Our Terms and Conditions

DO NOT USE THIS SITE IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY. In an emergent situation, please call 911, contact your doctor, go to the nearest emergency room, or contact your local crisis center.

Among other activities, the Services enable coordination and communication with a health care provider. The Services do not replace your relationship with any physician.

These Terms limit the remedies available to you in the event of certain disputes and contain a mandatory arbitration provision that requires the use of arbitration on an individual basis, and not by a lawsuit. This means that (i) you are giving up, and you waive, the right to have any such dispute decided in a court of law before a jury or a judge (except as set forth expressly in Section 15), and (ii) that you are giving up, and you waive, the ability to pursue any such dispute in a class, consolidated, or representative action or proceeding. Please see sections 12, 13, 14, and 15 for more information.

Introduction

Prenuvo, Inc. (“Prenuvo”, “we”, “our” or “us”) owns and operates the Prenuvo website available at www.prenuvo.com (the “Site”), the Prenuvo mobile application (“App”), and provides the services described in more detail below (together with the Site and App, the “Services”). These Terms of Use (“Terms”) govern your use of the Services and certain other services described in these Terms that are made available through the Services.

PLEASE READ THESE TERMS CAREFULLY BECAUSE THEY SET FORTH THE IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.

YOU UNDERSTAND THAT BY CLICKING “I ACCEPT”, “I AGREE”, OR SIMILAR, OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS, YOU MAY NOT USE THE SERVICES. THE TERMS ARE SUBJECT TO CHANGE AS PROVIDED IN SECTION 17.

1. Important Notices and Disclaimers.

Your Relationship with Prenuvo. PRENUVO IS NOT A HEALTHCARE PROVIDER. Prenuvo provides business and administrative support services to Prenuvo’s affiliated professional entities, including Prenuvo of Golden State, P.C., Prenuvo of Minnesota LLC, Prenuvo Radiology PC, Hercules Study PC, Independent Radiology of New York P.C., and Lisa Prevention LLC (collectively, “Affiliated Practices”) and the licensed providers who provide may provide healthcare services to you through the Affiliated Practices. The Affiliated Practices and their affiliated providers do not provide primary care services. Always directly contact your regular healthcare provider with any questions regarding your personal health or medical conditions. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and the healthcare provider. You understand that by coordinating and consulting with the Affiliated Practices or their healthcare providers through the Services, you are not entering into a provider-patient relationship with Prenuvo.

Except for communications related to your specific health and wellness that you receive from the Affiliated Practices or their healthcare providers, THE INFORMATION AND OTHER CONTENT AVAILABLE ON OR THROUGH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. YOU SHOULD ALWAYS CONSULT WITH YOUR PROVIDER OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL REGARDING QUESTIONS YOU HAVE ABOUT ANY MEDICAL CONDITION BEFORE MAKING HEALTH CARE DECISIONS.

THE SERVICES ARE NOT INTENDED FOR USE IN A MEDICAL EMERGENCY. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR LOCAL EMERGENCY CONTACT NUMBER (E.G., 9-1-1) IMMEDIATELY. NEVER DELAY IN SEEKING PROFESSIONAL MEDICAL ADVICE OR DISREGARD SUCH ADVICE BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE OR APP.

No Insurance Accepted; Notice of Your Financial Responsibility. The Affiliated Practices do not accept commercial health insurance plans, are not in-network with any commercial health insurance plans, and are not enrolled with federal or state healthcare programs, such as Medicare and Medicaid. By choosing to use the Services, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state healthcare program. Thus, you are solely responsible for the costs of any services or products provided to you. If you are a federal health program beneficiary, you agree that neither you, Prenuvo, or the Affiliated Practices will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Services. Please also see Section 5 below for additional terms applicable to your payment obligations.

2. Our Services

The Services allow users to (a) coordinate magnetic resonance imaging scans or other imaging, scans, or medical tests for screening and other assessments (“Imaging Services”) at one of our Affiliated Practice locations or third-party imaging locations (“Imaging Locations”), and (b) receive other products or services. For example, the Services may include administrative support in connection with scheduling, communications, and payment for healthcare services you receive from an Affiliated Practice or an Imaging Location (either in-person or virtually)

By using our Services, you assume full responsibility for your use of the Services and agree that we are not responsible or liable for any claim, loss, or damage arising from use of the Services.

3. Privacy

Please read our Privacy Policy, available at http://www.prenuvo.com/privacy, for information on our data collection, use and sharing policies and practices in connection with the Services.

4. Account Registration and Security

Before you are able to use the Services, you may be required to register for a user account. You agree to provide complete, accurate information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date. When you create your account, you will be asked to create a username and password, which you will be solely responsible for safeguarding. You agree not to disclose your username or password to any third party, and you agree to notify us immediately at legal@prenuvo.com if you suspect or become aware of any unauthorized use of your account. You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your account, whether or not you have authorized such activities or actions. We will not be liable for any loss or damage arising from your failure to comply with these requirements. We reserve the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

5. Payment

You agree to pay all fees due for services requested at the fees and pursuant to all payment terms presented to you when engaging in transactions. If you dispute any charges, you must notify Prenuvo in writing within sixty (60) days after the date that Prenuvo charges you. Prenuvo, in its sole discretion, may offer credits or refunds on a case-by-case basis, for example in the event of an error in the amount you were charged.

By providing a credit card or other payment method accepted by us (“Payment Method”), you are expressly agreeing that we are (or our service provider is) authorized to charge the Payment Method for the total amount due, together with any applicable taxes (collectively, as applicable, a “Purchase”). Credit and other payment card transactions are processed by a third-party payment processor, and you agree to comply with the payment terms of such third-party payment processor. Our current third-party payment processor is Stripe. You can review Stripe’s privacy policy at https://stripe.com/privacy.

You understand and agree that you are responsible for all fees due to receive healthcare services, including any fees we collect on behalf of the Affiliated Practices or Imaging Locations that provide services to you in connection with the Services. Any healthcare services not provided by us, an Affiliated Practice, or an Imaging Location may not be included in the payments collected by Prenuvo and you may be separately charged by the applicable health care organization(s) and/or provider(s) for such services.

If the Payment Method cannot be verified, is invalid or is otherwise not acceptable, your Purchase may be suspended or cancelled. You must resolve any payment method problems before we proceed with your Purchase. If a payment is not successfully settled and you do not edit your Payment Method information or cancel your Purchase or account, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated.

Third-Party Financing. If you are approved for third-party financing for certain services provided by Affiliated Practices or Imaging Locations, payment processing services for any fees owed by you will be provided by such third-party financing companies, which may include Paybright Inc, Affirm and their affiliates (“Finance Providers”). You will render payment via the applicable Financing Providers and in accordance with the terms and conditions of such Finance Provider’s terms and conditions, which are currently the the Paybright Terms and Conditions located at https://paybright.com/en/terms-conditions and Affirm Terms and Conditions located at https://www.affirm.com/terms. Please contact the applicable Payment Processor for more information. Any fees owed by you in connection with the Services will be processed by the Finance Providers. By agreeing to these Terms of Service or continuing to access or use the Service, you agree to be bound by the Payment Processor Terms as modified by such Payment Processor from time to time.

6. Prohibited uses

You may use the Services only for lawful purposes and in accordance with these Terms.

You agree not to use the Services:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that is offensive, harmful, infringing, obscene, defamatory, abusive, deceptive, untrue, misrepresentative or illegal.
To transmit, or procure the sending of, any advertising or promotional material.
To impersonate or attempt to impersonate Prenuvo, a Prenuvo employee, another user or any other person or entity.
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Prenuvo or users of the Site or expose them to liability.

Additionally, you agree not to:

Use the Services in any manner that could disable, overburden, damage or impair the Services or interfere with any other party’s use of the Services.
Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the Content or other material on the Services.
Use any manual process to monitor or copy any of the Content or material on the Services, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Services.
Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services.
Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Services.

7. Ownership and License to Use the Services

Ownership. As between Prenuvo and you, Prenuvo is the sole and exclusive owner of all right, title and interest in and to the Services and their content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel) (the “Services Content”), and any associated copyrights, patents, or other protected or unprotected intellectual property rights. You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Services or Services Content except as permitted by these Terms or otherwise by Prenuvo expressly in writing. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Services or Services Content shall be owned solely and exclusively by Prenuvo or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Services or Services Content.

Certain names, logos, and other materials displayed in and through the Services may constitute trademarks, trade names, service marks or logos (“Marks”) of Prenuvo or its affiliates, including the Affiliated Practices. You are not authorized to use any such Marks without the express written permission of Prenuvo. Ownership of all such Marks and the goodwill associated therewith remains with us or our affiliates.

Your License. Subject to your compliance with these Terms, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Services and Services Content solely for your personal and non-commercial use and only as permitted under these Terms. No other right, title, or interest in or to the Services or Services Content is transferred to you, and all rights not expressly granted are reserved by Prenuvo or its licensors.

8. User Content and Feedback.

You represent, warrant, and agree that any data or information you submit on or through the Services, whether by direct entry, submission, email or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions/feedback (collectively, “User Content”) does not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal, intellectual property rights or other proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material. You acknowledge, represent, and agree that User Content is submitted voluntarily and is not confidential or proprietary and that User Content does not establish a relationship between you and us.

You hereby grant Prenuvo, our service providers, our successors and assigns, and the Affiliated Practices the fully transferable and sublicensable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties, including, as applicable and unless prohibited by law, to provide Services to you, market Services to you, conduct research or analyses of such data, operate our business, and design, develop, implement, modify and/or improve current or future features, products, and services. You represent and warrant that you have all the rights necessary to grant the rights in this Section 8 and that our use of User Content does not violate any law. You understand that any User Content you publish in public forums will be viewable and copyable by other users of the forum and potentially the public at large.

9. Consent to electronic communications

By providing us with your email address or telephone number, you consent to receive electronic communications from Prenuvo and the Affiliated Practices and Imaging Locations through the Services or otherwise (e.g., via email, text message, or by posting notices to the Services). These communications may include information from the Affiliated Practices or Imaging Locations, payment authorizations, password changes, and other transactional or administrative information. You agree that any notices, agreements, disclosures or other communications sent through the Services electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

10. Linked Services; Third Party Materials

The Services may provide access to websites, information, products, services and other materials made available by third parties (“Third Party Materials”). We are not responsible for any Third Party Materials (including their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety, or any intellectual property rights contained in them). We do not have any obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) available through the Services at any time. The availability of any Third Party Materials through the Services is not an endorsement of them by Prenuvo, and it does not imply any affiliation with any provider of Third Party Materials. Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to the Third Party Materials (like their terms of service or privacy policies).

11. Termination

Prenuvo, in its sole discretion, may terminate or suspend your access to or use of the Services without notice for any reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon termination, all provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, intellectual property provisions, warranty disclaimers, indemnity and limitations of liability.

12. No Representations or Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRENUVO AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION THE AFFILIATED PRACTICES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PRENUVO NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE SERVICES, SERVICES CONTENT, AND USER CONTENT. FURTHERMORE, PRENUVO DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND PRENUVO DISCLAIMS ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION, OR YOUR RELIANCE ON ANY SUCH CONTENT, MATERIAL, AND/OR INFORMATION.

13. Limitation of Liability

YOU UNDERSTAND THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRENUVO, ITS RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER SPECIAL CATEGORY OF DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SERVICES OR ANY SERVICES CONTENT, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES. THIS IS TRUE EVEN IF PRENUVO OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

IN NO EVENT SHALL PRENUVO OR ITS RELATED PERSONS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE, THE GREATER OF (I) ONE HUNDRED DOLLARS ($100), OR (II) THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages such as in this section. Accordingly, some of these limitations may not apply to you in their entirety. If you are a resident of a U.S. state that permits the exclusion of these warranties and liabilities, then the limitations in this section specifically do apply to you.

14. Indemnification

You agree to defend, indemnify and hold Prenuvo, its affiliates, the Affiliated Practices, its subsidiaries, and all of their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from: (i) your use of the Services, or your use of the Services Content or other materials or features available on the Services, (ii) your User Content, (iii) your fraud, violation of law, negligence, or willful misconduct, or (iv) your breach of these Terms.. Prenuvo reserves the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.

15. Governing Law; Dispute Resolution; Arbitration; Venue; Severability

IMPORTANT NOTE: PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND PRENUVO TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM PRENUVO. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PRENUVO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

Governing Law. These Terms and your use of the Services shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. Subject to the requirement to arbitrate set forth in this Section, exclusive jurisdiction for all disputes that do not require arbitration will be the state and federal courts located in Los Angeles, California, and you consent to the jurisdiction of those courts.

Binding Arbitration Generally. Except as described in the “Exceptions” section below, you and Prenuvo agree that every dispute arising in connection with these Terms, the Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, regulation, ordinance, fraud, misrepresentation, common law, constitutional provision, respondeat superior, agency or any other legal or equitable theory, regardless of whether a claim arises after the termination of these Terms, and regardless of whether a claim arises before or after the effective date of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) file suit in a court of law to address an intellectual property infringement claim; or (c) seek injunctive relief in a court of law in a state or federal court in Los Angeles, California.

Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Prenuvo.

Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Prenuvo’s address for Notice of Arbitration is: 12100 Wilshire Boulevard, Suite 150, Los Angeles CA 90025. A copy of all Notices of Arbitration must also be sent to Prenuvo via email to legal@prenuvo.com. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Prenuvo may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Prenuvo will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Prenuvo has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Prenuvo may seek reimbursement for any fees paid to AAA.

Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Prenuvo must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

Arbitration Relief. Except as provided in the “No Class Actions” section below, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. The arbitrator’s award shall be final and binding on all parties. Judgment on the award may be entered in any court having jurisdiction.

No Class Actions. YOU AND Prenuvo 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 Prenuvo agree otherwise in writing, 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.

Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR Prenuvo WANTS TO ASSERT A DISPUTE AGAINST THE OTHER THAT IS SUBJECT TO ARBITRATION PURSUANT TO THESE TERMS, THEN YOU OR Prenuvo MUST COMMENCE SUCH DISPUTE BY DELIVERY OF A NOTICE OF ARBITRATION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.

Severability. All parts of these Terms apply to the maximum extent permitted by law. Prenuvo and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

16. Note to International Users

The Services are controlled by Prenuvo, which is located in the United States of America. We make no representation that the Services or Content are appropriate or available for use in locations outside of the United States. Accessing the Services from territories where such content, information or other materials are illegal is prohibited. Those who choose to access these Site from locations outside of the United States do so on their own initiative and are responsible for compliance with local laws.

17. Changes to the Terms and the Services

The Services are continually under development, and Prenuvo reserves the right to review or remove any part of these Terms in its sole discretion at any time and without prior notice to you. You should check the Terms from time to time when you use the Services to determine if any changes have been made. Any changes to these Terms are effective upon posting to the Services, unless applicable law requires us to provide additional notice or take other actions before such changes can become effective. If you disagree with these Terms, your sole and exclusive remedy is to discontinue your use of the Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

You acknowledge and agree that: (1) all or any part of the Services may not be accessible at any time, for any period, or for any reason; and (2) Prenuvo will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. Prenuvo reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Services or any portion thereof, with or without notice. You agree that Prenuvo shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

18. Notice Regarding Apple

This section only applies to the extent you are using the App on an iOS device. You acknowledge that these Terms are between you and Prenuvo only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the Content or any other content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

19. Notice Regarding Google

The following applies to the extent you acquire the App from the Google Play Store: (i) you acknowledge that these Terms of Service are between you and Prenuvo only, and not with Google, Inc. (“Google”); (ii) your use of the App must comply with Google’s then-current Google Play Terms of Service; (iii) Google is only a provider of Google Play where you obtained the App; (iv) Prenuvo, and not Google, is solely responsible for the App; (v) Google has no obligation or liability to you with respect to the App or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to the App.

20. Miscellaneous Terms

No waiver. No waiver by Prenuvo of any term or condition set forth 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 by Prenuvo to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

No agency relationship. Neither these Terms, nor any Services Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

Remedies. You agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

Assignment. You may not assign any of your rights under these Terms, and any such attempt will be null and void. Prenuvo and its affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms if some or all of the business of Prenuvo is transferred to another entity by way of merger, sale of its assets, or otherwise.

Notice for California Users. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This release includes the criminal acts of others.

Headings. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.

Entire Agreement. This is the entire agreement between you and Prenuvo relating to the subject matter herein and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with Prenuvo.

21. Contact

If you have questions or comments about these Terms, please contact us by sending correspondence to 12100 Wilshire Boulevard, Los Angeles CA 90025 or send us an email at legal@prenuvo.com.

Last Updated: September 13, 2023