Medstra Inc. Terms and Conditions

1.1 Scope of Agreement

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

1.2 Types 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.

1.3 Acceptance

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.

2.1 Medstra is Not a Healthcare Provider

2.2 No Doctor-Patient Relationship with Medstra

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

2.3 Provider 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. Medstra 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.

2.4 Not for Medical Emergencies

3.1 Account 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.

3.2 Account 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 Medstra immediately of any known or suspected unauthorized use of your account or any other breach of security. Medstra is not liable for any loss or damage arising from your failure to comply with this security obligation.

3.3 User 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.

4.1 Limited License

Subject to your compliance with these Terms, Medstra 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.

4.2 Prohibited 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 Medstra 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.

Medstra 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.

5.1 Professional 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.

5.2 Data 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. Medstra acts as your "Business Associate" and "Data Processor." You agree to enter into Medstra's standard Business Associate Agreement (BAA) and Data Processing Addendum (DPA), which govern our respective obligations under HIPAA and other privacy laws.

5.3 Dynamic 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.

6.1 Medstra'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, "Medstra IP"), are the exclusive property of Medstra and its licensors. All rights in and to the Medstra IP are reserved.

6.2 User-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 Medstra 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.

6.3 Feedback

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

7.1 Fees

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.

7.2 Payment 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.

7.3 Billing 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.

8.1 Termination by You

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

8.2 Termination by Medstra

Medstra 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 Medstra, our systems, or other Users.

8.3 Effect of Termination

Upon termination, your right to use the Platform will immediately cease. Medstra 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.

12.1 Governing 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.

12.2 Mandatory Arbitration of Disputes

You and Medstra 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.

12.3 CLASS ACTION AND JURY TRIAL WAIVER

12.4 Exceptions

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.

13.1 Modifications to Terms

Medstra 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.

13.2 Entire Agreement

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

13.3 Severability

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.

13.4 Assignment

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

13.5 Notices

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