These CEREBRAL TERMS AND CONDITIONS OF USE ("Terms of Use") concern the getcerebral.com website (together with its pages and features, "Website") and mobile software application (together with its pages and features, "App"), as well as those certain products and services provided on, through or in relation to the Website and/or the App. This Terms of Use is made and entered into by and between you and any person helping you visit, access, register with and/or use the Website and/or the App (collectively, "you" or "your"), on the one side, and Cerebral, Inc. ("Cerebral"), on the other side. You and Cerebral are sometimes referred to herein each as a "Party" and together as the "Parties." Cerebral Inc, (“Cerebral”, “we,” “us,” and “our”) contracts with Cerebral Medical Group (CA), A Professional Corporation regarding online telehealth medical consultations and secure messaging between Cerebral Medical Group physicians and other healthcare professionals (individually the “Provider” and collectively the “Providers”) and their patients.

We ask that you read this Terms of Use carefully before using the Website or the App because it constitutes a legally binding agreement between you and Cerebral. When you create, register or log into an account through the Website or the App you are automatically accepting and agreeing to the most-recent version of this Terms of Use and continuing to visit, access, registration with or use of the Website or the App reaffirms your acceptance and agreement in each instance.

If you do not accept and agree to this Terms of Use in its entirety, then you should not visit, access, register with and/or use the Website or the App. Cerebral may supplement, amend or otherwise modify this Terms of Use at any time. These changes will be posted on this or a similar page of the Website or the App, as applicable, emailed to the email address associated with your User Account (see below for defintion) or posted to your User Account (see below for defintion), and shall be deemed effective as of their stated effective or modification date.

By opting in to use Cerebral's services, you agree that when you use or enter the Platform, you affirmatively consent to conduct business electronically with Cerebral and engage in health-oriented activities with health professionals and professional entities affiliated with Cerebral, and such processes have the same force and effect as your written signature. You agree and consent to Cerebral, Cerebral affiliates or certain affiliated professional entities sending you disclosures, messages, notices, and other communications to your designated mobile phone and email account. If you do not agree with any of these Terms or our Privacy Policy, you may not use the Platform.

• Privacy Cerebral’s policies concerning the collection and use of your personal information in connection with the Website and the App are set forth in the Privacy Policy. Be sure to carefully review this each time you visit, access or use the Website or the App.

• Eligibility The Website and the App are offered only to users eighteen (18) years of age or older and who have accepted this Terms of Use. By visiting, accessing, registering with or using the Website or the App, or by purchasing or using any products or services through the Website or the App, you represent and warrant to Cerebral that you meet these eligibility requirements. Additionally, you agree to comply with all applicable laws for visiting, accessing, registering with and using the Website and the App and for purchasing any products or services through the Website or the App, and you may only use them for lawful purposes.

• Your Device Functionality You are responsible for obtaining and maintaining your Device, software, operating system, carrier and network access necessary to properly access and use Cerebral’s services. Cerebral does not guarantee that the Website, the App or any portions thereof will function on or in connection with any particular Device, software, operating system, carrier, or network. You hereby acknowledge and agree that information about your use of Cerebral’s services through your Device may be sent to Cerebral and/or certain third parties,as deemed necessary to provide its states services. All rate and data fees of your Device’s carrier apply. Cerebral is in no way responsible for your carrier rates and data fees, where applicable.

• Copyrights The Website, the App, and all elements and derivatives thereof (including, without limitation, all content, information, source codes, object codes, data, instructions, documentation and expressions), as well as all copyrights, trademarks, trade secrets and other intellectual properties of the foregoing, are owned, licensed or permissibly used by Cerebral.

• Website and App License Subject to this Terms of Use, and any associated payment and registration obligations as imposed by or with the prior consent of Cerebral, Cerebral grants you a limited, non-exclusive, personal, freely-revocable, non-transferable and non-sub-licensable license to access and view the various publicly displayed pages of the Website, and to view the information and content found thereon. If you have a User Account (defined below) in good standing, then said license shall extend to the subscription-only pages of the Website. Should there be unauthorized use of the Website or the App as determined by Cerebral, or any breach by you of this Terms of Use, the license granted will be automatically terminated.

• User Materials License All names, photographs, information, communications and any other content that you submit to or publish on or through the Website or the App, or that you submit to or publish on an online social media account (e.g., Facebook, Twitter, Instagram) that you own and link or otherwise associate with the Website, the App or your User Account (defined below), including any medical information you provide via the Website or the App, if any and as applicable, is hereinafter defined as the "User Materials." With the exception of personal health information, you hereby grant Cerebral an irrevocable, non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, perpetual and universe-wide license for Cerebral to host, store, reproduce, transmit, distribute, sell, resell, license, sublicense, market, modify, adapt, create derivative works, communicate, publish, syndicate, publicly perform, publicly display, archive and otherwise use and exploit all or any part of such User Materials and any elements and derivatives thereof in any manner, medium or form, whether now known or hereinafter devised, as Cerebral sees fit in its sole discretion.

• Disclaimer of Warranties You expressly agree that use of the Website of App is at your sole risk. The Website and App are presented “As Is” and “As Available”. Cerebral expressly disclaims all warranties of any kind, expressed or implied, including, but not limited to, any warranties of merchantability.

• Termination or Suspension of Service Cerebral has the right to suspend or terminate the function or existence of all or any part of the Website, the App and/or your User Account at any time, and without notice or recourse, as deemed advisable. Cerebral shall not be liable to you or any third party(s) for any loss or damage that is caused by or arises from or in connection with any such suspensions or terminations.

Cerebral Medical Pages Certain pages within the Website and App contain healthcare-related information, herein collectively referred to as the "Cerebral Medical Pages." Cerebral Medical Pages are provided and operated by Cerebral, Inc as a service to Cerebral Medical Group, a Professional Corporation. All communications, statements, materials, and transactions published or conducted on, through or in relation to the Cerebral Medical Pages are those of Cerebral Medical Group and not Cerebral, Inc. Cerebral, Inc is not a party to or responsible for any such communications, statements, materials, transactions, products, or services; rather it is merely an intermediary.

User Account.

Registration To secure the right to access and use the membership pages of the Website or the App, you must create a personal user account with Cerebral through the Website or the App ("User Account"), as well as further acknowledge your acceptance of and agreement to this Terms of Use and those additional terms, conditions and policies referenced herein, as Cerebral may require from time-to-time. You may be required to satisfy certain conditions precedent imposed by Cerebral (including, for example, providing additional information to Cerebral, and entering into additional agreements with Cerebral, Inc or Cerebral Medical). You may only have one (1) User Account. A User Account is not transferable between individuals.

User Account Activity and Responsibility You are responsible for all activity that occurs under your User Account. You may not allow another individual or third party to access, use, or modify your User Account. You are responsible for maintaining the security of your User Account by way of keeping your login credentials secret to only yourself. You are also responsible for maintaining the completeness and accuracy of the contents of your User Account as this information is used by Cerebral Medical to render appropriate medical care. Please contact Support (support@getcerebral.com) if you suspect that another individual or third party has gained access to your User Account.

Membership Services

Member Access Pages To secure the right to access and use the membership pages of the Website or the App, and to maintain your User Account in good standing, you must be a member of Cerebral’s paid services. With the exception of any free trial periods, Cerebral will charge you a recurring membership fee in exchange for your right to access and use the membership pages of the Website or the App in accordance with this Terms of Use. Cerebral will charge the Subscription Fee to your credit card or debit card on file with Cerebral, as identified in your User Account; the payment transaction will be facilitated through an online payment processing application that is provided by a third-party vendor(s) and accessible through the Website and/or the App, and you will receive a receipt through your User Account.

Membership Fees The amount of each Membership Fee will be set by Cerebral in its sole discretion. By accepting the terms and conditions of this Terms of Use, you understand and acknowledge that Cerebral reserves the right, but not the obligation, to increase its Membership Fee rate amounts at any time and as Cerebral sees fit in its sole discretion. By accepting the terms and conditions of this Terms of Use, you understand and acknowledge that Cerebral reserves the right, but not the obligation, to increase its Membership Fee rate amounts at any time and as Cerebral sees fit in its sole discretion.

Discounts Cerebral may periodically offer discounts to its services in the form of free trial periods or discounted Membership Fees. Upon the expiration of any such discount, you further agree to the terms and conditions of this Terms of Use and pay the applicable Subscription Fees in order to continue to receive Cerebral’s paid services.

Automatic Renewals Your Membership will automatically renew on a monthly basis and the end of an existing subscription period. Cerebral will bill you for the subsequent membership period on a monthly basis. You are responsible for paying for this. Should you cancel your membership (see below) before the end of the current billing cycle, then access to the membership services will be removed, but you will continue to have access to the membership pages as they may contain personal health information.

Cancellations You may cancel your subscription at any time by contacting Support (support@getcerebral.com).

Payments.

Third-Party Payment Processing Vendor All credit card, debit card and other monetary transactions on or through the Website and the App – whether with Cerebral or Cerebral Medical – occur through online payment processing application that is provided by a third-party vendor(s). This information is accessible through the Website and the App. Such arrangements are contractual in nature and is not under the direct control of Cerebral or Cerebral Medical.

Payment Authorization and Obligations By providing Cerebral with your payment information, you hereby authorize, but under no obligation, Cerebral to do the following as Cerebral deems necessary: (a) share your payment information with Cerebral, Inc, Cerebral Medical, and any Cerebral subsidiaries (henceforth “The Company”); (b) share your payment information with the third-party payment processing vendor(s) (see above); and (c) obtain your updated payment information from your payment issuer, the third-party payment processing vendor(s), and/or applicable third-party providers. You agree that you are responsible for all amounts that accrue under your account(s) with The Company, the third-party payment processing vendor(s), and/or other third parties on or through the Website and the App. This includes, but is not limited to, your subscription fees, unpaid invoices, overdraft charges, penalty fees, as well as payment validation fees (which consists of a temporary hold of $0.01 when updating payment information in order to facilitate the transaction and verify the validity of your payment method).

Refusal of Products and Services on Fraud Cerebral has the right to refuse its products and services (including, without limitation, the Website, the Apps, and any products and services offered by Cerebral) on suspicion of fraudulent or illegal activity associated with your User Account. This includes, but is not limited to, stolen payment information or falsified medical information resulting in a prescription and subsequent medication by Cerebral Medical.

Waiver of Claims and Unauthorized Payments You agree to waive all claims against Cerebral related to any unauthorized payments made on or through your account(s) with Cerebral, Cerebral’s’ third-party payment processing vendor(s), Cerebral Medical or any other third parties and/or any other person or entity, regardless of whether such payments are authorized or unauthorized. However, you may submit a claim of the unauthorized payment to Cerebral so that Cerebral can conduct a reasonable investigation as it sees fit under the circumstances. If appropriate, Cerebral was assist in correcting the alleged unauthorized payment, provided that such claim ("Unauthorized Payment Claim") is received by Cerebral within thirty (30) days of the subject charge or payment.

Warranty of Payment Information. You warrant to Cerebral that any provided payment information to Cerebral is complete and accurate. You will promptly notify Cerebral if your payment information has changed (e.g. a change in address or expiration date), if your payment method has been cancelled, or if you become aware of a breach of security.

Refunds. All orders are final once shipped. When the package is dispensed by the pharmacy, the order cannot be returned or refunded. Federal law prohibits pharmacies from accepting returns or exchanges on prescriptions, to protect the integrity of the medication and the health of the patient. If you think you’ve received the wrong medication, have received an order in error, or have any other questions, please contact us at careteam@getcerebral.com.

Communications

• Express Consent You hereby expressly consent to Cerebral sending or otherwise communicating with you for any purpose (including, without limitation, for advertising, telemarketing, or other marketing or promotional purposes, or for sending or notifying you about special offers, updates, newsletters or other informational purposes) via any electronic means or forms as Cerebral deems appropriate in its sole discretion via the Website, or App and its contained Membership Pages, email, or telephone. By giving such consent, you agree that no such communication shall violate the Telephone Consumer Protection Act, the CAN-SPAM Act, or any other applicable laws, rules, or regulations. Voice, SMS, and data fees apply. However, granting of this consent is not a condition for receiving services from Cerebral.

• Communication Opt-Out. You may opt-out of receiving any of the above as described at any time by going through your User Account. Opting out may impact your receipt, the success, and/or the performance of Cerebral’s paid Membership Services.

Prohibited Activities You shall not engage in any of the following activities at any time with respect to the Website or the App: (a) the impersonation of any person or entity; (b) any act that infringes or otherwise violates the intellectual property, privacy or publicity rights of any person or entity (including, without limitation, the copyrights, trademarks, patents, and trade secrets held by Cerebral or its licensors with respect to the Website or the App; (c) the reproduction or publication of the Website, the App or any data or content found thereon or therein, in whole or in part, or the creation of any derivatives works of the foregoing (unless expressly authorized by Cerebral herein); (d) the use of any software, program, process, device, application or routine (e.g. robots, scrapers, spiders, viruses, spyware, and malware) to monitor, copy, disrupt, damage, injure, decrypt, interfere with the Website, the App, any servers which may host the Website or the App.

You represent, warrant and covenant to Cerebral that: You are a natural person and of eighteen (18) years of age or older, or otherwise the age of majority in your jurisdiction. You have read and understood this Terms of Use in its entirety. You have the full right and authority to enter into and abide by the terms and conditions of this Terms of Use. You understand and acknowledge that by accepting this Terms of Use you are giving up certain legal rights and remedies. You voluntarily accept and agree to, and will fully comply with, the terms and conditions of this Terms of Use. You will not violate any applicable international, federal, state or local laws which may concern the Website, the App, any servers which may host the Website or the App or any information, communications or content found on or through them.

Disclaimers

Your use of the Website and the App is done at your own risk. The Website, the App, the success or performance of the Website or the App and all information, communications, content, features, products and services offered, sold and/or licensed on or through the Website and/or the App are provided to you on an "as is," "where is," "as available," and "with all faults" basis.

All descriptions, images, references, features, content, specifications, products, and prices of any products or services offered by Cerebral (or possibly Cerebral Medical ) on or through the Website or the App are subject to change at any time and without notice to you. Any medical products are provided subject to all warnings, limitations, and restrictions published or provided by the manufacturer thereof.

You understand and acknowledge that the Website and/or the App may be subject to limitations, delays and other problems inherent in the use of third-party communication networks and facilities that are outside of Cerebral’s control, and thus Cerebral will not be responsible for any delays, failures, or damages associated with the Website and the App which result from any system delays, downtimes, interruptions or other failures of or problems with the Website and/or the App which are outside of Cerebral’s control.

Limitation of Liability. In no event shall Cerebral or any of Cerebral’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors or licensees be held liable to (or be obligated to indemnify) you or any third party for any direct, indirect, punitive or special damages (including, without limitation, legal costs, attorney fees, lost profits, replacement costs or repair costs) caused by or arising from or in connection with any of the afore mentioned statements in the Terms of Use or other policies associated with Cerebral, Cerebral Medical on getcerebral.com.

If Cerebral breaches or otherwise violates this Terms of Use, then you shall not be entitled to seek or obtain, and you do hereby waive, any type of injunctive relief against the Website and/or the App as a result of such breach or other violation. In no event shall you be entitled to recover any special, incidental, consequential, speculative or punitive damages arising out of or in relation to such breach or other violation, even if Cerebral has been notified of the possibility of such damages. The disclaimers and limitations set forth are not intended to limit liability or alter your rights as a consumer that cannot be limited or altered under applicable law.

Release You hereby release and hold harmless Cerebral and Cerebral’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, trustees, assigns, transferees, contractors, vendors and licensees from and against all claims that you have or may have against them for infringement, violation of the rights of privacy or publicity, defamation, disparagement, personal injury, property damage, negligence and/or any other legal theory arising from or in connection with the Website, the App, the products or services offered or provided on or through the Website and/or the App and/or the rights and privileges granted or conveyed by you under this Terms of Use (including, without limitation, those rights and privileges relating to the User Materials and/or any elements, derivatives or marketing of the foregoing).

Indemnification. You agree to indemnify, defend, and hold harmless Cerebral Medical, its officers, directors, employees, agents, subsidiaries, affiliates, licensors, and suppliers, harmless from and against any claim, actions, demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees ("Claims"), resulting from, or alleged to result from, your violation of these Terms of Use.

Notice Unless otherwise expressly stated in this Terms of Use, Cerebral may give or deliver all other notices to you by means of a general notice posted on this or a similar page of the Website or the App, as applicable, by email to the email address associated with your User Account or by posting to your User Account, and shall be deemed effective as of their stated effective dates.

Contact Us.

Please direct any questions you may have about the Website, the App or this Terms of Use to any one of the following:

- By mail: Cerebral, Inc., attn.: Support, 555 Mission Street San Francisco, CA 94105.

- By email: careteam@getcerebral.com

- The foregoing contact information may change from time-to-time by supplementation, amendment or modification of this Terms of Use.