Sollis Terms and Conditions

These Terms of Service (“Terms”) govern your access to and use of the services provided by Priority Private Opco, LLC (“Sollis Health”) through the website located at sollishealth.com, including the Member Portal and other related websites and platforms (collectively, the “Site”), as well as the services provided by Priority Private Medical Care, P.C., Sollis Health LA, P.C., Sollis Health FL, Inc., and other professional corporations with which the foregoing entities are contracted (each, a “Medical Group”, collectively “Medical Groups”; and collectively with Sollis Health, “Sollis”, “we”, “us”, “our”) (collectively, the “Services”).

Please read these Terms carefully before using the Site or the Services. By accessing or using the Site, you acknowledge that you have read, understand, and agree to be bound by these Terms. If you do not agree to be bound by these Terms, your choice is not to use the Services. If you are accepting these Terms for another person (“Family Member”) as such Family Member’s lawful guardian, conservator, or custodian, you agree to the terms, conditions, and notices contained or referenced herein on behalf of such Family Member. For purposes of these Terms, “you” means you on behalf of yourself and your Family Member(s).

THESE TERMS OF USE (I) CONTAIN PROVISION THAT GOVERN HOW CLAIMS ARE RESOLVED, AND (II) A AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US OR OUR AGENTS TO BINDING AND FINAL ARBITRATION. IF YOU DO NOT UNDERSTAND THESE TERMS OR USE OR DO NOT AGREE TO THESE TERMS OF USE, DO NOT AGREE TO THESE TERMS OF USE OR OTHERWISE USE ANY SERVICES PROVIDED BY SOLLIS.

Neither the Site nor email nor SMS texting are appropriate means of communication regarding emergency care or urgent situations. Do not disregard or delay seeking medical advice based on anything that appears or does not appear on the Site. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. FOR URGENT CARE NEEDS, CONTACT YOUR PROVIDER OR MEDICAL GROUP DIRECTLY.

1. Services

Sollis Health provides administrative services to Medical Groups, which operate according to the laws of the states/regions in which the respective Medical Group entity provides healthcare and related services. Medical Groups provide certain membership-based medical care and diagnostic imaging services through their engaged clinicians and support staff. Sollis Health does not practice medicine or any other licensed profession and does not interfere with the practice of medicine or any other licensed profession by Medical Groups or other third parties.

You agree that these Terms govern your access to, and use of the Site and the Services offered by Sollis Health and Medical Groups. If you and/or your Family Member uses medical services provided by Medical Group, you understand and agree that you, and/or your Family Member, shall become a “Member” in exchange for an annual fee (as described further in the Clinical Services and Practice Policy Agreement), and are bound by and subject to the Medical Consent Form and Practice Policies Agreement and the Membership Agreement, before electing to use the services of Medical Groups. Please refer to our Privacy Policy and Notice of Privacy Practices to learn how we use, share, and protect your personal information and health information.

You understand that providing you or Your Family Member’s information and/or requesting to Connect With Us on this Site does not automatically render you a patient of Medical Group.

2. Use of the Services by Children

The Services are available for use by children (under 18 years of age), but children are not authorized to become Members nor use the Services without the supervision and verifiable consent of a parent or legal guardian. If you register as the parent or legal guardian on behalf of a minor, you understand and agree that, by allowing your child to access the Services, you consent to these Terms and our Privacy Policy, and by allowing your child to become a Member, you must consent to the Medical Consent Form and Practice Policies Agreement, the Membership Agreement, and the Notice of Privacy Practices.

If you access or use the Services, you represent and warrant that you are either at least 18 years old or otherwise have adequate authority and capacity to consent to use the Services under applicable state laws, federal laws or the authorization of a parent or legal guardian who agrees to be bound by the Terms and this Privacy Policy. If you are under 18 and lack sufficient authority to access or use the Services, do not access or use the Services.

3. Updates to the Terms

We may modify these Terms from time to time. We will notify you of material changes by posting the amended terms on our website. If we have your email on file, we may also notify you of material changes to the Terms by email. Please make sure we have your current email address so that you will receive notice of any material changes. If you do not agree with the proposed changes, you agree to discontinue your use of the Site before the effective date of the changes. If you continue using the Site after the effective date, you will be bound by the updated Terms.

4. Personal and Non-Commercial Use

You may use the Site only for your own personal, non-commercial use. If you are accepting these Terms for a Family Member as such Family Member’s parent, lawful guardian, conservator, or custodian, you agree to the terms, conditions, and notices contained or referenced herein on behalf of such Family Member. If you are registering on behalf of your Family Member, your Family Member may only use the Site for their own personal, non-commercial use.

5. Service Use Termination

You may terminate these Terms by ceasing to access and use the Site. We may terminate your use of the Site at any time by sending notice to you at the address or email you provided or otherwise contacting you or posting a notice on the Site. If we terminate your use of the Site because you have breached these Terms or any other agreement you have entered into with us, you will not be entitled to any refunds of services provided. We are not required to provide you with notice prior to terminating your use of the Site or a reason for such termination. In order to protect the integrity of the Site, we may, at any time in our sole discretion, block users from certain IP addresses from accessing the Site.

6. Use of the Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Site solely for your personal and non-commercial purposes. Your use of the Site must be in accordance with all applicable laws. You acknowledge that you do not acquire any ownership rights in the Site.

The following is a list of the type of actions that you may not engage in with respect to the Site or Services:

● You will not promote, encourage, or engage in defamatory, abusive, libelous, obscene, threatening, harassing, hateful or otherwise objectionable behavior.

● You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, access, retrieve, index, “data mine”, or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Services or its contents;

● You will not interfere, access, tamper with or disrupt the Site or the servers or networks connected to the Services;

● You will not attempt to probe, scan or test the vulnerability of the Site or any of our systems or network or breach any security or authentication measures;

● You will not use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URLs or product names without our express written consent;

● You will not use the Site or content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

● You will not use the Site or content, or any portion thereof, if you are a past, present, or imminent competitor of us and/or using the Site or such content on their behalf.

● You will not post, distribute, or reproduce in any way any content that infringes third party intellectual property rights or violates third party rights of privacy or rights of publicity;

● You will not use, display, “frame” or “mirror” any part of the Site, our names, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from us;

● You will not collect or store any personal information, including personally identifiable information, from users without their express permission;

● You will not provide any inaccurate, incomplete, false or misleading information, including regarding your identity or medical condition, when using the Site;

● You will not record in any way the Site and/or the Services without our express written consent;

● You will not allow any other person to use your account, username or password to access the Site, unless otherwise permitted herein; and

● You will not assist or permit any person to engage in any of the activities described in this Section.

7. Intellectual Property Rights

Sollis and our licensors retain all ownership rights, title and interest (including all intellectual property rights) worldwide to the Site and the Services, including to all software and content. No rights are granted to you other than as expressly set forth in these Terms. All trademarks, service marks and trade names are owned by Sollis or other respective owners.

8. Consent to Electronic Communications

You agree that we may send the following to you by email or by posting them on the Site: legal disclosures; these Terms; Privacy Policy; future changes to any of the foregoing; and other notices, policies, communications or disclosures and information related to the Services. You also agree that we may contact you via email regarding prospective Services. You may ask us to stop sending you marketing emails at any time by clicking unsubscribe at the bottom of the email or contacting privacy@sollishealth.com. Your withdrawal of consent will be effective within a reasonable time after we receive notice of your withdrawal.

If you provide us your phone number, you agree that we may contact you via phone or text regarding announcements and prospective Services. You understand that messaging frequency may vary and message/data rates may apply. Text messages and emails are not always secure because they travel over networks that we do not own or control. You may ask us to stop sending you marketing texts at any time by contacting 1-646-687-7600 or clicking the unsubscribe link (where available) in one of our messages. Your withdrawal of consent will be effective within a reasonable time after we receive notice of your withdrawal.

9. DMCA Notice

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the Site infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. One place to find more information is the U.S. Copyright Office Website, currently located at https://www.copyright.gov. Any written Notification of Claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to Sollis’s Designated Agent at the following address: 135 E 57th St 4th Floor, New York, NY 10022.

10. Links to Third Party Websites

The Site may contain links to other sites that are owned and operated by third parties. We are not responsible for the privacy and security practices or the content, advertising, products, services or other materials made available on or through any such linked sites. We provide these links to you only as a convenience, and the inclusion of any link does not imply endorsement of any kind by us.

11. No Endorsements

Reference to any product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, service mark, company name or otherwise does not constitute or imply the endorsement or recommendation of such by Sollis.

12. Geographic Restrictions

Sollis makes no representation that all products, services and/or material described on the Site, or the Services available through the Site, are appropriate or available for use in locations outside the United States or all states and territories within the United States.

13. No Warranty

ACCESS TO THE SITE AND THE INFORMATION CONTAINED THEREIN IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. SOLLIS DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE MATERIALS ON THIS SITE AND TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SOLLIS DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO ANY INFORMATION OBTAINED THROUGH THE SITE. WITHOUT LIMITING THE FOREGOING, SOLLIS DOES NOT WARRANT THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES SOLLIS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SITE OR ANY OF THE INFORMATION CONTAINED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON ANY OF ITS CONTENTS IS AT YOUR SOLE RISK.

14. Limitation of Liability

IN NO EVENT SHALL SOLLIS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF PROFITS, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITE OR THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY PRODUCTS, GOODS, OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOLLIS’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE GREATER OF (1) $200 OR (2) THE FEES PAID TO SOLLIS BY YOU TO USE THE RELEVANT SERVICES IN THE 12 MONTHS BEFORE THE DISPUTE.

15. Indemnity

To the extent allowed by applicable law, you will indemnify Sollis and its directors, officers, employees, and contractors for any third-party legal proceedings (including actions by government authorities) arising out of or relating to your unlawful use of the Services or violation of these Terms. This indemnity covers any liability or expense arising from claims, losses, damages, judgments, fines, litigation costs, and legal fees.

16. Choice of Law and Jurisdiction

Subject to the arbitration provisions provided in the Arbitration section below, these Terms are governed by the laws of New York. You, Sollis Health, and Medical Groups irrevocably submit to the exclusive jurisdiction of the State and Federal Courts located in New York County, New York, for any and all actions in law or equity arising from these Terms. You, Sollis Health, and Medical Groups hereby waive any objections relating to improper venue or forum non-conveniens to the conduct of any proceeding in any such court. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

17. Arbitration

PLEASE READ THIS CAREFULLY AS IT AFFECTS YOUR RIGHTS. We want you to be happy with the Services. If, for some reason, we cannot resolve any concern you may have with our Services to your satisfaction, you, Sollis Health, and Medical Groups agree to try to resolve those disputes in good faith after you provide written notice of the dispute as set forth below. If you cannot resolve the dispute, you, Sollis Health, and Medical Groups agree to resolve the dispute through individual binding arbitration or small claims court, instead of courts of general jurisdiction.

Arbitration and Waiver of Class Action. Instead of suing in court, you, Sollis Health, and Medical Groups agree to arbitrate all Disputes (as defined below) on an individual, non-representative, basis. You agree that, by entering into this Agreement, you, Sollis Health, and Medical Groups are waiving the right to a trial by jury or to participate in a class action or representative action. This agreement to arbitrate is intended to be broadly interpreted. In arbitration, there is no judge or jury. Instead, a neutral third-party arbitrator resolves Disputes in a less formal process than in court. In arbitration, there is limited discovery and a court review of the arbitrator’s decision is limited. However, just as a court would, the arbitrator must follow these Terms and can award damages and relief, including any attorneys’ fees authorized by law.

Opt-Out. If you do not want to arbitrate Disputes with Sollis as set forth herein and you are an individual, you may opt out of this arbitration agreement by sending written notice to compliance@sollishealth.com within thirty (30) days of the date you first access or use the Services.

“Disputes” include, but are not limited to, any claims or controversies against each other in any way related to or arising out of our Services, these Terms of Use, or our Privacy Policy, even if the claim arises after Services have terminated. Disputes also include, but are not limited to, claims that: (a) you or an authorized or unauthorized user of the Services bring against our employees, agents, affiliates, or other representatives; (b) you bring against a third party that are based on, relate to, or arise out of in any way our Services or these Terms of Use; or (c) that the Company brings against you. Disputes also include, but are not limited to, (i) claims in any way related to or arising out of any aspect of the relationship between you and the Company, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims or any other legal theory; (ii) claims that arose before this agreement or out of a prior agreement with the Company; and/or (iii) claims that arise after the termination of these Terms of Use.

Dispute Notice and Dispute Resolution Period. Before initiating an arbitration or a small claims matter, you and Sollis each agree to first provide to the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute to Sollis should be sent to compliance@sollishealth.com.

Sollis will provide a Notice of Dispute to you by email to the address provided in your user account.

Sollis will provide you a designated representative to work with to try to resolve your Dispute to your satisfaction. You and Sollis agree to make attempts to resolve the Dispute prior to commencing an arbitration or small claims action. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or Sollis may commence an arbitration proceeding or small claims action.

Arbitration Terms, Process, Rules and Procedures. Any Disputes will be submitted to binding arbitration by the American Arbitration Association (“AAA”) to be determined and resolved by AAA under its Dispute Resolution Rules in effect at the time of submission. If the AAA is unavailable or unwilling to apply the arbitration terms of these Terms, the parties shall mutually agree on an alternative administrator that will administer the proceeding under the arbitration terms of these Terms as written.

Arbitration will be held at a location selected by Sollis in New York County, New York, and the arbitration will be the exclusive forum for resolving such dispute, controversy or claim. The arbitration will be heard by one (1) arbitrator who must be disinterested, and preferably knowledgeable about the subject matter of these Terms. The arbitrator will be appointed jointly by the parties within thirty (30) days following the date on which the arbitration is instituted. If the parties are unable to agree upon an arbitrator within such a thirty (30)-day period, the AAA will select such arbitrator using its standard procedures.

The decision of the arbitrator will be final and binding upon the parties hereto and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will not have the power to award any damages excluded by, or in excess of, any damage limitations expressed in this Agreement. The arbitrator may not award relief for or against anyone who is not a party to the proceeding. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to address the essential findings and conclusions of law on which the award is based. The arbitrator is bound by and must follow the terms of this Agreement as a court would.

If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will reimburse and pay all associated costs, expenses, and attorneys’ fees that are reasonably incurred by the other party. In no event will a demand for arbitration be made after the date when the institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.

All proceedings that take place under or in connection with this provision will be considered confidential information of both parties and subject to appropriate confidentiality restrictions and/or protective orders.

Either party may apply to the arbitrator to seek injunctive relief until such time as the arbitration award is rendered or the controversy is otherwise resolved.

Payment of all filing, administration and arbitrator fees will be governed by the rules of the AAA.

Except as the terms of this Agreement otherwise provide and to the fullest extent permitted by law, you, Sollis Health, and Medical Groups acknowledge and agree that you are each waiving the right to a trial by jury and to the litigation of disputes in state or federal courts of general jurisdiction. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action/class arbitration or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. You, Sollis Health and Medical Groups may not be plaintiffs or class members in any purported class, collective, private attorney general, or representative proceeding, or otherwise make or proceed with any claim on a collective or consolidated basis and may each bring claims against the other only in your or its individual capacity.

Notwithstanding the foregoing, in lieu of arbitration: (1) either You, Sollis Health, or Medical Groups may elect to have an individual claim heard in small claims court consistent with any applicable jurisdictional and monetary limits that may apply, provided that it is brought and maintained as an individual claim and is not appealed or removed to any court of general jurisdiction; and (2) you agree that You, Sollis Health, or Medical Group may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

18. General Provisions

These Terms make up the entire agreement relating to your use of the Services and supersede all prior agreements relating to the subject matter hereof. Notwithstanding the foregoing, if you are a Member, in the event these Terms conflict in any manner with the Medical Consent Form and Practice Policies Agreement or the Membership Agreement, these Terms shall govern with respect to your use of the Site, and the Practice Policies Agreement and Membership Agreement shall govern all other claims, as applicable. We may change, suspend, or discontinue any of the Services at any time. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site. These Terms do not confer any third-party beneficiary rights. You may not transfer any of your rights or obligations under these Terms to anyone else without our consent. Sollis may assign our rights in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. No delay or omission by Sollis to exercise any right or power it has under these Terms shall impair any such right or power or be construed as a waiver of any succeeding breach. Any waivers by Author must be in writing and signed by an authorized representative of Author.

This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed agreement. A printed version of these Terms and any notice given in electronic form shall be admissible in judicial proceedings 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.

We appreciate your feedback, suggestions, and other communications (collectively, “Feedback”) about the Site and the Services. You should know that we can, but are not obligated to, use your Feedback without restriction or any obligation to compensate you, and aside from the laws governing the confidentiality of healthcare information, we have no obligation to keep them confidential.

Even after termination, these Terms will remain in effect such that all terms that by their nature may survive termination will be deemed to survive such termination.

You represent that no promise, inducement, or agreement not expressed herein has been made to me to sign this agreement.

If you have any questions about these Terms, please contact us via email at privacy@sollishealth.com.