Provider Terms of Service

Effective Date: February 4, 2021

Heartbeat Health operates a virtual cardiovascular telemedicine platform that connects and supports health care providers and their patients. Provider desires to use and enable the use of the platform and related services to provide online communications and consultations for the benefit of patients.

IMPORTANT – PLEASE READ THESE TERMS OF SERVICE (THE “ AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO ACCESS OR USE THE HEARTBEAT HEALTH PLATFORM, APPLICATION OR ANY RELATED SERVICES. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE ENTITY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (THE “PROVIDER”), AND HEARTBEAT HEALTH, INC. (“HEARTBEAT HEALTH”). THIS AGREEMENT GOVERNS THE ACQUISITION AND USE OF THE HEARTBEAT HEALTH PLATFORM, APPLICATION AND RELATED SERVICES. BY (1) CLICKING A BOX INDICATING ACCEPTANCE OR (2) USING THE PLATFORM, THE APPLICATION OR THE SERVICES, YOU ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT.

1. Definitions.

a. “ **Application” means Heartbeat Health’s mobile and web application(s) through which the Platform and Services will be made accessible for use under this Agreement.

b. “Business Associate Addendum” means the Business Associate Addendum attached as Exhibit A, which is incorporated and made part of this Agreement.

c. “Documentation” means the user manuals, help guides or online help functions made available within the Platform, the App and Services, as may be updated from time to time.

d. “Effective Date” means the date of acceptance of this Agreement.

e. “Intellectual Property Rights” means collectively all patent, trade secret, trademark, copyright (including any moral rights or statutory termination rights), and similar rights for the protection of inventions, works of authorship, recordings, mask works, and identification of source or sponsorship for goods or services in commerce.

f. _“Malicious Code”_ means viruses, worms, Trojan horses and other code, files, scripts, agents, or programs designed for a harmful or malicious purpose.

g. _“Patient”_ means a patient of Provider who is authorized by Heartbeat Health to use the Platform pursuant to the terms of the Heartbeat Health End User License Agreement.

h. “Patient Data” means any data or information ( i) submitted to the Platform by or on behalf of a Patient ( ii) submitted to the Platform by Provider for the benefit of the Patient. Patient Data shall include, but not be limited to, all medical records, online health profiles and any other health and nutrition information maintained on the Platform.

i. “Patient Protected Health Information” has the meaning assigned to that term in Section 9 (Confidentiality).

j. “Permitted Use” means the provision of ( i) cardiovascular services to Patients by Registered Clinicians and ( ii) related non-medical support services by Registered Administrators.

k. “Platform” means the online, Software-as-a-Service, cardiology-specific telemedicine platform made available by Heartbeat Health under this Agreement.

l. “Privacy Policy” means the Heartbeat Health privacy policy available or any successor sites, which is incorporated and made part of this Agreement.

m. “Provider” means the provider of cardiovascular services that has accepted the terms and conditions of this Agreement. A “Provider” may be either an individual or an entity (such as a group practice) represented by an individual with authority to bind such entity.

n. “Provider Information” means all data or information submitted by or on behalf of Provider to the Platform pursuant to this Agreement, but excluding Patient Data.

o. “Registered Administrators” means Provider’s administrators who are registered and authorized to use the Platform pursuant to the terms of this Agreement.

p. “Registered Clinicians” means the Registered Physicians and nurse practitioners, physician assistants, nurses and other medical providers in good standing affiliated with the Provider who are registered authorized to use the Platform pursuant to the terms of this Agreement.

q. “Registered Physicians” means a physician providing cardiovascular care in good standing affiliated with the Provider who are authorized to use the Platform pursuant to the terms of this Agreement.

r. “Registered Users” means, collectively, Registered Clinicians and Registered Administrators.

s. “Services” means, collectively, all services delivered or made available via the Platform, including any and all features and content that Heartbeat makes available through the Platform.

t. “Service Order Form” means Heartbeat Health’s digital service order form completed by Provider, which identifies the specific Services ordered, the Registered Users authorized by Provider and the fees agreed upon by the Parties for use of the Platform.

2. Services.

A. Provision of Platform. Subject to the terms of this Agreement, Heartbeat Health grants to Provider a limited, non-sublicensable, non-exclusive, non-transferable right to allow its Registered Users to access and use the Platform and the Application in accordance with the Documentation, solely for the Permitted Use.

B. Provider acknowledges and agrees that subscription(s) ordered hereunder are neither contingent on the delivery of any future functions or features nor ordered in reliance on any oral or written public comments made by Heartbeat Health regarding future functions or features.

C. None of the Platform or Application content should be considered medical advice or an endorsement, representation or warranty that any particular medication, procedure or treatment is safe, appropriate, or effective for Patients.

D. Restrictions. Provider shall not and shall not permit any third party to: (a) allow access and/or use of the Platform or Application by anyone other than Registered Users; (b) rent, lease, loan, or sell access to the Platform or Application to any third party; (c) interfere with, disrupt, alter, translate, or modify the Platform, Application or any part thereof.

E. Account Registration. Provider will provide Heartbeat Health with information it requests in connection with creating a Platform account.

F. Access to Non-Public Areas of the Platform. Heartbeat Health shall provide Provider with access to certain non-public areas of the Platform.

G. Maintenance of Provider Profile. Following the completion of the registration and verification process, Heartbeat Health shall post Provider’s profile on the Platform.

H. Fees. Provider shall pay all Platform subscription fees specified and agreed to by the Parties in US dollars and without any deduction for withholding or similar taxes.

I. Updated Fees. Fees may change over time, however, Heartbeat Health will give Provider thirty (30) days prior notice, generally via email.

J. Overdue Charges. If any undisputed charges are not received from Provider by the due date, then Heartbeat Health may accrue late interest at the rate of one percent (1%) of the outstanding balance per month.

K. Technical Services. Heartbeat Health will provide or facilitate technical support to Provider.

L. Other Services. Heartbeat Health may implement or remove Services, enhancements, functionality or features on the Platform or Application from time to time.

M. Provider Assessment Data. Provider acknowledges that Heartbeat Health collects information and data on Providers, Registered Clinicians, Registered Administrators and Patients.

N. Feedback. Provider agrees that Heartbeat Heath will own any Feedback provided by Provider.

O. Verifying Provider Credentials. When applicable, Heartbeat Health will verify the credentials of Registered Physicians.

3. Representations, Warranties and Covenants of the Parties.

A. Provider. Provider represents, warrants and covenants that at all times during the term of this Agreement: (i) Provider has the full power and authority to enter into this Agreement.

B. Heartbeat Health. Heartbeat Health warrants that it has validly entered into this Agreement and has the legal power to do so.

C. Exclusion from Warranties. The warranties in Paragraph B are void to the extent any failure to perform is the result of the Platform or Application not being used in accordance with the applicable Documentation or this Agreement.

D. Disclaimer of Warranties. Except as expressly provided in this Agreement, the Platform, Application and the Services are provided “AS IS” and “AS AVAILABLE”.

4. Insurance.

Provider shall maintain for itself and shall maintain or cause to be maintained with respect to the Registered Clinicians, professional liability insurance, including as necessary extended reporting period (i.e., “tail”) coverage.

5. Indemnification.

Provider agrees to indemnify, defend and hold harmless Heartbeat Health, its affiliates, and each of its and their respective directors, officers, managers, employees, shareholders, agents, representatives, licensors, successors and assigns from and against any and all losses, expenses, damages and costs.

6. Limitation of Liability.

TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL HEARTBEAT HEALTH BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES.

7. Suspension of Services.

Heartbeat Health shall have the right to suspend the Services, including without limitation, Provider’s access to the Platform and Application, if Heartbeat Health receives a Patient complaint.

8. Term; Termination.

The subscription term of this Agreement shall be for an initial period of one (1) year commencing on the Effective Date.

9. Confidential Information.

Heartbeat Health acknowledges that in connection with this Agreement it may have access to information of a proprietary nature belonging to Provider, including without limitation, Provider Information.

10. Relationship of the Parties.

The relationship between Heartbeat Health and Provider hereunder shall be that of independent contractors.

11. Miscellaneous.

A. Governing Law. This Agreement shall be governed by the laws of New York without regard to New York’s conflicts of law rules.

B. Assignability. Except as otherwise expressly agreed by the other party in writing, neither party may assign any rights or obligations under this Agreement.

C. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements.

D. Headings. Headings are used in this Agreement for reference only.

F. Severability. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective.

EXHIBIT A

BUSINESS ASSOCIATE ADDENDUM

This Business Associate Addendum (this “Addendum”) is made part of and incorporated into the Provider Terms of Service (“the Service Agreement”) by and between Provider (“Covered Entity”) and Heartbeat Health, Inc. (“Business Associate”).
I. DEFINITIONS.

a. “Protected Health Information” or “PHI” is any information that identifies an individual or might reasonably be used to identify an individual and relates to:

(i) the individual’s past, present or future physical or mental health; (ii) the provision of health care to the individual; or (iii) the past, present or future payment for health care.

II. OBLIGATIONS OF BUSINESS ASSOCIATE.

a. Use and Disclosure of PHI. Business Associate warrants that it shall use or disclose PHI only in connection with fulfilling its duties and obligations.

III. OBLIGATIONS OF COVERED ENTITY.

Covered Entity shall notify Business Associate of any limitation in any applicable notice of privacy practices.

IV. TERM AND TERMINATION.

This Addendum shall become effective on the Effective Date and shall terminate upon the termination or expiration of the Service Agreement.

V. MISCELLANEOUS.
Any notices pertaining to this Addendum shall be in writing.