Terms and Conditions

1Introduction and Binding Agreement

1.1Scope of Agreement

These Terms and Conditions ("Terms" or "Agreement") constitute a legally binding agreement between you ("you," "your," or "User") and Medstra Inc., doing business as Cuvo Health, a Delaware corporation located at 901 N Market Street, Suite 100, Wilmington, DE 19801 ("Cuvo," "we," "us," or "our"). This Agreement governs your access to and use of Cuvo's proprietary telehealth platform, associated software, applications, websites, and related services (collectively, the "Platform").

1.2Types of Users

These Terms apply to all users of the Platform, including:

• (a) "Clients": Business entities (e.g., medical practices, hospitals, wellness companies) that purchase a license to use our Platform to offer their own branded telehealth services.
• (b) "Providers": Licensed healthcare professionals and other personnel authorized by a Client to deliver services via the Platform.
• (c) "End-Users": Patients or individuals who access and use the Platform to receive telehealth services from a Provider.

1.3Acceptance

By accessing, registering for, or using the Platform in any manner, you hereby: (i) acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement; (ii) represent and warrant that you are of legal age to form a binding contract (at least 18 years old, or 16 with parental consent where applicable laws permit) and have the legal capacity to enter into this Agreement; and (iii) agree to be bound by our Privacy Policy, which is incorporated by reference into this Agreement. If you do not agree to these Terms, you are not authorized to access or use the Platform.

2The Cuvo Platform: A Technology Conduit for Telehealth

2.1Cuvo is Not a Healthcare Provider

YOU ACKNOWLEDGE AND AGREE THAT CUVO IS A TECHNOLOGY SERVICES PROVIDER. WE PROVIDE THE PLATFORM TO FACILITATE COMMUNICATION AND THE DELIVERY OF TELEHEALTH SERVICES BETWEEN INDEPENDENT PROVIDERS AND END-USERS. CUVO DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, DOES NOT PRACTICE MEDICINE OR ANY OTHER LICENSED PROFESSION, AND DOES NOT EMPLOY OR CONTROL THE PROVIDERS WHO USE THE PLATFORM.

2.2No Doctor-Patient Relationship with Cuvo

Your use of the Platform does not create a doctor-patient, therapist-patient, or any other professional-client relationship between you and Cuvo. Any such relationship is exclusively between the End-User and their Provider.

2.3Provider Independence and Responsibility

All Providers are independent third parties who are solely responsible for the quality, safety, and appropriateness of the clinical services they render to End-Users. Cuvo does not endorse, recommend, or assume any liability for any Provider, any medical advice provided, or any specific tests, products, procedures, or opinions mentioned on the Platform. Reliance on any information provided by Providers through the Platform is solely at your own risk.

2.4Not for Medical Emergencies

THE PLATFORM IS NOT INTENDED FOR MEDICAL EMERGENCIES. IF YOU ARE AN END-USER EXPERIENCING A MEDICAL EMERGENCY, YOU MUST IMMEDIATELY DIAL 911 OR CONTACT YOUR LOCAL EMERGENCY SERVICES. Do not rely on the Platform for urgent or emergency medical needs.

3User Accounts and Responsibilities

3.1Account Registration

To access most features of the Platform, you must register for an account. You agree to provide information that is accurate, current, and complete during the registration process and to update such information to keep it accurate, current, and complete.

3.2Account Security

You are solely responsible for safeguarding your account credentials (username and password) and for any activities or actions under your account, whether or not you have authorized them. You must notify Cuvo immediately of any known or suspected unauthorized use of your account or any other breach of security. Cuvo is not liable for any loss or damage arising from your failure to comply with this security obligation.

3.3User Eligibility and Responsibilities

• You represent that you are at least 16 years of age. The Platform is not intended for use by individuals under the age of 16.
• You agree to use the Platform in a lawful, ethical, and responsible manner and in strict compliance with all applicable federal, state, and local laws and regulations, including but not limited to HIPAA, HITECH, and telehealth-specific rules.
• For End-Users: You are responsible for providing accurate and complete health information to your Provider.
• For Providers: You are responsible for maintaining valid and unrestricted licenses to practice in all jurisdictions where you provide services and for adhering to all professional and ethical standards of care.

4Permitted and Prohibited Conduct

4.1Limited License

Subject to your compliance with these Terms, Cuvo grants you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Platform solely for its intended telehealth purposes.

4.2Prohibited Uses

You agree not to, and not to permit any third party to, engage in any of the following prohibited activities:

• (a) Intellectual Property Infringement: Copying, modifying, distributing, selling, leasing, or creating derivative works of the Platform, its software, or any content thereon, except as expressly permitted.
• (b) Security Violations: Attempting to probe, scan, or test the vulnerability of any Cuvo system or network, or breaching any security or authentication measures. This includes attempting to access data not intended for you or logging into an account you are not authorized to access.
• (c) System Interference: Using any device, software, or routine to interfere with the proper working of the Platform, including transmitting any virus, worm, Trojan horse, or other harmful or malicious code.
• (d) Unlawful or Fraudulent Activity: Using the Platform for any illegal purpose, in violation of any law or regulation, or for any fraudulent purpose, such as seeking to obtain controlled substances improperly.
• (e) Unauthorized Recording: Recording, screenshotting, or otherwise capturing any portion of a telehealth session without the express prior consent of all parties involved.
• (f) Harassment and Abuse: Engaging in any conduct that is abusive, harassing, threatening, defamatory, obscene, or otherwise objectionable.
• (g) Data Misuse: Misusing patient data or any personal information found on the Platform in violation of HIPAA or any other privacy law.

Cuvo reserves the right to investigate and prosecute violations of any of the above to the fullest extent of the law and may suspend or terminate your account for any such violation.

5Terms for Cuvo Clients (Providers & Business Entities)

This section applies specifically to our Clients and their authorized Providers.

5.1Professional Responsibility

As a Client, you are solely responsible for: (i) ensuring all your Providers are appropriately licensed, credentialed, and insured; (ii) the clinical and professional services provided to End-Users; (iii) compliance with all laws governing the practice of medicine and telehealth in the relevant jurisdictions, including state-specific payment parity laws; and (iv) the accuracy and legality of all billing practices, including compliance with Medicare and Medicaid telehealth policies.

5.2Data and HIPAA Compliance

You are the "Covered Entity" and "Data Controller" for all Protected Health Information (PHI) and other personal data related to your End-Users. Cuvo acts as your "Business Associate" and "Data Processor." You agree to enter into Cuvo's standard Business Associate Agreement (BAA) and Data Processing Addendum (DPA), which govern our respective obligations under HIPAA and other privacy laws.

5.3Dynamic Regulatory Environment

You acknowledge that the telehealth legal landscape is subject to frequent change, including shifts in federal and state flexibilities ("Telehealth Policy Cliff") and the potential passage of new legislation like the Telehealth Modernization Act of 2025. You are responsible for staying informed of and complying with all such regulatory changes.

6Intellectual Property Rights

6.1Cuvo's Intellectual Property

The Platform, including its underlying software, source code, object code, algorithms, user interface design, "look and feel," documentation, content, data, and all associated trademarks, logos, and service marks (collectively, "Cuvo IP"), are the exclusive property of Cuvo and its licensors. All rights in and to the Cuvo IP are reserved.

6.2User-Generated Content

If you submit, upload, or post any content to the Platform ("User Content"), you retain ownership of your User Content. However, you grant Cuvo a worldwide, non-exclusive, royalty-free, perpetual, and transferable license to use, reproduce, modify, distribute, and display such User Content to the extent necessary to provide and improve the Platform. This license does not apply to PHI.

6.3Feedback

We welcome feedback and suggestions for improvement. By submitting feedback, you grant Cuvo an unrestricted, perpetual, irrevocable, royalty-free, worldwide right to use, incorporate, and commercially exploit such feedback without any obligation or compensation to you.

7Fees, Billing, and Payment

7.1Fees

You agree to pay all applicable fees as described on the Platform for the services you select. This may include subscription fees for Clients or service fees and co-pays for End-Users. All fees are disclosed transparently prior to purchase or use.

7.2Payment Processing

We use a third-party payment processor (Stripe) to handle all financial transactions. By providing your payment information, you authorize us and our processor to charge the applicable fees. You represent and warrant that you have the legal right to use the payment method provided.

7.3Billing and Refunds

Billing cycles, subscription terms, and refund policies will be clearly specified at the time of purchase. All fees are non-refundable except as expressly stated in our refund policy or as required by applicable consumer protection law.

8Termination

8.1Termination by You

You may terminate this Agreement and close your account at any time by following the instructions on the Platform.

8.2Termination by Cuvo

Cuvo may, in its sole discretion, suspend or terminate your account and access to the Platform at any time, with or without cause. Grounds for termination include, but are not limited to: (i) a breach of these Terms; (ii) non-payment of fees; (iii) fraudulent, abusive, or illegal activity; or (iv) any action that poses a risk to Cuvo, our systems, or other Users.

8.3Effect of Termination

Upon termination, your right to use the Platform will immediately cease. Cuvo will have no liability to you for any termination. Provisions of these Terms that by their nature should survive termination shall survive, including, without limitation, intellectual property provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution.

9DISCLAIMER OF WARRANTIES

THE PLATFORM AND ALL SERVICES AND CONTENT PROVIDED THEREON ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUVO AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO:

• THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.
• ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
• ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY CONTENT OR INFORMATION FOUND ON THE PLATFORM.
• ANY WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

CUVO MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF TELEHEALTH SERVICES PROVIDED BY ANY PROVIDER OR THE SUITABILITY OF ANY PARTICULAR MODALITY, SUCH AS AUDIO-ONLY TELEHEALTH, FOR YOUR NEEDS.

10LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CUVO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY TELEHEALTH SERVICES PROVIDED THEREON.
• ANY DAMAGES OR LOSSES RESULTING FROM RELIANCE ON TELEHEALTH SERVICES, TECHNOLOGICAL FAILURES, CONNECTIVITY ISSUES, OR UNAUTHORIZED ACCESS TO OR USE OF OUR SYSTEMS OR ANY PERSONAL INFORMATION STORED THEREIN.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CUVO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO CUVO FOR USE OF THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).

THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF CUVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

11INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Cuvo, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Platform; (b) your violation of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property right or privacy right; or (d) any claim that your use of the Platform caused damage to a third party.

12GOVERNING LAW AND DISPUTE RESOLUTION

12.1Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

12.2Mandatory Arbitration of Disputes

You and Cuvo agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a court of law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules (or Commercial Arbitration Rules, if applicable). The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

12.3CLASS ACTION AND JURY TRIAL WAIVER

YOU AND CUVO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND CUVO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. YOU ALSO WAIVE YOUR RIGHT TO A JURY TRIAL.

12.4Exceptions

Notwithstanding the foregoing, either party may bring a lawsuit in a court of law solely for injunctive relief to stop unauthorized use or abuse of the Platform or for claims of intellectual property infringement.

13General Provisions

13.1Modifications to Terms

Cuvo reserves the right, in its sole discretion, to modify these Terms at any time. If we modify the Terms, we will post the modification on the Platform or provide you with other notice. By continuing to use the Platform after we have posted a modification, you are indicating that you agree to be bound by the modified Terms.

13.2Entire Agreement

This Agreement, together with the Privacy Policy and any other legal notices or agreements published by Cuvo on the Platform (such as a BAA or DPA), constitutes the entire and exclusive understanding and agreement between you and Cuvo regarding the Platform.

13.3Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

13.4Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without Cuvo's prior written consent. Any attempt to do so will be null and void. Cuvo may freely assign or transfer this Agreement without restriction.

13.5Notices

Any notices or other communications provided by Cuvo under this Agreement will be given: (i) via email; or (ii) by posting to the Platform.

14Contact Information

If you have any questions about these Terms, please contact us at: