PATIENT TERMS OF SERVICE

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MINDYRA TERMS AND CONDITIONS OF USE FOR END USERS

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UPDATED: May 9, 2023

Overview

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Mindyra’s Services are not medical advice. Services are not to be used for persons with serious, life threatening or emergency medical conditions. In the event of an emergency, do not delay in seeking medical care - CALL 911 immediately or visit your nearest emergency room.

The following Terms and Conditions of Use (“Terms”) govern the use of anyone who accesses and uses Mindyra Health Corporation’s (“Mindyra”) mobile application (“MindHealth Navigator™ or MHN”), website, platform, services and the content contained therein (together, the “Services”).

Please read these Terms carefully before you start to use the Services. By using the Services, you accept and agree to be bound and abide by these Terms of Use and Mindyra’s Privacy Policy, found at https://www.mindyra.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Services.

Mindyra is a behavioral care technology company formed to assist individuals, as well as employers, benefit consultants, universities, large membership organizations and healthcare systems, to support their mental health needs. The firm has developed its proprietary MindHealth Navigator™ platform to help accurately assess each individual’s mental health challenges and to guide users to their own personalized Care Pathway™. The systematic collection of health outcome data over time is continuously analyzed to enhance Care Pathways™, and where possible, highlight early intervention opportunities for the individual user, with the objective of improving quality of care provided while reducing payer costs. Mindyra’s proprietary testing and outcomes analysis tools support clinicians’ informed decisions for patient care and employee wellness, delivering a full continuum of mental health care and behavioral solution options from one platform.

Mindyra does NOT provide any medical service or offer any medical advice.

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The following Terms may be updated or changed from time to time. Updates to the Terms become effective once posted on the platform. Accordingly, you should check the Services frequently for any changes to these Terms. Your continued use of the Services provided by Mindyra constitutes your acceptance of such changes to the Terms.

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Terms and Conditions of Use

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Use of the Services

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The content of Mindyra’s Services includes: designs, graphics, images, logos, icons, video, audio, information, text, software, computer code, algorithms and other Mindyra content.
When you access, view, or otherwise use any content available through Mindyra’s Services, you unconditionally accept these Terms. If you do not agree to the Terms, you should not access Mindyra’s Services.
Mindyra’s Services are not to be used for persons with life threatening or emergency medical conditions. In the event of an emergency do not delay in seeking medical advice and CALL 911 immediately or visit your nearest emergency room.
Mindyra’s Services are not medical advice. Please see “Disclaimers” below.

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You agree that you will never use or access Mindyra’s Services for commercial purposes. You are solely responsible for any actions you take while using Mindyra’s Services or the information contained within Mindyra’s Services.

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By using Mindyra’s Services you agree that the personal information that you provide shall not: (a) be false, inaccurate or misleading; (b) violate the rights of any third party, including without limitation privacy and proprietary rights; (c) be fraudulent; (d) violate any law, statute, ordinance or regulation; (e) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, data or personal information; or (g) create liability for Mindyra.
By using Mindyra’s Services, Mindyra grants you a license and the ability to view the content contained within. This license is granted to you and cannot be transferred to someone else. It is also nonexclusive and revocable, meaning we also grant licenses to others, and we can revoke the license we provide to you at any time after granting it. Mindyra otherwise maintains all right, title and interest in its Services and the content contained herein, including any and all intellectual property rights associated with the content; provided, however, that the content on Mindyra’s Services may include content, including software, proprietary processes and procedures and data or other components, licensed by Mindyra from third parties.
If you choose, or are provided with, a user name, password, or any other piece of information as part of Mindyra’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services using your user name, password, or other security information. You agree to notify Mindyra immediately of any unauthorized access to or use of your user name or password or any other security breach. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
You agree that you shall not: (i) use any device, program or method to interfere or to try to interfere with Mindyra’s Services; (ii) try to disrupt the integrity of the Services or (iii) use or alter the Services in any way that would negatively affect the Services and/or its availability to other users.
You shall not: (a) use or allow any third party to use Mindyra’s Services and content other than as expressly permitted in these Terms; (b) attempt or allow any third party to attempt to reverse engineer, copy, decompile, or disassemble any Mindyra or Mindyra-licensed software, processes or work-flow, including but not limited to the Mindyra tests and procedures; (c) sell, sublicense, share, or otherwise transfer any part of Mindyra’s Services, software, content or materials, or use any of the foregoing for any purpose other than general information for yourself or your family; or (d) use Mindyra’s Services, software, or materials in any way that infringes or violates any copyright or other proprietary interests of Mindyra or Mindyra’s licensors or violates any applicable law or regulation.
Mindyra’s Services may not be used by competitors of Mindyra.
Mindyra has the right, but not the obligation, to decide whether to post any testimonials on the Services that have been provided by users to Mindyra. Mindyra does not check or review every testimonial, and is not responsible for screening, monitoring or editing any testimonial posted on the Services. Further, Mindyra disclaims any and all liability relating to the substance of any testimonial arising under any law.
At all times when using Mindyra’s Services, you shall comply with all applicable laws, statutes, ordinances and regulations.
Mindyra’s Services are offered and available to: (i) users who are 18 years of age or older; or (ii) to adolescents or children that have parental or legal guardian consent and oversight .

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Intellectual Property

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You affirm that all content appearing on the Services, including but not limited to, the MindHealth Navigator™ and other Services offered by Mindyra, is the property of Mindyra and protected by the relevant laws, unless otherwise noted. The reproduction and/or distribution of this content without express permission from Mindyra is prohibited. Any reproduction and/or distribution of the content should make clear that the content is the property of Mindyra. Reproduction or storage of materials retrieved from the Services is subject to the U.S. Copyright Act of 1976, Title 17 U.S.C.

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If you believe the Services infringe on an existing copyright, you should notify our Designated Agent [pursuant to Title 17, United States Code, Section 512(c)(2)]. Notification must be submitted to the following Designated Agent:

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Mindyra Health Corporation

6 Thorndal Circle

Darien, Connecticut 06820

Attention: William R. Battey, Jr.

bill.battey@mindyra.com

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To be effective, the notification must be in writing and include the following:

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A physical or electronic signature of the owner – or person authorized to act on behalf of the owner - of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed. A single notification can cover multiple copyrighted works at a single online website but it must include a representative list of such works at that website;
Identification of the material that is claimed to be infringing, or is the subject of infringing activity. This is the information the notification seeks to have removed or have the access to disabled. The information identified must be reasonably sufficient to permit the service provider to locate it on the website;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, a telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
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 the law; and
A statement that the information in the notification 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.

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Mindyra owns all the rights and interests in its trademarks used in connection with its Services, including but not limited to the marks “MINDYRA”, “KNOW WHERE TO TURN” and the “Compass design”. The absence of an explicit reference in these Terms to a word or design in use as a trademark or service mark by Mindyra is not a waiver of any intellectual property rights and interests held by Mindyra in those words or designs.

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The Mindyra trademarks may not be used without express permission by Mindyra. Any use of the Mindyra trademarks should make clear that the trademarks are owned by Mindyra and the associated goods or services are provided by Mindyra. The Mindyra trademarks should also always be used as an adjective to indicate the source of a good or service (for example, “the Mindyra app”) rather than as a noun for the goods and services themselves, or as a verb referring to the actions performed by the goods and services. A “TM”, “SM”, or ®, as applicable, should always be included adjacent to any Mindyra trademark when in use.

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Breach of Terms and Conditions of Use

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In the event you breach any of these Terms or any document they incorporate by reference or if Mindyra believes your action may cause legal liability for you, our users, or us, Mindyra may take any of the following actions, without limiting any other remedy available to it, to deal with your breach: immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access to Mindyra’s Services and/or refuse to provide any of the Services to you.

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Disclaimers/Not Medical Advice

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The information and services available through the Services are not intended as a substitute for medical treatment or advice from a licensed medical professional. This information is intended only for your convenience and informational purposes and is separate from any relationship between you and any health care provider. You should not rely on information contained in or available through the Services, except as accepted and recommended by your healthcare provider, including but not limited to any medication information or treatment plan information, to self-diagnose yourself or a family member or to select a course of treatment. You assume all risks associated with using Mindyra’s Services.
Mindyra does not intend for the information on the Services it offers to be medical advice. You acknowledge that any information you derive from using interactive services on the Services will depend on the information that you provide and on the recommendations of your health care provider. You also acknowledge that information provided by Mindyra is similar information to that of a textbook or other health resource. Mindyra accepts no responsibility for the correctness of any diagnosis based in whole or in part upon the use of its Services. You hereby release Mindyra from any and all obligations or liability associated with your solicitation of medical advice or treatment via Mindyra’s Services. You further agree to indemnify, defend and hold harmless Mindyra from any and all liabilities, losses, costs or damages (including, without limitation, attorneys’ fees) in connection with, arising out of or related to your use of Mindyra’s Services, contact information, email or other services.
Mindyra makes no representation or warranty as to the content of any diagnosis or treatment from any licensed or unlicensed medical, mental health or other professional who utilizes the Services or information delivered by Mindyra in connection with his or her diagnosis and/or treatment of any individual.
Mindyra’s Services may provide links to third party sites. Mindyra is not responsible for and does not endorse or recommend any of the content on these websites. Be aware that our policies and Terms which govern the use of Mindyra’s website and services do not govern these outside third parties.

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Communications with Mindyra

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While Mindyra has taken steps to ensure that its platform is secure, it is advisable that you take precaution when you communicate with us, especially in regard to confidential or sensitive information. In addition, we cannot guarantee the confidentiality of any message you send via email, outside of Mindyra’s platform. Mindyra expressly disclaims any liability for damages that results from any communication or message sent to Mindyra that is intercepted or compromised by a third party.

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As-Is

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MINDYRA PROVIDES ALL CONTENT THROUGH ITS SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MINDYRA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE WARRANTIES INCLUDE, BUT ARE NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
OUR GOAL IS TO PROVIDE ACCURATE, UP-TO-DATE INFORMATION AND EASY-TO-USE SERVICES. HOWEVER, WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SERVICES. WE ALSO DO NOT WARRANT THAT THE SERVICES WILL ALWAYS FUNCTION PROPERLY OR THAT THEY WILL ALWAYS BE AVAILABLE FOR USE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SERVICES ARE FREE FROM VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE. FURTHERMORE, MINDYRA MAKES NO WARRANTY THAT ANY DEFECTS, ERRORS OR INACCURACIES, WHETHER KNOWN OR UNKNOWN, WILL BE CORRECTED, OR THAT THE SERVICES WILL BE VIRUS-FREE.
PLEASE NOTE THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

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Limitation of Liability

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MINDYRA IS NOT AND WILL NOT BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE, OR INABILITY TO USE, THE SERVICES. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, PROFESSIONAL LIABILITY AND ANY OTHER LEGAL THEORY AND COVERS ALL LOSSES. THESE MAY INCLUDE BUT ARE NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE - OR INABILITY TO USE - THE SERVICES OR CONTENT CONTAINED THEREIN. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THE CONTENT CONTAINED THEREIN, YOUR SOLE REMEDY IS TO STOP USING IT. MINDYRA SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY AND IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED THE GREATER OF (i) THE AMOUNT OF FEES YOU HAVE PAID TO US FOR USE OF THE SERVICES AVAILABLE THROUGH THE SERVICES DURING THE THIRTY (30) DAYS IMMEDIATELY PRIOR TO THE DAMAGE (IF ANY) OR (ii) TEN DOLLARS ($10.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE TERMS OR CONDITIONS OF USE MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE EVENT UNDERLYING THE CAUSE OF ACTION HAS OCCURRED. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS AND YOUR USE OF THE SERVICES. IN JURISDICTIONS THAT RESTRICT LIMITATION OF LIABILITY PROVISIONS, MINDYRA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE FEES (OR LACK THEREOF) CHARGED FOR ACCESS TO THE SERVICES HAVE BEEN CALCULATED BASED ON THESE LIMITATIONS.

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Governing Law/Waiver of Jury Trial

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These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. You consent to the jurisdiction of the state and federal courts located within the State of Delaware and waive all objections to such jurisdiction and venue. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LAWSUIT BROUGHT BY ANY PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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Severability

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If any provision of these Terms is found to be invalid, illegal or unenforceable for whatever reason, such provision shall be fully severable and the other remaining provisions shall remain in full force and effect, and shall be construed as if the illegal, invalid or unenforceable provision never existed. Furthermore, in lieu of such invalid, illegal or unenforceable provision there shall be added automatically in its place a provision as similar in its terms and intent as may be possible in order to be legal, valid or enforceable.

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Waiver

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No waiver by Mindyra of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Mindyra to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.