Asesso Terms of Service

Last Updated: 1 st Oct 2024

Please read these Terms of Service , our Privacy Notice and our HIPAA Notice of Privacy Practices carefully because they govern your use of the website located at www.asessohealth.comand services accessible via the Site and corresponding mobile application (“App”) offered by Asesso Health Inc. (“Asesso”) and its affiliates. Asesso is affiliated with dental/endodontic practices, including without limitation Cliff Dental Corporation, d/b/a Asesso Health Cliff Dental Group (collectively, the “Practices” and together with Asesso, “we,” “us” or “our”). These Practices employ or contract with licensed dentists and other licensed professionals (“Professionals”) to provide dental telehealth services (“Virtual Care”). To make these Terms easier to read, the Site, our Services as described below and App are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ASESSO THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.

1. Description of the Services.

The Services provide certain functionality related to dental health, assessment, and diagnoses, including, (i) if you are a patient user (“Patient User”), the ability for you to provide certain information related to your dental health and symptoms, to receive corresponding assessment and/or diagnoses, and to purchase certain dental products (e.g., the Asesso Grindguard, Asesso Sensor, and Asesso Smartdock) (“Products”) from us, subject to separate [Terms of Purchase, located at **] (“Terms of Purchase”); and (ii) if you are a dentist user, who may also be a Professional as defined herein (“Dentist User”), the ability for you to access information relating to certain Patient Users for assessment and diagnosis purposes. For clarity, if you are accessing the Services as Patient User, then all references to “you” herein will be a reference to you as a Patient User, and if you are accessing the Services as a Dentist User, then all references to “you” herein will be a reference to you as a Dentist User.

2. Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

3. Privacy Notice

Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.

4. Changes to these Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

5. Who May Use the Services

You may use the Services only if you are 16 years or older and capable of forming a binding contract with Asesso, and not otherwise barred from using the Services under applicable law.

6. Your Relationship with Asesso

Asesso acts as a technology platform to provide you with information, products and services offered through the Services, including connecting you with Practices and the Professionals. Asesso does not interfere with the practice of dentistry or other licensed professional services by Practices or any Professionals. By accepting these Terms, you acknowledge and agree that Asesso is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other healthcare provider-patient relationship with Asesso. By using the Services, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with a Practice, including Asesso Health Cliff Dental Group and other Asesso-affiliated professional entities, and/or one or more Professionals.

By accepting the Terms, you understand that we may send you messages, reports, and emails via the Services, including if you are a Patient User, regarding your assessment and/or treatment. You further understand and agree that it is your responsibility to monitor and respond to these messages, reports, and emails and that neither Asesso nor the Practices or any Professional will be responsible in any way, and you will not hold Asesso, any Practice or any Professional liable for any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages or as a Patient User, for your failure to comply with any treatment recommendations or instructions from the Practice or your Professional(s).

While you are not establishing a dentist-patient or other health care provider-patient relationship with Asesso, by using the Services, you are establishing a direct customer relationship with Asesso to use the information, products and services made available through the Services and, in some cases, by the Professionals or Practices. In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Notice and our HIPAA Notice .

7. Disclosures Regarding Content and Virtual Care

(a) The content of the Site is provided for informational purposes only. Any advice or information provided through the content on the Site does not create a provider-patient relationship, is not an aid to making medical or dental decisions, and is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. The content of the Site is not a substitute for professional medical or dental advice, diagnosis or treatment. Always seek the advice of your physician, dentist, or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical or dental advice or delay in seeking it because of something you have read on the Site or because of information provided through the Services. If you think you may have a medical or dental emergency, call your doctor, dentist, or 911 immediately. RELIANCE ON ANY CONTENT PROVIDED ON THE SITE BY ASESSO, OTHERS APPEARING ON THE SITE AT THE INVITATION OF ASESSO, OR OTHER USERS OF THE SITE IS SOLELY AT YOUR OWN RISK.

(b) Unexpected events may disrupt our electronic communication with you and we may not be able to contact you as quickly as we would like to due to uncontrollable circumstances. Moreover, please be aware that our Professionals tailor their response to your specific situation, taking into account the information you have shared, and their response may not be appropriate for other similarly situated patients. While the Services are intended to provide benefits such as convenient on-demand virtual access to Professionals and the Services they provide, there do exist potential risks associated with the use of the Services, which are outlined in the Consent to Treatment and Telehealth Authorization Form, attached hereto as Exhibit A, for Patient Users.

(c) All Professionals providing Virtual Care through the Site are licensed dentists or hold other licenses or certifications applicable to provide professional services that are issued by the applicable professional licensing or certification board in the state where you received the Virtual Care. You acknowledge that the Professionals that render dental/endodontic care to you through the Service may be engaged directly by the Practices and other dental/endodontic professional organizations that are affiliated with Asesso, and in connection with such affiliation, Asesso and/or such professional entity may have a financial interest in each other. Any information or advice received from a Professional and/or their Practice comes from the Professional and/or their Practice and Asesso is not responsible for the quality and appropriateness of any care that the Professional and/or their Practice renders to you. You can report a complaint relating to any Services provided by a Professional by contacting the professional licensing board in the state where you received the Virtual Care, or by contacting Asesso directly Any clinical records created as a result of your use of the Site and of receiving the Virtual Care will be securely maintained by us and/or our service providers on behalf of the Professional with whom you consult in compliance with applicable state and federal laws, rules and regulations, for a period that is no less than the minimum number of years that such records are required to be maintained under applicable state and federal laws, rules and regulations.

(d) Asesso makes available virtual dental/endodontic services provided by the Practices and Professionals to Patient Users. The terms “virtual care” or “virtual visit” or “telehealth” generally refer to healthcare services that are provided to a patient in one location by a professional in a distant location facilitated through the use of some form of telecommunications technology, such as synchronous, interactive audio-video interfaces and/or asynchronous store-and-forward modalities. Telehealth technologies may also involve the electronic transmission of your medical or dental records, images, personal health information, or other data between you and a health care provider. The information exchanged between Professionals and you may be used for diagnosis, therapy, treatment, follow-up care,

(e) As with any type of health care services, there are potential risks associated with the use of virtual care services, including the Virtual Care provided through the Site:

You are under no obligation, of course, to obtain virtual care. You may obtain care through conventional, in-person services instead of or in addition to these Services. Please feel free to provide feedback to Asesso should you become concerned that our virtual care may be insufficient for your needs.

8. Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

9. Product Purchases.

(a) Transactions and Payment Processing.

When you purchase a Product (a“Transaction”), you agree to pay the applicable fees as part of such purchase, including without limitation the fees associated with the pricing made available to you via the Services for such Product(s). When you make a Transaction, you expressly authorize us (or our third- party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment, and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable by Asesso except as expressly provided in the Terms of Purchase. All fees and applicable taxes, if any, are payable in United States dollars.

(b) Product Terms of Purchase

All Product purchases, including without limitation shipping, title, risk of loss, returns, warranties, or otherwise are subject to the Terms of Purchase, and you acknowledge and agree to be bound by the Terms of Purchase.

10. Your Content

(a) Posting Content

Our Services may allow you to store or share content such as text (e.g., in account creation, questionnaires, or other text fields via the Services), files, documents, graphics, images, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

(b) Permissions to Your User Content, Including for AI/ML Purposes.

By making any User Content available through the Services you hereby grant to Asesso a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to (A) use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content (i) in connection with operating, providing, and improving the Services, and (ii) solely in deidentified form for artificial intelligence and machine learning purposes, including without limitation to analyze, derive insights from, and create data outputs using such User Content deidentified form, and to train computational algorithms and machine learning models; and (B) if you are a Patient User, to share User Content with Dentist Users in connection with the provision of Services and Products to you.

(c) Your Responsibility for User Content.

You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Asesso on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(d) Removal of User Content.

You can remove your User Content by submitting a data deletion request via the App. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

(e) Asesso’s Intellectual Property.

We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

11. Rights and Terms for Apps

(a) App License.

If you comply with these Terms, Asesso grants to you a limited non- exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

(b) Additional Information: Apple App Store

This Section 11(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) 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 your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the 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 thereof. You 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. You must also comply with any applicable third-party terms of service when using the App.

12. General Prohibitions and Asesso’s Enforcement Rights

You agree not to do any of the following:

(a) Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

(b) Use, display, mirror or frame the Services or any individual element within the Services, Asesso’s name, any Asesso trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Asesso’s express written consent;

(c) Access, tamper with, or use non-public areas of the Services, Asesso’s computer systems, or the technical delivery systems of Asesso’s providers;

(d) Attempt to probe, scan or test the vulnerability of any Asesso system or network or breach any security or authentication measures;

(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Asesso or any of Asesso’s providers or any other third party (including another user) to protect the Services;

(f) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Asesso or other generally available third-party web browsers;

(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

(h) Use the Services, 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;

(i) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

(j) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail- bombing the Services;

(k) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

(l) Impersonate or misrepresent your affiliation with any person or entity;

(m) Violate any applicable law or regulation; or

(n) Encourage or enable any other individual to do any of the foregoing.

Asesso is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

13. Links to Third Party Websites or Resources

The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

14. Termination

We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by submitting an account deletion request via the App, or by sending us an email at support@asessohealth.com. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive 8 , 10(b) , 10(c) , 10(e) , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 and 20 .

15. Disclaimers

(a) General

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON- INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

16. Indemnity

You will indemnify and hold Asesso, Practices, Professionals and their respective officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

17. Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF ASESSO, PRACTICES, PROFESSIONALS NOR ASESSO’S OTHER SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ASESSO OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE.

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.

18. Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Asesso are not required to arbitrate will be the state and federal courts located in Alameda County, California, and you and Asesso each waive any objection to jurisdiction and venue in such courts.

19. Dispute Resolution.

(a) Mandatory Arbitration of Disputes

We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Asesso agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Asesso are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

(b) Exceptions

As limited exceptions to Section 19(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

(c) Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d) Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

(e) Injunctive and Declaratory Relief

Except as provided in Section 19(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f) Class Action Waiver

AND ASESSO 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, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(g) Severability

With the exception of any of the provisions in Section 19(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

20. General Terms

(a) Reservation of Rights

Asesso, its affiliates (as applicable) and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

(b) Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between us and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Asesso’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Asesso may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(c) Notices

Any notices or other communications provided by us under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

(d) Waiver of Rights

Asesso’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Asesso. 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.

21. Contact Information

If you have any questions about these Terms or the Services, please contact Asesso at support@asessohealth.com.

Exhibit A

Consent to Treatment and Telehealth Authorization Form

INTRODUCTION

Welcome to Cliff Dental Corporation, a California professional corporation d/b/a Asesso Health, Cliff Dental Group (“Asesso,” “we,” “our,” or “us”), where we are committed to providing high-quality, convenient dental care to our patients. To utilize our services, we require you to complete and acknowledge this consent to treatment and telehealth authorization form.

By acknowledging this form, you are giving your informed consent to receive dental treatment and telehealth services from Asesso. This form also explains your rights as a patient and our obligations as your dental care provider. If the patient is under 18 years old, you acknowledge that you are the parent or guardian of the minor patient and you are giving informed consent on behalf of the minor patient to receive dental treatment and telehealth services from Asesso.

Please take the time to read and understand this form before acknowledging it. If you have any questions or concerns, please do not hesitate to ask.

1. AUTHORIZATION OF TREATMENT

There are risks involved in any medical or dental procedure or treatment. By acknowledging this form, you hereby consent to, request and authorize Asesso, its dental practices and providers, including dentists, oral surgeons, endodontists , technicians, nurses, hygienists, dental assistants and other qualified personnel to perform consultations, examinations, diagnosis, evaluations, treatment services and any other procedures as may be necessary in accordance with the judgment of the attending medical or dental practitioner(s) and/or in their professional judgment, may be advisable to your well-being, including procedures and/or treatment considered medically or dentally advisable to remedy conditions discovered during any procedure or treatment. You acknowledge that you will be responsible for providing accurate information about your health condition(s) and any symptoms you may be experiencing as well as any healthcare providers who have treated such conditions and symptoms. You further acknowledge no guarantee can be made or assurance of a success be provided by anyone concerning the results of any treatment, diagnosis, examination, evaluation, or procedure.

22. CONSENT TO REQUEST MEDICAL AND/OR DENTAL RECORDS

By acknowledging this consent to treatment and telehealth authorization form, you consent to, request, and authorize Asesso to request and obtain copies of your medical and/or dental records including but not limited to, (i) medical and dental history, (ii) laboratory test results, (iii) diagnostic images, and/or (iv) progress notes from other healthcare providers who have treated you in the past. This information will be used to provide you with the best possible care and to ensure continuity of care. You understand the release of your medical and dental records is voluntary. By acknowledging this form, you understand your medical and dental information will be used for Asesso’s purpose of providing you with the best possible care. Please refer to our Notice of Privacy Practices ([link to Notice of Privacy Practices]) for detailed information regarding the uses and disclosures of your protected health information.

23. AUTHORIZATION TO USE PERSONAL HEALTH INFORMATION FOR MARKETING PURPOSES

I authorize and consent to Asesso’s use and disclosure of my protected health information collected by Asesso through the use of pixels, cookies or other tracking technologies on the Asesso website and/or mobile application as further described in the Asesso Privacy Notice . I understand this may directly or indirectly identify me as a patient of Asesso. I understand I may change my mind and cancel this authorization at any time. If I want to change my mind, I will contact Asesso at support@asessohealth.com. I understand Asesso will not be able to return information already used and shared under this authorization.

24. NATURE OF TELEHEALTH; TELEHEALTH BENEFITS AND RISKS

Telehealth is the use of electronic information and communication technologies to enable a healthcare provider and patient at different locations to share medical and dental information for the purpose of improving patient care. The information you provide may be recorded and used for diagnosis, treatment, follow-up, and/or patient education. The delivery of dental care via telehealth allows the patient and provider to establish a relationship, much as they would during a traditional face-to-face appointment. For example, your telehealth encounter may include interaction through and with the use of some of the following: synchronous video (e.g., videoconferencing) and/or asynchronous technology, such as store-and-forward technology to exchange medical and/or dental data and secure messaging portal communication. Your telehealth encounter may also include a qualified provider photographing and/or recording you or your encounter in furtherance of your care. Such photographs and/or video recordings will not be published without your express consent but may be shared with your broader healthcare team.

Telehealth offers many benefits for dental care, including increased access to healthcare for those who live in remote areas or have mobility issues and the ability to receive care from the comfort and safety of a patient’s own home. Additionally, telehealth improves access to health care and services, including the expertise of specialists and consultants who may not otherwise be available to you. Telehealth may save time and reduce the need for in-person visits, making it a convenient option for busy individuals.

However, there are some potential risks to consider, including connection interruptions, images and other information transmitted may not be clear enough to be useful for the consultation, unauthorized access, and technical difficulties. A telehealth consultation may not be able to provide the same level of examination and diagnosis as an in-person visit. Either the healthcare provider or you may discontinue your telehealth visit if the telehealth technologies are not adequate for the situation, if the information obtained via telehealth was not sufficient, or if telehealth is inappropriate for any reason.

Other potential risks to using telehealth services include breach of privacy of protected health information due to security breaches or failures, as well as adverse drug interactions, allergic reactions, complications, or other errors due to a patient’s failure to provide complete medical or dental information or records. It’s important to understand these benefits and risks before consenting to receive care via telehealth.

You may have someone else present during your telehealth visit and understand anyone present during such telehealth visit will have access to any medical and dental information discussed and, therefore, your confidentiality cannot be guaranteed. By including someone else in your telehealth visit, you understand Asesso is not responsible for any breach of confidentiality made or caused by that person.

25. ALTERNATIVES

As a patient, you have the right to seek alternative forms of medical and dental care, including in-person consultations with an Asesso-affiliated provider or another dental provider. While telehealth may be a convenient and accessible option, it may not be suitable for all dental conditions or concerns. If you have any doubts or questions about the appropriateness of a telehealth visit for your specific dental needs, please discuss this with your provider. They will advise you on the best course of action and may recommend alternative forms of treatment or diagnostic testing. Additionally, you are free to decline the telehealth services offered and seek care elsewhere or in person. By acknowledging this authorization to treatment and telehealth authorization form, you are not waiving your right to seek alternative forms of care.

By acknowledging this form, you acknowledge you have been given the opportunity to ask questions regarding the telehealth technology. You understand telehealth visits will not be the same as an in-person visit due to the fact you will not be in the same physical location as the dental provider at the distant site. You further understand the provider will determine whether telehealth is appropriate for you at that time. You understand you may benefit from telehealth, but that results cannot be guaranteed.

You understand you have the right to withhold or withdraw your consent to the use of telehealth at any time without affecting your right to future care. You may revoke your authorization orally or in writing at any time by contacting Asesso at support@asessohealth.com.

26. CONSENT TO ELECTRONIC COMMUNICATIONS

By providing Asesso your phone number(s) and email address(es), by indicating your communication preferences, and by acknowledging this form, you understand and agree to the use of electronic communication between yourself and Asesso. This includes but is not limited to, the use of audio and video conferencing, exchange of electronic medical and/or dental records, and automated calls, emails and SMS text messages sent to your email and mobile device. These communications may notify you of preventative care, test results, treatment recommendations, outstanding balances, or any other care-related communications from Asesso.

By acknowledging this form, you understand you may voluntarily “opt-in” to receive automated promotional text message/SMS communications from Asesso and its partners by providing your mobile number and agreeing to any additional Terms and Conditions established by your mobile carrier. You understand you can opt out at any time by replying “STOP” to any text message received or by contacting Asesso atsupport@asessohealth.com. By acknowledging this form, you are permitting Asesso to send emails, leave voicemails and/or send text messages related to your care, including but not limited to appointment reminders, after-care summaries, lab results, and other health-related information.

You understand the use of electronic communication may have certain limitations, such as technical difficulties or lack of privacy. You understand the above communication methods may be unencrypted and will be used to communicate with you about Asesso’s services, for your own convenience, and you accept all risks associated with them (including, without limitation, risks of improper exposure of your medical and dental information). You understand if you include any third party in electronic communications between you and Asesso, you grant Asesso permission to communicate your medical and dental information with that third party. You also acknowledge you have read the online Asesso Privacy Notice ([link to Privacy Notice]) and Notice of Privacy Practices ([link to Notice of Privacy Practices]) and read and agree to theAsesso Terms of Service. By acknowledging this form, you understand the potential benefits and risks associated with electronic communication and you are giving your informed consent to use electronic communication as a means of receiving care from Asesso.

You, or your legal representative, certify you have read this form in its entirety, it has been fully explained to you and you understand its contents, and hereby agree to all terms and conditions set forth above and acknowledge the receipt of a copy if requested. You hereby authorize photocopies of this form are to be valid as the original.

27. YOUR PRIVACY RIGHTS

By acknowledging this form, you understand Asesso uses security protocols to protect the confidentiality of your protected health information. Asesso will take all reasonable precautions to keep your personal, medical, and dental information confidential and secure. Any personal information identifying you or containing protected health information will not be disclosed to any third party without your consent, except as authorized by law for the purposes of consultation, treatment, payment/billing, and certain administrative purposes, or as set forth in Asesso Privacy Notice .

Your provider will inform you of who will be present at the provider’s location during the telehealth services and you have the right to exclude anyone from being present, if you so choose. You understand the laws protecting privacy and confidentiality of medical and dental information also apply to telehealth. You understand you have the right to inspect and obtain copies of all information received and recorded during any telehealth session, subject to the policies of the providers involved in your care. You may be charged a fee for copies of records in accordance with applicable federal and state rules.

28. EMERGENCIES

By acknowledging this form, you understand a particular in-person procedure, encounter and/or telehealth service may not be appropriate for every medical or dental condition or emergency situation. You also understand telehealth services are not a substitute for emergency medical or dental care.

In the event of an urgent health issue or concern, you must seek care in-person at a facility or provider equipped to deliver urgent or emergent care. IF YOU EXPERIENCE A MEDICAL OR DENTAL EMERGENCY, YOU MUST CALL 911 OR GO TO THE NEAREST EMERGENCY DEPARTMENT.

You understand Asesso is unable to provide emergency dental care either in-person or via telehealth and, although Asesso-affiliated providers will do their best to provide you with the best care, including making referrals for other recommended medical or dental services and/or urgent or emergency services, you understand it is your responsibility to seek emergency medical or dental care if needed, in particular if you are receiving telehealth services.

PAYMENTS

Please refer to our online Asesso Terms of Service for information relating to payments and billing.

ADDITIONAL DISCLOSURES

You have read and understand the information above and you acknowledge and agree all of your questions have been answered to your satisfaction. You have read, understand and agree to the terms of this form.