted by law.

For purposes of clarity, information you provide to the MSO in order to register and set up an account (including name, username, email address, shipping address, phone number, device information, usage data, and payment information) may not be considered Protected Information unless HIPAA or other applicable law requires otherwise under the circumstances.

13. ELECTRONIC COMMUNICATIONS

When you access or use the Service or send emails, portal messages, or SMS messages to us, the Practice, or its Providers, you are communicating electronically. You consent to receive communications electronically and agree that electronic communications may include administrative, billing, transactional, appointment, prescription, laboratory, and care-related communications. Communications may be sent via email, SMS, patient portal, automated message, push notification, or through the Service, and you are responsible for keeping your contact information current, monitoring those communication channels, and promptly reading and acting on clinical, billing, laboratory, prescription, and administrative communications.

You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

Marketing and Promotional Communications

With your consent where required by applicable law, the MSO or Practice may send you marketing or promotional communications by email, SMS, or other electronic means. You may opt out at any time by:

Clicking “unsubscribe” at the bottom of any marketing email

Replying STOP to any marketing SMS message

Contacting the Practice at legal@maidenlanemedical.com provided that opt-out requests may take a reasonable time to process as permitted by applicable law

Opting out of marketing communications does not affect transactional or service-related communications (such as appointment reminders, prescription notifications, or billing communications).

Message and data rates may apply for SMS communications, and you represent that you are the subscriber or customary user of any phone number you provide and agree to promptly notify us if that number changes or is reassigned. Message frequency varies. Carriers are not liable for delayed or undelivered messages.

Florida Residents: We endeavor to comply with the Florida Telemarketing Act and the Florida Do Not Call Act as applicable to Florida residents. For purposes of compliance, you agree that we may assume that you are a Florida resident if, at the time of opt-in to the Service, (1) your shipping address, as provided is located in Florida or (2) the area code for the phone number used to opt-into the Service is a Florida area code. You agree that the requirements of the Florida Telemarketing Act and the Florida Do Not Call Act do not apply to you, and you shall not assert that you are a Florida resident, if you do not meet either of these criteria or, in the alternative, do not affirmatively advise us in writing that you are a Florida resident by sending written notice to us. Insofar as you are a Florida resident, you agree that mobile messages sent by us in direct response to mobile messages or requests from you (including but are not limited to response to keywords, opt-in, help or stop requests, and shipping notifications) shall not constitute a “telephonic sales call” or “commercial telephone solicitation phone call” for purposes of Florida Statutes Section 501 (including but not limited to sections 501.059 and 501.616), to the extent the law is otherwise relevant and applicable.

14. RECORDINGS

Telehealth encounters will not be recorded by the Practice or by your Provider without your explicit permission, except as otherwise permitted or required by law.

You agree that you will not record any telehealth encounter (audio, video, or otherwise) without the prior written consent of your Provider and the Practice. Unauthorized recording may result in termination of the telehealth visit, suspension or termination of your account, refusal of future services, and any other remedies available at law or in equity, and may violate applicable state and federal law.

15. USE AND OWNERSHIP OF THE SERVICE

The Service and all Content available through the Service are protected by copyright and other intellectual property laws. Subject to this Agreement, the MSO grants you a limited, nonexclusive, nontransferable, nonsublicensable, revocable license to access and use the Service for your personal, noncommercial use solely as intended by the MSO and Practice, and all rights not expressly granted are reserved by the MSO, Practice, and their licensors and vendors.

All rights, title, and interest in the Service (including computer code, software, databases, workflows, algorithms, interfaces, graphics, logos, photographs, product descriptions, blog posts, artwork, documentation, and all modifications, improvements, and derivative works) are owned by the MSO and its suppliers.

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

The Maiden Lane Medical name, logo, and related graphics, logos, service marks, and trade names are the trademarks of the MSO and/or the Practice and may not be used, copied, displayed, registered, purchased as keywords, incorporated in metatags, used in social media handles, used in paid search or comparative advertising, or otherwise exploited without prior written permission.

DIGITAL MILLENNIUM COPYRIGHT ACT

The MSO and Practice respect the intellectual property rights of others and ask users to do the same. Pursuant to the Digital Millennium Copyright Act of 1998 (the “DMCA”), the MSO and Practice reserve the right, but not the obligation, to remove or disable access to allegedly infringing material and to suspend or terminate any user’s license to access or use the Service if the MSO or Practice determines, in its sole and absolute discretion, that the user is involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. If you believe that material available through the Service infringes your copyright, you may send a DMCA notice to the designated agent identified below requesting review of the alleged infringement. The notice must include: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works located on the Service are covered by a single notice, a representative list of such works; (c) identification of the material that is claimed to be infringing or the subject of infringing activity and information reasonably sufficient to permit the MSO and Practice to locate the material on the Service; (d) the name, address, telephone number, and email address, if available, of the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send a counter-notice that satisfies the then-current statutory requirements of the DMCA. Notices and counter-notices should be sent to: Maiden Lane Medical, Attn: DMCA Agent, 90 Maiden Lane, Third Floor, New York, NY 10038 Phone:646-290-9560. The MSO and Practice may disregard any notice or counter-notice that does not substantially comply with the DMCA and may require additional information before taking action.

17. USER SUBMISSIONS

Subject to any limitations on Protected Information, any information you transmit to the MSO or Practice via the Service (including data, questions, comments, suggestions, feedback, reviews, ideas, and communications), other than Protected Information, will be treated as nonconfidential and nonproprietary to the extent permitted under applicable law, and neither the MSO nor the Practice owes you compensation, attribution, confidentiality, or other obligations for such submissions.

You grant the MSO and Practice a fully paid, royalty-free, perpetual, irrevocable, worldwide, nonexclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such submissions for the purposes of operating, providing, improving, securing, analyzing, marketing, and developing the Service, subject to applicable law and limitations on Protected Information.

If a submission contains Protected Information, the MSO’s rights under this section will be limited as and to the extent required under applicable law, but de-identified, aggregated, or anonymized information derived from submissions may be used, exploited and disclosed for any lawful purpose permitted by applicable law and not prohibited by the Privacy Policy.

18. PROHIBITED USE

You are prohibited from using or attempting to use the Service:

For any unlawful, unauthorized, fraudulent, deceptive, abusive, harassing, harmful, or malicious purpose

In any manner that could damage, disable, or overburden any server or network

In any manner that could interfere with any other party’s use of the Service

To gain unauthorized access to any accounts, computer systems, or networks

To reverse engineer, disassemble, decompile, scrape, crawl, index, frame, mirror, train artificial intelligence or machine-learning models on, or otherwise extract data or technology from the Service

To upload or transmit viruses, malware, or other harmful software

To upload or transmit unsolicited advertising, spam, or promotional materials

To harvest, collect, use, disclose, or attempt to identify information about other users, Providers, personnel, or patients

To impersonate any person or entity

To upload or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of privacy, infringing, misleading, clinically unsafe, or otherwise objectionable

The MSO and Practice reserve the right to suspend or terminate your access to the Service, remove or disable content, preserve evidence, report suspected violations to law enforcement or regulators, and cooperate with investigations for any violation of this section and these Terms.

19. THIRD-PARTY GOODS AND SERVICES

The Service may contain links to or integrations with third-party websites, products, or services, including laboratory services (LabCorp, Quest Diagnostics), payment processors, and referral partners. These third parties are independent entities and are not controlled by the MSO or Practice, and their availability, content, products, services, privacy practices, security practices, billing practices, professional judgment, acts, and omissions are their sole responsibility.

Your use of any third-party goods or services, and any interactions with third parties, are solely between you and such third parties. The MSO and Practice are not responsible for any loss or damage arising from your use of, reliance on, inability to access, or interactions with third-party goods or services, even if linked, integrated, ordered, referred, or facilitated through the Service.

20. DISCLAIMERS

Content and other information contained on the Service is provided as a convenience for general informational purposes only and does not constitute medical advice, diagnosis, treatment, or a substitute for professional medical judgment. Users relying on Content or other information from the Service do so at their own risk, and should consult a qualified healthcare professional before acting on any health-related information.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY ACCESS TO OR USE OF THE SERVICE IS VOLUNTARY AND AT THE SOLE RISK OF THE USER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MSO AND THE PRACTICE (EACH AS DEFINED HEREIN) DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, AND NONINFRINGEMENT.

THE MSO AND PRACTICE DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, AVAILABILITY, SECURITY, OR USEFULNESS OF THE SERVICE, CONTENT, THIRD-PARTY SERVICES, OR ANY INFORMATION OBTAINED THROUGH THE SERVICE. THE MSO AND PRACTICE DO NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERRUPTIONS, ERRORS, VIRUSES, CYBERATTACKS, DATA LOSS, UNAUTHORIZED ACCESS, OR COMMUNICATION FAILURES.

CLINICAL SERVICES ARE PROVIDED BY THE PRACTICE AND ITS PROVIDERS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE MSO AND PRACTICE, MAKE NO WARRANTIES OR GUARANTEES REGARDING THE QUALITY, ACCURACY, AVAILABILITY, TIMELINESS, EFFECTIVENESS, APPROPRIATENESS, OR OUTCOMES OF ANY CLINICAL SERVICES, PRESCRIPTIONS, REFERRALS, LABORATORY TESTING, OR THIRD-PARTY SERVICES.

21. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN AS EXCLUDED BELOW, IN NO EVENT SHALL THE MSO AND THE PRACTICE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF DATA, LOST PROFITS, LOSS OF GOODWILL, SERVICE INTERRUPTION, SECURITY INCIDENTS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE MSO AND THE PRACTICE FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE, CONTENT OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO THE MSO OR PRACTICE FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100), EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM OR BE PERMANENTLY BARRED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT SUCH EXCLUSIONS OR LIMITATIONS, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF ANY LIMITATION OF WARRANTY OR LIABILITY OR LIMITATION ON BARRING ACTION IS HELD UNENFORCEABLE IN A PARTICULAR JURISDICTION OR AS TO A PARTICULAR CLAIM, THE REMAINDER OF THESE TERMS WILL REMAIN IN FULL FORCE AND EFFECT AND SUCH LIMITATION WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NOTHING IN THIS SECTION IS INTENDED TO LIMIT LIABILITY FOR MEDICAL MALPRACTICE OR PROFESSIONAL NEGLIGENCE BY THE PRACTICE OR ITS PROVIDERS TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW, AND YOU AGREE THAT ANY SUCH CLAIM MUST BE ASSERTED SOLELY AGAINST THE PRACTICE OR PROVIDER WHO ALLEGEDLY PROVIDED THE PROFESSIONAL SERVICE AT ISSUE AND NOT AGAINST THE MSO.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

22. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the MSO and the Practice from and against any and all claims, demands, proceedings, investigations, audits, damages, settlements, judgments, liabilities, losses, costs, and expenses (including attorneys’ fees and costs) arising from or related to:

Your use of the Service

Your violation of this Agreement

Your violation of any applicable law

Your fraud, negligence, misrepresentation, omission, or willful misconduct

Your violation of any rights of any other person or entity, including privacy, publicity, intellectual property, confidentiality, and data protection rights

The MSO and Practice reserve the right to control the defense and settlement of any claim for which indemnification is sought, and you agree to cooperate as reasonably requested and not to settle any claim without prior written consent if the settlement is unreasonable or imposes any obligation, admission, restriction, or liability on an indemnified party.

23. TERMINATION

The MSO or Practice may suspend, restrict, or terminate your account, access, or use of the Service at any time, with or without notice where permitted by law, and for any or no reason, including for conduct violating these Terms, nonpayment, suspected fraud, safety concerns, regulatory concerns, inability to verify your identity or location, abusive conduct, or if the Service is discontinued.

Upon termination:

You will not attempt to use the Service under any name, real or assumed.

The provisions of this Agreement concerning ownership, intellectual property, user submissions, payment obligations, privacy, disclaimers, limitation of liability, arbitration, class action waiver, indemnification, termination effects, notices, governing law, venue, and any other provisions that by their nature should survive shall survive termination.

Except as required by applicable law (including any obligation to provide access to medical records), the MSO and Practice have no obligation to return, maintain, export, transfer, or provide to you any Content, information, account data, messages, or records following termination.

Your medical records will be retained and made available to you in accordance with applicable state and federal law, regardless of account termination.

24. BINDING ARBITRATION AND CLASS ACTION WAIVER

Agreement to Arbitrate

The MSO may modify these arbitration provisions on a prospective basis upon notice, and any modification will apply only to claims arising after the effective date of the modification to the extent necessary to avoid unenforceability.

You and we agree that any legal claim, dispute, or controversy arising out of or relating to this Agreement, the Service, Content, communications, payment, privacy, any goods or services provided through or facilitated by the Service, or the relationship between you and the MSO and/or the Practice (each and collectively, “Disputes”), that is not resolved through the informal dispute resolution process described below, shall be resolved by binding arbitration conducted before one arbitrator from the American Arbitration Association (AAA), rather than in a court.

You and we acknowledge that by agreeing to arbitration, both parties are voluntarily and knowingly waiving the right to a trial by jury.

Informal Dispute Resolution

Before commencing arbitration, you and we agree to attempt to resolve any Dispute informally. The party initiating a Dispute must provide written notice (“Notice”) to the other party describing in reasonable detail the Dispute, the legal and factual basis for the claim, the relief sought, and information sufficient to identify the account, appointment, transaction, communication, or service at issue. Notice to us should be sent to:

Maiden Lane Medical

90 Maiden Lane, Third floor, New York, NY 10038

Attn: Dispute Resolution

Email: legal@maidenlanemedical.com

We will provide notice to the email address associated with your account.

Within forty-five (45) days after receipt of the Notice, the parties will meet and confer by telephone or videoconference in a good-faith effort to resolve the Dispute informally. If the Dispute is not resolved within thirty (30) days after the informal conference, either party may commence arbitration, and compliance with this informal dispute resolution process is a condition precedent to filing any arbitration or permissible court action.

Arbitration Procedures

Arbitration will be administered under the AAA Consumer Arbitration Rules in effect at the time the arbitration is commenced, including any applicable AAA Mass Arbitration Supplementary Rules or equivalent rules. Payment of filing, administration, and arbitrator fees will be governed by the AAA fee schedule, except that the arbitrator may award fees and costs to the MSO or Practice to the extent permitted by law if the arbitrator determines that a claim was frivolous, brought for an improper purpose, or filed in breach of these Terms.

The arbitration will be conducted in New York, New York, by telephone, by videoconference, or on written submissions, as determined by the arbitrator, unless the parties agree otherwise in writing or applicable law requires a different location.

The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction, but the arbitrator may award relief only on an individual basis and only to the extent necessary to resolve the individual claim before the arbitrator.

This Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this arbitration provision.

Class Action Waiver

YOU AND WE AGREE THAT ALL DISPUTES MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, CONSOLIDATED, COORDINATED, OR MASS ACTION BASIS, EXCEPT TO THE EXTENT AAA MASS ARBITRATION SUPPLEMENTARY RULES APPLY TO ADMINISTRATION WITHOUT PERMITTING CLASS OR REPRESENTATIVE RELIEF. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM.

Neither party may bring any claim as a plaintiff, claimant, representative, private attorney general, or class member in any purported class, collective, representative, coordinated, consolidated, or mass proceeding, and no arbitration shall be consolidated, coordinated, batched, or joined with any other arbitration except as required by the applicable AAA rules for administrative efficiency without expanding the arbitrator’s authority to award non-individual relief.

If a court of competent jurisdiction determines that this class action waiver is unenforceable as to a particular claim, then that claim (and only that claim) shall be severed from arbitration and may be brought in the state or federal courts located in New York, New York. All other claims shall remain in arbitration.

Opt-Out Right

If you do not wish to be bound by this arbitration provision, you may opt out within thirty (30) days after first becoming subject to this Agreement by sending written notice to:

Maiden Lane Medical

90 Maiden Lane, Third floor, New York, NY 10038

Attn: Arbitration Opt-Out

Email: legal@maidenlanemedical.com

Your opt-out notice must include your name, address, email address, and a clear statement that you wish to opt out of the arbitration provision. You must sign the notice for it to be effective.

Opting out of arbitration does not affect any other provision of this Agreement.

Exceptions to Arbitration

Nothing in this Agreement shall prevent any party from seeking provisional or interim remedies in aid of arbitration from a court of competent jurisdiction. All rights and remedies under these Terms are cumulative and are in addition to, and not in lieu of, any other rights or remedies available at law or in equity.

Either party may bring an individual action in small claims court for Disputes within the scope of such court’s jurisdiction, as long as the action remains in small claims court and proceeds on an individual basis, and seeks only individualized relief.

The MSO and Practice may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights, confidential information, privacy, security, patient safety, regulatory compliance, or to prevent imminent harm, without first engaging in informal dispute resolution, arbitration or posting a bond or other security, to the extent permitted by law.

25. OPEN PAYMENTS NOTICE

For informational purposes, the federal Physician Payments Sunshine Act requires that certain payments and transfers of value from manufacturers of drugs, medical devices, and biologics to physicians and teaching hospitals be reported and made publicly available.

You may search the Open Payments database maintained by the Centers for Medicare and Medicaid Services (CMS) at:

https://openpaymentsdata.cms.gov

26. NOTICES

Any notices to you from the MSO or Practice regarding the Service or this Agreement may be made by email, SMS, posted notice on the Service, patient portal message, telephone, push notification, or regular mail, and notice is deemed given when sent, posted, or mailed to the contact information associated with your account.

27. ENTIRE AGREEMENT

This Agreement, together with the Informed Consent for Telehealth Services, the Notice of Privacy Practices, the Privacy Policy, any financial responsibility or assignment-of-benefits forms, and any other agreements, policies, consents, or notices posted on or presented through the Service, constitutes the entire agreement between you and the MSO and Practice regarding your use of the Service and supersedes any prior or contemporaneous agreements, communications, representations, or understandings regarding that subject matter. The paragraph titles in these Terms and Conditions are for convenience only and have no legal or contractual effect. The affiliates, parents, subsidiaries, owners, successors, assigns, managers, officers, directors, employees and agents, including the Providers, of the MSO and the Practice are intended third-party beneficiaries of any waiver, disclaimer, limitation, defense, release, or indemnity that benefits them under these Terms and may enforce those provisions directly.

28. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect, and each waiver, disclaimer, exclusion, limitation, and remedy shall be construed as independent and severable. The invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely matches the intent of the original provision to the extent permitted by law.

29. NO WAIVER

No failure or delay by the MSO or the Practice in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.

30. NO AGENCY RELATIONSHIP

Nothing in this Agreement creates any partnership, joint venture, employment, fiduciary, trustee, representative, agency, or other special relationship between you and the MSO, the Practice, or any Provider, except for any provider-patient relationship established with the Practice or a Provider as expressly described in these Terms. You may not enter into any contract on behalf of the MSO or Practice or bind them in any way.

31. ASSIGNMENT

You may not assign any of your rights under this Agreement, and any such attempt will be null and void. The MSO and Practice may assign or transfer this Agreement, in whole or in part, to any affiliate, successor, purchaser, or third party in connection with a merger, sale of assets, reorganization, financing, change of control, outsourcing arrangement, management services arrangement, or other corporate or professional transaction, without further consent or notification.

32. GOVERNING LAW AND VENUE

This Agreement shall be governed by the laws of the State of New York, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement and applicable federal and state healthcare laws govern clinical services where required.

To the extent any Dispute is not subject to arbitration under this Agreement, you and we agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York, waive any objection based on personal jurisdiction, venue, or forum non conveniens, and agree not to seek transfer to any other forum or jurisdiction.

33. CONTACT INFORMATION

If you have any questions or concerns about this Agreement, please contact us at:

Maiden Lane Medical

90 Maiden Lane, Third floor, New York, NY 10038

Phone: 646-290-9560

Email: legal@maidenlanemedical.com

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.