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TERMS OF SERVICE

TERMS OF SERVICE

Effective Date: March 15, 2022

Welcome to the Terms of Service for Teladoc Services (this “Agreement”). The
Teladoc Services are owned by Teladoc Health, Inc, and its affiliates and
subsidiaries and are operated by those subsidiaries or affiliates involved in
providing and supporting the Teladoc Services for which you are enrolled
(collectively, “We,” “Our” or “Teladoc”). Please read this Agreement carefully
before using any of the Teladoc Services. By accessing or using any of the
Teladoc Services, You agree to be bound by this “Agreement”, which is a legally
enforceable agreement between Teladoc and You, the individual (“You” or “Your”).
Throughout the Agreement, “Teladoc Services” refers to the specific Teladoc
Service that You have enrolled in or have scheduled a consultation through and
not any of the other Teladoc Services that are described in this Agreement. This
Agreement is in addition to, and not in lieu of, any additional documentation
you may be required to agree to has part of the Teladoc Services.

1. TELADOC SERVICES

This Agreement applies to Your use of any of the Teladoc Services in which You
are enrolled and as further described below.

a) Telehealth Consultations (including General Medical, Behavioral Health,
Dermatology, Nutrition, and Primary 360):

 * Toll free access to telephone or web-based video consultations with a
   physician licensed in Your state, if required, including board certified
   specialists

 * Physician consultations may provide diagnoses, recommend therapy, and
   potentially provide non-DEA controlled prescriptions

b) The Livongo Programs:

Depending on your eligibility, you may have access to a combination of the
Livongo Programs described below.

 * Livongo for Diabetes Program. This program includes the following products,
   services and content:
   
   i. Livongo for Diabetes connected blood glucose meter and compatible testing
   strips
   ii. Lancing device
   iii. Lancets
   iv. Control solution
   v. Carrying case
   vi. Personalized web portal access
   vii. Diabetes education
   viii. 24/7 support
   ix. Access to Livongo’s expert coaches for diabetes education and support

 * Livongo for Hypertension Program. This program includes the following
   products, services, and content:
   
   i. Livongo for Hypertension connected blood pressure monitor and cuff
   ii. Carrying case
   iii. Personalized web portal access
   iv. Hypertension education
   v. 24/7 support
   vi. Access to Livongo’s expert coaches for hypertension education and support

 * StepIn with Livongo and Express Scripts Program. This program is subject to
   Your enrollment through Your Express Scripts pharmacy benefit and includes
   the following products, services, and content:
   
   i. Livongo digital, cellular scale
   ii. Mobile application for tracking healthy lifestyle behaviors
   iii. Diabetes prevention education and online resources
   iv. Access to Livongo’s expert coaches for diabetes prevention education and
   support

 * Livongo for Weight Management Program or Livongo for Diabetes Prevention
   Program. This program includes the following products, services, and content
   
   i. Livongo digital, cellular scale
   ii. Mobile application for tracking healthy lifestyle behaviors
   iii. Diabetes prevention education and online resources
   iv. Access to Livongo’s expert coaches for diabetes prevention education and
   support

 * Livongo Heart Failure Program. Depending on Your eligibility, and if You have
   a diagnosis of heart failure, you may be offered:
   
   i. Livongo connected blood pressure monitor and cuff (including carrying
   case)
   ii. Livongo digital, cellular scale
   iii. Personalized web portal access
   iv. Heart failure education, including access to expert coaches
   v. 24/7 support
   vi. MyStrength Program/Livongo for Behavioral Health (if You are over the age
   of age 13)
   vii. Livongo for Diabetes Program (if You have a diagnosis of diabetes).

c) MyStrength Program /Livongo for Behavioral Health (“MyStrength Programs”):

 * Access to the MyStrength mobile application and online platform, which
   includes tailored behavioral health content

 * Depending on Your subscription, You may be able to interact asynchronously
   with Coaches, Guides or crisis managers that offer education, preventative,
   and lifestyle management services

 * Depending on Your subscription, licensed mental health professionals may be
   available to You via the Telehealth services described in this Agreement (You
   will be subject to applicable consultation fees when utilizing this portion
   of the MyStrength Program).

d) Expert Medical Services: The availability of a toll-free number, web portal,
and mobile app to access the following, depending on Your subscription:

 * “Find a Doctor” that will help You identify one or more physicians in Your
   geographic region from Teladoc’s Global Expert Panel and other physicians
   based on the Your specific condition

 * “Expert Medical Opinion” can provide You with a written report of Your
   provided medical records and information or answer questions related to an
   established diagnosis

 * “Critical Case Support” is an Expert Medical Opinion if You are in an
   in-patient medical setting experiencing a traumatic or catastrophic event
   such as traumatic brain injury, spinal cord injury, multi-organ failure,
   serious burns, or premature birth

 * “Treatment Decision Support” or "TDS" provides You with health coaching and
   on-line educational modules to support shared decision making for preference
   sensitive conditions

 * “Medical Records eSummary” can collect all of Your medical records, prepare a
   summary of the records, and provide You with written suggestions to address
   Your health issues in the coming 12-18 months.

 * “Mental Health Navigator” can collaborate with, and support, You and Your
   treating providers to enable a more accurate diagnosis, optimal treatment
   pathway, and better coordination of care to generate better outcomes,
   including providing clinical resources and a detailed action plan

Features and specifications of the Teladoc Services described or depicted herein
are subject to change at any time without notice. The physical equipment and
supplies provided for the Livongo Programs shall be collectively, the “Livongo
Equipment & Supplies”.

2. NO MEDICAL ADVICE

Although they are health services, the Livongo Programs, MyStrength Programs and
Expert Medical Services (“Non-Advice Programs”) do not offer medical advice and
do not create a doctor patient relationship between you and Teladoc. Any
services provided or content accessed within the Non- Advice Programs, are for
informational purposes only, and are not intended to cover all possible uses,
directions, precautions, drug interactions, or adverse effects. This includes,
but is not limited to, the information provided by Livongo coaches or MyStrength
guides or Medical Experts in response to questions You may submit or inquired
during a session, chat, or other interaction. The content should not be used
during a medical emergency or for the diagnosis or treatment of any medical
condition. Please consult Your doctor or other qualified health care provider if
You have any questions about a medical condition, or before taking any drug,
changing Your diet, or commencing or discontinuing any course of treatment. Do
not ignore or delay obtaining professional medical advice because of information
accessed through the Non-Advice Programs. Call 911 or Your doctor for all
medical emergencies. TELADOC IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE
OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS THAT YOU
MAY OBTAIN THROUGH THE LIVONGO PROGRAMS OR MYSTRENGTH.

The Livongo Programs and MyStrength Programs do not provide medical advice,
diagnosis or treatment. Coaches and Guides are not licensed mental health
professionals. Mental health consultations provided under the Livongo Programs
or MyStrength Programs are performed by licensed mental health professionals
employed by or contracted with Teladoc Health Medical Group, PA.

3. YOUR ACCOUNT AND YOUR USE OF THE TELADOC SERVICES

You must provide accurate and complete registration information any time You
register to use the Teladoc Services. It is Your responsibility to provide Us
with a true, accurate, and complete e-mail address, physical mailing address,
and other information related to Your account(s), and to maintain and update
promptly any changes in this information.

You are responsible for maintaining the confidentiality and security of Your
password and account, and You are fully responsible for all activities that
occur under Your password or account. You agree to (a) immediately notify
Teladoc of any unauthorized use of Your password or account or any other breach
of security, and (b) ensure that You exit from Your account at the end of each
session. Teladoc shall not be liable for any loss or damage arising from Your
failure to comply with this Agreement.

The following actions are expressly prohibited in relation to Your username and
password:

 * Sharing, disclosing, permitting access to or otherwise facilitating the use
   by any person of Your username and password;

 * Using the username and password to cache the Teladoc Services in such a
   manner as to be accessible by persons who have not registered with Teladoc;
   or

 * Using the username and password to permit multiple persons access to the
   Teladoc Services through a local or wide area network.

If You have forgotten Your username or password, We will use an email address
provided by You to send Your username or temporary password. You understand that
others using the same email address will be able to gain access to Your account
information, but only if they provide the correct answers to Your security
questions.

Your use of the Teladoc Services and any content accessed through the Teladoc
Services must comply with all applicable laws, regulations, and ordinances,
including any laws regarding the export of data or software. You must be at
least 18 years old to register and use the Teladoc Services, or You must be the
parent or legal guardian for someone under age 18 who is enrolled in the Teladoc
Services. You may not interfere with or disrupt the proper operation of the
Teladoc Services.

If You use mobile services to enter and maintain Your personal information, You
understand that You are responsible for safeguarding and securing Your mobile
device and the associated credentials (such as username and password). If You
leave Your mobile device unattended, or if it is lost or stolen, You understand
that Your personal information may be accessible to others. To protect Your
confidential health information, it is good practice to enable a touch ID,
fingerprint ID, or passcode on Your smartphone.

In using the Teladoc Services, You agree not to:

 * Send or otherwise transmit to or through the Teladoc Services any unlawful,
   infringing, harmful, harassing, defamatory, threatening, hateful or otherwise
   objectionable material of any kind, any material that can cause harm or delay
   to the Teladoc Services or computers of any kind, and any unsolicited
   advertising, solicitation or promotional materials;

 * Misrepresent Your identity or affiliation in any way;

 * Restrict or inhibit any person from using the Teladoc Services, disclose
   personal information obtained from the Teladoc Services or collect
   information about other users of the Teladoc Services;

 * Reverse engineer, disassemble or decompile any section or technology of the
   Teladoc Services, or attempt to do any of the foregoing;

 * Gain unauthorized access to the Teladoc Services, to other users' accounts,
   names, personally identifiable information or other information, or to other
   computers or websites connected or linked to the Teladoc Services;

 * Launch or use any automated system, including without limitation, "robots,"
   "spiders," or "offline readers," that access the Teladoc Services in a manner
   that sends more request messages to our servers in a given period of time
   than a human can reasonably produce in the same period by using a
   conventional web browser;

 * Send or otherwise transmit to or through the Teladoc Services chain letters,
   unsolicited messages, so-called "spamming" or "phishing" messages, or
   messages marketing or advertising goods and services;

 * Post, transmit or otherwise make available any virus, worm, spyware or any
   other computer code, file or program that may or is intended to damage or
   hijack the operation of any hardware, software or telecommunications
   equipment;

 * Violate any applicable laws or regulations in any way;

 * Alter or modify any part of the content or services offered on or through the
   Teladoc Services;

 * Allow any other person to use the Teladoc Services with your registration or
   login information;

 * Breach or otherwise circumvent Teladoc's security or authentication measures;
   or

 * Assist or permit any persons in engaging in any of the activities described
   above.

4. USE OF YOUR INFORMATION/PRIVACY POLICY AND PRACTICES/FEEDBACK

If You create, transmit, or display information while using the Teladoc
Services, You may provide only information that You own or have the right to
use. Teladoc will only use information You provide as permitted by the Teladoc
Notice of Privacy Practices. The Teladoc Notice of Privacy Practices identifies
the information We collect through the Teladoc Services, the steps We take to
protect it, and Your rights regarding how that information is used and
disclosed.

If You interact with Teladoc’s public facing websites, information collected
through those websites is governed by Our Web and Mobile Privacy Policy.

Teladoc may contact You regarding information about a Teladoc Services. You
acknowledge and consent to receive communications by, but not limited to, email,
regular mail, manual or automated text message or SMS, MMS, push notification or
in-app message, manual or automated telephone calls, or other reasonable means
now known or hereafter developed regarding Your healthcare and other services
through the contact information You have provided, including Your wireless
number. You acknowledge that You may be charged for such calls by Your wireless
carrier.

Teladoc may record inbound and outbound calls for quality monitoring and
training purposes. You acknowledge and consent to the recording of phone calls
between You and Teladoc. You may request the call not be recorded.

If You provide suggestions, ideas, feedback, or recommendations (“Feedback”) to
Teladoc, We are free to use, disclose, reproduce, license, or otherwise
distribute, and exploit the Feedback as Teladoc sees fit, without an obligation
or restriction of any kind to You.

5. INTELLECTUAL PROPERTY

TThe Teladoc Services are owned by Teladoc Health, Inc. We grant to You, for
Your personal purposes only, a nonexclusive, limited and revocable right to
access and use the Teladoc Services during the paid subscription term of the
Teladoc Services in which are You enrolled, so long as You comply with the terms
of this Agreement. You agree not to use the Teladoc Services for any other
purpose, including commercial purposes, such as co-branding, framing, linking,
or reselling any portion of the Teladoc Services without Our prior written
consent.

All materials available through the Teladoc Services may be accessed,
downloaded, or printed for the noncommercial purpose and solely within the scope
allowable by this Agreement. No other use of these materials may be made without
express written permission of Teladoc. Any unauthorized use of the words or
images from the Teladoc Services may violate copyright laws, trademark laws, the
laws of privacy and publicity, and civil and criminal statutes.

The Teladoc Services include materials that are derived in whole or in part from
materials that are copyrighted, including the format and layout of the Teladoc
Services. The copyrights are owned by Teladoc, or for licensed content, the
content providers.

None of the names, trademarks, service marks and logos of Teladoc or third
parties appearing within the Teladoc Services may be used in any advertising,
publicity, or otherwise to indicate Teladoc’s or such third party’s sponsorship
of or affiliation with any product or service without express written permission
of Teladoc or such third party. Nothing contained within the Teladoc Services
should be construed as granting, by implication, estoppel, waiver or otherwise,
any license or right of use to any trademark displayed on or through the Teladoc
Services without the written permission of Livongo or the third-party owner of
the trademark, if any. The Teladoc Services may contain other proprietary
notices and copyright information, the terms of which must be observed and
followed by You.

6. TERMS OF SALE FOR DIRECT ENROLLMENT TO THE LIVONGO FOR DIABETES PROGRAM

This Section 6 applies if You are enrolling for the Livongo for Diabetes Program
directly with Us, and not pursuant to a health benefits plan or program offered
by an employer, healthcare provider, or insurer.

By directly enrolling in the Livongo for Diabetes Program (an "Enrollment
Order"), You are agreeing to purchase the products and services as stated in
Section 1(a) and subject to the following terms and conditions. All Enrollment
Orders are subject to availability of applicable Livongo Equipment and Supplies
and confirmation of the Enrollment Order price.

Dispatch times may vary according to availability and subject to any delays
resulting from courier delays or force majeure for which We will not be
responsible.

In order to submit an Enrollment Order and contract with Livongo, You must be
over 18 years of age and possess a valid credit or debit card issued by a bank
acceptable to Us. If Your Enrollment Order is accepted, We will inform You by
email and We will confirm Your Enrollment Order for the Livongo for Diabetes
Program. When placing an Enrollment Order, You undertake that all details You
provide to Us are true and accurate, that You are an authorized user of the
credit or debit card used to place Your Enrollment Order and that there are
sufficient funds to cover the cost of the Livongo for Diabetes Program
Enrollment Order price. All prices advertised are subject to change.

(a) Our Contract. When You place an Enrollment Order, You will receive an
acknowledgement e-mail confirming receipt of Your Enrollment Order. This email
will only be an acknowledgement and will not constitute acceptance of Your
Enrollment Order. A contract between us will not be formed until we send You
confirmation by e-mail that the products for the Livongo for Diabetes Program
have been dispatched to You. Only those goods listed in the confirmation e-mail
sent at the time of dispatch will be included in the contract formed. You may
cancel or terminate Your enrollment for the Livongo for Diabetes Program at any
time. Likewise, We may cancel or terminate Your enrollment in the Livongo for
Diabetes Program, at any time.

(b) Pricing and Availability. While we try to ensure that all details,
descriptions and prices which appear on this website are accurate, errors may
occur. If we discover an error in the price of the Livongo for Diabetes Program,
we will inform You of this as soon as possible and give You the option of
reconfirming Your Enrollment Order at the correct price or cancelling it. If we
are unable to contact You, we will treat the Enrollment Order as cancelled. If
You cancel and You have already paid for the Livongo for Diabetes Program, You
will receive a full refund.

(c) Fees. You will pay to Livongo fees in connection with the Livongo for
Diabetes Program ("Subscription Fees"). Subscription Fees shall be as described
in connection with purchase to use the Livongo for Diabetes Program. All
Subscription Fees are due at the beginning of each subscription term and Livongo
will charge the method of payment You provide in the amount of the Subscription
Fees. Subscription Fees do not include taxes, duties, levies, tariffs, and other
governmental charges (including, without limitation, VAT) (collectively,
"Taxes"). You shall be responsible for payment of all Taxes and any related
interest and/or penalties resulting from any payments made hereunder, other than
any taxes based on Livongo's net income.

7. RIGHT TO CHANGE TERMS OF SERVICE

Teladoc may, at any time and from time to time, amend this Agreement. Any
changes to this Agreement will be effective immediately upon posting of the
changed Terms of Service. You agree to review the Terms of Service periodically
and Your use of the Teladoc Services following any such change constitutes Your
agreement to follow and be bound by this Agreement as amended.

8. COMPUTER EQUIPMENT; BROWSER ACCESS AND INTERNET SERVICES

With the exception of the Livongo Equipment & Supplies, You are responsible for
obtaining, installing, maintaining and operating all software, hardware or other
equipment (collectively, "Systems") necessary for You to access and use the
Teladoc Services. This responsibility includes, without limitation, Your
utilizing up to date web-browsers and the best commercially available
encryption, antivirus, anti-spyware, and internet security software. You are
additionally responsible for obtaining Internet services via the Internet
service provider of Your choice, for any and all fees imposed by such Internet
service provider, and any associated communications service provider charges.
You acknowledge that there are certain security, corruption, transmission error,
and access availability risks associated with using open networks such as the
Internet, and You hereby expressly assume such risks. You acknowledge that You
are responsible for the data security of the Systems used to access the Teladoc
Services, and for the transmission and receipt of information using such
Systems. You acknowledge that You have requested access to the specific Teladoc
Services for Your convenience, have made Your own independent assessment of the
adequacy of the Internet and Systems, and that You are satisfied with that
assessment. We are not responsible for any errors or problems that arise from
the malfunction or failure of the Internet or Your System.

9. CONTENT AND SERVICES ACCESSED THROUGH THE TELADOC SERVICES

You may choose to allow a third-party service provider (such as a Personal
Health Record provider, health care providers, and any other entity chosen by
You) to retrieve, provide, modify or otherwise use health and other information
in Your account or otherwise share Your information with the service provider.
Once You permit a specific third-party service provider to access Your account,
such service provider may continue to access Your account until You
affirmatively disable access. It is Your sole responsibility to review and
approve each such third-party service before sharing Your information through or
otherwise accessing it. USE OF THESE SERVICES AND RELIANCE ON THIS CONTENT IS
SOLELY AT YOUR OWN RISK. TELADOC MAY NOT BE HELD LIABLE FOR ANY DAMAGES ARISING
OUT OF OR RELATED TO YOUR USE OF ANY THIRD-PARTY SERVICE OR CONTENT.

10. LINKS TO OTHER SITES

The Teladoc Services may contain third party-owned content (e.g., articles, data
feeds, abstracts, etc.) and may also include hypertext links to third
party-owned web sites. We provide such third-party content and links as a
courtesy to Our members. We have no control over any third-party owned web sites
or content referenced, accessed by or available through the Teladoc Services
and, therefore, we do not endorse, sponsor, recommend or otherwise accept any
responsibility for such third-party web sites or content or for the availability
of such web sites. Any views expressed by third parties on the Websites and
Platforms are solely the views of such third party and Teladoc Health assumes no
responsibility for the accuracy or veracity of any statement made by such third
party. IN PARTICULAR, WE DO NOT ACCEPT ANY LIABILITY ARISING OUT OF ANY
ALLEGATION THAT ANY THIRD-PARTYOWNED CONTENT (WHETHER PUBLISHED IN THE TELADOC
SERVICES, OR ANY OTHER, WEB SITE) INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF
ANY PERSON OR ANY LIABILITY ARISING OUT OF ANY INFORMATION OR OPINION CONTAINED
ON SUCH THIRD-PARTY WEB SITE OR CONTENT. If You click on links to third-party
sites from Livongo, You should consult the policy statements of each site You
visit.

11. SMS TEXT MESSAGING AND EMAIL MESSAGING

The Teladoc Services may enable communication between Teladoc and You by means
of SMS text messages to and from Your mobile device. Teladoc will only use
information You provide via SMS message as permitted by the privacy documents
referenced above and applicable law.

Teladoc’s SMS messaging is supported by the following mobile operators:
T-Mobile, AT&T, Verizon Wireless, Sprint, Nextel, Boost, Metro PCS and others.
If Your mobile operator is not supported, You will not receive a reply to Your
messages. Pre-paid cellphone users may not be able to participate – check with
Your mobile operator. Your mobile operator may charge standard and other text
messaging fees for text messages sent and received. Neither Teladoc nor the
mobile operators listed above shall be liable for delayed or undelivered
messages.

Message frequency is recurring/ongoing based on Your preferences as indicated
under “Communication Preferences” in Your account. Text STOP at any time to end
a conversation using the SMS text service. You may continue to receive other SMS
messages in which you are enrolled.

SMS text messaging is not required as a condition of registering for or using
the Teladoc Services. If You do receive SMS text messages, You acknowledge that
such messages will be sent to the phone number You provide to Teladoc. Such
messages may include protected health information (PHI) based on Your account
preferences, and whoever has access to devices connected to that number will
also be able to see this information. Additionally, You acknowledge that emails
and SMS text messages may not be a secure method of communication and that they
are sent through an unencrypted method of communication and that information
contained in an unencrypted message is at risk of being intercepted and read by,
or disclosed to, unauthorized third parties, such as Your mobile operator’s SMS
text messaging system.

Message and data rates may apply.

The Teladoc Services also offers access to messages via email. You acknowledge
that communications will be sent to the email address You provide to Teladoc.
Such alerts may include PHI based on Your account preferences, and whoever has
access to the email address will also be able to see this information.
Additionally, You acknowledge that email may not be a secure method of
communication and that they may be sent through an unencrypted method of
communication and that information contained in an unencrypted e-mail is at risk
of being intercepted and read by, or disclosed to, unauthorized third parties,
such as Your email service provider.

By enrolling to receive Teladoc SMS messages and/or email communications, You
agree to this Agreement, which becomes effective upon Your enrollment.

12. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

THE TELADOC SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED. TELADOC, ITS CLIENTS AND ITS SUPPLIERS DISCLAIM
ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE INFORMATION, SERVICES AND
MATERIALS CONTAINED ON THE TELADOC SERVICES, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT. YOUR USE OF THE TELADOC SERVICES ARE AT YOUR OWN RISK. ACCESS TO
THE TELADOC SERVICES MAY BE INTERRUPTED AND INFORMATION, SERVICES, AND MATERIALS
MAY NOT BE ERROR-FREE. NONE OF TELADOC, ITS AFFILIATES, ITS CLIENTS, ITS
SUPPLIERS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE
TELADOC SERVICES OR THE INFORMATION, SERVICES, AND MATERIALS CONTAINED THEREIN
ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR
USEFULNESS OF ANY INFORMATION, SERVICES AND MATERIALS PROVIDED ON THE TELADOC
SERVICES; THEY ALSO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE
OF, OR INABILITY TO USE, THE TELADOC SERVICES, OR YOUR INABILITY TO USE THE
TELADOC SERVICES FOR ANY REASON. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS
SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE TELADOC
SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS. PLEASE NOTE THAT
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND
THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

13. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Teladoc, its clients, and its
suppliers and their respective affiliates, employees, officers, directors,
agents, servants, shareholders, and representatives of each from any liability,
loss, claim, suit, damage, and expense (including reasonable attorneys' fees and
expenses) related to (i) Your violation of this Agreement, (ii) Your use, or
misuse, of the Teladoc Services, and/or (iii) Your posting of material to the
Teladoc Services.

14. APPLICABLE LAW

This Agreement and the resolution of any and all disputes related to this
Agreement shall be construed in accordance with the laws of the State of New
York. Any dispute between Teladoc and You related to this Agreement shall be
resolved exclusively by the state and federal courts of the State of New York.

The Teladoc Services can be accessed from the United States. Since the laws of
each State or country may differ, You agree that the statutes and laws of the
State of New York, without regard to any principles of conflicts of law, will
apply to any and all matters relating to the use of the Teladoc Services.

This Agreement is not governed by the United Nations Convention on Contracts for
the International Sale of Goods, the application of which is hereby expressly
excluded.

15. MODIFICATION AND TERMINATION OF THE TELADOC SERVICES

Teladoc reserves the right to terminate accounts for any reason it deems
appropriate including, but not limited to, a belief that Your conduct or Your
use of the Teladoc Services violates applicable laws or is harmful to the
interests of Teladoc or any other users. Teladoc also may place limits on,
modify, suspend or terminate the Teladoc Services generally, and may suspend or
terminate Your use of the Teladoc Services if You fail to comply with this
Agreement or otherwise in accordance with Teladoc’s internal policies. This
suspension or termination may delete Your information, files, and other
previously available content. If Teladoc terminates the Teladoc Services or Your
use of the Teladoc Services, this Agreement will also terminate, but Sections 2,
3, 4, 5, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 shall continue to be
effective after this Agreement is terminated.

16. MEDICARE TERMS

If You are receiving and utilizing the Livongo for Diabetes Program through
Medicare, including Medicare health plan such as Medicare Advantage, the
following terms will apply to Your usage of the Livongo for Diabetes Program
blood glucose device and supplies:

(a) The Livongo for Diabetes Program device and supplies provided to You are
subject to the supplier standards concerning business professional and
operational matters, that are contained in the Federal Regulations as stated in
43 Code of Federal Regulations Section 424.57(c). The full text of the standards
can be found at http://www.ecfr.gov by searching Title 42 – Chapter IV –
Subchapter B – Part 424 – Subpart §424.57 Livongo will provide You with a
written copy of the standards if You request them in writing.

17. RIGHTS AND RESPONSIBILITIES

(a) As a member in the Livongo Programs, You have the following rights in
addition to all other terms as stated herein:

  (i) to have one’s property and person treated with respect, consideration, and
recognition of client/member dignity and individuality;/   (ii) to receive
considerate, respectful and compassionate service regardless of Your age,
gender, race, national origin, religion, sexual orientation, gender identity, or
disabilities; to be free from mistreatment, neglect, or verbal, mental, sexual,
and physical abuse, including injuries of unknown source, and misappropriation
of client/member property;/   (iii) to appoint a designee, if You so desire, to
speak on Your behalf and to make decisions on Your behalf as it pertains to Your
Membership in the Livongo Program;/   (iv) to request restrictions on certain
uses and disclosures of protected health information with the understanding that
Livongo is not required to agree to a requested restriction after review of the
request;
  (v) to inspect and copy protected health information;
  (vi) to receive an accounting of protected health information disclosures;
  (vii) to request amendment of protected health information;
  (viii) to be informed of any charges for the Livongo Programs covered by Your
insurance and those to be paid by You and related billing method;
  (ix) to receive the Livongo Program devices in a timely manner from Livongo
under contract or in accordance with Medicare’s or the health plan’s operational
policy;
  (x) to make informed decisions about Your care, including receive information
about the Livongo Programs, staff qualifications, any changes to a Livongo
Program and any potential risks for discontinuing a Livongo Program;
  (xi) to be notified by Livongo in advance when the Livongo Program will be
discontinued and the reason why;
  (xii) to be referred to another provider organization if Livongo is not able
to meet Your needs or if You are not satisfied with any Livongo Program;
  (xiii) to opt out or cancel membership at any time;
  (xvi) to voice grievances/complaints, via the contact information listed
below, regarding treatment or care or lack of respect of property, or recommend
changes in policy, personnel, or care/service without restraint, interference,
coercion, discrimination, or reprisal and without fear of termination of a
Livongo Program;
  (xv) to have grievances/complaints regarding treatment or care that is (or
fails to be) furnished, or lack of respect of property investigated; and
  (xvi) to voice grievances/complaints, via the contact information listed
below, regarding treatment or care or lack of respect of property, or recommend
changes in policy, personnel, or care/service without restraint, interference,
coercion, discrimination, or reprisal and without fear of termination of a
Livongo Program;
  (xvii) to have grievances/complaints regarding treatment or care that is (or
fails to be) furnished, lack of respect of property investigated; or to provide
feedback
  a. contact Livongo Member support at (800) 945-4355 24 hours a day or TTY at
711,
  b. email at grievances@teladochealth.com;
  c. Within 5 days of receiving a grievance we will notify you wither oral,
telephone, email or via letter that your grievance has been received and is
being investigated
  d. Within 14 days, you will receive written notification of the results of the
investigation. If the investigation is incomplete, you will be notified of the
of the status of the investigation and when the investigation is complete.

  (xviii) to be notified of contact information:
  a. for Livongo Member Support at (800) 945-4355 24 hours a day or email at
membersupport@livongo.com;
  b. the Medicare Complaint Hotline number (1-800-MEDICARE) or website
https://www.medicare.gov/MedicareComplaintForm/home.aspx;
  c. the Accreditation Commission for Health Care (ACHC) Complaints Department
number (855) 937-2242 ;and
  (xix) to be fully informed of one’s responsibilities.
  (xx) To know which staff are responsible for managing your services and from
whom to request a change
  (xxi) to be informed of the hours of operations:
  a. Member Support is available 24 hours a day/ 7 days a week,
  b. Regular business hours are 9:00 am – 5:00 pm CST.
  c. Regular Coaching services are available in all time zones as follows:
  i. Monday through Thursday, 7:00 am – 9:00 pm,
  ii. Friday, 7:00 am – 5:00 pm,
  iii. Saturday 7:00 am – 3:30 pm.
  d. Diabetes Response Specialists for Diabetes alerts are operational 24 hours
a day/7 day a week

(b) As a member in the Livongo Program and receiving Livongo Equipment &
Supplies, You have the following responsibilities, in addition to all the other
responsibility You have as stated in this Agreement:

  (i) to notify Livongo immediately of any equipment malfunctions and damages;
  (ii) to notify Livongo promptly of any changes in insurance, Medicare
coverage, and/or Your home address or telephone;
  (iii) to notify us of any equipment that is lost or stolen while in Your
possession and pay for replacement;
  (iv) to pay for equipment and/or service, in which Your insurance
company/companies does not pay, as well as any applicable copayments and/or
deductibles for which You are responsible for;
  (v) to carry out mutually agreed responsibilities, including the proper care
and maintenance of the Livongo Equipment & Supplies; and
  (vi) to notify us of changes in Your condition and to advise us of any
problems or dissatisfaction with the Livongo Equipment & Supplies.

(c) As a member in the Livongo Programs, You have the following responsibilities
in addition to all other terms as stated herein:

  (i) to provide complete and accurate information, including Your full name,
address, home telephone number, date of birth, insurance carrier and employer,
when it is required;
  (ii) to provide complete and accurate information about Your health and
medication history, when it is required;
  (iii) to ask questions when You do not understand information or instructions;
  (iv) to actively participate in the management of Your health;
  (v) to treat all Livongo staff with courtesy and respect and abide by all
Livongo Program guidelines;
  (vi) to provide complete and accurate information about Your health insurance
coverage and to pay Your bills in a timely manner;
  (vii) to pay all amounts if enrolled in the Direct Enrollment Programs, that
are not covered by Your insurer(s) including applicable co-payments and/ or
deductible for which You are responsible.
  (viii) To notify Livongo if you chose to disenroll from the program

18. ASSIGNMENT

These Terms and Conditions are personal to you, and are not assignable,
transferable, or sublicensable by you except with Teladoc Health's prior written
consent. Teladoc Health may assign, transfer, or delegate any of its rights and
obligations hereunder without your consent.

19. GENERAL LEGAL TERMS

You will not use any of the Teladoc Services, in a manner inconsistent with (i)
this Agreement, or (ii) any applicable laws and regulations.

If You have not signed a separate written agreement with Teladoc related to the
Teladoc Services, this Agreement is the entire agreement between You and Teladoc
related to the Teladoc Services, replacing any prior agreements. If there is any
conflict between this Agreement and a signed written agreement between You and
Teladoc related to the Teladoc Services, this Agreement will control.

If any provision of this Agreement is determined to be invalid, illegal or
unenforceable, the remaining provisions of the Agreement remain in full force,
provided that the essential terms and conditions of this Agreement remain valid,
binding and enforceable and the economic and legal substance of the transactions
contemplated by the Agreement are materially preserved.

The United States export control laws regulate the export and re-export of
technology originating in the United States. This includes the electronic
transmission of information and software to foreign countries and to certain
foreign nationals. You agree to abide by these laws and their regulations.

Nothing in this agreement creates an agency, partnership, or joint venture.
Failure to enforce any provision will not constitute a waiver of that provision.

The Teladoc Services will be provided by Teladoc without regard to Your race,
national origin, sex, veteran status, age, disability, diagnosis or religious
affiliation.

20. CONTACT INFORMATION

Teladoc Health, Inc. is headquartered in Purchase, New York, in the United
States of America.

Teladoc Health, Inc.
Attn: Legal Department
2 Manhattanville Rd.
2nd Floor
Purchase, NY 10577
1‐800‐Teladoc

While we make every effort to respond to all correspondence within five (5)
business days, we cannot guarantee a response to every communication.

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