Terms of Service for Users/Patients

Please read these Terms of Service carefully (“Terms”). These Terms provided by Kana Health Inc. (“KanaHealth,” “we,” “our,” and “us”) govern and apply to your access and use of any of KanaHealth’s services that are available via our mobile application and/or website www.kanahealth.ai (as and when applicable) (collectively, the “Platform”). References in this Agreement to “you” or “your” refer to both you and any person on whose behalf you act, if any. By accessing or using our Platform, you agree to be bound to all of the terms and conditions described in these Terms along with our Terms of Use. If you do not agree to all of these terms and conditions, you may not access or use any portion of the Platform in any manner, for any purpose. Use of the Platform is not authorized in any jurisdiction that does not give effect to all provisions of these Terms.

You are accessing our Services as a user/potential patient to the mental health Professionals who are registered to provide their services through the Platform.

THE SERVICES PROVIDED THROUGH THE PLATFORM ARE FOR NON-EMERGENCY PURPOSES ONLY. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE PLATFORM. IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, OR IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM. THE PLATFORM IS NOT INTENDED TO SUPPORT OR CARRY EMERGENCY OR TIME-CRITICAL CALLS OR COMMUNICATIONS TO ANY TYPE OF HOSPITAL, LAW ENFORCEMENT AGENCY, MEDICAL CARE UNIT, OR ANY OTHER KIND OF EMERGENCY OR TIME-CRITICAL SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM SERVICES ARE NOT INTENDED TO (AND DO NOT) CREATE ANY PATIENT RELATIONSHIP BETWEEN KANAHEALTH AND YOU. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF SOMETHING YOU HAVE READ ON OR VIA THE PLATFORM.

We reserve the right, at our discretion, to modify, replace, update or change any of these Terms or change, suspend, or discontinue any services on the Platform (including the availability of any feature, database, or content) at any time and for any reason. KanaHealth shall not be liable to you for any such modification, replacement, suspension or discontinuation of your rights to access and use the Platform. However, if we make any material changes to these Terms, we will update the “Last Updated” date set forth at the beginning of these Terms, and we will notify you by e-mail, post a notice on our home page, or alert you to such changes by other similar means. We may also impose limits on certain features of the Platform or restrict your access to all or part of the Services without notice or liability. It is your responsibility to check these Terms periodically for changes. By continuing to use the Services, you agree to accept all such revisions, and any updates or revisions to these Terms.

The Platform shall collect private and personally identifiable data, which shall be used in terms of the Privacy Policy promulgated and available on the Platform. Use of your information by the Professionals is as per the Privacy Notice of the Professionals. As Users registered on this Platform, you agree to the Terms of the Privacy Policy and understand that the information provided by you shall be utilized for the purposes of advising you.

Consent For Telehealth: As a User, you understand that the Platform shall be used for the purposes of providing you telehealth consultation by the Professional. In signing up as a account holder and a User of the Platform you consent to the Telehealth Consent. If you have not explicitly consented or read the Consent, please read the Telehealth Consent HERE.

Informed Consent for Psychotherapy: You understand that the Telehealth consultation and the use of the Platform shall be for psychotherapy with the Professional. The therapeutic relationship with the Professional is unique in that it is a highly personal and at the same time, a contractual agreement. Given this, it is important for You and the Professional to reach a clear understanding about how your relationship will work, and what each of you can expect. In that regard, you would be required to sign the consent for Psychotherapy. If not already agreed, please review & agree here HERE. The consent provides a clear framework for your work with the Professional. The outcome of your treatment depends largely on your willingness to engage in the process. The Platform simply facilitates the process, and has no role to play in terms of the direction and the process of Psychotherapy and disclaims all liabilities.

Terms and Conditions for Onboarding the User/Patient:

1. Registration of the Account:

a. You must register and create an account (an “Account”) to use the Services. When creating an Account, you represent and warrant that: (a) you are at least 18 years old, otherwise, you are a guardian to a minor, in that regards, you will be required to ensure that consent to provide telehealth and psychotherapy have been properly consented to at the time of creating the account; (b) in either case, you have the legal capacity to enter into a binding contract; and (c) all information you provide to us is truthful and accurate. You agree that you will create only one Account (either as a professional or otherwise). You are responsible for maintaining the confidentiality of your Account password, and you agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account. KanaHealth may, in its sole discretion, reject your Account registration, delete your Account, change our eligibility criteria, or otherwise refuse to offer the Services to you or any other person or entity at any time, for any reason. In the event you are not

b. When creating an Account, you will be required to select a screen name and password with which you will use to login and access your Account. You shall not select or use a User ID any name or other words: (a) with the intent to impersonate another person; (b) subject to any rights of any third party without appropriate authorization; or (c) that is otherwise offensive, vulgar or obscene. KanaHealth reserves the right to refuse registration of, or cancel, a User ID in its sole discretion. Unless permitted as a guardian, or otherwise, You shall never use another user’s Account without express permission. You will immediately notify KanaHealth in writing of any unauthorized use of your Account, or other Account related security breach of which you become aware. In addition to the terms stated herein, Your Account shall also be bound by the terms of subscription specific to the type of account that has been created by You.

c. As a condition of using the Platform, you will be required to provide KanaHealth with your email address and phone number as part of Account registration. As part of using the Platform, you will receive from us email and other communications (e.g., SMS messages and voice calls) relating to your use of the Platform. By disclosing your contact information or otherwise sending electronic communications through the Platform, you acknowledge and agree that we may send you communications through registered mail, email and other electronic communications, SMS messages, voice calls or otherwise, in each case that we determine, in our sole discretion, are related to your use of the Platform. As part of using the Platform, you agree to receive all agreements, notices, disclosures and other communications that we provide to you in electronic form, and acknowledge that receipt of such documents in electronic form satisfies any legal requirement that such communications be in writing.

PLEASE NOTE THAT WHEN YOU CONTACT US BY EMAIL OR TEXT, SUCH COMMUNICATION MAY NOT BE SECURE OR CONFIDENTIAL. BY SENDING ANY CONFIDENTIAL OR PERSONAL INFORMATION TO US VIA EMAIL OR TEXT, OR AGREEING TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US THROUGH EMAIL OR TEXT, YOU ACKNOWLEDGE AND ACCEPT ANY RISK OR DAMAGE ARISING FROM THE DISCLOSURE OF SUCH INFORMATION.

d. Notwithstanding anything contained herein, providing accurate health/medical history shall always be the responsibility of the User/Patient registering on the Platform and in the event of any wrong/untrue information is input by the User/Patient then the same shall be the sole responsibility and the liability of the User/Patient and the Platform shall not be responsible for the diagnoses and the treatment thereafter which may be based on incorrect medical/health history.

2. Appointments and Consultations:

a. All appointments shall be accepted by the Professional through the Platform, wherein the appointment schedules and slots shall be made available. All appointment slots shall be of 50 (fifty) minutes each. However, in the event longer sessions are required, then the same shall be discussed and booked via the Platform as per your discussion with the Professional.

b. The payment for the appointments shall be pre-paid by the User/Patient seeking such appointment and the payment shall be made on the Platform.

c. All Users/Patients are required to log in for their consultation at the time of the appointment. Delay in the same shall be the responsibility and liability of the User/Patient. You will lose the time from your session if there is a delay from your end. A delay beyond 10 mins will entail cancellation of the session with the entire payment of the session.

d. Cancellation and Rescheduling: It is important that cancellation and/or rescheduling happens in a timely manner. Please remember to cancel or reschedule 24 hours in advance. You will be responsible for the entire fee if cancellation is less than 24 hours. Cancellations and re-scheduled session will be subject to a full charge if NOT RECEIVED ATLEAST 24 HOURS IN ADVANCE. This is necessary because a time commitment is made to you and is held exclusively for you.

e. All consultations on the Platform shall also be guided by the Practice Policies that are applicable to you, and which you have consented to at the time of signing up as a User/patient on the Platform. If you have not consented to the Practice Policies already, please consent for the same HERE.

f. The Patient/User understands and agrees that no consultations shall be anonymous. Any User/Patient, if found to have fake credentials, and/or if a User/Patient uses the Platform for any illegal, unauthorized purposes then the Professional shall have the right to report the same, and the Platform shall have the right to ban such User/Patient from accessing the Platform, and shall also have the right to report such User/Patient to the competent authorities, without any other/further liability to the User/Patient.

g. The User/Patient understands and agrees that all consultations (either audio/video) shall be recorded and the records handled as per the privacy policy of the Platform and the applicable laws.

3. Fee, Payment Terms:

a. The User/ Patient shall pay the Consultation Fee upfront at the time of fixing the appointment with the Professional. You will be charged as indicated by the Platform. By providing your credit card, bank account, or other payment method information to KanaHealth, you authorize KanaHealth to charge or debit that payment method for fees owed to KanaHealth for services purchased, pursuant to the terms associated with the use of the Platform. By providing your bank account information and signing up for direct debits from KanaHealth, you authorize KanaHealth to use ACH to debit the bank account specified for any amount owed for charges arising from your use of the Platform, pursuant to these Terms, until this authorization is revoked. Any credit card, bank account information, and related billing and payment information that you provide to KanaHealth may be shared by KanaHealth with companies who work on KanaHealth’s behalf, such as payment processors and/or credit agencies, for the purposes of verifying your account, checking credit, effecting payment to KanaHealth, and servicing your Account. KanaHealth may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. KanaHealth may obtain updated payment information for credit and debit cards through payment card networks, card issuers or other third-party sources. KanaHealth may use the updated card and bank account information to charge amounts you owe. KanaHealth shall not be liable for any use or disclosure of such information by such third parties.

b. Cancellation and Refunds: Any refunds to the user/patient shall be at the discretion of the Platform. In the event:

· a Patient/User cancels an appointment, then the following shall apply:

o If the cancellation is done within 24 (twenty-fours) of booking the appointment: 100% of the consultation fee shall be refunded to the Patient/User.

o If the cancellation is done any time in the 24 (twenty-four) hours prior to the date and time of the appointment: No refunds are applicable.

o If the Professional cancels the appointment: then the entire fee shall be refunded to the Patient/User.

· Rescheduling of the Appointment: No refunds shall be given to the Patient/User in the event of rescheduling of the appointment either by the Patient/User or Professional.

· No-show: If at the allotted time, the Patient/User is a no show, then, no refunds will be processed.

4. Representations, Warranties and Covenants of the Patient/User: The Patient/User represents, warrants and covenants that:

e. The information provided by the Patient/User is true and untainted;

f. All medical reports and other documents as required by Professional are provided without any demur by the Patient/User;

g. The Patient/User shall follow all the applicable laws, rules, regulations and shall not do anything in contravention of the same.

5. Term and Termination: The Patient/User shall only be listed on the Platform after verification has been undertaken. Unless modified, these terms and conditions continue to remain valid, subsisting and binding on the Patient/User till the Patient/User continues to use the Platform. The Patient/User may choose to unsubscribe/unregister from the Platform at his/her own discretion, however, the same shall not make the Patient/User eligible for any refunds. Platform may immediately, without notice, terminate the Account and/or stop providing access to the Platform if (i) the Patient/User has materially breached your obligations under these Terms, the payments terms, our Policies, (ii) Patient/User has violated applicable laws, regulations or third party rights, or (iii) Platform believes in good faith that such action is reasonably necessary to protect the personal safety or property of Platform other Users and the Professional.

6. The Platform reserves the right to modify these Terms at any time in accordance with the provision and any change in law. If we make changes to these Terms, we will post the revised Terms on the Platform and update the “Last Updated” date at the top of these Terms. You understand and agree that your continued access to or use of the Platform will constitute acceptance of the revised Terms.

7. Patient/User is responsible for maintaining the confidentiality and security of their User Account credentials and may not disclose their credentials to any third party. Patient/User are liable for any and all activities conducted through their User Account.

8. Patient/User acknowledge and agree that the Platform and the content available on the Platform (“Platform Content”), including all associated intellectual property rights, are the exclusive property of KanaHealth and/or its licensors or authorizing third-parties. Patient/User will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.

9. Patient/User is solely responsible for compliance with any and all laws, rules, regulations, and other obligations that may apply to the Patient/User for use of the Platform.

10. The Patient/User shall indemnify and hold harmless the Platform and KanaHealth in connection with non-compliance and breach of laws and of the representation and warranties stated herein. Patients’/User’s agree to release, defend (at Platform’s option), indemnify, and hold Platform and its affiliates and subsidiaries, including but not limited to, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with the use of the Platform by the Patient/User.

11. The Platform is provided “as is”, without warranty of any kind, either express or implied.

12. Patient/Users assume full responsibility for the choices you make before, during and after your use of the Platform.

13. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL KANAHEALTH, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (INCLUDING ANY CONTENT) PROVIDED HEREUNDER, INCLUDING ANY LIABILITY: (a) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; OR (b) FOR ANY DAMAGES IN EXCESS OF TEN U.S. DOLLARS ($10.00). ANY CLAIMS AGAINST KANAHEALTH ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES MUST BE BROUGHT AGAINST KANAHEALTH WITHIN ONE (1) YEAR OF THE DATE OF THE APPLICABLE EVENT GIVING RISE TO SUCH ACTION, OR BE FOREVER BARRED.

NOTWITHSTANDING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL KANAHEALTH OR ITS AFFILIATES HAVE ANY LIABILITY WHATSOEVER FOR ANY : (x) HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY LICENSED MEDICAL PROFESSIONAL OR OTHER THIRD PARTY; OR (Y) DELAY, UNINTENDED DISCLOSURE, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE SERVICES.

14. The Platform disclaims all liability pertaining to the medical advice and therapy that is given by the Professional. All Patients/Users understand and agree that they are taking telehealth consultation at their sole risk and cost. The Platform facilitates Patient/User and Professional’s interaction and consult. The Professional is chosen by the Patient/User only. All medical advice is given by the Professional in their opinion and the Platform does not have any influence in the matter. The Professional is not an employee or in any way connected to the Platform.

15. The foregoing disclaimers apply to the maximum extent permitted by law.

16. Usage, Use of Artificial Intelligence technologies (AI) & LLM’s: We use Artificial Intelligence (AI) technologies, including Large Language Models (LLMs), as part of our services to provide enhanced capabilities, such as advanced data analysis and decision support.

a. Large Language Models (LLMs) are an important integration that allow us significant advantages in provision of our Services such as enhanced data analysis and decision support. We use AI & LLM’s in the Service to help with:

· Enhanced Data Analysis and Retrieval: LLMs, powered by advanced natural language processing, excel in comprehending and extracting valuable insights from Electronic Health Records (EHRs). This translates to faster and more accurate access to critical user/patient information, enabling healthcare professionals to make well-informed decisions promptly.

· Improved Documentation Accuracy: Through the integration of specialized medical transcription datasets, LLMs significantly elevate the accuracy of medical documentation. This ensures that user/patient records are not only created efficiently but also with a level of precision that reduces the likelihood of errors. This is critical for maintaining the integrity of user/patient histories and treatment plans.

· Predictive Healthcare and Disease Management: LLMs have demonstrated their potential in reimagining disease management their ability to sift through extensive datasets and provide insights that can inform strategies for predicting, preventing, and managing diseases.

· Time Efficiency and Workflow Streamlining: By automating tasks related to data analysis and documentation, LLMs free up valuable time for healthcare professionals, like you, allowing you more time on direct user/patient care, ultimately leading to improved user/patient outcomes and a more efficient healthcare system.

b. LLM learn the statistical relationships present in training datasets, which may include toxic language and historical biases along race, gender, sexual orientation, ability, language, cultural, and intersectional dimensions. We recommend that while using our Services the Customer take model toxicity and bias into account and you acknowledge and agree:

· Outputs may not always be accurate and may contain material inaccuracies even if they appear accurate because of their level of detail or specificity.

· You should not rely on any outputs without independently confirming their accuracy.

· The Services and any Outputs may not reflect correct, current, or complete information.

c. We may use your materials to provide, maintain, and improve the Services and to develop other products and services. We will not train our models on any materials that are not publicly available.

d. Human-in-the-loop: when using our services through the Platform to provide advice, recommendations, or subjective decisions that directly impact individuals in high-risk domains, a qualified professional in that field must review the content or decision prior to dissemination or finalization. This requirement applies specifically to content or decisions that are provided to consumers or the general public, or decisions made about an individual. Your business is responsible for the accuracy and appropriateness of that information. For other types of content generation or interactions with users that do not involve direct advice, recommendations, or subjective decisions, human review is strongly encouraged but not mandatory.

e. Any data sent to LLMs is handled by models hosted within Our Azure infrastructure. No data is sent to external LLM providers such as ChatGPT.

17. International Use. Accessing the Platform is prohibited from territories where such Services are illegal. If you access the Platform from other countries, you do so at your own initiative and are responsible for compliance with all Applicable Laws.

18. Governing Law, Dispute Resolution. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. These Terms shall be governed by, construed, and interpreted in accordance with the laws of the State of Delaware without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by binding arbitration in Delaware, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees, and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Delaware, USA. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT.

19. The following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of Platform’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

20. Except as they may be supplemented by terms of use, privacy policy, guidelines or standards or consenrs these Terms constitute the entire agreement between Platform and Patient/User pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Platform and you in relation to the access to and use of the Platform.

21. No joint venture, partnership, employment, or agency relationship exists between Patient/User and Platform as a result Patient/User use of the Platform.

22. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

23. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

24. KanaHealth’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

25. Survival: The termination of herein of these Terms shall in no event terminate or prejudice: (i) any right or obligation arising out of or accruing under these Terms and Conditions attributable to events or circumstances occurring prior to such termination; (ii) any provision which by its nature is intended to survive termination.

26. Telehealth for California Residents: Services by electronic means, including but not limited to telephone communication, the Internet, facsimile machines, and e-mail is considered telemedicine by the State of California. Thus, the services provided through the Platform are considered as Telemedicine under the California Telemedicine Act of 1996. In that regard, use of the Platform for your consult with the Professional, you understand:

a. You retain the option to withhold or withdraw consent at any time without affecting the right to future care or treatment or risking the loss or withdrawal of any program benefits to which you would otherwise be entitled.

b. All existing confidentiality protections are equally applicable.

c. Your access to all medical information transmitted during a telemedicine consultation is guaranteed, and copies of this information are available for a reasonable fee.

d. Dissemination of any of your identifiable images or information from the telemedicine interaction to researchers or other entities shall not occur without your consent.

e. There are potential risks, consequences, and benefits of telemedicine. Potential benefits include, but are not limited to improved communication capabilities, providing convenient access to up-to-date information, consultations, support, reduced costs, improved quality, change in the conditions of practice, improved access to therapy, better continuity of care, and reduction of lost work time and travel costs. Effective therapy is often facilitated when the therapist gathers within a session or a series of sessions, a multitude of observations, information, and experiences about the client. Professionals may make clinical assessments, diagnosis, and interventions based not only on direct verbal or auditory communications, written reports, and third person consultations, but also from direct visual and olfactory observations, information, and experiences. When using information technology in therapy services, potential risks include, but are not limited to the Professional's inability to make visual and olfactory observations of clinically or therapeutically potentially relevant issues such as: your physical condition including deformities, apparent height and weight, body type, attractiveness relative to social and cultural norms or standards, gait and motor coordination, posture, work speed, any noteworthy mannerism or gestures, physical or medical conditions including bruises or injuries, basic grooming and hygiene including appropriateness of dress, eye contact (including any changes in the previously listed issues), sex, chronological and apparent age, ethnicity, facial and body language, and congruence of language and facial or bodily expression. Potential consequences thus include the Professional not being aware of what he or she would consider important information, that you may not recognize as significant to present verbally the therapist.

f. Minors: If you are a minor, your parents may be legally entitled to some information about your therapy. The Professional will discuss with you and your parents what information is appropriate for them to receive and which issues are more appropriately kept confidential.

By Registering on the Platform, the Patient/User accepts the terms and conditions stated herein, which may be updated and amended from time to time and the same shall be notified to the Patient/User.

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