MYND ANALYTICS’ PEER TERMS OF USE

These terms of use (“Terms of Use”), together with any terms and conditions in any PEER Report request and documents incorporated herein reference, constitute a legal agreement between you and MYnd Analytics (“the Agreement”), and govern your access and use of the Services (as defined below). MYnd Analytics reserves the right to update or modify these Terms of Use at any time without prior notice to you. Your use of the Services after the Terms of Use have been modified constitutes your acceptance and agreement to be bound by such modified Terms of Use.

Scope of these Terms of Use

References to “MYnd Analytics”, “we”, “us” or “our” in these Terms of Use mean MYnd Analytics, Inc., a Delaware corporation.

Fees and Payments

You agree to pay all fees required to use the Services and obtain PEER reports. We reserve the right to change the fees for any of the Services, including the fee for PEER reports, at any time and without prior notice. If you have provided us with a debit/credit card for payment, you hereby authorize us to bill such debit/credit card for the Services you use, including any PEER Reports that you purchase.

If, for any reason, your debit/credit card company refuses to pay the amount billed for the Services, you agree that we may, at our option, suspend or terminate your use of the Services and require you to pay the overdue amount by other means acceptable to us. You are responsible for all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against MYnd Analytics. MYnd Analytics, Inc. reserves the right to change out-of-pocket expense to the credit card on file.

*Payments, must be made on the day that the Service is provided.   There will be no refunds once Service has been provided.

*Appointments must be canceled at least 48 hours in advance. A no-show fee of $50 will be charged if an appointment is canceled with less than 48 hours notice, except in instances where giving notice was not possible.

Use of Our Data and Other Information

You may use the Services solely in accordance with these Terms of Use and applicable laws and government regulations (including, without limitation HIPAA and export control laws and regulations). You are solely responsible for your compliance with all laws and standards of professional practice applicable to you and the practice of medicine and other relevant health professions.

All of the data and information that we make available through the Services are intended for physicians and other healthcare professionals. We do not provide professional advice or recommend particular treatments or products through the Services. The Services, including any reports obtained are to be used only as adjunctive information and are not to be used without full consideration of all clinical factors, package insert medication information, FDA approved usage and warnings, limitations on use of any agents for patients of any age, pregnancy status, or otherwise, cross toxicities with other medications (psychotropic or otherwise), or any other relevant medical factor reasonably considered by a skilled and experienced physician who treats patients diagnosed with behavioral disorders. You understand that ratings are specific to each agent and no combinatorial ratings are given or implied. The Services nor the PEER reports are not meant to serve as a substitute for the clinical judgment of a healthcare professional and you are solely responsible for independently evaluating and verifying the information obtained from the Services or the PEER reports and for your use or misuse of such information in connection with your treatment decisions or otherwise.

Proprietary Rights

MYnd Analytics owns all right, title and interest in and to its logos and trademarks used in connection with the Services. All other logos and trademarks used in connection with the Services are the property of their respective owners.

In addition, MYnd Analytics owns all right, title and interest in and to (i) the Services and the databases, information, content, software and related systems presented to you through the Services or used in connection with the Services, (ii) all modifications, improvements and derivative works of such databases, information, content, software, and related systems, and (iii) all clinical information and data  which is used and or incorporated, in whole or in part(collectively, the “MYnd Technology”). You acknowledge and agree that the MYnd Technology contains proprietary and confidential information that is protected under U.S. and international intellectual property laws, including copyright, trademarks, trade secrets, service marks, patents or other proprietary rights and laws (“Intellectual Property Rights”). MYnd Analytics owns all right, title and interest in and to the Intellectual Property Rights related to the MYnd Technology, including all modifications, improvements and derivative works of such Intellectual Property Rights.

All copies of the information provided through the Services must include our trademark, copyright and other Intellectual Property Rights notices or disclaimers, and you may not remove any such notices or disclaimers from our materials. We reserve all other rights not granted in these Terms of Use. You agree not to access the Services by any means other than through the interface that is provided by us for use in accessing the Services.

General Practices Regarding Use and Storage

You acknowledge that MYnd Analytics may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that messages, postings or other uploaded Content will be retained by the Services, the maximum number of messages that may be sent from or received by an account on the Services, the maximum size of any message that may be sent from or received by an account on the Services, the maximum disk space that will be allotted on PEER servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You agree that PEER has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Services. You acknowledge that PEER reserves the right to modify these general

practices and limits from time to time.

You agree that MYnd Analytics may preserve any transmittal or communication by you through the Services, or any service offered through the Services, and may disclose that information if legally required to do so or if MYnd Analytics determines that the disclosure is reasonably necessary to enforce these Terms of Use or to protect any rights hereunder or to respond to claims of wrongdoing by others. Please visit our Privacy Policy for our complete policy on what information we collect, how we may use that information and when we share it.

Privacy Policy

Our Privacy Policy, available at http://www.myndanalytics.com/privacy-policy.html is incorporated herein by reference and contains information on how we collect, store and use data and other information that you provide to us. By accessing and using the Services, you agree to the terms of the Privacy Policy and acknowledge and agree that the Privacy Policy forms an integral part of these Terms of Use.

When you use the Services, you may input information or we may automatically collect certain information from you and your device including your precise geolocation, information about your device such as the device type, device ID, operating system, wireless service provider and information about the operation of our application and your usage of our application, including features you used, pages you viewed, and when and for how long you used the application.

We take appropriate measures to protect the information that we receive about you from unauthorized access, disclosure, alteration, or destruction. No method of transmission over the Internet or electronic storage is 100% secure; as a result, we cannot guarantee absolute security. If you have any questions about security, you can contact us at info@myndanalytics.com.

PEER may share aggregated or de-identified information such as statistics about our customers, sales, product usage or traffic patterns, and related website information. This information will not include any information directly identifying you.

Equipment and the Internet

When using the Services, information will be transmitted over a medium that is beyond the control of MYnd Analytics, our licensors or suppliers. You recognize that the traffic of data through the Internet may cause delays during your use of the Services. Accordingly, neither MYnd Analytics, its licensors nor suppliers assume liability for or relating to the Internet issues, or delay, failure, interruption or corruption of any data or other information transmitted in connection with your use of the Services. You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed to access the Services and all charges related to the same. You also accept that the Services may not be available on a

continual basis due to Internet delays or delays caused by our upgrading, modification, or maintenance of the PEER. We disclaim any and all liability arising from your inability to access the Services.

Laws that Govern these Terms of Use

We control those components of the Services made available through our respective websites from our offices within the State of California in the U.S. The Services are to be used only in the U.S. Since the laws of each state or country able to access the Services may differ, by accessing the Services, you agree that the statutes and laws of the State of California, without regard to choice of laws principles, will apply to all matters relating to the use of the Services. We make no representation that materials made available through the Services are appropriate or available for use in locations outside the U.S. If you access the Services from outside the U.S., you are responsible for compliance with the laws of your jurisdiction. Accessing the Services from territories where their contents are illegal is prohibited.

Mediation and Arbitration

We may take any legal action we think is appropriate to remedy any breach of these Terms of Use or misuse of the Services. If there is any dispute between you and us concerning these Terms of Use or your use of the Services, you agree to submit the dispute to non-binding mediation, followed by binding arbitration. Both the mediation and the arbitration will be governed under the rules of the American Arbitration Association, and the venue for the arbitration will be California.

Indemnity

You agree to indemnify and hold harmless MYnd Analytics from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of or relating to (i) your uploading, storing, or transferring of patient information using the PEER, (ii) any breach by you of these Terms of Use and (iii) any misuse of the Services or the PEER reports,.

Termination, Modification and Waiver

We reserve the right, without prior notice, to discontinue, temporarily or permanently, the Services (or any part thereof) or eliminate your account, any associated email address, and remove any information you uploaded or provided to the Services with or without notice and for any reason. The basis for any such termination shall include, but is not be limited to, (a) breaches or violations of these Terms of Use or misuse of the Services, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) your engagement in fraudulent or illegal activities. You agree that all terminations shall be made at our sole discretion, and neither we nor our licensors shall be liable to you or any third party for any termination of your account, any associated email address, or access to the Services or any portion thereof. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such terms or any other term.

Confidentiality

You agree to maintain the confidentiality of our confidential information. For purposes of these Terms of Use, the term “confidential information” means all portions of the Services and all MYnd Technology that are not already known to the public.

Survival

These Terms of Use shall survive any termination of the Services except for your license to access and use the Services.

Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND INFORMATION INCLUDED THEREIN AND THE PEER REPORTS ARE PROVIDED ON AN “AS IS” BASIS. WE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, NON- INFRINGEMENT OF THIRD PARTIES’ RIGHTS, FITNESS FOR PARTICULAR PURPOSE AND THAT THE SERVICES WILL

MEET YOUR REQUIREMENTS AS AN END USER OF THE SERVICES. NEITHER MYND

ANALYTICS NOR ITS LICENSORS OR SUPPLIERS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU THAT YOU ARE SOLELY RESPONSIBLE FOR (AND WE ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) THE DECISIONS MADE BASED ON USE OF OUR SITE, RELATED MATERIALS OR THE SERVICES, OR ANY EFFECTS THAT MAY RESULT FROM SUCH USE. WE MAKE NO WARRANTIES TO ANY THIRD PARTY.

The PEER website may contain links to other websites that are not operated by or related to MYND Analytics. We are not responsible for the content, accuracy or opinions expressed in such third party websites, and we do not investigate, monitor, or check these websites for accuracy or completeness. The inclusion of any linked website on the PEER website does not imply approval or endorsement of the linked website by MYND Analytics. You are using any third-party website at your own risk.

 

MYnd Analytics, Inc. and its whole owned subsidiary Arcadian Telepsychiatry Services LLC are affiliated with several professional medical corporations. Any of these companies could be providing services to the Patient.

Limitation of Liability

In no event will we or any third parties mentioned on the PEER website be liable for any damages (including, without limitation, incidental, consequential and special damages, personal injury/wrongful death, lost profits for sequence, accuracy or completeness of information included in the Services or in the PEER reports, or damages resulting from lost data or business interruption) resulting from the use of, misuse of, inability to use or interpretation of the information contained in the PEER website or obtained through the use of the Services or the PEER reports, whether based on warranty, contract, tort, or any other legal theory, and whether or not we, or any third parties mentioned within the Services or the PEER reports are advised of the possibility of such damages. We or any third parties mentioned within the Services or the PEER reports shall be liable only to the extent of actual damages incurred by you, not to exceed U.S. $1,000. We or any third parties mentioned within the Services or the PEER reports are not liable for any personal injury, including death, caused by your use or misuse of the Services or the PEER reports or any information contained therein. Any claims arising in connection with your use of the Services or the PEER reports must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these Terms of Use are exclusive. The limitations of damages set forth above are fundamental elements of the basis of the bargain between us and you and you would not be provided with access to the Services or the PEER report absent the inclusion of this clause in these Terms of Use.

Assignment

You may not assign or transfer your PEER account, your access to the Services or your obligations under these Terms of Use, by operation of law or otherwise, without MYnd Analytics’ prior written consent. Any attempt by you to assign or transfer your PEER account, your access to the Services or your obligations under these Terms of Use, without such consent, will be null and of no effect. MYnd Analytics may assign or transfer its rights and obligations under these Terms of Use, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Complete Agreement and Severability

The Agreement as defined above including these Terms of Use constitutes the entire agreement between you and MYnd Analytics with respect to your use (and prior use) of the Services. If any provision of these Terms of Use is deemed to be unenforceable as written by a court of competent jurisdiction, the parties intend that such provision shall be modified to the extent necessary to make the provision enforceable. If the provision cannot be modified in this manner to make it enforceable, the parties intend that the provision shall be removed and the remaining provisions shall remain in full force and effect.

Questions or Concerns about Our Terms of Use

For questions or concerns about these Terms of Use, please send an email to customersupport@myndanalytics.com.

Date of Last Revision: April 6, 2018.

Copyright 2017 MYnd Analytics