ALVEO TECHNOLOGIES, INC. AUTHORIZED USER TERMS

These Authorized User Terms (the “Agreement”) are a contract between you, the individual accepting this Agreement (“you” or “Authorized User”) and Alveo Technologies, Inc. (“we,” “us,” “Alveo”).  

This Agreement governs your use of the be.well™ online platform and smartphone application (in the form provided to you by Alveo (“Services”), as well as the associated hardware unit, in the form it was delivered to the Enterprise Customer (the “Hardware” and together with the Services, the “Product”).  “Enterprise Customer” means the organization to which you provide medical diagnostic services, which has provided us with your name and contact information and authorized us to create a Services account for you, has purchased a Hardware unit to provide for your use and has paid or committed to pay for a subscription for your use of the Services.  

You do not own, and Alveo does not grant you, any rights in the Hardware; you may only use the Hardware if expressly authorized by Enterprise Customer to do so, and only in accordance with the restrictions in this Agreement and any directions provided by Enterprise Customer.  In the event of any conflict between this Agreement and such directions, this Agreement will control, but you must consult with Enterprise Customer if you have any questions regarding such directions.

Your use of the Services is subject to all terms and conditions of this Agreement, to the exclusion of all other terms.  This Agreement is subject to modification from time to time.  Alveo will use commercially reasonable efforts to notify you of such changes.  If you do not agree with such changes, your only remedy is to terminate use of the Product.

Your continued use of the Product following any modifications to the Agreement indicates that you agree to continue to be bound by the Agreement.  

1. Account Registration. You must register and create a user account with Alveo (“Account”) in order to use the Product. When you register and create an Account, you will be asked to disclose certain personal information, including your name, date of birth, and email address, and to set a user name and password for your Account. To register your Account, you must verify your email account by following the prompts delivered via email to your provided email address. You are responsible for all activities that occur under your Account and for keeping your password and log-in information secure. You agree that you (i) will monitor your Account for unauthorized use, (ii) will not share your account or password with anyone, (iii) will not transfer your Account to anyone else without Alveo’s prior written permission, and (iv) will notify Alveo immediately of any unauthorized use of your Account or password, or any other actual or suspected breach of security. You agree to provide Alveo with true, accurate and complete information as requested in our registration process. You also agree to update such information promptly as necessary to keep it current and accurate.
2. Use of the Product.  You must be at least 18 years old to use the Product.  You may only use the Product for  the purpose of performing your medical diagnostic obligations to Enterprise Customer.  You will comply with all applicable laws, rules and regulations in connection with your use of the Product, including having all applicable certifications and licenses.  You will not, nor will you allow any third party to, violate or attempt to violate the security of the Product or Alveo’s systems or network security, including, without limitation by (i) accessing data not intended for users of the Product or gaining unauthorized access to an account, server or any other computer system; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (iii) attempting to interfere with the function of the Product, host or network.  You may not “crawl,” “scrape,” or “spider” any portion of the Products (through use of manual or automated means). You will not provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any unauthorized third parties, any Product. You may only use the Product as directed, pursuant to the Authorized User documentation as detailed within the Services, which is incorporated into this Agreement and may be modified accordingly.
3. Alveo’s Proprietary Rights.  As between Alveo and Authorized User, the Services, including all of the Services’ contents (including, without limitation, text, images, audio, video, and the HTML used to generate or deliver any such content) (“Content”), are the property of Alveo or that of our suppliers or licensors and are protected under  trademark, copyright, and/or other intellectual property laws.  You may not download, copy, print, display, perform, reproduce, publish, modify, prepare derivative works from, license, transmit, or distribute any Content from the Services in whole or in part, for any public or commercial purpose without prior written consent from Alveo. Alveo (on behalf of itself and its suppliers and licensors) reserves all rights not expressly granted herein.  
   
   Without limiting the foregoing, as between you and Alveo (or other companies whose marks appear on the Product), Alveo (or the respective company) is the owner and/or authorized user of any trademark, registered trademark, logo, and/or service mark appearing on the Product (the “Marks”).  Nothing in this Agreement should be construed to grant any license or right to use any Alveo Mark. You may not use or exploit any Marks or Content without prior written consent from Alveo.
4. Relationship with Enterprise Customers. Unless otherwise expressly agreed among you, Alveo and/or your affiliated Enterprise Customer, any applicable fees associated with your use of the Product have been or will be paid directly to Alveo by the Enterprise Customer. We grant you a non-exclusive, non-transferable license to download the smartphone application on any device that you own or control, but your access to and use of the Services is dependent upon the full and timely payment by your affiliated Enterprise Customer of all applicable fees, and Alveo reserves the right to suspend or terminate your access to the Services if your affiliated Enterprise Customer is delinquent or has otherwise defaulted with respect to its payment obligations. Alveo’s Product support obligations run solely to the Enterprise Customer, and not to you; to the extent you are experiencing any malfunctions or issues with respect to the Product, you must inform the Enterprise Customer promptly, who may seek support from Alveo.
5. Termination; Breach. Alveo may terminate this Agreement and your Account (including access to the Services) upon your breach of this Agreement, with or without notice to you. Upon being notified of such termination, you must immediately cease all use of the Product (to the extent your access thereto has not already been terminated), return or destroy all copies of all Content in your possession, including all portions or copies thereof.
6. Your Personal Data.  How we use any personal data you give us is set out in our Privacy Notice: https://www.alveotechnologies.com/privacy-policy/
7. Third Party Sites.  The Services may contain links to third party websites (“Third Party Sites”).  Third Party Sites are not reviewed, controlled or examined by Alveo in any way and Alveo is not responsible for any content contained therein.  These links do not imply Alveo’s endorsement of or association with any Third Party Site.  Alveo is not liable, directly or indirectly, to anyone for any loss or damage arising from or in connection with use of the Third Party Sites.
8. Disclaimer of Warranties.  THE PRODUCT, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND FUNCTIONALITY CONTAINED IN THE SERVICES, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALVEO (ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS) HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED.  NO ADVICE, RESULTS, INFORMATION OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE PRODUCT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. NO CONTENT CAN OR SHOULD BE CONSTRUED AS MEDICAL ADVICE.
9. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT WILL ALVEO (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PRODUCT OR ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE PRODUCT OR ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ALVEO (OR ITS LICENSORS OR SUPPLIERS) HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND (B) THE TOTAL LIABILITY OF ALVEO HEREUNDER, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, $100.00.
10. Governing Law; Dispute Resolution.  This Agreement is governed by the laws of the State of California, without regard to its conflict of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. Any disputes hereunder will be finally settled by arbitration in Alameda County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator.  Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, each party will have the right to seek injunctive or other equitable relief at any time from any court of competent jurisdiction. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States federal courts located in the Northern District of California.
11. General Information.  The failure of Alveo to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision.  If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that the terms of this Agreement will otherwise remain in full force and effect and enforceable. You may not assign this Agreement or transfer any of your rights or obligations hereunder without Alveo’s express written consent. The terms of the Agreement inure to the benefit of Alveo’s successors, assigns and licensees. The Agreement represents the entire agreement between you and Alveo with respect to the subject matter herein.
12. Apple Specific Terms. The following Apple-specific terms will only apply if you have downloaded the smartphone application from the Apple App Store. These terms are however subject to the sections above, including in particular section 9 on “Limitation of Liability”. The Agreement is between you and Alveo only, not with Apple. Alveo is solely responsible for the Services. Apple has no obligation whatsoever in respect of the Services, including any maintenance and support. Alveo, and not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. In the event of any third party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, Alveo, and not Apple will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. Apple, and Apple’s subsidiaries, are third party beneficiaries of the Agreement.  Upon your acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary.  

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